FedEx Annual Report 2010

Plain-text annual report

Fedex CorporAtion 942 South Shady Grove Road Memphis, Tennessee 38120 fedex.com 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 1 0 Dear ShareownerS: You Ain’t Seen nothing Yet. the Future oF Fuel We call it “30 by 30” — our goal to get 30 percent of our jet fuel from alternative fuels by the year 2030. New advances bring that goal closer to reality every day, with jet fuel already being produced from algae (at left) and from plants such as jatropha and camelina. AnnuAl report 2010 Fedex expreSS is the world’s largest express transportation company, providing time-certain delivery to more than 220 countries and territories. Fedex ground provides low-cost, small-package shipping to businesses and residences in the United States and Canada. Fedex Freight is the leading North American provider of fast-transit and economical less-than-truckload (LTL) freight services. Fedex ServiCeS supports our transportation units, while FedEx Office offers shipping and business services at nearly 2,000 retail locations in eight countries. Letter from the chairman This pasT year, we did whaT sTrong companies should do in a downTurn: emerge sTronger Than ever. I have never been more proud of our FedEx team. Why? Because today, I can look to the future of FedEx and say, like the old ’70s rock song, “You ain’t seen nothing yet.” Coming through the toughest economic contraction since World War II, we stuck to our strategy, to our long view of the future. Despite the downturn, we kept making smart investments that put us far ahead of any competitor. We kept breaking techno- logical ground to give our customers better service and to make our operations more sustainable. We worked as a team to keep our Purple Promise — to make every FedEx experience outstanding. The greatest thanks for these achievements go to more than a quarter million FedEx team members around the world. 1 2 Letter from the chairman They are Fedex. Their dedicaTion To service, To innovaTion, and To responsibiliTy broughT us To where we are Today. As we moved through the downturn, we cut billions in costs to adjust to the “new normal.” Every FedEx team member was asked to share in that sacrifice. But today, I’m pleased to report that we’ve restored many compensation programs and 401(k) matching contributions. By sticking to our long-term strategy, combined with our cost-reduction efforts, we finished FY10 with positive momentum. In the first half of the fiscal year, earnings were down year over year, but in the second half, major global economies began emerging from the recession, and our volumes grew accordingly. We finished the year strong with net income of $1.2 billion. Our share price rose by more than 50 percent over the course of the fiscal year, outpacing the S&P 500, the Dow Jones Industrial Average, and the Dow Jones Transportation Average. Over the years, we have built a business model that allowed us to adjust shipping capacity to demand. In other words, we’ve built quite a few “shock absorbers” into our networks, and when the downturn hit, they cushioned our results. We have also built and maintained an exceptionally strong balance sheet. In short, commitment and preparation were the main reasons we emerged from this downturn stronger than ever. We made calculated decisions during the recession to leverage our unique global network and be ready to take advantage of the economic recovery we knew would come. One of those decisions involved using state-of-the-art Boeing 777F aircraft on Asian routes. The 777F sets the new standard for freighter aircraft. No other company in our industry flies these planes nonstop across the Pacific Ocean. Because we do, our customers now have more of that irreplaceable commodity — time. 3 Letter from the chairman we gained an advanTage ThaT will Take years For our compeTiTors To maTch — and one ThaT will give our cusTomers Their own compeTiTive advanTage. FedEx pioneered global just-in-time supply chains, and these aircraft represent a giant step forward. Our 777Fs give FedEx customers a meaningful edge in the modern global marketplace. We can now fly directly between Asia and the United States with no refueling stops. This gives our customers later cutoffs to prepare shipments in an era when every extra minute is critical. Many companies’ strategies depend on inventory turning over at maximum speed and new goods moving directly to customers — even if they have to move all the way across the Pacific Ocean. Under the right circumstances, FedEx would like to have at least twenty-two 777Fs in service by 2014 and another 16 by 2020. The 777Fs fly farther on less fuel, and they carry nearly 14,000 more pounds of freight than the MD-11s they replace. Put those things together, and they create a meaningful advantage for FedEx: a steep reduction in cost and emissions per unit transported. The 777Fs are the most visible examples of how, during the worst recession in our history, we kept investing to produce real value for our customers, their customers, and for us. We also continued replacing our 727s with 757s, which have 47 percent lower fuel consumption per pound of payload, greater operational efficiencies, and lower maintenance costs. And we expanded the list of countries where we operate branded FedEx Express domestic services to include India, along with the United States, China, Canada, Mexico, and the United Kingdom. At FedEx Ground, we continued network expansion and accelerated transit times. Since 2002, FedEx Ground has opened nine new hubs, featuring the most advanced material-handling technology. We’ve expanded and/or relocated more than 500 local facilities. What’s the payoff? We now deliver more than 50 percent of packages in two days or less and more than 80 percent in three days or less — a benefit for our customers. It’s a boon to FedEx, too. FedEx Ground’s average daily package volume has increased by more than 50 percent, from 2.2 million daily packages in 2003 to more than 3.5 million in FY10. On the other hand, it was a tough year at FedEx Freight, but we have a strategy in place to turn things around. Essentially, since the economic downturn, too much less-than- truckload (LTL) capacity has been chasing too little inventory. This put downward pressure on prices and resulted in lower profits. Our focus now is to balance growth and yield. Having integrated our Freight Sales and Customer Service units with FedEx Services during FY10, we are now able to do so in more exacting and efficient ways. In addition, we’re reducing costs and improving productivity, for example, in our pickup- and-delivery and linehaul operations. Our long-term goals for FedEx Freight are to be the premier LTL provider, to be the market leader, and to be the most profitable carrier. 4 Li tao Senior Ramp Agent, FedEx Express, Shanghai “I previously worked loading the MD-11 airplanes. With the MD-11, the flight schedule was from Shanghai to Anchorage for refueling and then to Memphis. Now that we use the 777, we have a nonstop flight from Shanghai to Memphis. The flight leaves Shanghai two hours later, so the cutoff time for our customers is two hours later. The other difference is operation time. With its power-loading system, we can load an additional 14,000 pounds into this plane 15 minutes faster than we could load the MD-11.” 5 Letter from the chairman We are confident we have the strategy, leadership, and resources in place to achieve our goals. In January, we launched FedEx International DirectDistribution Ocean Solutions, which can replace a maze of shipping channels with one global distribution command-and- control center. Through this service, we can pick up shipments at factories or container yards in Asia or Europe, consolidate them, forward them by ocean transport, provide customs brokerage service in the U.S. and Canada, then handle final delivery to multiple destinations via FedEx Ground, FedEx SmartPost, FedEx Freight, or FedEx Custom Critical. In April, we introduced FedEx Electronic Trade Documents (ETD), which lets customers submit customs documents electronically, which reduces paper usage and saves them time and money. FedEx ETD is available for shipments to 71 countries, and we plan to expand its reach as fast as possible. FedEx Office has rolled out an alliance with Canon/HP that means deployment of more than 12,000 new state-of-the-art printing and production machines in all 1,800 U.S. FedEx Office centers over the next few years. This alliance will also open doors for new customer-facing solutions such as smart phone printing and other creative publishing solutions. Our retail network is an increasingly important channel for express and ground shipping. Also, FedEx Office has completed its rebranding and is now testing different store prototypes to identify the best model for the future — the one that makes it easier for customers to access what they want and for our team members to do a better job of selling our shipping and business solutions. The entire history of our company is built around a singular vision: to make it possible for people and businesses to connect and collaborate with each other, no matter where they are in the world. Our networks are critical elements of a global force we call Access, the ability to transform through connectivity. We know from years of research and inquiry that Access has the power to change millions of lives for the better. We work constantly to expand Access. Every year, we do that more responsibly and resourcefully, and FY10 was no exception. In this regard, we continue to promote the great advantages of open global markets to political leaders and the public. every day, Through boTh our acTions and our advocacy, we work To Turn FuTurisTic dreams inTo modern realiTy. We’ve devoted a great deal of time this past year to advocating a shift in how our nation powers its transportation sector — by using electricity as the power source for short-haul ground vehicles. Electricity is diverse, domestic, stable, and a fundamentally scalable energy source with fuel inputs almost completely free of oil. Vehicle miles fueled by electricity emit less carbon than those fueled by gasoline, even if all of the electricity used to charge the vehicle is generated through conventional sources. High penetration rates of grid-enabled vehicles — propelled in whole or in part by 6 DaviD Hong Courier, FedEx Express, Los Angeles “The Modec truck runs so smoothly and so quietly and has the power to do whatever I need. And the most important thing is that it’s friendly to the environment. My route is inside the University of Southern California campus. When people see me drive through, they give me the thumbs up and say, ‘That’s the way to go!’ I drive an average of 20 miles every day. One time I tested it, and I didn’t plug it in for three days. It still had enough battery life for me to go on to the next day.“ 7 Letter from the chairman electricity drawn from the grid and stored onboard in a battery — could radically reduce oil consumption in the United States. Electric vehicles would strengthen our economy, reduce national security and economic risks, and dramatically reduce emissions of greenhouse gases. Today, we have our industry’s largest fleet of hybrid electric package-delivery trucks. We’re still expanding that fleet, but not just by buying new hybrids. We’ve also learned how to expand the useful lives of some conventional diesel trucks by retrofitting them with hybrid electric drive trains. We’ve worked with Modec and Navistar to develop a new all-electric commercial delivery truck that we’re now using in London and Los Angeles. These electric delivery vehicles are particularly well suited for densely populated, moderate-climate urban areas, where they cut our direct operating costs by 60-80 percent per vehicle mile. As the capital costs of these electric vehicles come down — and their battery capacity and range go up — we’ll be able to convert more of our fleet. Of course, no one has figured out (just yet) how to power freighter aircraft with electricity. That’s why FedEx has a goal of getting 30 percent of our jet fuel from alternative fuels by 2030. We call it “30 by 30.” Aviation represents a great opportunity for a transition to renewable fuel sources, if only because the infrastructure requirements are much lower. There are about 250,000 gasoline or diesel fueling points in the world, but there are only about 1,700 major aviation fueling points. Transitioning aviation to alternative fuels will be much easier than surface transport if renewable fuels become cost effective. The prospects look brighter every day, with jet fuel already being produced from algae and plants such as jatropha and camelina, albeit at cost levels that are not yet competitive with petroleum. I can’t write about such far-reaching goals without offering our deepest thanks to Judy Estrin, the chief executive officer of JLabs LLC, whose more than 20 years of service on our Board of Directors will end with her retirement in September at our annual meeting. Her deep knowledge of science, information technology, and innovation made her counsel extremely valuable to our company. Over almost four decades of operation, all of us at FedEx have broadened our view of what’s possible and why our work matters. We make about eight million deliveries every day, but we deliver more than packages, freight, and business services. We deliver the opportunity for people to live the way they want to live. We deliver access to global supply chains and marketplaces. Millions of times every day, we efficiently put the products of the world within everyone’s easy reach. This creates value not only for our shareowners, but also for other stakeholders, whose lives we touch daily. FedEx moves into FY11 in a strong position as the global economy recovers. Because we stayed focused on smart investments, service, and responsibility during the downturn, we believe we will increase earnings, cash flow, and capital returns as the global economy expands. Sincerely, FreDerick W. SmitH Chairman, President and Chief Executive Officer 8 MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL HIGHLIGHTS $35.2 $38.0 $35.5 $34.7 $32.3 9.3% 9.3% REVENUE (IN BILLIONS) OPERATING MARGIN 5.5% 5.8% 2.1% $6.48 $5.83 DILUTED EARNINGS PER SHARE $3.60 $3.76 $0.31 2006 2007 2008 2009 2010 2006 2007 2008(2) 2009(1) 2010 2006 2007 2008(2) 2009(1) 2010 17.1% 16.7% 8.3% 8.6% 17.5% 17.3% 15.9% 12.1% 12.3% $109.27 $111.62 $91.71 $83.49 $55.43 RETURN ON AVERAGE EQUITY 0.7% DEBT TO TOTAL CAPITALIZATION STOCK PRICE (MAY 31 CLOSE) 2006 2007 2008(2) 2009(1) 2010 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 In millions, except earnings per share OPERATING RESULTS Revenues Operating income Operating margin Net income Diluted earnings per share Average common and common equivalent shares Capital expenditures FINANCIAL POSITION Cash and cash equivalents Total assets Long-term debt, including current portion Common stockholders’ investment 2010 2009(1) Percent Change $ 34,734 1,998 5.8 % 1,184 3.76 314 2,816 $ 1,952 24,902 1,930 13,811 $ 35,497 747 2.1 % 98 0.31 312 2,459 $ 2,292 24,244 2,583 13,626 (2) 167 370bp NM NM 1 15 (15) 3 (25) 1 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(3) $160 $150 $140 $130 $120 $110 $100 $90 $80 $70 2005 2006 2007 2008 2009 2010 FedEx Corporation S&P 500 Dow Jones Transportation Average (1) Results for 2009 include a charge of $1.2 billion ($1.1 billion, net of tax, or $3.45 per diluted share) primarily related to impairment charges associated with goodwill and aircraft. (2) Results for 2008 include a charge of $891 million ($696 million, net of tax, or $2.23 per diluted share) predominately related to impairment charges associated with intangible assets from the FedEx Ofﬁ ce acquisition. (3) Shows the value, at the end of each of the last ﬁ ve ﬁ scal years, of $100 invested in FedEx Corporation common stock or the relevant index on May 31, 2005, and assumes reinvestment of dividends. Fiscal year ended May 31. 9 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION OVERVIEW OF FINANCIAL SECTION The ﬁ nancial section of the FedEx Corporation (“FedEx”) Annual Report (“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 ﬁ nancial 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 ﬁ nancial 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: (cid:129) Results of Operations includes an overview of our consolidated 2010 results compared to 2009, and 2009 results compared to 2008. This section also includes a discussion of key actions and events that impacted our results, as well as our outlook for 2011. (cid:129) The overview is followed by a ﬁ nancial summary and analysis (including a discussion of both historical operating results and our outlook for 2011) for each of our reportable transportation segments. (cid:129) Our ﬁ nancial condition is reviewed through an analysis of key elements of our liquidity, capital resources and contractual cash obligations, including a discussion of our cash ﬂ ow statements and our ﬁ nancial commitments. (cid:129) 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 ﬁ nancial results. DESCRIPTION OF BUSINESS We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. Our primary operating companies are Federal Express Corporation (“FedEx Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading provider of small-pack- age ground delivery services; and the FedEx Freight LTL Group, which comprises the FedEx Freight and FedEx National LTL busi- nesses of FedEx Freight Corporation, a leading U.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), form the core of our reportable segments. Our FedEx Services segment provides sales, market- ing, information technology and customer service support to our transportation segments. In addition, the FedEx Services seg- ment provides customers with retail access to FedEx Express and FedEx Ground shipping services through FedEx Ofﬁ ce and Print Services, Inc. (“FedEx Ofﬁ ce”). See “Reportable Segments” for further discussion. The key indicators necessary to understand our operating results include: (cid:129) the overall customer demand for our various services; (cid:129) the volumes of transportation services provided through our networks, primarily measured by our average daily volume and shipment weight; (cid:129) the mix of services purchased by our customers; (cid:129) the prices we obtain for our services, primarily measured by yield (revenue per package or pound or revenue per hundred- weight for LTL freight shipments); (cid:129) our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and (cid:129) the timing and amount of ﬂ uctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges. The majority of our operating expenses are directly impacted by revenue and volume levels. Accordingly, we expect these oper- ating expenses to ﬂ uctuate on a year-over-year basis consistent with the change in revenues and volumes. Therefore, the discus- sion of operating expense captions focuses on the key drivers and trends impacting expenses other than changes in revenues and volume. Except as otherwise speciﬁ ed, references to years indicate our ﬁ scal year ended May 31, 2010 or ended May 31 of the year ref- erenced and comparisons are to the prior year. References to our transportation segments include, collectively, our FedEx Express, FedEx Ground and FedEx Freight segments. 1010 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS CONSOLIDATED RESULTS The following table compares summary operating results (dollars in millions, except per share amounts) for the years ended May 31: Revenues Operating income Operating margin Net income Diluted earnings per share 2010 $ 34,734 1,998 5.8% $ 1,184 3.76 $ 2009 (1) 2008 (2) 2010/2009 2009/2008 Percent Change $ 35,497 747 2.1% 98 0.31 $ $ $ 37,953 2,075 5.5% $ 1,125 3.60 $ (2) 167 370bp NM NM (6) (64) (340)bp (91) (91) (1) Operating expenses include charges of $1.2 billion ($1.1 billion, net of tax, or $3.45 per diluted share), primarily related to impairment charges associated with goodwill and aircraft (described below). (2) Operating expenses include a charge of $891 million ($696 million, net of tax, or $2.23 per diluted share), predominantly related to impairment charges associated with intangible assets from the FedEx Ofﬁ ce acquisition (described below). The following table shows changes in revenues and operating income by reportable segment for 2010 compared to 2009, and 2009 compared to 2008 (dollars in millions): FedEx Express segment (1) FedEx Ground segment FedEx Freight segment (2) FedEx Services segment (3) Other and eliminations Revenues Operating Income Dollar Change Percent Change Dollar Change Percent Change 2010/2009 2009/2008 2010/2009 2009/2008 2010/2009 2009/2008 2010/2009 2009/2008 $ (809) 392 (94) (207) (45) $ (763) $ (2,057) 296 (519) (161) (15) $ (2,456) (4) 6 (2) (10) NM (2) (8) 4 (11) (8) NM (6) $ 333 217 (109) 810 – $ 1,251 $ (1,107) 71 (373) 81 – $ (1,328) 42 27 (248) 100 – 167 (58) 10 (113) 9 – (64) (1) FedEx Express segment 2009 operating expenses include a charge of $260 million, primarily related to aircraft-related asset impairments. (2) FedEx Freight segment 2009 operating expenses include a charge of $100 million, primarily related to impairment charges associated with goodwill related to the FedEx National LTL acquisition. (3) FedEx Services segment 2009 operating expenses include a charge of $810 million, related to impairment charges associated with goodwill related to the FedEx Ofﬁ ce acquisition. FedEx Services segment 2008 operating expenses include a charge of $891 million, predominantly related to impairment charges associated with intangible assets from the FedEx Ofﬁ ce acquisition. The normal, ongoing net operating costs of the FedEx Services segment are allocated back to the transportation segments. OVERVIEW Our results for 2010 reﬂ ect the continued impact of the global recession, which negatively impacted volumes and yields prin- cipally in the ﬁ rst half of the ﬁ scal year. A gradual improvement in economic conditions during the third quarter and a strong fourth quarter performance, particularly in international shipping volumes at FedEx Express, allowed us to end 2010 with positive momentum. Although revenues declined, our earnings improved in 2010 due to the inclusion in 2009 of a $1.2 billion charge related to goodwill and other asset impairments. As the global and U.S. economies began to emerge from recession in the second half of 2010, we experienced signiﬁ cant volume growth across all of our transportation segments. Our FedEx Ground segment contin- ued to grow throughout the recession, as customers opted for lower-priced ground transportation services and we continued to gain market share. Despite higher shipment volumes in 2010, our FedEx Freight segment had a difﬁ cult year resulting in an operat- ing loss, as the pricing environment in the LTL market remained highly competitive due to excess industry capacity. Changes in fuel surcharges and fuel prices also had a signiﬁ cant negative impact on our earnings year over year, particularly in the ﬁ rst half of 2010. In addition, our results in 2010 were impacted by costs associated with the partial reinstatement of several of our employee compensation programs as a result of improved global economic conditions. The beneﬁ ts of numerous cost containment activities implemented in 2009 continued to favorably impact our 2010 results, principally in the ﬁ rst half of the ﬁ scal year. In 2009, global economic conditions deteriorated signiﬁ cantly, resulting in lower revenue and earnings. Our results for 2009 reﬂ ected reduced demand for most of our services. Declines in U.S. domestic volumes at FedEx Express were partially mitigated by the exit of a key competitor (DHL) from the market, as we gained approximately half of this competitor’s total U.S. domestic ship- ments. FedEx Express package yields and FedEx Freight LTL Group yields were negatively impacted by a more competitive pricing environment, as competitors were aggressively seeking to protect market share and sustain operations during the recession. Our operating results for 2009 were also negatively impacted by fourth quarter charges of $1.2 billion, related primarily to the impairment of goodwill related to the Kinko’s, Inc. (now FedEx Ofﬁ ce) and Watkins Motor Lines (now FedEx National LTL) acqui- sitions and certain aircraft-related assets at FedEx Express. In response to weak business conditions, we implemented several actions in 2009 to lower our cost structure, including base salary reductions for U.S. salaried personnel, a suspension of 401(k) company-matching contributions, elimination of variable com- pensation payouts, and signiﬁ cant volume-related reductions in labor hours and linehaul expenses. These cost-reduction activi- ties partially mitigated the impact of the weak global economy on our results for 2009. Rapidly declining fuel costs during 2009 and the timing lag between such declines and adjustments to our fuel surcharges provided a signiﬁ cant beneﬁ t to our results, predominantly at FedEx Express and FedEx Ground. 11 11 FEDEX CORPORATION The following graphs for FedEx Express, FedEx Ground and the FedEx Freight LTL Group show selected volume trends (in thousands) for the years ended May 31: Average Daily Package Volume FedEx Express 3,536 3,399 2007 2008 3,376 2009 3,479 2010 Total Average Daily Package Volume FedEx Express and FedEx Ground (1) 6,901 7,002 6,525 6,780 2007 2008 2009 2010 3,600 3,500 3,400 3,300 7,400 7,200 7,000 6,800 6,600 6,400 3,600 3,500 3,400 3,300 3,200 3,100 3,000 85.0 80.0 75.0 70.0 3,126 2007 78.2 Average Daily Package Volume FedEx Ground (1) 3,523 3,365 3,404 2008 2009 2010 Average Daily LTL Shipments FedEx Freight LTL Group 79.7 2007 2008 74.4 2009 82.3 2010 The following graphs for FedEx Express, FedEx Ground and the FedEx Freight LTL Group show selected yield trends for the years ended May 31: FedEx Express Revenue per Package – Yield $ 22.08 $ 21.30 $ 23.00 $ 22.00 $ 21.00 $ 21.28 $ 20.00 $ 19.00 2007 2008 2009 $ 19.72 2010 FedEx Ground Revenue per Package – Yield (1) $ 7.70 $ 7.73 $ 7.48 $ 7.21 2007 2008 2009 2010 $ 8.00 $ 7.75 $ 7.50 $ 7.25 $ 7.00 $ 6.75 FedEx Freight LTL Group LTL Revenue per Hundredweight – Yield $ 19.65 $ 19.07 $ 18.65 2007 2008 2009 $ 17.07 2010 $ 21.00 $ 20.00 $ 19.00 $ 18.00 $ 17.00 $ 16.00 (1) Package statistics do not include the operations of FedEx SmartPost. 12 MANAGEMENT’S DISCUSSION AND ANALYSIS REVENUE Revenues decreased 2% during 2010 primarily due to yield decreases at FedEx Express and the FedEx Freight LTL Group as a result of lower fuel surcharges and a continued competi- tive pricing environment for our services. At FedEx Express, our weighted-average U.S. domestic and outbound fuel surcharge was 6.20% in 2010 versus 17.45% in 2009. Increased volumes at all of our transportation segments due to improved economic conditions in the second half of the ﬁ scal year partially offset the yield decreases in 2010. At FedEx Express, International Priority (“IP”) package volume increased 10%, led by volume growth in Asia. IP freight and U.S. domestic package volume growth also contributed to the revenue increase in 2010. At the FedEx Ground segment, market share gains resulted in a 3% increase in vol- umes at FedEx Ground and a 48% increase in volumes at FedEx SmartPost during 2010. At the FedEx Freight LTL Group, discounted pricing drove an increase in average daily LTL freight shipments, but also resulted in signiﬁ cant yield declines during 2010. Revenues decreased during 2009 due to signiﬁ cantly lower vol- umes at FedEx Express and the FedEx Freight LTL Group as a result of reduced demand due to weak economic conditions and lower yields resulting from an aggressive pricing environment. At FedEx Express, U.S. domestic package and freight volumes declined and IP volume declined in every major region of the world. However, declines in U.S. domestic package volumes were partially offset by volumes gained from DHL’s exit from the U.S. market. These volume decreases were also partially offset by yield increases in FedEx Express freight services driven by higher base rates and higher fuel surcharges in the ﬁ rst half of 2009. FedEx Freight LTL Group volumes decreased as a result of the recession. Within our FedEx Ground segment, volumes increased during 2009 due to market share gains, including volumes gained from DHL and FedEx Express customers who chose to use our more economical ground delivery services during the recession. IMPAIRMENT AND OTHER CHARGES In 2010, we recorded a charge of $18 million for the impairment of goodwill related to the FedEx National LTL acquisition. Our operat- ing results for 2009 included charges of $1.2 billion ($1.1 billion, net of tax, or $3.45 per diluted share) recorded during the fourth quarter, primarily related to the impairment of goodwill related to the FedEx Ofﬁ ce and FedEx National LTL acquisitions and certain aircraft- related assets at FedEx Express. The key factor contributing to the goodwill impairment was a decline in FedEx Ofﬁ ce’s and FedEx National LTL’s actual and forecasted ﬁ nancial performance as a result of weak economic conditions. The FedEx National LTL 2009 goodwill impairment charge was included in the results of the FedEx Freight segment. The FedEx Ofﬁ ce 2009 goodwill impairment charge was included in the results of the FedEx Services segment and was not allocated to our transportation segments, as the charge was unrelated to the core performance of those businesses. The majority of our property and equipment impairment charges during 2009 resulted from our decision to permanently remove from service certain aircraft that we own, along with certain excess aircraft engines, at FedEx Express. This decision was the result of efforts to optimize our express network in light of excess aircraft capacity due to weak economic conditions and the delivery of newer, more fuel-efﬁ cient aircraft. Our operating results for 2008 included a charge of $891 million ($696 million, net of tax, or $2.23 per diluted share) recorded during the fourth quarter, predominantly related to the impairment of the Kinko’s trade name and goodwill resulting from the FedEx Ofﬁ ce acquisition. The impairment of the Kinko’s trade name was due to the decision to minimize the use of the Kinko’s trade name and rebrand the com- pany as FedEx Ofﬁ ce. The goodwill impairment charge resulted from a decline in the fair value of the FedEx Ofﬁ ce reporting unit in light of economic conditions, the unit’s recent and forecasted financial performance and the decision to reduce the rate of network expansion. The charges were included in the results of the FedEx Services segment and were not allocated to our trans- portation segments, as the charges were unrelated to the core performance of those businesses. 13 FEDEX CORPORATION OPERATING INCOME The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the years ended May 31: 2010 2009 2008 the inclusion in the prior year of higher self-insurance reserve requirements at FedEx Ground. Purchased transportation costs increased 4% in 2010 due to increased utilization of third-party transportation providers associated primarily with our LTL freight service as a result of higher shipment volumes. Operating expenses: Salaries and employee beneﬁ ts Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Impairment and other charges Other Total operating expenses $ 14,027 4,728 2,359 1,958 3,106 1,715 18 4,825 $ 32,736 $ 13,767 4,534 2,429 1,975 3,811 1,898 1,204(1) 5,132 $ 34,750 $ 14,202 4,634 2,441 1,946 4,409 2,068 882(2) 5,296 $ 35,878 (1) Includes a charge of $1.2 billion ($1.1 billion, net of tax, or $3.45 per diluted share), primarily related to impairment charges associated with goodwill and aircraft (described above). (2) Includes a charge of $891 million ($696 million, net of tax, or $2.23 per diluted share), predominantly related to impairment charges associated with intangible assets from the FedEx Ofﬁ ce acquisition (described above). Operating expenses: Salaries and employee beneﬁ ts Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Impairment and other charges Other Total operating expenses Operating margin Percent of Revenue (1) 2009 2010 2008 40.4% 13.6 6.8 5.6 8.9 4.9 0.1 13.9 94.2 5.8% 38.8% 12.8 6.8 5.6 10.7 5.3 3.4 14.5 97.9 2.1% 37.4% 12.2 6.4 5.1 11.6 5.5 2.3 14.0 94.5 5.5% (1) Given the ﬁ xed-cost structure of our transportation networks, the year-over-year comparison of our operating expenses as a percentage of revenue has been affected by a number of factors, including the impact of lower fuel surcharges, weak economic conditions and our cost-containment activities. Collectively, these factors have distorted the comparability of certain of our operating expense captions on a relative basis. Operating income and operating margin increased in 2010 pri- marily as a result of the inclusion in 2009 of the impairment and other charges described above. Volume increases at our pack- age businesses, particularly in higher-margin IP package and freight services at FedEx Express, also beneﬁ ted our 2010 results. Additionally, we continued to beneﬁ t in 2010 from several actions implemented in 2009 to lower our cost structure, including reduc- ing base salaries, optimizing our networks by adjusting routes and equipment types, permanently and temporarily idling certain equipment and consolidating facilities; however, these beneﬁ ts were partially offset by increased costs in 2010 associated with our variable incentive compensation programs. An operating loss at the FedEx Freight segment due to continued weakness in the LTL freight market partially offset the earnings increase. Maintenance and repairs expense decreased 10% in 2010 pri- marily due to the timing of maintenance events, as lower aircraft utilization as a result of weak economic conditions in the ﬁ rst half of 2010 lengthened maintenance cycles. Other operating expense decreased 6% in 2010 due to actions to control spending and The following graph for our transportation segments shows our average cost of jet and vehicle fuel per gallon for the years ended May 31: Average Fuel Cost per Gallon $ 3.75 $ 3.25 $ 2.75 $ 2.25 $ 1.75 $ 1.25 $ 3.31 $ 2.77 $ 3.04 $ 2.62 $ 2.69 $ 2.15 $ 2.65 $ 2.12 2007 2008 2009 2010 Vehicle Jet Fuel expense decreased 18% during 2010 primarily due to decreases in the average price per gallon of fuel and fuel consumption, as we lowered ﬂ ight hours and improved route efﬁ ciencies. In 2010, fuel prices rose during the beginning of the ﬁ rst quarter and slowly increased, with signiﬁ cantly less volatility than in 2009. The change in our fuel surcharges for FedEx Express and FedEx Ground lagged the price increase by approximately six to eight weeks. Accordingly, based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a signiﬁ - cant negative impact to operating income in 2010. In contrast, we experienced signiﬁ cant fuel price and fuel surcharge volatility in 2009, when fuel prices peaked at their historical highs before beginning to rapidly decrease, which resulted in a signiﬁ cant beneﬁ t to operating income in 2009. Our analysis considers the estimated impact of the reduction in fuel surcharges included in the base rates charged for FedEx Express services. However, this analysis does not consider the negative effects that fuel surcharge levels may have on our busi- ness, including reduced demand and shifts by our customers to lower-yielding services. While ﬂ uctuations in fuel surcharge rates can be signiﬁ cant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price and extra service charges we obtain for these services and the level of pricing discounts offered. In order to provide information about the impact of fuel surcharges on the trends in revenue and yield growth, we have included the comparative fuel surcharge rates in effect for 2010, 2009 and 2008 in the accompanying discussions of each of our transportation segments. Operating income and operating margin declined signiﬁ cantly in 2009, as weak economic conditions drove decreases in volumes at FedEx Express and the FedEx Freight LTL Group and contributed to a more competitive pricing environment that pressured yields. 14 MANAGEMENT’S DISCUSSION AND ANALYSIS The impairment and other charges described above also nega- tively impacted operating income and margin in 2009. Operating income and margin in 2009 were also negatively impacted by reduced base copy revenues and expenses associated with organizational changes at FedEx Ofﬁ ce. Cost-reduction initiatives partially mitigated the negative impact of these factors. Fuel expenses decreased 14% during 2009, primarily due to decreases in fuel consumption and the average price per gal- lon of fuel. Jet fuel usage decreased 9% during 2009, as we reduced ﬂ ight hours in light of lower business levels. Fuel prices decreased rapidly and signiﬁ cantly during 2009 after peaking dur- ing the ﬁ rst quarter, while changes in fuel surcharges for FedEx Express and FedEx Ground lagged these decreases by approxi- mately six to eight weeks. We experienced the opposite effect during 2008, as fuel prices signiﬁ cantly increased. This volatility in fuel prices and fuel surcharges resulted in a net beneﬁ t to income in 2009, based on a static analysis of the impact to oper- ating income of year-over-year changes in fuel prices compared to changes in fuel surcharges. OTHER INCOME AND EXPENSE Interest expense decreased $6 million during 2010 due to increased capitalized interest primarily related to progress payments on aircraft purchases. Interest income decreased $18 million during 2010 primarily due to lower interest rates and invested balances. Other expense increased $22 million during 2010 primarily due to higher amortization of ﬁ nancing fees and foreign currency losses. Interest expense decreased during 2009 due to increased capitalized interest, partially offset by interest costs on higher debt balances. Interest income decreased during 2009 primarily due to lower interest rates. INCOME TAXES Our effective tax rate was 37.5% in 2010, 85.6% in 2009 and 44.2% in 2008. Our 2009 and 2008 rates were signiﬁ cantly impacted by goodwill impairment charges that are not deductible for income tax purposes. For 2011, we expect our effective tax rate to be between 37.0% and 38.0%. The actual rate, however, will depend on a number of factors, including the amount and source of oper- ating income. Additional information on income taxes, including our effective tax rate reconciliation and liabilities for uncertain tax positions, can be found in Note 10 of the accompanying con- solidated ﬁ nancial statements. OUTLOOK We expect stronger demand for our services in 2011 and con- tinued growth in revenue and earnings as global economic conditions continue to improve. We believe the improving econ- omy will result in a more stable pricing environment, enhancing our ability to execute our strategy to improve yields across our transportation segments. These yield management initiatives, combined with continued growth in volumes, are anticipated to improve our margins in 2011. However, we expect our earnings growth in 2011 to be constrained by a signiﬁ cant increase in pen- sion and retiree medical expenses ($260 million) primarily as a result of a signiﬁ cantly lower discount rate at our May 31, 2010 measurement date. In addition, we anticipate that volume-related increases in aircraft maintenance expenses, the reinstatement of employee compensation programs and higher healthcare expense due to continued inﬂ ation in the cost of medical ser- vices will dampen our earnings growth in 2011. Our expectations for continued improvement in our results in 2011 are based on a continued recovery in global economic conditions, the sustain- ability of which is difﬁ cult to predict, and fuel prices remaining at current forecasted levels. Our capital expenditures for 2011 are expected to be approxi- mately $3.2 billion, as we will continue to make strategic investments in Boeing 777 Freighter (“B777F”) and Boeing 757 (“B757”) aircraft, which are substantially more fuel-efﬁ cient per unit than the aircraft type they are replacing. We are committed to investing in critical long-term strategic projects focused on enhancing and broadening our service offerings to position us for stronger growth as global economic conditions continue to improve. For additional details on key 2011 capital projects, refer to the Liquidity Outlook section of this MD&A. All of our businesses operate in a competitive pricing environ- ment, exacerbated by continuing volatile fuel prices, which impact our fuel surcharge levels. Historically, our fuel surcharges have largely 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 signiﬁ cantly affect our earnings either positively or negatively in the short-term. As described in Note 16 of the accompanying consolidated ﬁ nancial statements and the “Independent Contractor Matters” section of our FedEx Ground segment MD&A, we are involved in a number of lawsuits and other proceedings that challenge the status of FedEx Ground’s owner-operators as independent contractors. FedEx Ground anticipates continuing changes to its relationships with its contractors. The nature, timing and amount of any changes are dependent on the outcome of numer- ous future events. We cannot reasonably estimate the potential impact of any such changes or a meaningful range of potential outcomes, although they could be material. However, we do not believe that any such changes will impair our ability to operate and proﬁ tably grow our FedEx Ground business. See “Risk Factors” for a discussion of these and other potential risks and uncertainties that could materially affect our future performance. SEASONALITY OF BUSINESS Our businesses are seasonal in nature. Seasonal ﬂ uctuations 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 ﬁ rst and third ﬁ scal 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 15 FEDEX CORPORATION FEDEX SERVICES SEGMENT The FedEx Services segment operates combined sales, mar- keting, administrative and information technology functions in shared services operations that support our transportation businesses and allow us to pursue synergies from the combina- tion of these functions. The FedEx Services segment includes: FedEx Services, which provides sales, marketing and informa- tion technology support to our other companies; FCIS, which is responsible for customer service, billings and collections for U.S. customers of our major business units; and FedEx Ofﬁ ce, which provides an array of document and business services and retail access to our customers for our package transportation busi- nesses. Effective September 1, 2009, FedEx SupplyChain Systems, formerly included in the FedEx Services reporting segment, was realigned to become part of the FedEx Express reporting seg- ment. Prior year amounts have not been reclassiﬁ ed to conform to the current year segment presentation, as the ﬁ nancial results are materially comparable. The FedEx Services segment provides direct and indirect support to our transportation businesses and accordingly we allocate all of the net operating costs of the FedEx Services segment (includ- ing the net operating results of FedEx Ofﬁ ce) to reﬂ ect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment alloca- tion, the net operating results of FedEx Ofﬁ ce are allocated to FedEx Express and FedEx Ground. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of the total allocated net operating costs of the FedEx Services segment on our transportation segments. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. The $810 million 2009 impairment charge for the FedEx Ofﬁ ce goodwill and the $891 million 2008 charge predominantly associated with impairment of the Kinko’s trade name and good- will were not allocated to the FedEx Express or FedEx Ground segments, as the charges were unrelated to the core perfor- mance of those businesses. 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 Ofﬁ ce, 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 ﬁ scal quarter. NEW ACCOUNTING GUIDANCE New accounting rules and disclosure requirements can sig- niﬁ cantly impact our reported results and the comparability of our ﬁ nancial statements. New accounting guidance that has impacted our ﬁ nancial statements can be found in Note 2 of the accompanying consolidated ﬁ nancial statements. We believe that there is no new accounting guidance adopted but not yet effec- tive that is relevant to the readers of our ﬁ nancial statements. However, there are numerous new proposals under development which, if and when enacted, may have a signiﬁ cant impact on our ﬁ nancial reporting. REPORTABLE SEGMENTS FedEx Express, FedEx Ground and the FedEx Freight LTL Group represent our major service lines and, along with FedEx Services, form the core of our reportable segments. Our reportable seg- ments include the following businesses: FEDEX EXPRESS SEGMENT FedEx Express (express transportation) FedEx Trade Networks (global trade services) FedEx SupplyChain Systems (logistics services) FEDEX GROUND SEGMENT FedEx Ground (small-package ground delivery) FedEx SmartPost (small-parcel consolidator) FEDEX FREIGHT SEGMENT FedEx Freight LTL Group: FedEx Freight (fast-transit LTL freight transportation) FedEx National LTL (economical LTL freight transportation) FedEx Custom Critical (time-critical transportation) FEDEX SERVICES SEGMENT FedEx Services (sales, marketing and information technology functions) FedEx Ofﬁ ce (document and business services and package acceptance) FedEx Customer Information Services (“FCIS”) (customer service, billings and collections) 16 MANAGEMENT’S DISCUSSION AND ANALYSIS The operating expenses line item “Intercompany charges” on the accompanying unaudited ﬁ nancial summaries of our trans- portation segments reflects the allocations from the FedEx Services segment to the respective transportation segments. The “Intercompany charges” caption also includes charges and credits for administrative services provided between operating companies and certain other costs such as corporate manage- ment fees related to services received for general corporate oversight, including executive officers and certain legal and ﬁ nance functions. We believe these allocations approximate the net cost of providing these functions. Effective August 1, 2009, approximately 3,600 employees (pre- dominantly from the FedEx Freight segment) were transferred to entities within the FedEx Services segment. This internal reor- ganization further centralized most customer support functions, such as sales, customer service and information technology, into our shared services organizations. While the reorganization had no impact on the net operating results of any of our transportation segments, the net intercompany charges to our FedEx Freight segment increased signiﬁ cantly with corresponding decreases to other expense captions, such as salaries and employee beneﬁ ts. The impact of this internal reorganization to the expense captions in our other segments was immaterial. FedEx Services segment revenues, which reflect the opera- tions of only FedEx Ofﬁ ce as of September 1, 2009, decreased 10% during 2010 due to revenue declines at FedEx Ofﬁ ce and the realignment of FedEx SupplyChain Systems into the FedEx Express segment effective September 1, 2009. Although revenue at FedEx Ofﬁ ce declined during 2010 due to lower demand for copy services, the allocated net loss of FedEx Ofﬁ ce decreased, as we continued to see beneﬁ ts from initiatives implemented in 2009 to reduce that company’s cost structure. FedEx Services segment revenues decreased 8% during 2009 as revenue gener- ated from new FedEx Ofﬁ ce locations added in 2008 and 2009 did not offset declines in base copy revenues, incremental operating costs associated with the new locations and expenses associ- ated with organizational changes. Therefore, the allocated net loss of FedEx Ofﬁ ce increased during 2009 despite ongoing cost management efforts. OTHER INTERSEGMENT TRANSACTIONS Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their report- able segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reﬂ ected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment rev- enues and expenses are eliminated in the consolidated results and are not separately identiﬁ ed in the following segment infor- mation, as the amounts are not material. FEDEX EXPRESS SEGMENT The following tables compare revenues, operating expenses, oper- ating expenses as a percent of revenue, operating income and operating margin (dollars in millions) for the years ended May 31: 2010 2009 2008 Percent Change 2009/ 2008 2010/ 2009 $ 5,602 $ 6,074 $ 6,578 (8) 1,640 2,589 1,855 2,789 2,012 2,995 (12) (7) (8) (8) (7) Revenues: Package: U.S. overnight box U.S. overnight envelope U.S. deferred Total U.S. domestic package revenue 9,831 International priority 7,087 International domestic (1) 578 Total package 10,718 6,978 565 11,585 7,666 663 (8) 2 2 (7) (9) (15) revenue 17,496 18,261 19,914 (4) (8) Freight: U.S. International priority International airfreight Total freight revenue Other (2) Total revenues Operating expenses: Salaries and 1,980 1,303 251 3,534 525 21,555 2,165 1,104 369 2,398 1,243 406 3,638 465 22,364 4,047 460 24,421 employee beneﬁ ts 8,402 8,217 8,451 Purchased transportation 1,177 1,112 1,208 (9) 18 (32) (3) 13 (4) 2 6 (10) (11) (9) (10) 1 (8) (3) (8) (4) Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Impairment and other charges Intercompany charges Other Total operating expenses Operating income Operating margin 1,577 1,613 1,673 (2) 1,016 2,651 961 3,281 944 3,785 6 (19) 2 (13) 1,131 1,351 1,512 (16) (11) – 1,940 2,534 260(3) 2,103 2,672 – NM NM (1) (8) (5) (5) 2,134 2,813 20,428 $ 1,127 $ 5.2% 21,570 22,520 794 $ 1,901 3.6% (5) 42 (4) (58) 7.8% 160bp (420)bp (1) International domestic revenues include our international domestic express operations, primarily in the United Kingdom, Canada, China, India and Mexico. (2) Other revenues includes FedEx Trade Networks and, beginning in the second quarter of 2010, FedEx SupplyChain Systems. (3) Represents charges associated with aircraft-related asset impairments and other charges primarily associated with aircraft-related lease and contract termination costs and employee severance. 17 FEDEX CORPORATION Percent of Revenue (1) 2009 2010 2008 The following table compares selected statistics (in thousands, except yield amounts) for the years ended May 31: 2010 2009 Percent Change 2010/ 2009/ 2009 2008 2008 Package Statistics (1) Average daily package volume (ADV): 1,157 U.S. overnight box U.S. overnight envelope U.S. deferred Total U.S. 1,127 1,151 3 (2) 614 867 627 849 677 895 domestic ADV International priority International domestic (2) Total ADV 2,638 523 318 3,479 2,603 475 298 3,376 2,723 517 296 3,536 (2) 2 1 10 7 3 (7) (5) (4) (8) 1 (5) Revenue per package (yield): U.S. overnight box U.S. overnight envelope U.S. deferred U.S. domestic composite International priority International domestic (2) Composite $ 19.00 $ 21.21 $ 22.40 (10) (5) 10.47 11.70 11.65 12.94 11.66 13.12 (10) (10) – (1) 14.61 53.10 7.14 16.21 57.81 7.50 16.68 58.11 8.80 (3) (10) (1) (8) (5) (15) package yield 19.72 21.30 22.08 (7) (4) Freight Statistics (1) Average daily freight pounds: U.S. International priority International airfreight Total average daily freight pounds 7,141 2,544 1,222 7,287 1,959 1,475 8,648 2,220 1,817 (2) (16) (12) 30 (17) (19) 10,907 10,721 12,685 2 (15) Revenue per pound (yield): U.S. International priority International airfreight Composite $ 1.09 $ 1.17 $ 1.09 2.20 2.22 2.01 0.88 0.99 0.81 7 (7) 1 (9) (18) 13 freight yield 1.27 1.34 1.25 (5) 7 (1) Package and freight statistics include only the operations of FedEx Express. (2) International domestic statistics include our international domestic express operations, primarily in the United Kingdom, Canada, China, India and Mexico. Operating expenses: Salaries and employee beneﬁ ts Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Impairment and other charges Intercompany charges Other Total operating expenses Operating margin 39.0% 5.5 7.3 4.7 12.3 5.2 – 9.0 11.8 94.8 5.2% 36.7% 5.0 7.2 4.3 14.7 6.0 1.2(2) 9.4 11.9 96.4 3.6% 34.6% 4.9 6.9 3.9 15.5 6.2 – 8.7 11.5 92.2 7.8% (1) Given the ﬁ xed-cost structure of our transportation networks, the year-over-year comparison of our operating expenses as a percentage of revenue has been affected by a number of factors, including the impact of lower fuel surcharges, weak economic conditions and our cost- containment activities. Collectively, these factors have distorted the comparability of certain of our operating expense captions on a relative basis. (2) Includes a charge of $260 million related to aircraft-related asset impairments and other charges primarily associated with aircraft-related lease and contract termination costs and employee severance. 18 MANAGEMENT’S DISCUSSION AND ANALYSIS FEDEX EXPRESS SEGMENT REVENUES FedEx Express segment revenues decreased 4% in 2010 due to lower yields primarily driven by a decrease in fuel surcharges. Yield decreases during 2010 were partially offset by increased IP package volume, particularly from Asia, IP freight volume and U.S. domestic package volume due to improved global economic conditions. Lower fuel surcharges were the primary driver of decreased com- posite package and freight yield in 2010. Our weighted-average U.S. domestic and outbound fuel surcharge was 6.20% in 2010, compared with 17.45% in 2009. U.S. domestic package yield also decreased 10% during 2010 due to lower rates and lower package weights. In addition to lower fuel surcharges, IP package yield decreased 8% during 2010 due to lower rates, partially offset by higher package weights and favorable exchange rates. FedEx Express segment revenues decreased in 2009 due to a decrease in volumes in virtually all services as a result of the signiﬁ cant deterioration in global economic conditions and lower yields driven by unfavorable exchange rates, lower package weights and a more competitive pricing environment. IP volume declined in every major region of the world. During 2009, volume gains resulting from DHL’s exit from the U.S. domestic market were not enough to offset the negative impact of weak global economic conditions. The decrease in composite package yield in 2009 was driven by decreases in U.S. domestic package, international domestic and IP yields. U.S. domestic package yield decreased in 2009 due to lower package weights and a lower rate per pound. International domestic yield decreased during 2009 due to unfa- vorable exchange rates and a lower rate per pound. IP yield decreased during 2009 due to unfavorable exchange rates and lower package weights, partially offset by a higher rate per pound. Composite freight yield increased in 2009 due to general rate increases 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: 2010 2009 2008 U.S. Domestic and Outbound Fuel Surcharge: Low High Weighted-Average International Fuel Surcharges: Low High Weighted-Average 1.00 13.50 9.47 1.00% 8.50 6.20 –% 34.50 17.45 – 34.50 16.75 13.50% 25.00 17.06 12.00 25.00 16.11 In January 2010, we implemented a 5.9% average list price increase on FedEx Express U.S. domestic and U.S. out- bound express package and freight shipments and made various changes to other surcharges, while we lowered our fuel surcharge index by two percentage points. Furthermore, in con- nection with these changes, the structure of the FedEx Express fuel surcharge table was modiﬁ ed. In January 2009, we imple- mented a 6.9% average list price increase on FedEx Express U.S. domestic and U.S. outbound express package and freight ship- ments and made various changes to other surcharges, while we lowered our fuel surcharge index by two percentage points. FEDEX EXPRESS SEGMENT OPERATING INCOME FedEx Express segment operating income and operating mar- gin increased during 2010 due to volume growth, particularly in higher-margin IP package and freight services. Continued reduc- tions in network operating costs driven by lower ﬂ ight hours and improved route efﬁ ciencies, as well as other actions to control spending, positively impacted our results for 2010. Our 2010 year- over-year results were also positively impacted by a $260 million charge in 2009 related to aircraft-related asset impairments and other charges primarily associated with aircraft-related lease and contract termination costs and employee severance. Fuel costs decreased 19% in 2010 due to decreases in the aver- age price per gallon of fuel and fuel consumption. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a signiﬁ cant negative impact to operating income in 2010. This analysis considers the estimated impact of the reduc- tion in fuel surcharges included in the base rates charged for FedEx Express services. Maintenance and repairs expense decreased 16% in 2010 pri- marily due to the timing of maintenance events, as lower aircraft utilization as a result of weak economic conditions, particularly in the ﬁ rst half of 2010, lengthened maintenance cycles. Purchased transportation costs increased 6% in 2010 primarily due to higher air volume and costs in our freight forwarding business at FedEx Trade Networks. Depreciation expense increased 6% in 2010 pri- marily due to the addition of 21 aircraft placed into service during the year. Intercompany charges decreased 8% in 2010 primarily due to lower allocated information technology costs and lower net operating costs at FedEx Ofﬁ ce. FedEx Express segment operating income and operating margin declined in 2009 as a result of the weak global economy and high fuel prices in the ﬁ rst half of 2009, both of which limited demand for our U.S. domestic package and IP services. 19 FEDEX CORPORATION FEDEX GROUND SEGMENT The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income and operating margin (dollars in millions) and selected pack- age statistics (in thousands, except yield amounts) for the years ended May 31: Revenues Operating expenses: Salaries and employee beneﬁ ts Purchased transportation Rentals Depreciation and amortization Fuel Maintenance and repairs Intercompany charges Other Total operating expenses Operating income Operating margin Average daily package volume: FedEx Ground FedEx SmartPost Revenue per package (yield): FedEx Ground FedEx SmartPost 2010 2009 2008 Percent Change 2009/ 2008 2010/ 2009 $ 7,439 $ 7,047 $ 6,751 6 4 1,158 2,966 244 334 8 166 795 744 1,102 2,918 222 1,073 2,878 189 337 9 147 710 795 305 14 145 658 753 5 2 10 (1) (11) 13 12 (6) 3 1 17 10 (36) 1 8 6 6,415 6,015 6,240 $ 1,024 $ 807 $ 736 13.8% 11.5% 3 27 10.9% 230bp 60bp 4 10 3,523 1,222 3,404 827 3,365 618 3 48 1 34 $ 7.73 $ 7.70 $ 7.48 $ 1.56 $ 1.81 $ 2.09 – (14) 3 (13) Percent of Revenue 2009 2008 2010 Operating expenses: Salaries and employee beneﬁ ts 15.5% Purchased transportation 39.9 Rentals 3.3 Depreciation and amortization Fuel Maintenance and repairs Intercompany charges 4.5 0.1 2.2 10.7 10.0 Other Total operating expenses Operating margin 15.6% 41.4 3.1 15.9% 42.6 2.8 4.8 0.1 2.1 10.1 11.3 4.5 0.2 2.1 9.8 11.2 86.2 13.8% 88.5 11.5% 89.1 10.9% During 2009, in response to weak business conditions, we imple- mented several actions to lower our cost structure, including signiﬁ cant volume-related reductions in ﬂ ight and labor hours. We also lowered fuel consumption and maintenance costs, as we temporarily grounded a limited number of aircraft due to excess capacity. Our cost-containment activities also included deferral of merit-based pay increases. All of these actions partially miti- gated the impact of lower volumes on our results. During the fourth quarter of 2009, we took additional actions to align the size of our networks to current demand levels by remov- ing equipment and facilities from service and reducing personnel. As a result of these actions, we recorded charges of $199 million for the impairment of certain aircraft and aircraft engines and $57 million for aircraft-related lease and contract termination and employee severance costs related to workforce reductions. Fuel costs decreased in 2009 due to decreases in fuel consump- tion and the average price per gallon of fuel. Fuel surcharges were sufﬁ cient to offset fuel costs for 2009, based on a static analysis of the impact to operating income of the year-over-year changes in fuel prices compared to changes in fuel surcharges. This analysis considers the estimated beneﬁ ts of the reduction in fuel surcharges included in the base rates charged for FedEx Express services. However, this analysis does not consider the negative effects that the signiﬁ cantly higher fuel surcharge lev- els have on our business, including reduced demand and shifts to lower-yielding services. Maintenance and repairs expense decreased primarily due to a volume-related reduction in ﬂ ight hours and the permanent and temporary grounding of certain aircraft due to excess capacity. FEDEX EXPRESS SEGMENT OUTLOOK We expect revenue growth at FedEx Express in 2011 to be driven by international package and freight volumes as global economic conditions continue to improve. Revenue growth in 2011 will also be driven by continued expansion of our international economy services, as well as improved yields primarily due to higher fuel surcharges. FedEx Express segment operating income and operating margin are expected to increase in 2011, driven by continued growth in international package and freight services and productivity enhancements. However, we anticipate that volume-related increases in aircraft maintenance expenses, the reinstatement of several employee compensation programs, increased pension and retiree medical expenses and higher healthcare expense due to continued inﬂ ation in the cost of medical services will dampen our earnings growth in 2011. Capital expenditures at FedEx Express are expected to increase in 2011, driven by incremental investments for the new B777F aircraft. These aircraft capital expenditures are necessary to achieve signiﬁ cant long-term operating savings and to support projected long-term international volume growth. 20 MANAGEMENT’S DISCUSSION AND ANALYSIS FEDEX GROUND SEGMENT REVENUES FedEx Ground segment revenues increased 6% during 2010 due to volume growth at both FedEx Ground and FedEx SmartPost, partially offset by declines in yield at FedEx SmartPost. FedEx Ground average daily volume increased 3% during 2010 due to continued growth in our commercial business and our FedEx Home Delivery service. The slight yield improvement at FedEx Ground during 2010 was primarily due to higher base rates and increased extra service revenue, but was mostly offset by higher customer discounts and lower fuel surcharges. FedEx SmartPost volumes grew 48% during 2010 primarily as a result of market share gains, while yields decreased 14% during 2010 due to changes in customer and service mix. For example, certain customers elected to utilize lower-yielding service offer- ings that did not require standard pickup and linehaul services. FedEx Ground segment revenues increased in 2009 due to yield improvement at FedEx Ground and volume growth at both FedEx SmartPost and FedEx Ground. FedEx Ground volume growth dur- ing 2009 resulted from market share gains, including volumes gained from DHL’s exit from the U.S. market, and continued growth in the FedEx Home Delivery service. FedEx Ground volumes also beneﬁ ted from existing FedEx Express customers’ opting for lower-cost FedEx Ground offerings. Yield improvement at FedEx Ground during 2009 was primarily due to higher base rates (partially offset by higher customer discounts), increased extra service revenue and higher fuel surcharges. FedEx SmartPost volume growth during 2009 resulted from market share gains, including volumes gained from DHL’s exit from the U.S. market. Yields at FedEx SmartPost decreased during 2009 due to changes in customer and service mix. 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 2010 2009 2008 2.75% 5.50 4.23 2.25% 10.50 6.61 4.50% 7.75 5.47 In January 2010, we implemented a 4.9% average list price increase and made various changes to other surcharges, including modifying the fuel surcharge table, on FedEx Ground shipments. In January 2009, we implemented a 5.9% average list price increase and made various changes to other surcharges on FedEx Ground shipments. FEDEX GROUND SEGMENT OPERATING INCOME FedEx Ground segment operating income and operating mar- gin increased during 2010 due to higher package volume, lower self-insurance expenses and improved productivity. Improved performance at FedEx SmartPost also contributed to the operat- ing income and operating margin increase. In 2010, FedEx Ground segment operating income exceeded $1 billion on an annual basis for the ﬁ rst time. The increase in salaries and employee beneﬁ ts expense dur- ing 2010 was primarily due to accruals for our variable incentive compensation programs, increased stafﬁ ng at FedEx SmartPost to support volume growth and increased healthcare costs. Purchased transportation costs increased 2% during 2010 primar- ily as a result of higher package volume. Rent expense increased during 2010 primarily due to higher spending on facilities associ- ated with our multi-year network expansion plan. Intercompany charges increased 12% in 2010 primarily due to higher allocated information technology costs (formerly direct charges). Other operating expense decreased during 2010 due to higher self- insurance reserve requirements in 2009. FedEx Ground segment operating income and operating margin increased during 2009 primarily due to the timing impact of fuel surcharges and yield growth. Rapidly declining fuel costs and the timing lag between such declines and adjustments to our fuel surcharges provided a signiﬁ cant beneﬁ t to FedEx Ground results for 2009. Rent expense and depreciation expense increased during 2009 primarily due to higher spending on material handling equipment and facilities associated with our multi-year network expansion plan. Purchased transportation costs increased in 2009 as a result of higher rates paid to our independent contractors and costs associated with our independent contractor programs (described below), partially offset by a decrease in fuel costs. The increase in salaries and employee beneﬁ ts expense during 2009 was partially offset by the base salary reductions and sus- pension of 401(k) company matching contributions described in the Overview section. Intercompany charges increased during 2009 primarily due to allocated telecommunication expenses (for- merly a direct charge), higher general and administrative costs and higher allocated customer service costs. Other operating expenses increased during 2009 primarily due to higher reserve requirements for liability insurance. Lower legal costs, includ- ing settlements, partially offset the increase in other operating expenses in 2009. 21 FEDEX CORPORATION FEDEX GROUND SEGMENT OUTLOOK We expect the FedEx Ground segment to have continued rev- enue growth in 2011, led by increases in commercial, FedEx Home Delivery and FedEx SmartPost volumes due to market share gains. Yields for all services at FedEx Ground are expected to improve in 2011 as a result of increases in list prices. FedEx Ground segment operating income in 2011 is expected to increase due to revenue growth and productivity enhance- ments. Higher purchased transportation costs due to higher rates paid to our independent contractors will offset a portion of these beneﬁ ts. Capital spending is expected to increase in 2011 with the majority of our spending resulting from our continued network expansion and productivity-enhancing technologies. We are committed to investing in the FedEx Ground network because of the long-term beneﬁ ts we will experience from these investments. We will continue to vigorously defend various attacks against our independent contractor model and incur ongoing legal costs as a part of this process. While we believe that FedEx Ground’s owner-operators are properly classiﬁ ed as independent contrac- tors, it is reasonably possible that we could incur a material loss in connection with one or more of these matters or be required to make material changes to our contractor model. However, we do not believe that any such changes will impair our ability to operate and proﬁ tably grow our FedEx Ground business. INDEPENDENT CONTRACTOR MATTERS FedEx Ground relies on owner-operators to conduct its linehaul and pickup-and-delivery operations, as the use of independent contractors is well suited to the needs of the ground delivery business and its customers. Although FedEx Ground believes its relationship with independent contractors is generally excel- lent, the company is involved in numerous lawsuits and other proceedings (such as state tax audits or other administrative challenges) where the classiﬁ cation of the contractors is at issue. For a description of these proceedings, see Note 16 of the accompanying consolidated ﬁ nancial statements. FedEx Ground has made changes to its relationships with con- tractors that, among other things, provide incentives for improved service and enhanced regulatory and other compliance by the contractors. For example: (cid:129) FedEx Ground has an ongoing nationwide program to provide greater incentives to contractors who choose to grow their businesses by adding routes. (cid:129) In New Hampshire and Maryland, because of state-speciﬁ c legal and regulatory issues, FedEx Ground has implemented its Independent Service Provider (“ISP”) model, which requires pickup-and-delivery contractors based in those states to, among other things: (i) assume responsibility for the pickup- and-delivery operations of an entire geographic service area that includes multiple routes, and (ii) negotiate independent agreements with FedEx Ground, rather than agree to a stan- dard contract. FedEx Ground is transitioning to the ISP model in Tennessee, Illinois, Massachusetts, Minnesota, Rhode Island and Vermont during 2011 and, based upon the success of this model, may in the company’s ordinary course transition to it in other states as well. (cid:129) Because of state-speciﬁ c legal and regulatory issues, FedEx Ground is requiring its contractors to (i) be organized as cor- porations registered and in good standing under applicable state law, and (ii) treat their personnel who provide services under their operating agreement with FedEx Ground as their employees. While many contractors already satisfy these requirements, other contractors will be required to meet these requirements prior to renewal of their contract, and special incentives are being offered to those who adopt the change and meet the requirements by the end of February 2011. (cid:129) As of May 31, 2010, two thirds of all FedEx Ground service areas nationwide were supported by multiple-route contrac- tors, which comprise approximately 39% of all FedEx Ground pickup-and-delivery contractors. We anticipate continuing changes to FedEx Ground’s relation- ships with its contractors, the nature, timing and amount of which are dependent on the outcome of numerous future events. We do not believe that any of these changes will impair our ability to operate and proﬁ tably grow our FedEx Ground business. 22 MANAGEMENT’S DISCUSSION AND ANALYSIS FEDEX FREIGHT SEGMENT The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating (loss)/ income and operating margin (dollars in millions) and selected statistics for the years ended May 31: 2010 2009 (2) 2008 (2) Percent Change 2009/ 2010/ 2008 2009 $ 4,321 $ 4,415 $ 4,934 (2) (11) Revenues Operating expenses: Salaries and employee beneﬁ ts 2,128 Purchased transportation 690 Rentals 116 Depreciation and amortization 198 Fuel 445 Maintenance and repairs 148 Impairment and other charges(3) 18 Intercompany charges(1) 351 380 Other Total operating expenses 4,474 Operating (loss)/income $ (153) $ Operating margin (3.5)% Average daily LTL shipments 2,247 540 139 2,381 582 119 224 520 153 100 109 427 227 608 175 – 81 432 (5) 28 (17) (12) (14) (3) (6) (7) 17 (1) (14) (13) (82) NM 35 222 (1) (11) 4,459 4,605 (44) $ 329 (1.0)% 6.7% (3) (113) – (248) (250)bp (770)bp (in thousands) 82.3 74.4 79.7 Weight per LTL shipment (lbs) LTL yield (revenue per hundredweight) 1,134 1,126 1,136 $ 17.07 $ 19.07 $ 19.65 (10) 11 1 (7) (1) (3) (1) Certain functions were transferred from the FedEx Freight segment to FedEx Services and FCIS effective August 1, 2009 (as described below). For 2010, the costs associated with these functions, previously a direct charge, were allocated to the FedEx Freight segment through intercompany allocations. (2) Includes Caribbean Transportation Services, which was merged into FedEx Express effective June 1, 2009. (3) Represents impairment charges associated with goodwill related to the FedEx National LTL acquisition. The charge in 2009 also includes other charges primarily associated with employee severance. Operating expenses: Salaries and employee beneﬁ ts Purchased transportation Rentals Depreciation and amortization Fuel Maintenance and repairs Impairment and other charges (2) Intercompany charges (3) Other Total operating expenses Operating margin Percent of Revenue (1) 2009 2008 2010 49.2% 16.0 2.7 4.6 10.3 3.4 0.4 8.1 8.8 103.5 50.9% 12.2 3.1 5.0 11.8 3.5 2.3 2.5 9.7 101.0 48.3% 11.8 2.4 4.6 12.3 3.5 – 1.6 8.8 93.3 (3.5)% (1.0)% 6.7% (1) Given the ﬁ xed-cost structure of our transportation networks, the year-over-year comparison of our operating expenses as a percentage of revenue has been affected by a number of factors, including the impact of lower fuel surcharges, the competitive pricing environment, weak economic conditions and our cost-containment activities. Collectively, these factors have distorted the comparability of certain of our operating expense captions on a relative basis. (2) Represents impairment charges associated with goodwill related to the FedEx National LTL acquisition. The charge in 2009 also includes other charges primarily associated with employee severance. (3) Certain functions were transferred from the FedEx Freight segment to FedEx Services and FCIS effective August 1, 2009 (as described below). For 2010, the costs associated with these functions, previously a direct charge, were allocated to the FedEx Freight segment through intercompany allocations. FEDEX FREIGHT SEGMENT REVENUES FedEx Freight segment revenues decreased 2% during 2010 due to lower LTL yield and the merger of Caribbean Transportation Services into FedEx Express effective June 1, 2009, mostly offset by higher average daily LTL shipments. LTL yield decreased 10% during 2010 due to a continuing highly competitive LTL freight market, resulting from excess capacity and lower fuel sur- charges. Discounted pricing drove an increase in average daily LTL shipments of 11% during 2010. FedEx Freight segment revenues decreased in 2009 primarily due to a decrease in average daily LTL shipments and lower LTL yield. Average daily LTL shipments decreased during 2009 as a result of the economic recession, which resulted in the weakest LTL environment in decades. LTL yield decreased during 2009 due to the effects of the competitive pricing environment and lower fuel surcharges. 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 2010 2009 2008 10.80% 16.10 14.00 8.30% 23.90 15.70 14.50% 23.70 17.70 In February 2010, we implemented 5.9% general rate increases for FedEx Freight and FedEx National LTL shipments. In January 2009, we implemented 5.7% general rate increases for FedEx Freight and FedEx National LTL shipments. 23 FEDEX CORPORATION Fuel costs decreased during 2009 due primarily to a lower average price per gallon of diesel fuel and decreased fuel consumption due to lower volume levels. Based on a static analysis of the year-over-year changes in fuel costs compared to changes in fuel surcharges, fuel surcharges offset the impact of fuel costs for 2009. However, this analysis does not consider other effects that fuel prices and related fuel surcharge levels have on our business, including changes in customer demand and the impact on base rates and rates paid to our third-party transportation pro- viders. Purchased transportation costs decreased during 2009 primarily due to lower shipment volumes and decreased utiliza- tion of third-party providers. Maintenance and repairs expense decreased in 2009 primarily due to lower shipment volumes and rebranding costs for FedEx National LTL incurred in 2008. Rent expense increased during 2009 primarily due to service center expansions related to strategically investing in key markets for long-term growth. Intercompany charges increased during 2009 primarily due to allocated telecommunication expenses (formerly a direct charge) and higher allocated information technology costs from FedEx Services. FEDEX FREIGHT SEGMENT OUTLOOK During 2011, the FedEx Freight segment will focus on several stra- tegic initiatives to improve productivity and yields. We expect volume growth to moderate later in 2011 as we continue to enhance our pricing discipline in an improving economy. This pricing discipline, which will come through a combination of general rate increases and renewal of terms with contractual customers, is expected to improve yields in 2011. Even with these expected improvements in yield, excess industry capacity is likely to remain and will continue to negatively impact our short-term operating performance. We expect productivity to improve as our LTL networks stabilize and we continue to evaluate our networks in light of the pricing environment and the competitive landscape, and will make changes where appropriate to improve our long- term proﬁ tability. Capital spending is expected to decline in 2011 with the majority of our spending resulting from the replacement of transportation and handling equipment. FEDEX FREIGHT SEGMENT OPERATING (LOSS)/INCOME A weak pricing environment, which led to aggressive discount- ing for our LTL freight services, resulted in an operating loss in 2010 at the FedEx Freight segment. The actions implemented in 2009 to lower our cost structure were more than offset by the negative impacts of lower LTL yields and higher volume-related costs, as signiﬁ cantly higher shipment levels required increased purchased transportation and other expenses during 2010. In addition, we recorded a charge of $18 million for the impairment of the remaining goodwill related to the FedEx National LTL acqui- sition. Year-over-year comparisons in 2010 were affected by a $90 million goodwill impairment charge in 2009 related to the FedEx National LTL acquisition and a $10 million charge in 2009 primarily related to employee severance. Intercompany charges increased in 2010 due to expenses asso- ciated with the functions of approximately 2,700 FedEx Freight segment employees that were transferred to FedEx Services and FCIS in the ﬁ rst quarter of 2010. The costs of these func- tions were previously a direct charge. As described above in the FedEx Services Segment section, these employees represented the sales, information technology, marketing, pricing, customer service, claims and credit and collection functions of the FedEx Freight segment and were transferred to allow further centraliza- tion of these functions into the FedEx Services segment shared service organization. For 2010, the costs of the functions were charged to the FedEx Freight segment through intercompany charges with an offsetting reduction in direct charges, primar- ily salaries and employee beneﬁ ts. These transfers had no net impact to operating income, although they signiﬁ cantly increased our intercompany allocations. Purchased transportation costs increased 28% in 2010 due to increased utilization of third-party transportation providers, which were required to support higher shipment volumes. Fuel costs decreased 14% during 2010 due to a lower average price per gal- lon of diesel fuel, partially offset by increased fuel consumption as a result of higher shipment volumes. Based on a static analy- sis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a negative impact to operating income in 2010. Rent expense decreased 17% and other operating expense decreased 11% in 2010 due to the merger of Caribbean Transportation Services into FedEx Express effective June 1, 2009. Depreciation and amorti- zation expense decreased 12% in 2010 due to the impact of the transfer of employees from the FedEx Freight segment to FedEx Services and FCIS during the ﬁ rst quarter of 2010. In 2009, the decrease in average daily LTL shipments and the competitive pricing environment driven by the U.S. recession and excess capacity in the market had a signiﬁ cant negative impact on operating income and operating margin. In addition, during 2009, we recorded a charge of $90 million related to the impairment of goodwill related to the FedEx National LTL acqui- sition and a charge of $10 million primarily related to employee severance. 24 MANAGEMENT’S DISCUSSION AND ANALYSIS Debt Financing Activities. We have a shelf registration statement ﬁ led with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock. During 2010, we repaid our $500 million 5.50% notes that matured on August 15, 2009 using cash from opera- tions and a portion of the proceeds of our January 2009 $1 billion senior unsecured debt offering. During 2010, we made principal payments in the amount of $153 million related to capital lease obligations. A $1 billion revolving credit facility is available to ﬁ nance our operations and other cash ﬂ ow needs and to provide support for the issuance of commercial paper. The revolving credit agree- ment expires in July 2012. The agreement contains a ﬁ nancial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times our last four ﬁ scal quarters’ rentals and landing fees) to capital (adjusted debt plus total common stockholders’ investment) that does not exceed 0.7 to 1.0. Our leverage ratio of adjusted debt to capital was 0.5 at May 31, 2010. Under this ﬁ nancial covenant, our additional borrowing capacity is capped, although this covenant continues to provide us with ample liquidity, if needed. 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, including our liquidity or borrowing capacity. As of May 31, 2010, no com- mercial paper was outstanding and the entire $1 billion under the revolving credit facility was available for future borrowings. Dividends. We paid cash dividends of $138 million in 2010, $137 million in 2009 and $124 million in 2008. On June 7, 2010, our Board of Directors declared a quarterly dividend of $0.12 per share of common stock, an increase of $0.01 per share. The dividend was paid on July 1, 2010 to stockholders of record as of the close of business on June 17, 2010. 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 ﬁ scal year. FINANCIAL CONDITION LIQUIDITY Cash and cash equivalents totaled $2.0 billion at May 31, 2010, compared to $2.3 billion at May 31, 2009. The following table pro- vides a summary of our cash ﬂ ows for the years ended May 31 (in millions): 2010 2009 2008 Operating activities: $ 1,184 Net income Noncash impairment charges 18 Other noncash charges and credits 2,514 (578) Changes in assets and liabilities Cash provided by $ 98 1,103 2,554 (1,002) $ 1,125 882 2,305 (847) operating activities 3,138 2,753 3,465 Investing activities: Capital expenditures Proceeds from asset dispositions and other Cash used in (2,816) (2,459) (2,947) 35 76 50 investing activities (2,781) (2,383) (2,897) Financing activities: Proceeds from debt issuance Principal payments on debt Dividends paid Other Cash (used in) provided by ﬁ nancing activities Effect of exchange rate changes on cash Net (decrease) increase in cash – (653) (138) 99 1,000 (501) (137) 38 – (639) (124) 146 (692) 400 (617) (5) (17) 19 and cash equivalents $ (340) $ 753 $ (30) Cash Provided by Operating Activities. Cash ﬂ ows from oper- ating activities increased $385 million in 2010 primarily due to the receipt of income tax refunds of $279 million and increased income. Cash ﬂ ows from operating activities decreased $712 mil- lion in 2009 primarily due to reduced income and a $600 million increase in contributions to our tax-qualiﬁ ed U.S. domestic pen- sion plans (“U.S. Retirement Plans”), partially offset by a $307 million reduction in income tax payments. We made tax-deduct- ible contributions of $848 million to our U.S. Retirement Plans during 2010, including $495 million in voluntary contributions. We made tax-deductible voluntary contributions of $1.1 billion to our U.S. Retirement Plans during 2009 and $479 million during 2008. Cash Used in Investing Activities. Capital expenditures dur- ing 2010 were 15% higher largely due to increased spending at FedEx Express. Capital expenditures during 2009 were 17% lower largely due to decreased spending at FedEx Express and FedEx Services. See “Capital Resources” for a discussion of capital expenditures during 2010 and 2009. 25 FEDEX CORPORATION to fund these expenditures. Historically, we have been success- ful in obtaining unsecured ﬁ nancing, from both domestic and international sources, although the marketplace for such invest- ment capital can become restricted depending on a variety of economic factors. Our capital expenditures are expected to be $3.2 billion in 2011 and will include spending for aircraft and related equipment at FedEx Express, network expansion at FedEx Ground and revenue equipment at the FedEx Freight segment. We expect approxi- mately 65% of capital expenditures in 2011 will be designated for growth initiatives and 35% for ongoing maintenance activities. Our expected capital expenditures for 2011 include $1.7 billion in investments for aircraft and related equipment at FedEx Express, such as the new B777Fs and the B757s, which are substantially more fuel-efﬁ cient per unit than the aircraft type they are replac- ing. Our aircraft spending is expected to be higher in 2011 than in previous years due to the acceleration of delivery and additional acquisitions of B777Fs. We have agreed to purchase a total of 38 B777F aircraft (34 from Boeing and four from other parties), six of which have been delivered, and hold options to purchase up to 15 additional B777F aircraft from Boeing. Our obligation to purchase 15 of these aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. These aircraft- related capital expenditures are necessary to achieve signiﬁ cant long-term operating savings and to support projected long-term international volume growth. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring signiﬁ cant costs to modify existing purchase agreements. As noted above, during 2010, we made $848 million in tax-deduct- ible contributions to our U.S. Retirement Plans, including $495 million in voluntary contributions. Our U.S. Retirement Plans have ample funds to meet expected beneﬁ t payments. For 2011, we anticipate making required contributions to our U.S. Retirement Plans totaling approximately $500 million, a reduction from 2010 due to the use of an available credit balance to reduce otherwise required pension contributions. Standard & Poor’s has assigned us a senior unsecured debt credit rating of BBB and commercial paper rating of A-2 and a ratings outlook of “stable.” During the third quarter of 2010, Moody’s Investors Service reafﬁ rmed our senior unsecured debt credit rating of Baa2 and commercial paper rating of P-2 and raised our ratings outlook to “stable.” If our credit ratings drop, our interest expense may increase. If our commercial paper rat- ings drop below current levels, we may have difﬁ culty utilizing the commercial paper market. If our senior unsecured debt credit ratings drop below investment grade, our access to ﬁ nancing may become limited. In 2011, we have scheduled debt payments of $270 million, which includes $250 million of principal payments on unsecured notes maturing in February 2011 and principal and interest payments on capital leases. CAPITAL RESOURCES Our operations are capital intensive, characterized by signiﬁ cant investments in aircraft, vehicles, technology, facilities, package- handling 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 ﬁ nancing 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): 2010 2009 2008 Percent Change 2009/ 2010/ 2008 2009 $ 1,537 $ 925 $ 998 66 (7) 630 220 742 319 900 404 Aircraft and related equipment Facilities and sort equipment Vehicles Information and technology investments 289 140 Other equipment Total capital expenditures FedEx Express segment FedEx Ground segment FedEx Freight segment FedEx Services segment Other Total capital $ 2,816 1,864 400 212 340 – 298 175 366 279 $ 2,459 1,348 636 240 235 – $ 2,947 1,716 509 266 455 1 (15) (31) (3) (20) 15 38 (37) (12) 45 – (18) (21) (19) (37) (17) (21) 25 (10) (48) NM expenditures $ 2,816 $ 2,459 $ 2,947 15 (17) Capital expenditures during 2010 were higher than the prior year primarily due to increased spending at FedEx Express for air- craft and aircraft-related equipment. Aircraft and aircraft-related equipment purchases at FedEx Express during 2010 included six new B777Fs, the ﬁ rst of which entered revenue service dur- ing the second quarter of 2010, and 12 B757s. FedEx Services capital expenditures increased in 2010 due to information tech- nology facility expansions and projects. Capital spending at FedEx Ground decreased in 2010 due to decreased spending for facilities and sort equipment and vehicles. Capital expenditures decreased during 2009 primarily due to decreased spending at FedEx Express for facilities and aircraft and aircraft-related equipment and decreased spending at FedEx Services due to the planned reduction in FedEx Ofﬁ ce network expansion, as well as decreased spending and the postponement of several informa- tion technology projects. LIQUIDITY OUTLOOK We believe that our existing cash and cash equivalents, cash ﬂ ow from operations, and available ﬁ nancing sources will be adequate to meet our liquidity needs, including working capital, capital expenditure requirements and debt payment obligations. Although we expect higher capital expenditures in 2011, we anticipate that our cash ﬂ ow from operations will be sufﬁ cient 26 MANAGEMENT’S DISCUSSION AND ANALYSIS CONTRACTUAL CASH OBLIGATIONS The following table sets forth a summary of our contractual cash obligations as of May 31, 2010. Certain of these contractual obligations are reﬂ ected 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, 2010. Accordingly, this table is not meant to represent a forecast of our total cash expenditures for any of the periods presented. (in millions) Operating activities: Operating leases Non-capital purchase obligations and other Interest on long-term debt Quarterly contributions to our U.S. Retirement Plans Investing activities: Aircraft and aircraft-related capital commitments(1) Other capital purchase obligations Financing activities: Debt Capital lease obligations Total 2011 2012 Payments Due by Fiscal Year (Undiscounted) 2014 2015 2013 Thereafter Total $ 1,776 226 144 500 $ 1,589 165 126 – $ 1,425 66 98 – $ 1,259 14 97 – $ 1,172 12 78 – $ 6,550 113 1,737 – $ 13,771 596 2,280 500 928 46 849 1 641 – 480 – 493 – 1,431 – 4,822 47 250 20 $ 3,890 – 8 $ 2,738 300 119 $ 2,649 250 2 $ 2,102 – 1 $ 1,756 989 14 $ 10,834 1,789 164 $ 23,969 (1) Subsequent to May 31, 2010, we entered into an agreement replacing the previously disclosed non-binding letter of intent to acquire two additional B777Fs and expect to take delivery of these aircraft in 2011. These aircraft are not included in the table above. We have certain contingent liabilities that are not accrued in our balance sheet in accordance with accounting principles gener- ally accepted in the United States. These contingent liabilities are not included in the table above. We have other long-term liabilities reﬂ ected in our balance sheet, including deferred income taxes, qualiﬁ ed and nonqualiﬁ ed pen- sion and postretirement healthcare plan liabilities and other self-insurance accruals. The payment obligations associated with these liabilities are not reﬂ ected 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 12 months, which are included in current liabilities. Included in the table above are anticipated quarterly contributions to our U.S. Retirement Plans totaling approximately $500 million for 2011 that begin in the ﬁ rst quarter. OPERATING ACTIVITIES In accordance with accounting principles generally accepted in the United States, future contractual payments under our operat- ing 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. The amounts reﬂ ected in the table above for operating leases represent future minimum lease payments under noncan- celable operating leases (principally aircraft and facilities) with an initial or remaining term in excess of one year at May 31, 2010. In the past, we ﬁ nanced a signiﬁ cant portion of our aircraft needs (and certain other equipment needs) using operating leases (a type of “off-balance sheet ﬁ nancing”). At the time that the deci- sion to lease was made, we determined that these operating leases would provide economic beneﬁ ts favorable to ownership with respect to market values, liquidity or after-tax cash ﬂ ows. The amounts reﬂ ected for purchase obligations represent non- cancelable agreements to purchase goods or services that are not capital related. Such contracts include those for printing and advertising and promotions contracts. Open purchase orders that are cancelable are not considered unconditional purchase obli- gations for ﬁ nancial reporting purposes and are not included in the table above. Such purchase orders often represent authori- zations to purchase rather than binding agreements. See Note 15 of the accompanying consolidated ﬁ nancial statements for more information. Included in the table above within the caption entitled “Non- capital purchase obligations and other” is our estimate of the current portion of the liability ($1 million) for uncertain tax posi- tions. We cannot reasonably estimate the timing of the long-term payments or the amount by which the liability will increase or decrease over time; therefore, the long-term portion of the liabil- ity ($81 million) is excluded from the table. See Note 10 of the accompanying consolidated financial statements for further information. The amounts reﬂ ected in the table above for interest on long-term debt represent future interest payments due on our long-term debt, all of which are ﬁ xed rate. INVESTING ACTIVITIES The amounts reﬂ ected in the table above for capital purchase obligations represent noncancelable agreements to purchase capital-related equipment. Such contracts include those for certain purchases of aircraft, aircraft modiﬁ cations, vehicles, facilities, computers and other equipment contracts. Commitments to purchase aircraft in passenger conﬁ guration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into noncancelable commitments to modify such aircraft. Open purchase orders that are cancelable are not con- sidered unconditional purchase obligations for ﬁ nancial reporting purposes and are not included in the table above. Such purchase orders often represent authorizations to purchase rather than binding agreements. See Note 15 of the accompanying consoli- dated ﬁ nancial statements for more information. 27 FEDEX CORPORATION FINANCING ACTIVITIES We have certain ﬁ nancial instruments representing potential commitments, not reﬂ ected 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 reﬂ ected in our balance sheets, where applicable. Therefore, no additional liability is reﬂ ected for the surety bonds and letters of credit themselves. The amounts reﬂ ected in the table above for long-term debt rep- resent future scheduled payments on our long-term debt. In 2011, we have scheduled debt payments of $270 million, which includes $250 million of principal payments on our 7.25% unsecured notes maturing in February 2011, and principal and interest payments on capital leases. CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make signiﬁ cant judgments and esti- mates to develop amounts reﬂ ected and disclosed in the ﬁ nancial 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 ﬁ nancial 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 ﬁ nancial statement elements that are either the most judgmental or involve the selec- tion or application of alternative accounting policies and are material to our ﬁ nancial 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 ﬁ rm. RETIREMENT PLANS Overview. We sponsor programs that provide retirement beneﬁ ts to most of our employees. These programs include deﬁ ned ben- eﬁ t pension plans, deﬁ ned contribution plans and postretirement healthcare plans. We made signiﬁ cant changes to our retirement plans during 2008 and 2009. Beginning January 1, 2008, we increased the annual company-matching contribution under the largest of our 401(k) plans covering most employees from a maximum of $500 to a maxi- mum of 3.5% of eligible compensation. Employees not participating in the 401(k) plan as of January 1, 2008 were automatically enrolled at 3% of eligible pay with a company match of 2% of eligible pay effective March 1, 2008. As a temporary cost-control measure, we suspended 401(k) company-matching contributions effective February 1, 2009. We reinstated these contributions at 50% of pre- vious levels for most employees effective January 1, 2010. Effective May 31, 2008, beneﬁ ts previously accrued under our primary pension plans using a traditional pension beneﬁ t for- mula (based on average earnings and years of service) were capped for most employees, and those beneﬁ ts will be payable beginning at retirement. Effective June 1, 2008, future pension beneﬁ ts for most employees began to be accrued under a cash balance formula we call the Portable Pension Account. These changes did not affect the beneﬁ ts of previously retired and terminated vested participants. In addition, these pension plans were modiﬁ ed to accelerate vesting from ﬁ ve years to three years for most participants. Under the Portable Pension Account, the retirement beneﬁ t 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. Under the tax-qualiﬁ ed plans, the pension beneﬁ t is payable as a lump sum or an annuity at retirement at the election of the employee. An employee’s pay credits are determined each year under a graded formula that combines age with years of service for points. The plan interest credit rate varies from year to year based on a U.S. Treasury index. Accounting and Reporting. The current rules for pension account- ing are complex and can produce tremendous volatility in our results, ﬁ nancial condition and liquidity. Our pension expense is primarily a function of the value of our plan assets and the discount rate used to measure our pension liability at a single point in time at the end of our ﬁ scal year (the measurement date). Both of these factors are signiﬁ cantly inﬂ uenced by the stock and bond markets, which in recent years have experienced sub- stantial volatility. In addition to expense volatility, we are required to record mark- to-market adjustments to our balance sheet on an annual basis for the net funded status of our pension and postretirement healthcare plans. These adjustments have ﬂ uctuated signiﬁ cantly over the past several years and like our pension expense, are a result of the discount rate and value of our plan assets at the measurement date. The funded status of our plans also impacts our liquidity, as current funding laws require increasingly aggres- sive funding levels for our pension plans. Our retirement plans cost is included in the “Salaries and Employee Beneﬁ ts” caption in our consolidated income state- ments. A summary of our retirement plans costs over the past three years is as follows (in millions): U.S. domestic and international pension plans U.S. domestic and international deﬁ ned contribution plans Postretirement healthcare plans 2010 2009 2008 $ 308 $ 177 $ 323 136 42 $ 486 237 57 $ 471 216 77 $ 616 Total retirement plans cost increased $15 million in 2010, primarily due to the negative impact of market conditions on our pension plan assets at our May 31, 2009 measurement date, mostly offset by lower expenses for our 401(k) plans due to the temporary sus- pension of the company-matching contributions. Those matching 28 MANAGEMENT’S DISCUSSION AND ANALYSIS The decrease in the discount rate for 2011 was driven by condi- tions in the market for high-grade corporate bonds, where yields have decreased signiﬁ cantly since May 31, 2009. The discount rate assumption is highly sensitive, as the following table illus- trates with our largest tax-qualiﬁ ed U.S. domestic pension plan: Sensitivity (in millions) Effect on 2011 Pension Expense Effect on 2010 Pension Expense One-basis-point change in discount rate $ 1.7 $ 1.5 At our May 31, 2010 measurement date, a 50-basis-point increase in the discount rate would have decreased our 2010 PBO by approximately $900 million and a 50-basis-point decrease in the discount rate would have increased our 2010 PBO by approxi- mately $1.0 billion. Plan Assets. The estimated average rate of return on plan assets is a long-term, forward-looking assumption that also materi- ally affects our pension cost. It is required to be the expected future long-term rate of earnings on plan assets. Our pension plan assets are invested primarily in listed securities, and our pension plans hold only a minimal investment in FedEx common stock that is entirely at the discretion of third-party pension fund investment managers. As part of our strategy to manage future pension costs and net funded status volatility, we have transi- tioned to a liability-driven investment strategy with a greater concentration of ﬁ xed-income securities to better align plan assets with liabilities. 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: (cid:129) the duration of our pension plan liabilities, which drives the investment strategy we can employ with our pension plan assets; (cid:129) the types of investment classes in which we invest our pension plan assets and the expected compound geometric return we can reasonably expect those investment classes to earn over time; and (cid:129) the investment returns we can reasonably expect our invest- ment 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. contributions were reinstated generally at 50% of their normal levels on January 1, 2010. Total retirement plans cost decreased $145 million in 2009, primarily due to a higher discount rate. Retirement plans cost in 2011 is expected to increase signiﬁ - cantly. This increase is attributable to an increase in pension plan and retiree medical expense of approximately $260 million, primarily as a result of a signiﬁ cantly lower discount rate. Pension Cost. The accounting for pension and postretirement healthcare plans includes numerous assumptions, such as: discount rates; expected long-term investment returns on plan assets; future salary increases; employee turnover; mortality; and retirement ages. These assumptions most signiﬁ cantly impact our U.S. domestic pension plans. The components of pension cost for all pension plans are as follows (in millions): Service cost Interest cost Expected return on plan assets Recognized actuarial (gains) losses and other Net periodic beneﬁ t cost 2010 2009 2008 $ 417 823 (955) $ 499 798 (1,059) $ 518 720 (985) 23 $ 308 (61) $ 177 70 $ 323 Pension cost was higher in 2010 by $131 million due to signiﬁ cant declines in the value of our plan assets due to market conditions at the end of 2009, partially offset by a higher discount rate. Following is a discussion of the key estimates we consider in determining our pension cost: Discount Rate. This is the interest rate used to discount the esti- mated future beneﬁ t payments that have been accrued to date (the projected beneﬁ t obligation, or “PBO”) to their net present value and to determine the succeeding year’s pension expense. The discount rate is determined each year at the plan measure- ment date. A decrease in the discount rate increases pension expense. The discount rate affects the PBO and pension expense based on the measurement dates, as described below. Measurement Date (1) Discount Rate Amounts Determined by Measurement Date and Discount Rate 5/31/2010 5/31/2009 6/01/2008 2/29/2008 2/28/2007 6.37% 7.68 7.15 6.96 6.01 2010 PBO and 2011 expense 2009 PBO and 2010 expense 2009 expense 2008 PBO 2007 PBO and 2008 expense (1) Accounting rules required us to change our measurement date to May 31, beginning in 2009. We determine the discount rate with the assistance of actuaries, who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better) with cash ﬂ ows that gen- erally match our expected beneﬁ t payments in future years. In developing this theoretical portfolio, we select bonds that match cash ﬂ ows to beneﬁ t payments, limit our concentration by indus- try and issuer, and apply screening criteria to ensure bonds with a call feature have a low probability of being called. To the extent scheduled bond proceeds exceed the estimated beneﬁ t pay- ments in a given period, the calculation assumes those excess proceeds are reinvested at one-year forward rates. 29 FEDEX CORPORATION 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 efﬁ ciency 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 (dollars in millions): Asset Class Domestic equities International equities Private equities Total equities Fixed-income securities Cash and other Plan Assets at Measurement Date Actual $ 4,569 1,502 399 6,470 6,205 380 $ 13,055 2010 Actual% 35% 12 3 50 47 3 100% Target% 33% 12 5 50 49 1 100% Actual $ 4,029 1,668 341 6,038 3,456 1,112 $ 10,606 2009 Actual% 38% 16 3 57 33 10 100% Target% 33% 12 5 50 49 1 100% Funded Status. Following is information concerning the funded status of our pension plans as of May 31 (in millions): 2010 2009 $ 14,484 13,295 $ (1,189) $ $ 11,050 10,812 (238) $ Funded Status of Plans: Projected beneﬁ t obligation (PBO) Fair value of plan assets Funded status of the plans Components of Funded Status by Plans: U.S. qualiﬁ ed plans U.S. nonqualiﬁ ed plans International plans Net funded status Components of Amounts Included in Balance Sheets: – Noncurrent pension assets Current pension and other beneﬁ t obligations (30) Noncurrent pension and other beneﬁ t obligations (1,159) Net amount recognized Cash Amounts: Cash contributions during the year Beneﬁ t payments during the year 900 391 $ $ $ (580) $ (348) (261) $ (1,189) $ $ (1,189) $ $ 278 (318) (198) (238) 311 (31) (518) (238) $ 1,146 351 $ The amounts recognized in the balance sheet reﬂ ect a snapshot of the state of our long-term pension liabilities at the plan mea- surement date and the effect of mark-to-market accounting on plan assets. At May 31, 2010, we recorded a decrease to equity through OCI of $1.0 billion (net of tax) to reﬂ ect unrealized actu- arial losses during 2010. Those losses are subject to amortization over future years and may be reﬂ ected in future income state- ments unless they are recovered. At May 31, 2009, we recorded a decrease to equity through OCI of $1.2 billion (net of tax) attribut- able to our pension plans. We have assumed an 8% compound geometric long-term rate of return on our U.S. domestic pension plan assets for 2011 and 2010 and 8.5% in 2009 and 2008, as described in Note 11 of the accompanying consolidated ﬁ nancial statements. A one-basis- point change in our expected return on plan assets impacts our pension expense by $1.3 million. The actual historical return on our U.S. pension plan assets, calculated on a compound geometric basis, was approximately 7.9%, net of investment manager fees, for the 15-year period ended May 31, 2010 and 7.5%, net of investment manager fees, for the 15-year period ended May 31, 2009. 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) by amortizing certain actuarial gains or losses over a period no longer than four years. Another method used in practice applies the market value of plan assets at the measurement date. The calculated-value method signiﬁ cantly mitigated the impact of asset value declines in the determination of our 2010 pension expense, reducing our 2010 expense by approximately $135 million. For purposes of valuing plan assets for determining 2011 pension expense, the calcu- lated-value method will result in the same value as the market value, as it did in 2009. 30 MANAGEMENT’S DISCUSSION AND ANALYSIS The funding requirements for our tax-qualiﬁ ed U.S. domestic pen- sion plans are governed by the Pension Protection Act of 2006, which has aggressive funding requirements in order to avoid beneﬁ t payment restrictions that become effective if the funded status determined under IRS rules falls below 80% at the begin- ning of a plan year. All of our qualiﬁ ed U.S. domestic pension plans had funded status levels in excess of 80% and our plans remain adequately funded to provide beneﬁ ts to our employees as they come due. Additionally, current beneﬁ t payments are nominal compared to our total plan assets (beneﬁ t payments for our tax-qualiﬁ ed U.S. domestic pension plans for 2010 were approximately $355 million or 3% of plan assets). During 2010, we made $848 million in tax-deductible contributions to our U.S. Retirement Plans, including $495 million in voluntary contributions. Over the past several years, we have made volun- tary contributions to our U.S. Retirement Plans in excess of the minimum required contributions. Amounts contributed in excess of the minimum required result in a credit balance for funding purposes that can be used to meet minimum contribution require- ments in future years. For 2011, we anticipate making required contributions to our U.S. Retirement Plans totaling approximately $500 million, a reduction from 2010 due to the use of a portion of our credit balance. Cumulative unrecognized actuarial losses were $5.2 billion through May 31, 2010, compared to $3.7 billion through May 31, 2009. These unrecognized losses reﬂ ect changes in the discount rates and differences between expected and actual asset returns, which are being amortized over future periods. These unrecog- nized 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 pension plan expense for 2011 includes $276 million of amortization of these actuarial losses versus $125 million in 2010, $44 million in 2009 and $162 million in 2008. 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 beneﬁ ts paid under employee healthcare and long-term disability programs. Our reserves are established for estimates of loss on reported claims, including incurred-but- not-reported claims. At May 31, 2010, there were $1.6 billion of self-insurance accruals reﬂ ected in our balance sheet ($1.5 bil- lion at May 31, 2009). Approximately 40% of these accruals were classiﬁ ed as current liabilities in 2010 and 2009. Our self-insurance accruals are primarily based on the actuarially estimated, undiscounted cost of claims to provide us with esti- mates of future claim costs based on claims incurred as of the balance sheet date. These estimates include consideration of factors such as severity of claims, frequency of claims and future healthcare costs. Cost trends on material accruals are updated each quarter. We self-insure up to certain limits that vary by oper- ating 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 infre- quent that incurred claims exceeded our self-insured limits. Other acceptable methods of accounting for these accruals include measurement of claims outstanding and projected 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. For example, during 2009, FedEx Ground recorded $70 million in incremental self-insurance reserves for liability insurance based on adverse experience on bodily injury claims. 31 FEDEX CORPORATION LONG-LIVED ASSETS Property and Equipment. Our key businesses are capital inten- sive, with approximately 58% of our total assets invested in our transportation and information systems infrastructures. We capitalize only those costs that meet the deﬁ nition 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 capi- talize certain aircraft-related major maintenance costs on one of our aircraft ﬂ eet types and amortize these costs over their estimated service lives. The depreciation or amortization of our capital assets over their estimated useful lives, and the determination of any salvage values, requires management to make judgments about future events. Because we utilize many of our capital assets over relatively long periods (the majority of aircraft costs are depre- ciated 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 eco- nomic use of the asset. This evaluation may result in changes in the estimated lives and residual values used to depreciate our aircraft and other equipment. For our aircraft, we typically assign no residual value due to the utilization of these assets in cargo conﬁ guration, which results in little to no value at the end of their useful life. These estimates affect the amount of depre- ciation expense recognized in a period and, ultimately, the gain or loss on the disposal of the asset. Changes in the estimated lives of assets will result in an increase or decrease in the amount of depreciation recognized in future periods and could have a material impact on our results of operations. Historically, gains and losses on operating equipment have not been material (typi- cally aggregating less than $10 million annually). However, such amounts may differ materially in the future due to changes in business levels, technological obsolescence, accident frequency, regulatory changes and other factors beyond our control. Because of the lengthy lead times for aircraft manufacture and modiﬁ cations, we must anticipate volume levels and plan our ﬂ eet requirements years in advance, and make commitments for aircraft based on those projections. Furthermore, the timing and availability of certain used aircraft types (particularly those with better fuel efﬁ ciency) may create limited opportunities to acquire these aircraft at favorable prices in advance of our capacity needs. These activities create risks that asset capacity may exceed demand and that an impairment of our assets may occur. Aircraft purchases (primarily aircraft in passenger conﬁ guration) that have not been placed in service totaled $101 million at May 31, 2010 and $130 million at May 31, 2009. We plan to modify these assets in the future and place them into operations. The accounting test for whether an asset held for use is impaired involves ﬁ rst comparing the carrying value of the asset with its estimated future undiscounted cash ﬂ ows. If the cash ﬂ ows do not exceed the carrying value, the asset must be adjusted to its current fair value. We operate integrated transportation networks and, accordingly, cash ﬂ ows for most of our operating assets are assessed at a network level, not at an individual asset level for our analysis of impairment. Further, decisions about capital investments are evaluated based on the impact to the overall network rather than the return on an individual asset. We make decisions to remove certain long-lived assets from service based on projections of reduced capacity needs or lower operating costs of newer aircraft types, and those decisions may result in an impairment charge. Assets held for disposal must be adjusted to their estimated fair values less costs to sell when the decision is made to dispose of the asset and certain other criteria are met. The fair value determinations for such aircraft may require management estimates, as there may not be active markets for some of these aircraft. Such estimates are subject to revision from period to period. There were no material property and equipment impairment charges recognized in 2010 or 2008. However, during 2009, we recorded $202 million in property and equipment impairment charges. These charges were primarily related to our decision to permanently remove from service certain aircraft, along with certain excess aircraft engines, at FedEx Express. Leases. We utilize operating leases to ﬁ nance 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 6 to the accompanying consolidated ﬁ nancial statements, at May 31, 2010 we had approximately $14 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, 2010 was approximately six years. The future commitments for operating leases are not reﬂ ected as a liability in our balance sheet under current U.S. accounting rules. The determination of whether a lease is accounted for as a capital lease or an operating lease requires management to make estimates primarily about the fair value of the asset and its estimated economic useful life. In addition, our evaluation includes ensuring we properly account for build-to-suit lease arrangements and making judgments about whether various forms of lessee involvement during the construction period make the lessee an agent for the owner-lessor or, in substance, the owner of the asset during the construction period. We believe we have well-deﬁ ned and controlled processes for making these evaluations, including obtaining third-party appraisals for mate- rial transactions to assist us in making these evaluations. 32 MANAGEMENT’S DISCUSSION AND ANALYSIS Goodwill. We have $2.2 billion of goodwill in our balance sheet from our acquisitions, representing the excess of cost over the fair value of the net assets we have acquired. Several factors give rise to goodwill in our acquisitions, such as the expected beneﬁ t from synergies of the combination and the existing work- force of the acquired entity. Our annual evaluation of goodwill impairment requires man- agement judgment and the use of estimates and assumptions to determine the fair value of our reporting units. Fair value is estimated using standard valuation methodologies (principally the income or market approach) incorporating market partici- pant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Estimates used by management can sig- niﬁ cantly affect the outcome of the impairment test. Changes in forecasted operating results and other assumptions could materi- ally affect these estimates. We perform our annual impairment tests in the fourth quarter unless circumstances indicate the need to accelerate the timing of the test. In connection with our annual impairment testing of goodwill and other intangible assets conducted in the fourth quarter of 2010, we recorded an impairment charge of $18 million for the remaining value of goodwill attributable to our FedEx National LTL reporting unit. Beginning in 2009, the U.S. recession had a signiﬁ cant nega- tive impact on the LTL industry resulting in volume declines, yield pressures and operating losses. These difﬁ cult conditions have continued in 2010 and the resulting excess capacity and competi- tive pricing environment has continued to negatively impact our FedEx National LTL reporting unit. Given these market conditions and our forecast for this business, we concluded the remaining goodwill was not recoverable. Our other reporting units with signiﬁ cant recorded goodwill include our FedEx Express, FedEx Freight (excluding FedEx National LTL) and FedEx Ofﬁ ce reporting units. We evaluated these remaining reporting units during the fourth quarter of 2010. The estimated fair value of each of these reporting units signiﬁ cantly exceeded their carrying values in 2010. Although we recorded goodwill impair- ment charges associated with our FedEx Ofﬁ ce reporting unit in 2009 and 2008, better-than-expected results in 2010, combined with an improved long-term outlook, drove an increase in the valu- ation of this reporting unit. As a result, no additional testing or impairment charges were necessary and we do not believe that any of these reporting units are at risk. FedEx Ofﬁ ce Goodwill. During 2009 and 2008, we recorded aggre- gate charges of $1.7 billion for impairment of the Kinko’s trade name and the goodwill recorded as a result of the FedEx Ofﬁ ce acquisition. In 2008, we recorded a charge of $891 million pre- dominantly related to a $515 million impairment of the Kinko’s trade name and a $367 million impairment of goodwill. This charge was a result of the decision to phase out the use of the Kinko’s trade name and reduced proﬁ tability at FedEx Ofﬁ ce over the forecast period. In 2009, despite several actions taken to reduce FedEx Ofﬁ ce’s cost structure and the initiation of an internal reor- ganization designed to improve revenue-generating capabilities and reduce costs, we recorded a goodwill impairment charge of $810 million. This charge was a result of reduced proﬁ tability at FedEx Ofﬁ ce over the forecast period. Additional discussion of the key assumptions related to these charges is included in Note 3 to our consolidated ﬁ nancial statements. FedEx National LTL Goodwill. In 2009, we recorded a goodwill impairment charge of $90 million at our FedEx National LTL reporting unit. This charge was a result of reduced revenues and increased operating losses due to the negative impact of the U.S. recession. The forecast used in the valuation assumed operating losses would continue in the near-term due to the weak eco- nomic conditions and excess capacity in the industry which had a signiﬁ cant negative impact on the valuation of the FedEx National LTL reporting unit. Additional discussion of the key assumptions related to these charges is included in Note 3 to our consolidated ﬁ nancial statements. CONTINGENCIES We are subject to various loss contingencies, including tax proceedings and litigation, in connection with our operations. Contingent liabilities are difﬁ cult to measure, as their measure- ment is subject to multiple factors that are not easily predicted or projected. Further, additional complexity in measuring these liabilities arises due to the various jurisdictions in which these matters occur, which makes our ability to predict their outcome highly uncertain. Moreover, different accounting rules must be employed to account for these items based on the nature of the contingency. Accordingly, signiﬁ cant management judgment is required to assess these matters and to make determinations about the measurement of a liability, if any. Our material pending loss contingencies are described in Note 16 to our consolidated ﬁ nancial statements. In the opinion of management, the aggre- gate liability, if any, of individual matters or groups of matters not speciﬁ cally described in Note 16 is not expected to be material to our ﬁ nancial position, results of operations or cash ﬂ ows. The following describes our method and associated processes for evaluating these matters. 33 FEDEX CORPORATION Tax Contingencies. We are subject to income and operating tax rules of the U.S., and its states and municipalities, and of the foreign jurisdictions in which we operate. Signiﬁ cant judg- ment is required in determining income tax provisions, as well as deferred tax asset and liability balances and related deferred tax valuation allowances, if necessary, due to the complexity of these rules and their interaction with one another. We account for income taxes by recording both current taxes payable and deferred tax assets and liabilities. Our provision for income taxes is based on domestic and international statutory income tax rates in the jurisdictions in which we operate, applied to taxable income, reduced by applicable tax credits. We account for operating taxes based on multi-state, local and foreign taxing jurisdiction rules in those areas in which we oper- ate. Provisions for operating taxes are estimated based upon these rules, asset acquisitions and disposals, historical spend and other variables. These provisions are consistently evaluated for reasonableness against compliance and risk factors. Tax contingencies arise from uncertainty in the application of tax rules throughout the many jurisdictions in which we oper- ate. These tax contingencies are impacted by several factors, including tax audits, appeals, litigation, changes in tax laws and other rules, and their interpretations, and changes in our busi- ness, among other things, in the various federal, state, local and foreign tax jurisdictions in which we operate. We regularly assess the potential impact of these factors for the current and prior years to determine the adequacy of our tax provisions. We continually evaluate the likelihood and amount of potential adjustments and adjust our tax positions, including the current and deferred tax liabilities, in the period in which the facts that give rise to a revision become known. In addition, management considers the advice of third parties in making conclusions regarding tax consequences. We recognize liabilities for uncertain income tax positions based on a two-step process. The ﬁ rst step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or liti- gation processes, if any. The second step requires us to estimate and measure the tax beneﬁ t as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inher- ently difﬁ cult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. These reevaluations are based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, success- fully settled issues under audit and new audit activity. Such a change in recognition or measurement could result in the recog- nition of a tax beneﬁ t or an increase to the related provision. We classify interest related to income tax liabilities as interest expense, and if applicable, penalties are recognized as a compo- nent of income tax expense. The income tax liabilities and accrued interest and penalties that are due within one year of the balance sheet date are presented as current liabilities. The remaining por- tion of our income tax liabilities and accrued interest and penalties are presented as noncurrent liabilities because payment of cash is not anticipated within one year of the balance sheet date. These noncurrent income tax liabilities are recorded in the caption “Other liabilities” in our consolidated balance sheets. We measure and record operating tax contingency accruals in accordance with accounting guidance for contingencies. As dis- cussed below, this guidance requires an accrual of estimated loss from a contingency, such as a tax or other legal proceeding or claim, when it is probable that a loss will be incurred and the amount of the loss can be reasonably estimated. Other Contingencies. Because of the complex environment in which we operate, we are subject to other legal proceedings and claims, including those relating to general commercial matters, employment-related claims and FedEx Ground’s owner-operators. Accounting guidance for contingencies requires an accrual of estimated loss from a contingency, such as a tax or other legal proceeding or claim, when it is probable (i.e., the future event or events are likely to occur) that a loss will be incurred and the amount of the loss can be reasonably estimated. This guidance also requires disclosure of a loss contingency matter when, in management’s judgment, a material loss is reasonably possible or probable of occurring. Our legal department maintains thorough processes to identify, evaluate and monitor the status of litigation and other loss con- tingencies as they arise and develop. Management has regular, comprehensive litigation and contingency reviews, including updates from internal and external counsel, to assess the need for accounting recognition of a loss or disclosure of these con- tingencies. In determining whether a loss should be accrued or a loss contingency disclosed, we evaluate, among other factors, the degree of probability of an unfavorable outcome or settlement and the ability to make a reasonable estimate of the amount of loss. Events may arise that were not anticipated and the outcome of a contingency may result in a loss to us that differs materially from our previously estimated liability. MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS INTEREST RATES While we currently have market risk sensitive instruments related to interest rates, we have no signiﬁ cant exposure to changing interest rates on our long-term debt because the interest rates are ﬁ xed on all of our long-term debt. As disclosed in Note 5 to the accompanying consolidated financial statements, we had outstanding ﬁ xed-rate, long-term debt (exclusive of capital leases) with estimated fair values of $2.1 billion at May 31, 2010 and $2.4 billion at May 31, 2009. Market risk for ﬁ xed-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 $41 million as of May 31, 2010 and $35 million as of May 31, 2009. 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. 34 MANAGEMENT’S DISCUSSION AND ANALYSIS FOREIGN CURRENCY While we are a global provider of transportation, e-commerce and business services, the substantial majority of our trans- actions are denominated in U.S. dollars. The principal foreign currency exchange rate risks to which we are exposed are in the euro, Chinese yuan, Canadian dollar, British pound and Japanese yen. Historically, our exposure to foreign currency ﬂ uctuations is more signiﬁ cant with respect to our revenues than our expenses, as a signiﬁ cant portion of our expenses are denominated in U.S. dollars, such as aircraft and fuel expenses. During 2010, oper- ating income was positively impacted due to foreign currency ﬂ uctuations. During 2009, foreign currency ﬂ uctuations negatively impacted operating income. However, favorable foreign currency ﬂ uctuations also may have had an offsetting impact on the price we obtained or the demand for our services, which is not quantiﬁ - able. At May 31, 2010, the result of a uniform 10% strengthening in the value of the dollar relative to the currencies in which our transactions are denominated would result in a decrease in oper- ating income of $33 million for 2011. This theoretical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. This calculation is not indica- tive of our actual experience in foreign currency transactions. In addition to the direct effects of changes in exchange rates, ﬂ uctuations in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ services become more or less attractive. The sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices. COMMODITY While we have market risk for changes in the price of jet and vehicle fuel, this risk is largely mitigated by our fuel surcharges because 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 timing lag (approximately six to eight weeks for FedEx Express and FedEx Ground) before they are adjusted for changes in fuel prices. Our fuel surcharge index also allows fuel prices to ﬂ uctuate approximately 2% for FedEx Express and approximately 5% for FedEx Ground before an adjustment to the fuel surcharge occurs. Accordingly, our oper- ating income in a speciﬁ c period may be signiﬁ cantly affected should the spot price of fuel suddenly change by a substantial amount or change by amounts that do not result in an adjustment in our fuel surcharges. OTHER We do not purchase or hold any derivative ﬁ nancial instruments for trading purposes. RISK FACTORS Our ﬁ nancial 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 signiﬁ cant resources to pro- moting and protecting them. Adverse publicity (whether or not justiﬁ ed) 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 ﬁ nancial condition, liquidity and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand. Labor organizations attempt to organize groups of our employees from time to time, and potential changes in labor laws could make it easier for them to do so. If we are unable to continue to maintain good relationships with our employees and prevent labor organi- zations from organizing groups of our employees, our operating costs could signiﬁ cantly increase and our operational ﬂ exibil- ity could be signiﬁ cantly reduced. Despite continual organizing attempts by labor unions, other than the pilots of FedEx Express, all of our U.S. employees have thus far chosen not to unionize. The U.S. Congress is considering adopting changes in labor laws, however, that would make it easier for unions to organize small units of our employees. For example, in May 2009, the U.S. House of Representatives passed the FAA Reauthorization Act, which includes a provision that would remove most FedEx Express employees from the purview of the Railway Labor Act of 1926, as amended (the “RLA”). This labor provision was not in the version of the bill passed in March 2010 by the U.S. Senate. Should the House version of the FAA Reauthorization Act (or a similar bill removing FedEx Express from RLA jurisdiction) be passed by the entire Congress and signed into law by the President, it could expose our customers to the type of service disruptions that the RLA was designed to prevent — local work stoppages in key areas that interrupt the timely ﬂ ow of shipments of time-sensitive, high-value goods throughout our global network. Such disrup- tions could threaten our ability to provide competitively priced shipping options and ready access to global markets. There is also the possibility that the U.S. Congress could pass other labor 35 FEDEX CORPORATION legislation, such as the currently proposed Employee Free Choice Act (the “EFCA”) (also called “card-check legislation”), that could adversely affect our companies, such as FedEx Ground and FedEx Freight, whose employees are governed by the National Labor Relations Act of 1935, as amended (the “NLRA”). The EFCA would amend the NLRA to substantially liberalize the procedures for union organization — for example, by eliminating employees’ absolute right to a secret ballot vote in union elections. The EFCA could also require imposition of an arbitrated initial contract that could include pay, beneﬁ t and work rules that could adversely impact employers. Finally, changes to federal or state laws gov- erning employee classiﬁ cation could impact the status of FedEx Ground’s owner-operators as independent contractors. 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 ﬁ nancial results. 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 mostly successful in mitigating over time the expense impact of higher fuel costs through our indexed fuel surcharges, as the amount of the surcharges is closely linked to the market prices for fuel. If we are unable to maintain or increase our fuel surcharges because of competitive pricing pressures or some other reason, fuel costs could adversely impact our operating results. Even if we are able to offset the cost of fuel with our surcharges, high fuel surcharges could move our customers, especially in the U.S. domestic market, away from our higher- yielding express services to our lower-yielding ground services or even reduce customer demand for our services altogether. These effects were evident in the ﬁ rst quarter of 2009, as fuel prices reached all-time highs. In addition, disruptions in the sup- ply of fuel could have a negative impact on our ability to operate our transportation networks. Our businesses are capital intensive, and we must make capi- tal expenditures based upon projected volume levels. We make signiﬁ cant investments in aircraft, vehicles, technology, package handling facilities, sort equipment, copy equipment and other assets to support our transportation and business networks. We also make signiﬁ cant 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 purchase or modify aircraft years before the aircraft are actually needed. We must predict volume levels and ﬂ eet requirements 36 and make commitments for aircraft based on those projections. Missing our projections could result in too much or too little capacity relative to our shipping volumes. Overcapacity could lead to asset dispositions or write-downs and undercapacity could negatively impact service levels. For example, during 2009, as a result of excess aircraft capacity at FedEx Express, we permanently removed certain aircraft and certain excess aircraft engines from service and thus recorded a charge of $199 million. We face intense competition, especially in the LTL freight indus- try. The transportation and business services markets are both highly competitive and sensitive to price and service, espe- cially in periods of little or no macro-economic growth. Some of our competitors have more ﬁ nancial 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, and weak economic conditions have led to excess capacity and a very competitive pricing environment, especially in the LTL freight industry. As a result, the FedEx Freight segment experienced yield declines and operating losses during 2009 and 2010. An irrational pricing environment can limit our ability not only to maintain or increase our prices (including our fuel surcharges in response to rising fuel costs), but also to maintain or grow our market share. In addition, maintaining a broad portfolio of services is impor- tant to keeping and attracting customers. While we believe we compete effectively through our current service offerings, if our competitors offer a broader range of services 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 ﬁ nancial results and reputation may suffer. Our strategy for long-term growth, productivity and proﬁ t- ability depends in part on our ability to make prudent strategic acquisitions and to realize the beneﬁ ts 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. During 2004, we acquired Kinko’s, Inc. (now known as FedEx Ofﬁ ce). While we expect our past and future acquisitions to enhance our value proposition to customers and improve our long-term proﬁ tability, there can be no assurance that we will realize our expectations within the time frame we have established, if at all, or that we can continue to support the value we allocate to these acquired businesses, including their goodwill or other intangible assets. As an example, during 2008, 2009 and 2010, we recorded aggregate charges of $1.8 billion for impairment of the value of the Kinko’s trade name and portions of the goodwill recorded as a result of the FedEx Ofﬁ ce and FedEx National LTL acquisitions. These charges were necessary, among other reasons, because the recent and fore- casted ﬁ nancial performance of those companies did not meet our original expectations as a result of weak economic conditions. MANAGEMENT’S DISCUSSION AND ANALYSIS FedEx Ground relies on owner-operators to conduct its line- haul and pickup-and-delivery operations, and the status of these owner-operators as independent contractors, rather than employees, is being challenged. FedEx Ground’s use of indepen- dent contractors is well suited to the needs of the ground delivery business and its customers, as evidenced by the strong growth of this business segment. We are involved in numerous lawsuits (including many that have been certiﬁ ed as class actions) and state tax and other administrative proceedings that claim that the company’s owner-operators or their drivers should be treated as our employees, rather than independent contractors. We expect to incur certain costs, including legal fees, in defending the status of FedEx Ground’s owner-operators as independent contractors. We believe that FedEx Ground’s owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the company’s independent contractors. However, adverse determinations in these matters could, among other things, entitle certain of our contractors and their drivers to the reimbursement of certain expenses and to the beneﬁ t of wage-and-hour laws and result in employment and withholding tax and beneﬁ t liability for FedEx Ground, and could result in changes to the independent contrac- tor status of FedEx Ground’s owner-operators. If FedEx Ground is compelled to convert its independent contractors to employees, labor organizations could more easily organize these individuals, our operating costs could increase materially and we could incur signiﬁ cant 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 July 2007, the U.S. Transportation Security Administration issued to us a Full All-Cargo Aircraft Operator Standard Security Plan, which contained many new and enhanced security requirements. These requirements are not static, but will change periodically as the result of regulatory and legislative requirements, and to respond to evolving threats. Until these requirements are adopted, 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 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 speciﬁ c ﬂ ights 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. We may be affected by global climate change or by legal, regula- tory or market responses to such change. Concern over climate change, including the impact of global warming, has led to sig- niﬁ cant U.S. and international legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions. For example, dur- ing 2009, the European Commission approved the extension of the European Union Emissions Trading Scheme (“ETS”) for GHG emissions, to the airline industry. Under this decision, all FedEx Express ﬂ ights to and from any airport in any member state of the European Union will be covered by the ETS requirements begin- ning in 2012, and each year we will be required to submit emission allowances in an amount equal to the carbon dioxide emissions from such ﬂ ights. In addition, the U.S. House of Representatives has passed and the Senate continues to consider a bill that would regulate GHG emissions, and some form of federal climate change legislation is possible in the relatively near future. Increased reg- ulation regarding GHG emissions, especially aircraft or diesel engine emissions, could impose substantial costs on us, espe- cially at FedEx Express. These costs include an increase in the cost of the fuel and other energy we purchase and capital costs associated with updating or replacing our aircraft or vehicles prematurely. Until the timing, scope and extent of such regulation becomes known, we cannot predict its effect on our cost struc- ture or our operating results. It is reasonably possible, however, that it could impose material costs on us. Moreover, even without such regulation, increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies in the airline and transportation industries could harm our reputa- tion and reduce customer demand for our services, especially our air express services. Finally, given the broad and global scope of our operations and our susceptibility to global macro-economic trends, we are particularly vulnerable to the physical risks of cli- mate change that could affect all of humankind, such as shifts in world ecosystems. We will soon be negotiating a new collective bargaining agree- ment with the union that represents the pilots of FedEx Express. FedEx Express pilots are employed under a collective bargain- ing agreement that becomes amendable on October 31, 2010. In accordance with applicable labor law, we will continue to operate under our current agreement while we negotiate with our pilots. We cannot predict the outcome of these negotiations. The terms of any new collective bargaining agreement could increase our operating costs and adversely affect our ability to compete with other providers of express delivery services. On the other hand, if we are unable to reach agreement on a new collective bargaining agreement, we may be subject to a strike or work stoppages by our pilots, subject to the requirements of the RLA. These actions could have a negative impact on our ability to operate our express transportation network and ultimately cause us to lose customers. 37 FEDEX CORPORATION We are also subject to risks and uncertainties that affect many other businesses, including: FORWARD-LOOKING STATEMENTS Certain statements in this report, including (but not limited to) those contained in “Outlook (including segment outlooks),” “Liquidity,” “Capital Resources,” “Liquidity Outlook,” “Contractual Cash Obligations” and “Critical Accounting Estimates,” and the “Retirement Plans” and “Contingencies” notes to the consoli- dated ﬁ nancial statements, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our ﬁ nancial condition, results of operations, cash ﬂ ows, plans, objectives, future performance and business. Forward-looking statements include those pre- ceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expres- sions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, the risk factors identiﬁ ed above and the other risks and uncertainties you can ﬁ nd in our press releases and other SEC ﬁ lings. 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 cir- cumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. (cid:129) increasing costs, the volatility of costs and funding requirements and other legal mandates for employee beneﬁ ts, especially pen- sion and healthcare beneﬁ ts; (cid:129) the impact of any international conﬂ icts 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; (cid:129) any impacts on our businesses resulting from new domestic or international government laws and regulation; (cid:129) changes in foreign currency exchange rates, especially in the euro, Chinese yuan, Canadian dollar, British pound and Japanese yen, which can affect our sales levels and foreign currency sales prices; (cid:129) market acceptance of our new service and growth initiatives; (cid:129) any liability resulting from and the costs of defending against class-action litigation, such as wage-and-hour and discrimina- tion and retaliation claims, and any other legal proceedings; (cid:129) the impact of technology developments on our operations and on demand for our services, and our ability to continue to identify and eliminate unnecessary information technology redundancy and complexity throughout the organization; (cid:129) adverse weather conditions or natural disasters, such as earthquakes, volcanoes, and hurricanes, which can disrupt our electrical service, damage our property, disrupt our opera- tions, increase our fuel costs and adversely affect our shipment levels; (cid:129) widespread outbreak of an illness or any other communicable disease, or any other public health crisis; and (cid:129) availability of ﬁ nancing on terms acceptable to us and our abil- ity to maintain our current credit ratings, especially given the capital intensity of our operations. We are directly affected by the state of the economy. While the global, or macro-economic, risks listed above apply to most companies, we are particularly vulnerable. The transportation industry is highly cyclical and especially susceptible to trends in economic activity, such as the recent global recession. Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods — key macro-economic measurements. When individuals and compa- nies purchase and produce fewer goods, we transport fewer goods. In addition, we have a relatively high ﬁ xed-cost struc- ture, which is difﬁ cult to quickly adjust to match shifting volume levels. Moreover, as we grow our international business, we are increasingly affected by the health of the global economy. As a result, the recent global recession has had a disproportionately negative impact on us and our recent ﬁ nancial results. 38 FEDEX CORPORATION MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over ﬁ nancial reporting (as deﬁ ned in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over ﬁ nancial reporting includes, among other things, deﬁ ned 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 moni- tor the effectiveness of our internal control over ﬁ nancial reporting and actions are taken to correct all identiﬁ ed deﬁ ciencies. Our procedures for ﬁ nancial reporting include the active involvement of senior management, our Audit Committee and our staff of highly qualiﬁ ed ﬁ nancial and legal professionals. Management, with the participation of our principal executive and ﬁ nancial ofﬁ cers, assessed our internal control over ﬁ nancial reporting as of May 31, 2010, the end of our ﬁ scal 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, 2010. The effectiveness of our internal control over ﬁ nancial reporting as of May 31, 2010, has been audited by Ernst & Young LLP, the inde- pendent registered public accounting ﬁ rm who also audited the Company’s consolidated ﬁ nancial statements included in this Annual Report. Ernst & Young LLP’s report on the Company’s internal control over ﬁ nancial reporting is included in this Annual Report. 39 FEDEX CORPORATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders FedEx Corporation We have audited FedEx Corporation’s internal control over ﬁ nancial reporting as of May 31, 2010, based on criteria 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 ﬁ nancial reporting, and for its assessment of the effectiveness of internal control over ﬁ nancial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over ﬁ nancial 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 ﬁ nancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over ﬁ nancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over ﬁ nancial reporting is a process designed to provide reasonable assurance regarding the reliabil- ity of ﬁ nancial reporting and the preparation of ﬁ nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over ﬁ nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂ ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁ nancial 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 ﬁ nancial statements. Because of its inherent limitations, internal control over ﬁ nancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, FedEx Corporation maintained, in all material respects, effective internal control over ﬁ nancial reporting as of May 31, 2010, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of FedEx Corporation as of May 31, 2010 and 2009, and the related consolidated statements of income, changes in stockholders’ investment and comprehensive income, and cash ﬂ ows for each of the three years in the period ended May 31, 2010 of FedEx Corporation and our report dated July 15, 2010 expressed an unqualiﬁ ed opinion thereon. Memphis, Tennessee July 15, 2010 40 FEDEX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts) REVENUES OPERATING EXPENSES: Salaries and employee beneﬁ ts Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Impairment and other charges 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 ﬁ nancial statements. 2010 $ 34,734 14,027 4,728 2,359 1,958 3,106 1,715 18 4,825 32,736 1,998 (79) 8 (33) (104) 1,894 710 $ 1,184 3.78 $ 3.76 $ Years ended May 31, 2009 $ 35,497 13,767 4,534 2,429 1,975 3,811 1,898 1,204 5,132 34,750 747 (85) 26 (11) (70) 677 579 98 0.31 0.31 $ $ $ 2008 $ 37,953 14,202 4,634 2,441 1,946 4,409 2,068 882 5,296 35,878 2,075 (98) 44 (5) (59) 2,016 891 $ 1,125 3.64 $ 3.60 $ 41 FEDEX CORPORATION CONSOLIDATED BALANCE SHEETS (In millions, except share data) ASSETS Current Assets Cash and cash equivalents Receivables, less allowances of $166 and $196 Spare parts, supplies and fuel, less allowances of $170 and $175 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 Pension assets Other assets Total other long-term assets LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current Liabilities Current portion of long-term debt Accrued salaries and employee beneﬁ ts 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 beneﬁ t 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; 314 million shares issued as of May 31, 2010 and 312 million shares issued as of May 31, 2009 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, at cost Total common stockholders’ investment The accompanying notes are an integral part of these consolidated ﬁ nancial statements. 42 May 31, 2010 2009 $ 1,952 4,163 389 529 251 7,284 11,640 5,193 4,218 3,170 7,081 31,302 16,917 14,385 2,200 – 1,033 3,233 $ 24,902 262 $ 1,146 1,522 1,715 4,645 1,668 891 1,705 960 804 267 151 4,778 31 2,261 13,966 (2,440) (7) 13,811 $ 24,902 $ 2,292 3,391 367 511 555 7,116 10,118 4,960 4,280 3,078 6,824 29,260 15,843 13,417 2,229 311 1,171 3,711 $ 24,244 $ 653 861 1,372 1,638 4,524 1,930 1,071 934 904 802 289 164 4,164 31 2,053 12,919 (1,373) (4) 13,626 $ 24,244 FEDEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) OPERATING ACTIVITIES Net income Adjustments to reconcile net income to cash provided by operating activities: 2010 Years ended May 31, 2009 2008 $ 1,184 $ 98 $ 1,125 Depreciation and amortization Provision for uncollectible accounts Deferred income taxes and other noncash items Noncash impairment charges Stock-based compensation Changes in assets and liabilities: Receivables Other assets Pension assets and liabilities, net Accounts payable and other liabilities Other, net Cash provided by operating activities INVESTING ACTIVITIES Capital expenditures Proceeds from asset dispositions and other Cash used in investing activities FINANCING ACTIVITIES Principal payments on debt Proceeds from debt issuance Proceeds from stock issuances Excess tax beneﬁ t on the exercise of stock options Dividends paid Other, net Cash (used in) provided by ﬁ nancing activities Effect of exchange rate changes on cash Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 1,958 124 331 18 101 (906) 276 (611) 710 (47) 3,138 (2,816) 35 (2,781) (653) – 94 25 (138) (20) (692) (5) (340) 2,292 $ 1,952 1,975 181 299 1,103 99 762 (196) (913) (628) (27) 2,753 (2,459) 76 (2,383) (501) 1,000 41 4 (137) (7) 400 (17) 753 1,539 $ 2,292 The accompanying notes are an integral part of these consolidated ﬁ nancial statements. 1,946 134 124 882 101 (447) (237) (273) 190 (80) 3,465 (2,947) 50 (2,897) (639) – 108 38 (124) – (617) 19 (30) 1,569 $ 1,539 43 Accumulated Other Comprehensive Income (Loss) $ (1,030) – Treasury Stock $ (4) – FEDEX CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ INVESTMENT AND COMPREHENSIVE INCOME (In millions, except share data) BALANCE AT MAY 31, 2007 Net income Foreign currency translation adjustment, net of tax of $15 Retirement plans adjustments, net of tax of $296 Total comprehensive income Cash dividends declared ($0.30 per share) Employee incentive plans and other (2,556,318 shares issued) BALANCE AT MAY 31, 2008 Adjustment to opening balances for retirement plans measurement date transition, net of tax beneﬁ t of $26 and expense of $220, respectively BALANCE AT JUNE 1, 2008 Net income Foreign currency translation adjustment, net of tax of $28 Retirement plans adjustments, net of tax of $718 Total comprehensive loss Cash dividends declared ($0.44 per share) Employee incentive plans and other (995,271 shares issued) BALANCE AT MAY 31, 2009 Net income Foreign currency translation adjustment, net of tax of $2 Retirement plans adjustments, net of tax of $617 Total comprehensive income Purchase of treasury stock Cash dividends declared ($0.44 per share) Employee incentive plans and other Common Stock $ 31 – Additional Paid-in Capital $ 1,689 – – – – – 31 – 31 – – – – – 31 – – – – – – – – 233 1,922 – 1,922 – – – – 131 2,053 – – – – – Retained Earnings $ 11,970 1,125 – – (93) – 13,002 (44) 12,958 98 99 506 – – (425) 369 (56) – – – (112) (1,205) (137) – – 12,919 1,184 – – – (137) – (1,373) – (25) (1,042) – – (2,375,753 shares issued) BALANCE AT MAY 31, 2010 – $ 31 208 $ 2,261 – $ 13,966 – $ (2,440) The accompanying notes are an integral part of these consolidated ﬁ nancial statements. 44 Total $ 12,656 1,125 99 506 1,730 (93) 233 14,526 325 14,851 98 (112) (1,205) (1,219) (137) 131 13,626 1,184 (25) (1,042) 117 (3) (137) 208 $ 13,811 – – – – (4) – (4) – – – – – (4) – – – (3) – – $ (7) 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. Our primary operating companies are Federal Express Corporation (“FedEx Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a lead- ing provider of small-package ground delivery services; and the FedEx Freight LTL Group, which comprises the FedEx Freight and FedEx National LTL businesses of FedEx Freight Corporation, a leading U.S. provider of less-than-truckload (“LTL”) freight ser- vices. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), form the core of our reportable segments. Our FedEx Services segment provides sales, marketing, information technology and customer service support to our transportation segments. In addi- tion, the FedEx Services segment provides customers with retail access to FedEx Express and FedEx Ground shipping services through FedEx Ofﬁ ce and Print Services, Inc. (“FedEx Ofﬁ ce”). FISCAL YEARS Except as otherwise specified, references to years indicate our ﬁ scal year ended May 31, 2010 or ended May 31 of the year referenced. PRINCIPLES OF CONSOLIDATION The consolidated ﬁ nancial statements include the accounts of FedEx and its subsidiaries, substantially all of which are wholly owned. All signiﬁ cant intercompany accounts and transactions have been eliminated in consolidation. 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 trans- portation businesses, such as FedEx SmartPost, engage in some transactions wherein they act as agents. Revenue from these transactions is recorded on a net basis. Net revenue includes bill- ings to customers less third-party charges, including transportation or handling costs, fees, commissions, and taxes and duties. Certain of our revenue-producing transactions are subject to taxes, such as sales tax, assessed by governmental authorities. We present these revenues net of tax. CREDIT RISK We routinely grant credit to many of our customers for trans- portation and business services without collateral. The risk of credit loss in our trade receivables is substantially mitigated by our credit evaluation process, short collection terms and sales to a large number of customers, as well as the low revenue per transaction for most of our services. Allowances for potential credit losses are determined based on historical experience and the impact of current economic factors on the composition of accounts receivable. Historically, credit losses have been within management’s expectations. ADVERTISING Advertising and promotion costs are expensed as incurred and are classiﬁ ed in other operating expenses. Advertising and pro- motion expenses were $374 million in 2010, $379 million in 2009 and $445 million in 2008. CASH EQUIVALENTS Cash in excess of current operating requirements is invested in short-term, interest-bearing instruments with maturities of three months or less at the date of purchase and is stated at cost, which approximates market value. SPARE PARTS, SUPPLIES AND FUEL Spare parts (principally aircraft related) are reported at weighted- average cost. Allowances for obsolescence are provided for spare parts expected to be on hand at the date the aircraft are retired from service. These allowances are provided over the esti- mated useful life of the related aircraft and engines. Additionally, allowances for obsolescence are provided for spare parts cur- rently identiﬁ ed as excess or obsolete. These allowances are based on management estimates, which are subject to change. Supplies and fuel are reported at cost on a first-in, first-out basis. PROPERTY AND EQUIPMENT Expenditures for major additions, improvements, ﬂ ight equipment modiﬁ cations and certain equipment overhaul costs are capitalized when such costs are determined to extend the useful life of the asset or are part of the cost of acquiring the asset. Maintenance and repairs are charged to expense as incurred, except for certain aircraft-related major maintenance costs on one of our aircraft ﬂ eet types, which are capitalized as incurred and amortized over their estimated service lives. We capitalize certain direct internal and external costs associated with the development of internal-use software. Gains and losses on sales of property used in operations are classiﬁ ed within operating expenses. For ﬁ nancial reporting purposes, we record depreciation and amortization of property and equipment on a straight-line basis over the asset’s service life or related lease term, if shorter. For income tax purposes, depreciation is computed using acceler- ated methods when applicable. The depreciable lives and net 45 FEDEX CORPORATION book value of our property and equipment are as follows (dollars in millions): Net Book Value at May 31, 2009 2010 Range Wide-body aircraft and related equipment Narrow-body and feeder aircraft and related equipment Package handling and ground support equipment Computer and electronic equipment Vehicles Facilities and other 15 to 30 years $5,897 $5,139 5 to 18 years 1,049 709 3 to 30 years 1,895 1,928 2 to 10 years 2 to 15 years 2 to 40 years 649 1,095 3,800 782 1,107 3,752 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 $1.9 billion in 2010, $1.8 billion in 2009 and $1.8 billion in 2008. Depreciation and amortization expense includes amortization of assets under capital lease. CAPITALIZED INTEREST Interest on funds used to ﬁ nance the acquisition and modiﬁ cation of aircraft, including purchase deposits, construction of certain facilities, and development of certain software up to the date the asset is ready for its intended use is capitalized and included in the cost of the asset if the asset is actively under construction. Capitalized interest was $80 million in 2010, $71 million in 2009 and $50 million in 2008. 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 ﬂ ows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair val- ues are determined based on quoted market values, discounted cash ﬂ ows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. We operate integrated transportation networks, and accordingly, cash ﬂ ows for most of our operating assets are assessed at a network level, not at an individual asset level, for our analysis of impairment. There were no material property and equipment impairment charges recognized in 2010 or 2008. During 2009, we recorded $202 million in property and equipment impairment charges. These charges were primarily related to our decision to permanently remove from service certain aircraft, along with certain excess aircraft engines, at FedEx Express. GOODWILL Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identiﬁ able intangible net assets of businesses acquired. Several factors give rise to goodwill in our acquisitions, such as the expected beneﬁ t from synergies of the combination and the existing workforce of the acquired entity. Goodwill is reviewed at least annually for impairment by compar- ing the fair value of each reporting unit with its carrying value (including attributable goodwill). Fair value for our reporting units is determined using an income or market approach incorporating market participant considerations and management’s assump- tions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include both internal and third-party valuations. Unless cir- cumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter. INTANGIBLE ASSETS Intangible assets include customer relationships, trade names, technology assets and contract-based intangibles acquired in business combinations. 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 beneﬁ ts are realized. PENSION AND POSTRETIREMENT HEALTHCARE PLANS Our deﬁ ned beneﬁ t plans are measured using actuarial tech- niques that reﬂ ect management’s assumptions for discount rate, expected long-term investment returns on plan assets, salary increases, expected retirement, mortality, employee turnover and future increases in healthcare costs. We determine the discount rate (which is required to be the rate at which the projected ben- eﬁ t obligation could be effectively settled as of the measurement date) with the assistance of actuaries, who calculate the yield on a theoretical portfolio of high-grade corporate bonds (rated Aa or better) with cash ﬂ ows that generally match our expected beneﬁ t payments in future years. A calculated-value method is employed for purposes of determining the expected return on the plan asset component of net periodic pension cost for our qualiﬁ ed U.S. pension plans. The accounting guidance related to employers’ accounting for defined benefit pension and other postretirement plans requires recognition in the balance sheet of the funded status of deﬁ ned beneﬁ t pension and other postretirement beneﬁ t plans, and the recognition in other comprehensive income (“OCI”) of unrecognized gains or losses and prior service costs or cred- its. Additionally, the guidance requires the measurement date for plan assets and liabilities to coincide with the plan sponsor’s year end. At May 31, 2010, we recorded a decrease to equity through OCI of $1.0 billion (net of tax) based primarily on mark-to-market adjust- ments related to increases in our projected beneﬁ t obligation due to a decrease in the discount rate used to measure the liability at May 31, 2010. At May 31, 2009, we recorded a decrease of $1.2 billion based primarily on mark-to-market adjustments related to unrealized losses in our pension plan assets during 2009. 4646 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 ﬁ nancial 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 recognize liabilities for uncertain income tax positions based on a two-step process. The ﬁ rst step is to evaluate the tax posi- tion for recognition by determining if the weight of available evidence indicates that it is more likely than not that the posi- tion will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax beneﬁ t as the largest amount that is more than 50% likely to be realized upon ultimate settle- ment. It is inherently difﬁ cult and subjective to estimate such amounts, as we must determine the probability of various pos- sible outcomes. We reevaluate these uncertain tax positions on a quarterly basis or when new information becomes avail- able to management. These reevaluations are based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, successfully settled issues under audit and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax beneﬁ t or an increase to the related provision. We classify interest related to income tax liabilities as inter- est expense, and if applicable, penalties are recognized as a component of income tax expense. The income tax liabilities and accrued interest and penalties that are due within one year of the balance sheet date are presented as current liabilities. The remaining portion of our income tax liabilities and accrued interest and penalties are presented as noncurrent liabilities because payment of cash is not anticipated within one year of the balance sheet date. These noncurrent income tax liabilities are recorded in the caption “Other liabilities” in our consolidated balance sheets. SELF-INSURANCE ACCRUALS We are self-insured for workers’ compensation claims, vehicle accidents and general liabilities, beneﬁ ts paid under employee healthcare programs and long-term disability beneﬁ ts. Accruals are primarily based on the actuarially estimated, undiscounted cost of claims, which includes incurred-but-not-reported claims. Current workers’ compensation claims, vehicle and general lia- bility, 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 equip- ment usage principally related to aircraft leases at FedEx Express and copier usage at FedEx Ofﬁ ce. Rent expense associated with contingent rentals is recorded as incurred. Certain of our leases contain ﬂ uctuating 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 “Other assets” in the accompanying consolidated balance sheets. The cumulative excess of rent expense over rent payments is accounted for as a deferred lease obligation. Leasehold improvements associated with assets utilized under capital or operating leases are amortized over the shorter of the asset’s useful life or the lease term. DEFERRED GAINS Gains on the sale and leaseback of aircraft and other property and equipment are deferred and amortized ratably over the life of the lease as a reduction of rent expense. Substantially all of these deferred gains are related to aircraft transactions. 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 com- ponent of accumulated other comprehensive income within common stockholders’ investment. Transaction gains and losses that arise from exchange rate ﬂ uctuations on transac- tions denominated in a currency other than the local currency are included in the caption “Other, net” in the accompanying consolidated statements of income and were immaterial for each period presented. Cumulative net foreign currency trans- lation gains in accumulated other comprehensive income were $30 million at May 31, 2010, $56 million at May 31, 2009 and $167 million at May 31, 2008. EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS The pilots of FedEx Express, which represent a small number of FedEx Express total employees, are employed under a collective bargaining agreement that will become amendable during the second quarter of 2011. In accordance with applicable labor law, we will continue to operate under our current agreement while we negotiate with our pilots. We cannot estimate the ﬁ nancial impact, if any, the results of these negotiations may have on our future results of operations. STOCK-BASED COMPENSATION We recognize compensation expense for stock-based awards under the provisions of the accounting guidance related to share-based payments. This guidance requires recognition of compensation expense for stock-based awards using a fair value method. DIVIDENDS DECLARED PER COMMON SHARE On June 7, 2010, our Board of Directors declared a quarterly dividend of $0.12 per share of common stock. The dividend was paid on July 1, 2010 to stockholders of record as of the close of business on June 17, 2010. 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 ﬁ scal year. 4747 FEDEX CORPORATION USE OF ESTIMATES The preparation of our consolidated ﬁ nancial 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 ﬁ nancial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Areas where the nature of the estimate makes it reasonably possible that actual results could materially differ from amounts estimated include: self-insurance accruals; retirement plan obligations; long-term incentive accruals; tax liabilities; accounts receivable allow- ances; obsolescence of spare parts; contingent liabilities; loss contingencies, such as litigation and other claims; and impairment assessments on long-lived assets (including goodwill). NOTE 2: RECENT ACCOUNTING GUIDANCE New accounting rules and disclosure requirements can signiﬁ - cantly impact our reported results and the comparability of our ﬁ nancial statements. We believe the following new accounting guidance, which has been adopted by us, is relevant to the read- ers of our ﬁ nancial statements. On June 1, 2008, we adopted the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on fair value measurements, which provides a common deﬁ nition of fair value, establishes a uniform framework for measuring fair value and requires expanded disclosures about fair value measure- ments. On June 1, 2009, we implemented the previously deferred provisions of this guidance for nonﬁ nancial assets and liabilities recorded at fair value, as required. The adoption of this new guid- ance had no impact on our ﬁ nancial statements. In December 2007, the FASB issued authoritative guidance on business combinations and the accounting and reporting for noncontrolling interests (previously referred to as minority inter- ests). This guidance signiﬁ cantly changed the accounting for and reporting of business combination transactions, including noncontrolling interests. For example, the acquiring entity is now required to recognize the full fair value of assets acquired and liabilities assumed in the transaction, and the expensing of most transaction and restructuring costs is now required. This guid- ance became effective for us beginning June 1, 2009 and had no material impact on our ﬁ nancial statements because we have not had any signiﬁ cant business combinations since that date. In December 2008, the FASB issued authoritative guidance on employers’ disclosures about postretirement beneﬁ t plan assets. This guidance provides objectives that an employer should consider when providing detailed disclosures about assets of a deﬁ ned beneﬁ t pension or other postretirement plan, including disclosures about investment policies and strategies, categories of plan assets, signiﬁ cant concentrations of risk and the inputs and valuation techniques used to measure the fair value of plan assets. This guidance became effective for our 2010 Annual Report. See Note 11 for related disclosures. In April 2009, the FASB issued new accounting guidance related to interim disclosures about the fair value of ﬁ nancial instru- ments. This guidance requires disclosures about the fair value of ﬁ nancial instruments for interim reporting periods in addition to annual reporting periods and became effective for us beginning with the ﬁ rst quarter of ﬁ scal year 2010. NOTE 3: GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL The carrying amount of goodwill attributable to each reportable operating segment and changes therein are as follows (in millions): Goodwill at May 31, 2008 Accumulated impairment charges Balance as of May 31, 2008 Impairment charges Purchase adjustments and other (1) Balance as of May 31, 2009 Impairment charge Purchase adjustments and other (1) Transfer between segments (2) Balance as of May 31, 2010 Accumulated goodwill impairment charges as of May 31, 2010 FedEx Express Segment FedEx Ground Segment FedEx Freight Segment FedEx Services Segment $ 1,123 – 1,123 – (33) 1,090 – (11) 66 $ 1,145 – $ $ 90 – 90 – – 90 – – – $ 90 $ – $ 802 (25) 777 (90) – 687 (18) – (66) $ 603 $ (133) $ 1,542 (367) 1,175 (810) (3) 362 – – – $ 362 $ (1,177) Total $ 3,557 (392) 3,165 (900) (36) 2,229 (18) (11) – $ 2,200 $ (1,310) (1) Primarily currency translation adjustments. (2) Transfer of goodwill related to the merger of Caribbean Transportation Services into FedEx Express effective June 1, 2009. 48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In connection with our annual impairment testing of goodwill conducted in the fourth quarter of 2010, we recorded a charge of $18 million for impairment of the value of the remaining good- will at our FedEx National LTL reporting unit. Beginning in 2009, the U.S. recession had a signiﬁ cant negative impact on the LTL industry, resulting in volume declines, yield pressures and operat- ing losses. These difﬁ cult conditions continued in 2010 and the resulting excess capacity and competitive pricing environment had a signiﬁ cant negative impact on our FedEx National LTL reporting unit. Given these market conditions, our forecast for this business did not support the recoverability of the remaining goodwill attributable to our FedEx National LTL reporting unit. We evaluated our remaining reporting units during the fourth quarter of 2010, and the estimated fair value of each of our other reporting units signiﬁ cantly exceeded their carrying values in 2010. Although we recorded goodwill impairment charges asso- ciated with our FedEx Ofﬁ ce reporting unit in 2009 and 2008, better-than-expected results in 2010 combined with an improved long-term outlook drove an improvement in the valuation of this reporting unit. As a result, no additional testing or impairment charges were necessary and we do not believe that any of these reporting units are at risk. GOODWILL IMPAIRMENT CHARGES – 2009 FEDEX OFFICE During 2009, in response to the lower revenues and continued operating losses at FedEx Ofﬁ ce resulting from the U.S. reces- sion, the company initiated an internal reorganization designed to improve revenue-generating capabilities and reduce costs. This reorganization resulted in actions that included headcount reductions, domestic store closures and the termination of opera- tions in some international locations. In addition, we substantially curtailed future network expansion in light of weak economic conditions. In connection with our annual impairment testing in 2009, the valuation methodology to estimate the fair value of the FedEx Ofﬁ ce reporting unit was based primarily on an income approach that considered market participant assumptions to estimate fair value. Key assumptions considered were the revenue and oper- ating income forecast, the assessed growth rate in the periods beyond the detailed forecast period, and the discount rate. For 2009, our discount rate of 12.0% represented our estimated weighted-average cost of capital (“WACC”) of the FedEx Ofﬁ ce reporting unit adjusted for company-speciﬁ c risk premium to account for the estimated uncertainty associated with our future cash ﬂ ows. The development of the WACC used in our estimate of fair value considered the current market conditions for the equity-risk premium and risk-free interest rate, the size and industry of the FedEx Ofﬁ ce reporting unit, and the risks related to the forecast of future revenues and proﬁ tability of the FedEx Ofﬁ ce reporting unit. Upon completion of the impairment test, we concluded that the recorded goodwill was impaired and recorded an impairment charge of $810 million during the fourth quarter of 2009. The good- will impairment charge is included in 2009 operating expenses in the accompanying consolidated statements of income. This charge was included in the results of the FedEx Services segment and was not allocated to our transportation segments, as the charge was unrelated to the core performance of those businesses. FEDEX NATIONAL LTL In 2009, we recorded a goodwill impairment charge of $90 million at our FedEx National LTL unit. This charge was a result of reduced revenues and increased operating losses due to the negative impact of the U.S. recession. The valuation methodology to estimate the fair value of the FedEx National LTL reporting unit was based primarily on a market approach (revenue multiples and/or earnings multiples) that con- sidered market participant assumptions. We believe use of the market approach for FedEx National LTL was appropriate due to the forecast risk associated with the projections used under the income approach, particularly in the outer years of the forecast period (as described below). Further, there are directly com- parable companies to the FedEx National LTL reporting unit for consideration under the market approach. The income approach also was incorporated into the impairment test to ensure the rea- sonableness of our conclusions under the market approach. Key assumptions considered were the revenue, operating income and capital expenditure forecasts and market participant assump- tions on multiples related to revenue and earnings forecasts. The forecast used in the valuation assumed operating losses would continue in the near-term due to weak economic condi- tions and excess capacity in the industry. However, the long-term outlook assumed that this excess capacity would exit the market. This assumption drove signiﬁ cant volume and yield improvement into the FedEx National LTL reporting unit in future periods. The decision to include an assumption related to the elimination of excess capacity from the market and the associated cash ﬂ ows was signiﬁ cant to the valuation and reﬂ ected management’s out- look on the industry for future periods as of the valuation date. GOODWILL IMPAIRMENT CHARGES – 2008 FEDEX OFFICE During 2008, several developments and strategic decisions occurred at FedEx Ofﬁ ce, including a reorganization of FedEx Ofﬁ ce into the FedEx Services segment, a reorganization of senior management, as well as a decision to minimize the use of the Kinko’s trade name over the next several years. We also began implementing revenue growth and cost management plans to improve ﬁ nancial performance and pursuing a more disciplined approach to the long-term expansion of the retail network, reduc- ing the overall level of expansion. Upon completion of the impairment test, these factors, com- bined with forecasted losses resulted in our conclusion that the recorded goodwill was impaired and we recorded an impair- ment charge of $367 million during the fourth quarter of 2008. The goodwill impairment charge is included in 2008 operating expenses in the accompanying consolidated statements of income. This charge was included in the results of the FedEx Services segment and was not allocated to our transportation segments, as the charge was unrelated to the core performance of those businesses. 49 FEDEX CORPORATION The valuation methodology to estimate the fair value of the FedEx Ofﬁ ce reporting unit was based primarily on an income approach that considered market participant assumptions to estimate fair value. Key assumptions considered were the revenue and operating income forecast, the assessed growth rate in the periods beyond the detailed forecast period, and the discount rate. In performing our annual impairment test, the most signiﬁ cant assumption used to estimate the fair value of the FedEx Ofﬁ ce reporting unit was the discount rate. We used a discount rate of 12.5%, representing the estimated WACC of the FedEx Ofﬁ ce reporting unit. OTHER INTANGIBLE ASSETS The components of our identiﬁ able intangible assets were as follows (in millions): Customer relationships Trade name and other Total Gross Carrying Amount $ 209 195 $ 404 May 31, 2010 Accumulated Amortization $ (160) (175) $ (335) Net Book Value $ 49 20 $ 69 Gross Carrying Amount $ 207 205 $ 412 May 31, 2009 Accumulated Amortization $ (133) (161) $ (294) Net Book Value $ 74 44 $ 118 Prior to 2008, we had an indeﬁ nite-lived intangible asset asso- ciated with the Kinko’s trade name. During the fourth quarter of 2008, we made the decision to change the name of FedEx Kinko’s to FedEx Ofﬁ ce and rebrand our retail locations over the next several years. This change converted this asset to a ﬁ nite life asset and resulted in an impairment charge of $515 million. We estimated the fair value of this intangible asset based on an income approach using the relief-from-royalty method. This change resulted in a remaining trade name balance of $52 mil- lion, which we began amortizing in the fourth quarter of 2008 on an accelerated basis, and which will be fully amortized by May 2011. The trade name impairment charge is included in 2008 oper- ating expenses in the accompanying consolidated statements of income. The charge was included in the results of the FedEx Services segment and was not allocated to our transportation segments, as the charge was unrelated to the core performance of those businesses. Amortization expense for intangible assets was $51 million in 2010, $73 million in 2009 and $60 million in 2008. Estimated amortization expense is expected to be $33 million in 2011 and immaterial in subsequent years. NOTE 4: SELECTED CURRENT LIABILITIES The components of selected current liability captions were as follows (in millions): Accrued Salaries and Employee Beneﬁ ts Salaries Employee beneﬁ ts, including variable compensation Compensated absences Accrued Expenses Self-insurance accruals Taxes other than income taxes Other May 31, 2010 2009 $ 230 $ 201 386 530 $ 1,146 $ 675 347 693 $ 1,715 143 517 $ 861 $ 626 338 674 $ 1,638 NOTE 5: LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS The components of long-term debt (net of discounts), along with maturity dates for the years subsequent to May 31, 2010, are as follows (in millions): Senior unsecured debt 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 7.38%, due in 2014 Interest rate of 8.00%, due in 2019 Interest rate of 7.60%, due in 2098 Capital lease obligations Less current portion May 31, 2010 2009 – $ 250 300 250 750 239 1,789 141 1,930 262 $ 1,668 $ 500 250 300 250 750 239 2,289 294 2,583 653 $ 1,930 Interest on our ﬁ xed-rate notes is paid semi-annually. Long- term debt, exclusive of capital leases, had carrying values of $1.8 billion compared with estimated fair values of $2.1 billion at May 31, 2010, and $2.3 billion compared with estimated fair values of $2.4 billion at May 31, 2009. The estimated fair values were determined based on quoted market prices or on the cur- rent rates offered for debt with similar terms and maturities. We have a shelf registration statement ﬁ led with the Securities and Exchange Commission that allows us to sell, in one or more future offerings, any combination of our unsecured debt securi- ties and common stock. In January 2009, we issued $1 billion of senior unsecured debt under our shelf registration statement, comprised of ﬁ xed-rate notes totaling $250 million due in January 2014 and $750 million due in January 2019. The ﬁ xed-rate notes due in January 2014 bear interest at an annual rate of 7.375%, payable semi-annually, and the ﬁ xed-rate notes due in January 2019 bear interest at an annual rate of 8.00%, payable semi-annually. During 2010, we repaid our $500 million 5.50% notes that matured on August 15, 2009 using cash from operations and a portion of the proceeds of our January 2009 $1 billion senior unsecured debt offering. 50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A $1 billion revolving credit facility is available to ﬁ nance our operations and other cash ﬂ ow needs and to provide support for the issuance of commercial paper. The revolving credit agree- ment expires in July 2012. The agreement contains a ﬁ nancial covenant, which requires us to maintain a leverage ratio of adjusted debt (long-term debt, including the current portion of such debt, plus six times our last four ﬁ scal quarters’ rentals and landing fees) to capital (adjusted debt plus total common stock- holders’ investment) that does not exceed 0.7 to 1.0. Our leverage ratio of adjusted debt to capital was 0.5 at May 31, 2010. 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, including our liquidity or borrowing capac- ity. As of May 31, 2010, no commercial paper was outstanding and the entire $1 billion under the revolving credit facility was available for future borrowings. We issue other ﬁ nancial instruments in the normal course of business to support our operations, including letters of credit. We had a total of $553 million in letters of credit outstanding at May 31, 2010, with $94 million unused under our primary $500 million letter of credit facility. These instruments are required under certain U.S. self-insurance programs and are also used in the normal course of international operations. The underlying liabilities insured by these instruments are reﬂ ected in our bal- ance sheets, where applicable. Therefore, no additional liability is reﬂ ected 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 ﬁ nance the acquisition and construction of various airport facilities and equipment. These bonds require interest payments at least annually, with principal payments due at the end of the related lease agreement. NOTE 6: LEASES We utilize certain aircraft, land, facilities, retail locations and equipment under capital and operating leases that expire at vari- ous dates through 2040. We leased 12% of our total aircraft ﬂ eet under capital or operating leases as of May 31, 2010 as compared to 13% as of May 31, 2009. A portion of our supplemental aircraft are leased by us under agreements that provide for cancella- tion upon 30 days’ notice. Our leased facilities include national, regional and metropolitan sorting facilities, retail facilities and administrative buildings. The components of property and equipment recorded under capital leases were as follows (in millions): Aircraft Package handling and ground support equipment Vehicles Other, principally facilities Less accumulated amortization May 31, 2010 $ 15 165 17 146 343 312 $ 31 2009 $ 50 165 17 147 379 300 $ 79 Rent expense under operating leases for the years ended May 31 was as follows (in millions): Minimum rentals Contingent rentals (1) (1) Contingent rentals are based on equipment usage. 2010 2009 2008 $ 2,001 152 $ 2,153 $ 2,047 181 $ 2,228 $ 1,990 228 $ 2,218 A summary of future minimum lease payments under capi- tal leases and noncancelable operating leases with an initial or remaining term in excess of one year at May 31, 2010 is as follows (in millions): Operating Leases Aircraft Capital and Related Equipment Leases Facilities and Total Operating Leases Other $ 20 8 119 2 1 14 164 $ 526 504 499 473 455 2,003 $ 4,460 $ 1,250 1,085 926 786 717 4,547 $ 9,311 $ 1,776 1,589 1,425 1,259 1,172 6,550 $ 13,771 2011 2012 2013 2014 2015 Thereafter Total Less amount representing interest 23 Present value of net minimum lease payments $ 141 The weighted-average remaining lease term of all operating leases outstanding at May 31, 2010 was approximately six years. While certain of our lease agreements contain covenants gov- erning the use of the leased assets or require us to maintain certain levels of insurance, none of our lease agreements include material ﬁ nancial covenants or limitations. 51 FEDEX CORPORATION FedEx Express makes payments under certain leveraged oper- ating leases that are sufﬁ cient to pay principal and interest on certain pass-through certiﬁ cates. The pass-through certiﬁ cates are not direct obligations of, or guaranteed by, FedEx or FedEx Express. valued at the market price on the date of award. The terms of our restricted stock provide for continued vesting subsequent to the employee’s retirement. Compensation expense associated with these awards is recognized on a straight-line basis over the shorter of the remaining service or vesting period. We are the lessee in a series of operating leases covering a portion of our leased aircraft. The lessors are trusts established speciﬁ cally to purchase, ﬁ nance and lease aircraft to us. These leasing entities meet the criteria for variable interest entities. We are not the primary beneﬁ ciary of the leasing entities, as the lease terms are consistent with market terms at the inception of the lease and do not include a residual value guarantee, ﬁ xed-price purchase option or similar feature that obligates us to absorb decreases in value or entitles us to participate in increases in the value of the aircraft. As such, we are not required to consoli- date the entity as the primary beneﬁ ciary. Our maximum exposure under these leases is included in the summary of future minimum lease payments shown above. NOTE 7: PREFERRED STOCK Our Certiﬁ cate 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, 2010, none of these shares had been issued. NOTE 8: STOCK-BASED COMPENSATION Our total stock-based compensation expense for the years ended May 31 was as follows (in millions): Stock-based compensation expense $ 101 2010 2009 $ 99 2008 $ 101 We have two types of equity-based compensation: stock options and restricted stock. STOCK OPTIONS Under the provisions of our incentive stock plans, key employees and non-employee directors may be granted options to purchase shares of our common stock at a price not less than its fair market value on the date of grant. 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 83% of our options vesting ratably over four years. Compensation expense associated with these awards is recognized on a straight-line basis over the requisite service period of the award. RESTRICTED STOCK Under the terms of our incentive stock plans, restricted shares of our common stock are awarded to key employees. All restrictions on the shares expire ratably over a four-year period. Shares are 52 VALUATION AND ASSUMPTIONS We use the Black-Scholes option pricing model to calculate the fair value of stock options. The value of restricted stock awards is based on the stock price of the award on the grant date. We record stock-based compensation expense in the “Salaries and employee beneﬁ ts” caption in the accompanying consolidated statements of income. The key assumptions for the Black-Scholes valuation method include the expected life of the option, stock price volatility, a risk-free interest rate, and dividend yield. Many of these assump- tions are judgmental and highly sensitive. Following is a table of the weighted-average Black-Scholes value of our stock option grants, the intrinsic value of options exercised (in millions), and the key weighted-average assumptions used in the valuation cal- culations for the options granted during the years ended May 31, and then a discussion of our methodology for developing each of the assumptions used in the valuation model: 2010 2009 2008 Weighted-average Black-Scholes value Intrinsic value of options exercised $ Black-Scholes Assumptions: Expected lives Expected volatility Risk-free interest rate Dividend yield $ 20.47 77 5.7 years $ 23.66 7 $ $ 29.88 126 $ 5.5 years 5 years 32% 3.24% 0.742% 23% 3.28% 0.492% 19% 4.76% 0.337% Expected Lives. 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. An increase in the expected term will increase com- pensation expense. Expected Volatility. Actual changes in the market value of our stock are used to calculate the volatility assumption. We cal- culate daily market value changes from the date of grant over a past period equal to the expected life of the options to determine volatility. An increase in the expected volatility will increase com- pensation expense. 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. An increase in the risk-free interest rate will increase compensation expense. Dividend Yield. This is the annual rate of dividends per share over the exercise price of the option. An increase in the dividend yield will decrease compensation expense. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes information about stock option activity for the year ended May 31, 2010: Outstanding at June 1, 2009 Granted Exercised Forfeited Outstanding at May 31, 2010 Exercisable Expected to vest Available for future grants Stock Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) (1) $ 79.90 60.53 47.08 101.95 $ 78.32 $ 80.06 $ 75.58 6.0 years 4.4 years 8.5 years $ 259 $ 143 $ 107 Shares 17,643,089 5,017,361 (1,993,967) (428,427) 20,238,056 12,379,940 7,229,467 7,302,029 (1) Only presented for options with market value at May 31, 2010 in excess of the exercise price of the option. NOTE 9: 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): 2010 2009 2008 Basic earnings per common share: Net earnings allocable to common shares Weighted-average common shares Basic earnings per common share $ 1,182 312 $ 3.78 $ 97 311 $ 0.31 $ 1,123 309 $ 3.64 Diluted earnings per common share: Net earnings allocable to common shares Weighted-average common shares Dilutive effect of share-based awards Weighted-average diluted shares Diluted earnings per common share Anti-dilutive options excluded from diluted earnings per common share $ 1,182 312 2 314 $ 3.76 $ 97 311 1 312 $ 0.31 $ 1,123 309 3 312 $ 3.60 11.5 12.6 4.8 The options granted during the year ended May 31, 2010 are primar- ily related to our principal annual stock option grant in June 2009. The following table summarizes information about vested and unvested restricted stock for the year ended May 31, 2010: Unvested at June 1, 2009 Granted Vested Forfeited Unvested at May 31, 2010 Restricted Stock Shares 442,741 391,786 (193,095) (4,136) 637,296 Weighted- Average Grant Date Fair Value $ 100.40 57.07 100.07 76.58 $ 74.02 During the year ended May 31, 2009, there were 197,180 shares of restricted stock granted with a weighted-average fair value of $90.57. During the year ended May 31, 2008, there were 174,418 shares of restricted stock granted with a weighted-average fair value of $114.40. The following table summarizes information about stock option vesting during the years ended May 31: 2008 2009 2010 Stock Options Vested During the Year 2,694,602 2,414,815 2,296,211 Fair Value (in millions) $ 64 64 63 As of May 31, 2010, there was $139 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 three years. Total shares outstanding or available for grant related to equity compensation at May 31, 2010 represented 8% of the total out- standing common and equity compensation shares and equity compensation shares available for grant. 53 FEDEX CORPORATION NOTE 10: INCOME TAXES The net deferred tax liabilities as of May 31 have been classiﬁ ed in the balance sheets as follows (in millions): The components of the provision for income taxes for the years ended May 31 were as follows (in millions): Current provision (beneﬁ t) Domestic: Federal State and local Foreign Deferred provision (beneﬁ t) Domestic: Federal State and local Foreign 2010 2009 2008 $ 36 54 207 297 $ (35) 18 214 197 $ 514 74 242 830 408 15 (10) 413 $ 710 327 48 7 382 $ 579 31 (2) 32 61 $ 891 Pretax earnings of foreign operations for 2010, 2009 and 2008 were $555 million, $106 million and $803 million, respectively, which represents only a portion of total results associated with international shipments. 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: Goodwill impairment State and local income taxes, net of federal beneﬁ t Other, net Effective tax rate 2010 2009 2008 35.0% 35.0% 35.0% – 48.0 6.8 2.4 0.1 37.5% 1.9 0.7 85.6% 2.1 0.3 44.2% Our 2009 and 2008 effective tax rates were signiﬁ cantly impacted by goodwill impairment charges related to the FedEx Ofﬁ ce acqui- sition, which are not deductible for income tax purposes. The signiﬁ cant components of deferred tax assets and liabilities as of May 31 were as follows (in millions): 2010 2009 Deferred Deferred Tax Assets Tax Liabilities Tax Assets Tax Liabilities Deferred Deferred Property, equipment, leases and intangibles $ 377 783 416 490 Employee beneﬁ ts Self-insurance accruals Other Net operating loss/credit carryforwards Valuation allowances $ 2,157 36 – 238 $ 406 384 392 491 142 (139) $ 2,069 – – $ 2,431 131 (137) $ 1,667 $ 1,862 143 – 222 – – $ 2,227 Current deferred tax asset Noncurrent deferred tax liability 2010 2009 $ 529 (891) $ (362) $ 511 (1,071) $ (560) We have $394 million of net operating loss carryovers in various foreign jurisdictions and $489 million of state operating loss carry- overs. The valuation allowances primarily represent amounts reserved for operating loss and tax credit carryforwards, which expire over varying periods starting in 2011. As a result of this and other factors, we believe that a substantial portion of these deferred tax assets may not be realized. Unremitted earnings of our foreign subsidiaries amounted to $325 million in 2010 and $191 million in 2009. We have not recog- nized deferred taxes for U.S. federal income tax purposes on the unremitted earnings of our foreign subsidiaries that are perma- nently reinvested. Upon distribution, in the form of dividends or otherwise, these unremitted earnings would be subject to U.S. federal income tax. Unrecognized foreign tax credits would be available to reduce a portion of the U.S. tax liability. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable. Our liabilities recorded for uncertain tax positions totaled $82 million at May 31, 2010 and $72 million at May 31, 2009, includ- ing $67 million at May 31, 2010 and $59 million at May 31, 2009 associated with positions that if favorably resolved would provide a beneﬁ t to our effective tax rate. We classify interest related to income tax liabilities as interest expense, and if applicable, penalties are recognized as a component of income tax expense. The balance of accrued interest and penalties was $20 million on May 31, 2010 and $19 million on May 31, 2009. Total interest and penalties included in our consolidated statements of income is immaterial. We ﬁ le income tax returns in the U.S., various U.S. state and local jurisdictions, and various foreign jurisdictions. During 2010, the Internal Revenue Service (“IRS”) commenced its audit of our consolidated U.S. income tax returns for the 2007 through 2009 tax years. We are no longer subject to U.S. federal income tax examination for years through 2006 except for speciﬁ c U.S. fed- eral income tax positions that are in various stages of appeal and/ or litigation. No resolution date can be reasonably estimated at this time for these appeals and litigation, but their resolution is not expected to have a material effect on our consolidated ﬁ nan- cial statements. We are also subject to ongoing audits in state, local and foreign tax jurisdictions throughout the world. 54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the beginning and ending amount of unrecog- nized tax beneﬁ ts is as follows (in millions): Balance at beginning of year Increases for tax positions taken in the current year Increases for tax positions taken in prior years Decreases for tax positions taken in prior years Settlements Balance at end of year 2010 $ 72 3 14 (4) (3) $ 82 2009 $ 88 7 10 (30) (3) $ 72 2008 $ 72 16 12 (9) (3) $ 88 Included in the May 31, 2010 and May 31, 2009 balances are $9 million and $7 million, respectively, of tax positions for which the ultimate deductibility or income inclusion is certain but for which there may be uncertainty about the timing of such deduct- ibility or income inclusion. It is difﬁ cult to predict the ultimate outcome or the timing of resolution for tax positions. Changes may result from the conclusion of ongoing audits, appeals or litigation in state, local, federal and foreign tax jurisdictions, or from the resolution of various proceedings between the U.S. and foreign tax authorities. Our liability for uncertain tax positions includes no matters that are individually material to us. It is reasonably possible that the amount of the beneﬁ t with respect to certain of our unrecognized tax positions will increase or decrease within the next 12 months, but an estimate of the range of the reason- ably possible changes cannot be made. However, we do not expect that the resolution of any of our uncertain tax positions will be material. NOTE 11: RETIREMENT PLANS We sponsor programs that provide retirement beneﬁ ts to most of our employees. These programs include deﬁ ned beneﬁ t pension plans, deﬁ ned contribution plans and postretirement healthcare plans. The accounting for pension and postretirement healthcare plans includes numerous assumptions, such as: discount rates; expected long-term investment returns on plan assets; future sal- ary increases; employee turnover; mortality; and retirement ages. These assumptions most signiﬁ cantly impact our U.S. domestic pension plans. We made signiﬁ cant changes to our retirement plans during 2008 and 2009. Beginning January 1, 2008, we increased the annual company-matching contribution under the largest of our 401(k) plans covering most employees from a maximum of $500 to a maxi- mum of 3.5% of eligible compensation. Employees not participating in the 401(k) plan as of January 1, 2008 were automatically enrolled at 3% of eligible pay with a company match of 2% of eligible pay effective March 1, 2008. As a temporary cost-control measure, we suspended 401(k) company-matching contributions effective February 1, 2009. We reinstated these contributions at 50% of pre- vious levels for most employees effective January 1, 2010. Effective May 31, 2008, beneﬁ ts previously accrued under our primary pension plans using a traditional pension beneﬁ t for- mula (based on average earnings and years of service) were capped for most employees, and those beneﬁ ts will be payable beginning at retirement. Effective June 1, 2008, future pension beneﬁ ts for most employees began to be accrued under a cash balance formula we call the Portable Pension Account. These changes did not affect the beneﬁ ts of previously retired and terminated vested participants. In addition, these pension plans were modiﬁ ed to accelerate vesting from ﬁ ve years to three years for most participants. Under the Portable Pension Account, the retirement beneﬁ t 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. Under the tax-qualiﬁ ed plans, the pension beneﬁ t is payable as a lump sum or an annuity at retirement at the election of the employee. An employee’s pay credits are determined each year under a graded formula that combines age with years of service for points. The plan interest credit rate varies from year to year based on a U.S. Treasury index. The accounting guidance related to postretirement benefits requires recognition in the balance sheet of the funded status of deﬁ ned beneﬁ t pension and other postretirement beneﬁ t plans, and the recognition in accumulated other comprehensive income (“AOCI”) of unrecognized gains or losses and prior service costs or credits. The funded status is measured as the difference between the fair value of the plan’s assets and the projected beneﬁ t obligation (“PBO”) of the plan. At May 31, 2010, under the provisions of this guidance, we recorded a decrease to equity of $1 billion (net of tax) to reﬂ ect unrealized actuarial losses dur- ing 2010. At May 31, 2009, we recorded a decrease to equity of $1.2 billion (net of tax) attributable to our plans. Additionally, the accounting guidance requires the measurement date for plan assets and liabilities to coincide with the plan spon- sor’s year end. On June 1, 2008, we made our transition election for the measurement date provision using the two-measurement approach. Under this approach, we completed two actuarial mea- surements, one at February 29, 2008 and the other at June 1, 2008. This approach required us to record the net periodic beneﬁ t cost for the transition period from March 1, 2008 through May 31, 2008 as an adjustment to beginning retained earnings ($44 million, net of tax) and actuarial gains and losses for the period (a gain of $369 million, net of tax) as an adjustment to the opening balance of AOCI. A summary of our retirement plans costs over the past three years is as follows (in millions): 2010 2009 2008 U.S. domestic and international pension plans U.S. domestic and international deﬁ ned contribution plans Postretirement healthcare plans $ 308 $ 177 $ 323 136 42 $ 486 237 57 $ 471 216 77 $ 616 55 FEDEX CORPORATION PENSION PLANS Our largest pension plan covers certain U.S. employees age 21 and over, with at least one year of service. We also sponsor or participate in nonqualiﬁ ed beneﬁ t plans covering certain of our U.S. employee groups and other pension plans covering certain of our international employees. The international deﬁ ned beneﬁ t pension plans provide beneﬁ ts primarily based on ﬁ nal earnings and years of service and are funded in compliance with local laws and practices. POSTRETIREMENT HEALTHCARE PLANS Certain of our subsidiaries offer medical, dental and vision cov- erage to eligible U.S. retirees and their eligible dependents. U.S. employees covered by the principal plan become eligible for these beneﬁ ts 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 beneﬁ ts are capped at 150% of the 1993 per capita projected employer cost, which has been reached and, therefore, these beneﬁ ts are not subject to additional future inﬂ ation. 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. Beginning in 2009, we use a measurement date of May 31 for our pension and postretirement healthcare plans. Prior to 2009, our measurement date was February 28 (February 29 in 2008). Management reviews the assumptions used to measure pension costs on an annual basis. Economic and market conditions at the measurement date impact these assumptions from year to year and it is reasonably possible that material changes in pension cost may be experienced in the future. Additional information about our pension plans can be found in the Critical Accounting Estimates section of Management’s Discussion and Analysis in this Annual Report. 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. The investment strategy for pension plan assets is to utilize a diversified mix of global public and private equity portfolios, together with public and private ﬁ xed-income portfolios, to earn a long-term investment return that meets our pension plan obli- gations. Our pension plan assets are invested primarily in listed securities, and our pension plans hold only a minimal investment in FedEx common stock that is entirely at the discretion of third- party pension fund investment managers. Our largest holding classes, Corporate Fixed Income Securities and U.S. Large Cap Equities, are indexed to an S&P 500 fund. Accordingly, we do not have any signiﬁ cant concentrations of risk. Active management strategies are utilized within the plan in an effort to realize invest- ment returns in excess of market indices. As part of our strategy to manage future pension costs and net funded status volatility, we have transitioned to a liability-driven investment strategy with a greater concentration of ﬁ xed-income securities to better align plan assets with liabilities. Our investment strategy also includes the limited use of derivative ﬁ nancial instruments on a discretion- ary basis to improve investment returns and manage exposure to market risk. In all cases, our investment managers are prohibited from using derivatives for speculative purposes and are not per- mitted to use derivatives to leverage a portfolio. The estimated average rate of return on plan assets is a long- term, forward-looking assumption that materially affects our pension cost. It is required to be the expected future long-term rate of earnings on plan assets. Establishing the expected future rate of investment return on our pension assets is a judgmental matter. Management considers the following factors in determin- ing this assumption: (cid:129) the duration of our pension plan liabilities, which drives the investment strategy we can employ with our pension plan assets; (cid:129) the types of investment classes in which we invest our pension plan assets and the expected compound geometric return we can reasonably expect those investment classes to earn over time; and (cid:129) the investment returns we can reasonably expect our invest- ment 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. 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 stud- ies project our estimated future pension payments and evaluate the efﬁ ciency 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 8.0% for 2010 and 8.5% for 2009 and 2008. Our estimated long-term rate of return on plan assets remains at 8.0% for 2011. For the 15-year period ended May 31, 2010, our actual returns were 7.9%. 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) by amortizing certain actuarial gains or losses over a period no longer than four years. Another method used in practice applies the market value of plan assets at the measurement date. The calculated-value method signiﬁ cantly mitigated the impact of asset value declines in the determination of our 2010 pension expense, reducing our 2010 expense by approximately $135 million. For purposes of valuing plan assets for determining 2011 pension expense, the calcu- lated-value method will result in the same value as the market value, as it did in 2009. 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Following is a description of the valuation methodologies used for investments measured at fair value: (cid:129) Cash and cash equivalents. These investments include cash equivalents valued using exchange rates provided by an industry pricing vendor and commingled funds valued using the net asset value. These investments also include cash. (cid:129) Domestic and international equities. These investments are valued at the closing price or last trade reported on the major market on which the individual securities are traded. In addition, commingled funds are valued using the net asset value. (cid:129) Private equity. The valuation of these investments requires signiﬁ cant judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. Investments are valued based upon recommendations of our investment managers incorporating factors such as contributions and distributions, market transactions, market comparables and performance multiples. (cid:129) Fixed income. The fair values of Corporate, U.S. government securities and other ﬁ xed income securities are estimated by using bid evaluation pricing models or quoted prices of securities with similar characteristics. The fair values of investments by level and asset category and the weighted-average asset allocations for our domestic pension plans at the measurement date are presented in the following table (in millions): Asset Class Fair Value Actual % Target % Quoted Prices in Active Markets Level 1 Other Observable Inputs Level 2 Unobservable Inputs Level 3 Plan Assets at Measurement Date 2010 Cash and cash equivalents Domestic equities U.S. large cap equity U.S. SMID cap equity International equities Private equities Fixed income securities Corporate U.S. government Mortgage backed and other Other Asset Class Cash and cash equivalents Domestic equities U.S. large cap equity U.S. SMID cap equity U.S. small cap equity International equities Private equities Fixed income securities Corporate U.S. government Mortgage backed and other Other $ 427 3% 1% $ 145 $ 282 – 3,374 1,195 1,502 399 3,546 2,537 122 (47) $ 13,055 26 9 12 3 27 19 1 – 100% 2009 24 9 12 5 49 – 100% – 1,195 1,262 – – – – (46) $ 2,556 3,374 – 240 – 3,546 2,537 122 (1) $ 10,100 – – – $ 399 – – – – $ 399 Fair Value Actual % Target % $ 1,022 10% 1% 2,908 794 327 1,668 341 1,946 842 668 90 $ 10,606 27 8 3 16 3 18 8 6 1 100% 24 9 – 12 5 49 – 100% The change in fair value of Level 3 assets that use signiﬁ cant unobservable inputs is shown in the table below (in millions): Beginning balance May 31, 2009 Actual return on plan assets: Assets held at May 31, 2010 Assets sold during the year Purchases, sales and settlements Ending balance May 31, 2010 $ 341 38 24 (4) $ 399 57 FEDEX CORPORATION The following table provides a reconciliation of the changes in the pension and postretirement healthcare plans’ beneﬁ t obligations and fair value of assets over the two-year period ended May 31, 2010 and a statement of the funded status as of May 31, 2010 and 2009 (in millions): Pension Plans 2010 $ 14,041 2009 $ 10,745 $ 11,050 $ 11,617 – – – 417 823 2,607 (391) (22) $ 14,484 309 (302) (83) 499 798 (1,420) (351) (17) $ 11,050 Postretirement Healthcare Plans 2009 2010 $ 433 – – – 24 30 102 (45) 21 $ 565 $ 492 16 (19) (5) 31 33 (94) (42) 21 $ 433 $ 10,812 $ 11,879 $ – $ – – – 1,994 900 (391) (20) $ 13,295 $ (1,189) 522 (76) (2,306) 1,146 (351) (2) $ 10,812 $ (238) $ – $ 311 (30) (31) (1,159) $ (1,189) (518) (238) $ $ 5,157 (1,106) $ 4,051 $ 3,731 (1,220) $ 2,511 $ $ 284 (113) 171 $ $ 130 (113) 17 – – – 24 (45) 21 – $ $ (565) $ – (28) (537) $ (565) $ (134) 2 $ (132) $ $ (5) – (5) – – – 21 (42) 21 – $ $ (433) $ – (26) (407) $ (433) $ (248) 2 $ (246) $ $ (12) – (12) Accumulated Beneﬁ t Obligation (“ABO”) Changes in Projected Beneﬁ t Obligation (“PBO”) and Accumulated Postretirement Beneﬁ t Obligation (“APBO”) PBO/APBO at the beginning of year Adjustments due to change in measurement date Service cost plus interest cost during gap period Additional experience during gap period Changes due to gap period cash ﬂ ow Service cost Interest cost Actuarial loss (gain) Beneﬁ ts paid Other PBO/APBO at the end of year Change in Plan Assets Fair value of plan assets at beginning of year Adjustments due to change in measurement date Additional experience during gap period Changes due to gap period cash ﬂ ow Actual return on plan assets Company contributions Beneﬁ ts paid Other Fair value of plan assets at end of year Funded Status of the Plans Amount Recognized in the Balance Sheet at May 31: Noncurrent pension assets Current pension, postretirement healthcare and other beneﬁ t obligations Noncurrent pension, postretirement healthcare and other beneﬁ t obligations Net amount recognized Amounts Recognized in AOCI and not yet reﬂ ected in Net Periodic Beneﬁ t Cost: Net actuarial loss (gain) Prior service (credit) cost and other Total Amounts Recognized in AOCI and not yet reﬂ ected in Net Periodic Beneﬁ t Cost expected to be amortized in next year’s Net Periodic Beneﬁ t Cost: Net actuarial loss (gain) Prior service (credit) cost and other Total 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our pension plans included the following components at May 31, 2010 and 2009 (in millions): 2010 Qualiﬁ ed Nonqualiﬁ ed International Plans Total 2009 Qualiﬁ ed Nonqualiﬁ ed International Plans Total ABO PBO $ 13,311 346 384 $ 14,041 $ 10,113 317 315 $ 10,745 $ 13,635 348 501 $ 14,484 $ 10,328 318 404 $ 11,050 Fair Value of Plan Assets $ 13,055 – 240 $ 13,295 $ 10,606 – 206 $ 10,812 Funded Status $ (580) (348) (261) $ (1,189) $ $ 278 (318) (198) (238) The table above provides the ABO, PBO, fair value of plan assets and funded status of our plans on an aggregated basis. The follow- ing table presents our plans on a disaggregated basis to show those plans (as a group) whose assets did not exceed their liabilities. The increase in plans included in the table in 2010 was driven by the decrease in our discount rate at our May 31, 2010 measurement date, which increased the number of plans whose assets did not exceed their liability, including our U.S. domestic pension plans (“U.S. Retirement Plans”). At May 31, 2010 and 2009, the fair value of plan assets for pension plans with a PBO or ABO in excess of plan assets were as follows (in millions): PBO Exceeds the Fair Value of Plan Assets 2010 2009 The APBO exceeds plan assets for each of our postretirement healthcare plans. Pension Beneﬁ ts Fair value of plan assets PBO Net funded status Pension Beneﬁ ts ABO(1) Fair value of plan assets PBO Net funded status (1) ABO not used in determination of funded status. $ 13,295 (14,484) $ (1,189) $ 375 (923) $ (548) ABO Exceeds the Fair Value of Plan Assets 2010 2009 $ (14,014) $ 13,263 (14,441) (1,178) $ $ (778) $ 325 (869) $ (544) We made $848 million in tax-deductible contributions, including $495 million in voluntary contributions, to our U.S. Retirement Plans during 2010. During 2009, we made $1.1 billion in tax- deductible voluntary contributions to our U.S. Retirement Plans. Our U.S. Retirement Plans have ample funds to meet expected beneﬁ ts. For 2011, we anticipate making required contributions to our U.S. Retirement Plans totaling approximately $500 million, a reduction from 2010 due to the use of a portion of our credit balance. Net periodic beneﬁ t cost for the three years ended May 31 were as follows (in millions): Pension Plans 2010 2009 2008 Postretirement Healthcare Plans 2009 2008 2010 Service cost Interest cost Expected return on plan assets Recognized actuarial losses (gains) and other Net periodic benefit cost $ 417 823 (955) 23 $ 308 $ 499 798 (1,059) (61) 177 $ $ 518 720 (985) 70 $ 323 $ 24 30 – (12) $ 42 $ 31 33 – (7) $ 57 $ 35 31 – 11 $ 77 The increase in pension costs from 2009 to 2010 was due to the negative impact of market conditions on our pension plan assets at our May 31, 2009 measurement date. The reduction in pension costs from 2008 to 2009 was attributable to the signiﬁ cantly higher discount rate that was used to determine our 2009 expense. 59 FEDEX CORPORATION Amounts recognized in OCI for all plans were as follows (in millions): Net gain (loss) and other arising during period Gain from settlements and curtailments Amortizations: Prior service credit Actuarial (losses) gains and other Total recognized in OCI Pension Plans Gross Amount Net of Tax Amount $ 1,562 – $ 986 – 113 (130) $ 1,545 99 (114) $ 971 2010 Postretirement Healthcare Plans Gross Net of Tax Amount Amount $ 102 – – 12 $ 114 $ 59 – – 12 $ 71 Pension Plans Gross Amount Net of Tax Amount $ 1,944 2 $ 1,220 1 113 (49) $ 2,010 71 (30) $ 1,262 2009 Postretirement Healthcare Plans Gross Amount Net of Tax Amount $ (94) – – 7 $ (87) $ (61) – – 4 $ (57) Weighted-average actuarial assumptions for our primary U.S. pension plans, which represent substantially all of our PBO, are as follows: Discount rate used to determine beneﬁ t obligation (1) Discount rate used to determine net periodic beneﬁ t cost Rate of increase in future compensation levels used to determine beneﬁ t obligation (2) Rate of increase in future compensation levels used to determine net periodic beneﬁ t cost (2) Expected long-term rate of return on assets 2010 6.37% 7.68 4.63 4.42 8.00 Pension Plans 2009 7.68% 7.15 4.42 4.49 8.50 2008 6.96% 6.01 4.51 4.47 8.50 (1) The assumed interest rate used to discount the estimated future beneﬁ t payments that have been accrued to date (the PBO) to their present value. (2) Average future salary increases based on age and years of service. Postretirement Healthcare Plans 2009 2010 2008 6.11% 7.27 7.27% 7.13 6.81% 6.08 – – – – – – – – – Beneﬁ t payments, which reﬂ ect expected future service, are expected to be paid as follows for the years ending May 31 (in millions): 2011 2012 2013 2014 2015 2016–2020 Postretirement Pension Plans Healthcare Plans $ 475 532 596 663 732 4,988 $ 28 31 32 33 35 209 These estimates are based on assumptions about future events. Actual benefit payments may vary significantly from these estimates. Future medical beneﬁ t claims costs are estimated to increase at an annual rate of 8.5% during 2011, decreasing to an annual growth rate of 4.5% in 2029 and thereafter. Future dental beneﬁ t costs are estimated to increase at an annual rate of 7% during 2011, decreasing to an annual growth rate of 4.5% in 2029 and thereafter. A 1% change in these annual trend rates would not have a signiﬁ cant impact on the APBO at May 31, 2010 or 2010 beneﬁ t expense because the level of these beneﬁ ts is capped. NOTE 12: BUSINESS SEGMENT INFORMATION FedEx Express, FedEx Ground and the FedEx Freight LTL Group represent our major service lines and, along with FedEx Services, form the core of our reportable segments. Our reportable seg- ments include the following businesses: FEDEX EXPRESS SEGMENT FedEx Express (express transportation) FedEx Trade Networks (global trade services) FedEx SupplyChain Systems (logistics services) FEDEX GROUND SEGMENT FedEx Ground (small-package ground delivery) FedEx SmartPost (small-parcel consolidator) FEDEX FREIGHT SEGMENT FedEx Freight LTL Group: FedEx Freight (fast-transit LTL freight transportation) FedEx National LTL (economical LTL freight transportation) FedEx Custom Critical (time-critical transportation) FEDEX SERVICES SEGMENT FedEx Services (sales, marketing and information technology functions) FedEx Ofﬁ ce (document and business services and package acceptance) FedEx Customer Information Services (“FCIS”) (customer service, billings and collections) 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FEDEX SERVICES SEGMENT The FedEx Services segment operates combined sales, mar- keting, administrative and information technology functions in shared services operations that support our transportation businesses and allow us to pursue synergies from the combina- tion of these functions. The FedEx Services segment includes: FedEx Services, which provides sales, marketing and informa- tion technology support to our other companies; FCIS, which is responsible for customer service, billings and collections for U.S. customers of our major business units; and FedEx Ofﬁ ce, which provides an array of document and business services and retail access to our customers for our package transportation busi- nesses. Effective September 1, 2009, FedEx SupplyChain Systems, formerly included in the FedEx Services reporting segment, was realigned to become part of the FedEx Express reporting seg- ment. Prior year amounts have not been reclassiﬁ ed to conform to the current year segment presentation, as the ﬁ nancial results are materially comparable. The FedEx Services segment provides direct and indirect support to our transportation businesses and accordingly we allocate all of the net operating costs of the FedEx Services segment (includ- ing the net operating results of FedEx Ofﬁ ce) to reﬂ ect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment alloca- tion, the net operating results of FedEx Ofﬁ ce are allocated to FedEx Express and FedEx Ground. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of the total allocated net operating costs of the FedEx Services segment on our transportation segments. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. The $810 million 2009 impairment charge for the FedEx Ofﬁ ce goodwill and the $891 million 2008 charge predominantly associated with impairment of the Kinko’s trade name and good- will were not allocated to the FedEx Express or FedEx Ground segments, as the charges were unrelated to the core perfor- mance of those businesses. The operating expenses line item “Intercompany charges” on the accompanying unaudited ﬁ nancial summaries of our trans- portation segments in Management’s Discussion and Analysis of Operations and Financial Condition (“MD&A”) reﬂ ects the allocations from the FedEx Services segment to the respective transportation segments. The “Intercompany charges” caption also includes charges and credits for administrative services provided between operating companies and certain other costs such as corporate management fees related to services received for general corporate oversight, including executive ofﬁ cers and certain legal and ﬁ nance functions. We believe these allocations approximate the net cost of providing these functions. Effective August 1, 2009, approximately 3,600 employees (pre- dominantly from the FedEx Freight segment) were transferred to entities within the FedEx Services segment. This internal reor- ganization further centralizes most customer support functions, such as sales, customer service and information technology, into our shared services organizations. While the reorganization had no impact on the net operating results of any of our transporta- tion segments, the net intercompany charges to our FedEx Freight segment increased signiﬁ cantly with corresponding decreases to other expense captions, such as salaries and employee beneﬁ ts. The impact of this internal reorganization to the expense captions in our other segments was immaterial. OTHER INTERSEGMENT TRANSACTIONS Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their report- able segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reﬂ ected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such interseg- ment revenues and expenses are eliminated in the consolidated results and are not separately identiﬁ ed in the following segment information, as the amounts are not material. 61 FEDEX CORPORATION The following table provides a reconciliation of reportable segment revenues, depreciation and amortization, operating income (loss) and segment assets to consolidated ﬁ nancial statement totals for the years ended or as of May 31 (in millions): Revenues 2010 2009 2008 Depreciation and amortization 2010 2009 2008 Operating income (loss) 2010 2009 2008 Segment assets (4) 2010 2009 2008 FedEx Express Segment (1) $ 21,555 22,364 24,421 $ 1,016 961 944 $ 1,127 794 1,901 $ 14,819 13,483 13,416 FedEx Ground Segment $ 7,439 7,047 6,751 $ 334 337 305 $ 1,024 807 736 $ 4,118 3,291 2,770 FedEx Freight Segment (2) FedEx Services Segment (3) Other and Eliminations Consolidated Total $ 4,321 4,415 4,934 $ $ 198 224 227 (153) (44) 329 $ 2,786 3,044 3,276 $ 1,770 1,977 2,138 $ 408 451 469 $ – (810) (891) $ 4,079 3,240 4,651 $ (351) (306) (291) $ $ 2 2 1 – – – $ (900) 1,186 1,520 $ 34,734 35,497 37,953 $ 1,958 1,975 1,946 $ 1,998 747 2,075 $ 24,902 24,244 25,633 (1) FedEx Express segment 2009 operating expenses include a charge of $260 million primarily related to aircraft-related asset impairments. (2) FedEx Freight segment 2009 operating expenses include a charge of $100 million primarily related to impairment of goodwill related to the Watkins Motor Lines (now known as FedEx National LTL) acquisition. (3) FedEx Services segment 2009 operating expenses include a charge of $810 million related to impairment of goodwill related to the Kinko’s (now known as FedEx Ofﬁ ce) acquisition. FedEx Services segment 2008 operating expenses include a charge of $891 million predominantly related to impairment of intangible assets from the Kinko’s acquisition. The normal, ongoing net operating costs of the FedEx Services segment are allocated back to the transportation segments. (4) Segment assets include intercompany receivables. The following table provides a reconciliation of reportable segment capital expenditures to consolidated totals for the years ended May 31 (in millions): 2010 2009 2008 FedEx Express Segment $ 1,864 1,348 1,716 FedEx Ground Segment $ 400 636 509 FedEx Freight Segment $ 212 240 266 FedEx Services Segment $ 340 235 455 Other $ – – 1 Consolidated Total $ 2,816 2,459 2,947 62 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 13: SUPPLEMENTAL CASH FLOW INFORMATION 2010 2009 2008 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) International domestic (1) Total package revenue Freight: U.S. International priority freight International airfreight Total freight revenue Other (2) Total FedEx Express segment FedEx Ground segment FedEx Freight segment FedEx Services segment Other and eliminations $ 5,602 1,640 2,589 $ 6,074 1,855 2,789 $ 6,578 2,012 2,995 9,831 7,087 578 17,496 10,718 6,978 565 18,261 11,585 7,666 663 19,914 1,980 1,303 251 3,534 525 21,555 7,439 4,321 1,770 (351) $ 34,734 2,165 1,104 369 3,638 465 22,364 7,047 4,415 1,977 (306) $ 35,497 2,398 1,243 406 4,047 460 24,421 6,751 4,934 2,138 (291) $ 37,953 Geographical Information (3) Revenues: U.S. International: FedEx Express segment FedEx Ground segment FedEx Freight segment FedEx Services segment Total international revenue Noncurrent assets: U.S. International $ 24,852 $ 25,819 $ 27,306 9,547 140 60 135 9,882 $ 34,734 9,363 124 39 152 9,678 $ 35,497 10,298 129 36 184 10,647 $ 37,953 $ 13,343 4,275 $ 17,618 $ 13,560 3,568 $ 17,128 $ 14,920 3,469 $ 18,389 (1) International domestic revenues include our international domestic express operations, primarily in the United Kingdom, Canada, China, India and Mexico. We reclassiﬁ ed the prior period international domestic revenues previously included within other revenues to conform to the current period presentation. (2) Other revenues includes FedEx Trade Networks and, beginning in the second quarter of 2010, FedEx SupplyChain Systems. (3) 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. Cash paid for interest expense and income taxes for the years ended May 31 was as follows (in millions): 2010 2009 2008 Cash payments for: Interest (net of capitalized interest) Income taxes Income tax refunds received Cash tax payments, net 88 $ $ 322 (279) 43 $ $ 61 $ 517 (8) $ 509 $ 105 $ 821 (5) $ 816 NOTE 14: GUARANTEES AND INDEMNIFICATIONS In conjunction with certain transactions, primarily the lease, sale or purchase of operating assets or services in the ordinary course of business, we may provide routine guarantees or indemniﬁ ca- tions (e.g., environmental, fuel, tax and software infringement), the terms of which range in duration, and often they are not lim- ited and have no speciﬁ ed maximum obligation. As a result, the overall maximum potential amount of the obligation under such guarantees and indemniﬁ cations cannot be reasonably estimated. Historically, we have not been required to make signiﬁ cant pay- ments under our guarantee or indemniﬁ cation obligations and no amounts have been recognized in our ﬁ nancial statements for the underlying fair value of these obligations. Special facility revenue bonds have been issued by certain municipalities primarily to ﬁ nance 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 $667 million in principal of these bonds (with total future principal and interest payments of approximately $919 million as of May 31, 2010) through these leases. Of the $667 million bond principal guaranteed, $116 million was included in capital lease obligations in our balance sheet at May 31, 2010. The remaining $551 million has been accounted for as operating leases. 63 FEDEX CORPORATION NOTE 15: COMMITMENTS NOTE 16: CONTINGENCIES Annual purchase commitments under various contracts as of May 31, 2010 were as follows (in millions): 2011 2012 2013 2014 2015 Thereafter Aircraft (1) $ 824 839 622 480 493 1,431 Aircraft- Related (2) $ 104 10 19 – – – Other (3) Total $ 771 166 66 14 12 113 $ 1,699 1,015 707 494 505 1,544 (1) Our obligation to purchase 15 of these aircraft (Boeing 777 Freighters, or B777Fs) is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Also, subsequent to May 31, 2010, we entered into an agreement replacing the previously disclosed non-binding letter of intent with another party to acquire two additional B777Fs and expect to take delivery of these aircraft in 2011. These aircraft are not included in the table above. (2) Primarily aircraft modiﬁ cations. (3) Primarily vehicles, facilities, advertising, promotions contracts and for 2011, a total of $500 million of required quarterly contributions to our U.S. domestic pension plans. The amounts reﬂ ected in the table above for purchase commit- ments represent noncancelable agreements to purchase goods or services. Commitments to purchase aircraft in passenger conﬁ guration do not include the attendant costs to modify these aircraft for cargo transport unless we have entered into noncan- celable commitments to modify such aircraft. Open purchase orders that are cancelable are not considered unconditional purchase obligations for ﬁ nancial reporting purposes and are not included in the table above. We had $437 million in deposits and progress payments as of May 31, 2010 (a decrease of $107 million from May 31, 2009) on aircraft purchases and other planned aircraft-related transac- tions. These deposits are classiﬁ ed in the “Other assets” caption of our consolidated balance sheets. In addition to our commit- ment to purchase B777Fs, our aircraft purchase commitments include the Boeing 757 (“B757”) in passenger conﬁ guration, which will require additional costs to modify for cargo trans- port. 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, 2010, with the year of expected delivery: 2011 2012 2013 2014 2015 Thereafter Total B757 B777F (1) ATR 72 Total 16 8 – – – – 24 4 5 5 3 3 10 30 8 – – – – – 8 28 13 5 3 3 10 62 (1) Our obligation to purchase 15 of these aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Also, subsequent to May 31, 2010, we entered into an agreement replacing the previously disclosed non-binding letter of intent with another party to acquire two additional B777Fs and expect to take delivery of these aircraft in 2011. These aircraft are not included in the table above. Wage-and-Hour. We are a defendant in a number of lawsuits containing various class-action allegations of wage-and-hour violations. The plaintiffs in these lawsuits allege, among other things, that they were forced to work “off the clock,” were not paid overtime or were not provided work breaks or other beneﬁ ts. The complaints generally seek unspeciﬁ ed monetary damages, injunctive relief, or both. The following describes the wage-and- hour matters that have been certiﬁ ed as class actions. In February 2008, Wiegele v. FedEx Ground was certiﬁ ed as a class action by a California federal court, and in April 2008, the U.S. Court of Appeals for the Ninth Circuit denied our petition to review the class certiﬁ cation ruling. The certiﬁ ed class ini- tially included FedEx Ground sort managers and dock service managers in California from May 10, 2002 to the present, but the court subsequently approved the dismissal of the sort managers, leaving only the dock service managers in the class. The plain- tiffs allege that FedEx Ground has misclassiﬁ ed the managers as exempt from the overtime requirements of California wage-and- hour laws and is correspondingly liable for failing to pay them overtime compensation and provide them with rest and meal breaks. In April 2010, the court granted our motion to decertify the class, and thus the lawsuit continues as a non-class matter. Therefore, any potential loss in this matter is immaterial. In September 2008, in Tidd v. Adecco USA, Kelly Services and FedEx Ground, a Massachusetts federal court conditionally cer- tiﬁ ed a class limited to individuals who were employed by two temporary employment agencies and who worked as temporary pick-up-and-delivery drivers for FedEx Ground in the New England region within the past three years. Potential claimants must volun- tarily “opt in” to the lawsuit in order to be considered part of the class. In addition, in the same opinion, the court granted summary judgment in favor of FedEx Ground with respect to the plaintiffs’ claims for unpaid overtime wages. The court has since granted judgment in favor of the other two defendants with respect to the overtime claims. Accordingly, the conditionally certiﬁ ed class of plaintiffs is now limited to a claim of failure to pay regular wages due under the federal Fair Labor Standards Act. In April 2009, in Bibo v. FedEx Express, a California federal court granted class certiﬁ cation, certifying several subclasses of FedEx Express couriers in California from April 14, 2006 (the date of the settlement of the Foster class action) to the present. The plaintiffs allege that FedEx Express violated California wage-and-hour laws after the date of the Foster settlement. In particular, the plaintiffs allege, among other things, that they were forced to work “off the clock” and were not provided with required meal breaks or split- shift premiums. We asked the U.S. Court of Appeals for the Ninth Circuit to accept a discretionary appeal of the class certiﬁ cation order, but the court refused to accept it at this time. In September 2009, in Taylor v. FedEx Freight, a California state court granted class certiﬁ cation, certifying a class of all cur- rent and former drivers employed by FedEx Freight in California who performed linehaul services since June 2003. The plaintiffs allege, among other things, that they were forced to work “off the 64 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS have appealed the verdict. The other contractor-model purported class actions that are not part of the multidistrict litigation are not as far along procedurally as Anﬁ nson and many of the law- suits are currently stayed pending further developments in the multidistrict litigation. Adverse determinations in these matters could, among other things, entitle certain of our contractors and their drivers to the reimbursement of certain expenses and to the beneﬁ t of wage- and-hour laws and result in employment and withholding tax and beneﬁ t liability for FedEx Ground, and could result in changes to the independent contractor status of FedEx Ground’s owner- operators. We believe that FedEx Ground’s owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the company’s independent contractors. Given the nature and status of these lawsuits, we cannot yet determine the amount or a reasonable range of potential loss, if any, but it is reasonably possible that such potential loss or such changes to the independent contrac- tor status of FedEx Ground’s owner-operators could be material. However, we do not believe that a material loss is probable in any of these matters. ATA Airlines. ATA Airlines has sued FedEx Express in Indiana federal court alleging, among other things, that we breached a contract by not including ATA on our 2009 Civil Reserve Air Fleet (CRAF)/Air Mobility Command (AMC) team, which provides cargo and passenger service to the U.S. military. After being advised that it would not be a part of the 2009 team, ATA ceased opera- tions and ﬁ led for bankruptcy. ATA has alleged damages of $94 million, including lost proﬁ ts and aircraft acquisition costs. We have denied any liability and contend that ATA has suffered no damages. In April 2010, the court granted our motion for par- tial judgment on the pleadings and dismissed all of ATA’s claims except for the breach of contract claim. In June 2010, the court denied our motion for summary judgment on the breach of contract claim, so that claim is still pending. Trial is currently scheduled for August 2010, and we still do not believe that any material loss is probable. 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 have a material adverse effect on our ﬁ nancial position, results of operations or cash ﬂ ows. Additional information about our contingencies can be found in the Critical Accounting Estimates section of Management’s Discussion and Analysis. clock” and were not provided with required rest or meal breaks. In May 2010, we ﬁ led a notice to remove this matter to federal court in California. These class certiﬁ cation rulings do not address whether we will ultimately be held liable. We have denied any liability and intend to vigorously defend ourselves in these wage-and-hour lawsuits. Given the nature and status of these lawsuits, we cannot yet determine the amount or a reasonable range of potential loss, if any. However, we do not believe that any loss is probable in these lawsuits. Independent Contractor – Lawsuits and State Administrative Proceedings. FedEx Ground is involved in approximately 50 class- action lawsuits (including 29 that are certiﬁ ed as class actions), several individual lawsuits and approximately 40 state tax and other administrative proceedings that claim that the company’s owner-operators should be treated as employees, rather than independent contractors. Most of the class-action lawsuits have been consolidated for administration of the pre-trial proceedings by a single federal court, the U.S. District Court for the Northern District of Indiana. With the exception of more recently ﬁ led cases that have been or will be transferred to the multidistrict litigation, discovery on class certiﬁ cation and classiﬁ cation issues is now complete. Thus far, the court has granted class certiﬁ cation in 28 cases and denied it in 14 cases. In June 2010, the court dismissed without prejudice the previously certiﬁ ed nationwide class claim under the Employee Retirement Income Security Act of 1974 based on the plaintiff’s failure to exhaust administrative remedies; this claim had been asserted as part of a Kansas case, and the judge has not yet issued a summary judgment decision on the remaining state law claims in that case. Motions for summary judgment on the classiﬁ cation issue (i.e., independent contractor vs. employee) are pending in all 28 of the pending multidistrict litigation cases that are certiﬁ ed as class actions. In May 2010, in an Illinois case pending in the multidistrict litiga- tion in which class certiﬁ cation was denied, the court granted the three named plaintiffs’ motion for summary judgment on their claim under the Illinois wage law, holding that the three plain- tiffs were employees under that law. The court has not yet ruled on the plaintiffs’ motion for summary judgment on any of the remaining claims in that case. The classiﬁ cation issue is state- law speciﬁ c and varies from state to state and from law to law within each state. Accordingly, the court’s ruling in the Illinois case is not binding authority for any of the remaining claims in that case or for any of the other cases pending in the multidistrict litigation. In January 2008, one of the contractor-model lawsuits that is not part of the multidistrict litigation, Anﬁ nson v. FedEx Ground, was certiﬁ ed as a class action by a Washington state court. The plaintiffs in Anﬁ nson represent a class of FedEx Ground single- route, pickup-and-delivery owner-operators in Washington from December 21, 2001 through December 31, 2005 and allege that the class members should be reimbursed as employees for their uni- form expenses and should receive overtime pay. In March 2009, a jury trial in the Anﬁ nson case was held, and the jury returned a verdict in favor of FedEx Ground, ﬁ nding that all 320 class mem- bers were independent contractors, not employees. The plaintiffs 65 FEDEX CORPORATION NOTE 17: RELATED PARTY TRANSACTIONS Our Chairman, President and Chief Executive Ofﬁ cer, 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.” NOTE 18: SUMMARY OF QUARTERLY OPERATING RESULTS (UNAUDITED) (in millions, except per share amounts) 2010 Revenues Operating income Net income Basic earnings per common share Diluted earnings per common share (2) 2009 (1) Revenues Operating income (loss) Net income (loss) Basic earnings (loss) per common share Diluted earnings (loss) per common share (2) First Quarter $ 8,009 315 181 0.58 0.58 $ 9,970 630 384 1.23 1.23 Second Quarter $ 8,596 571 345 1.10 1.10 $ 9,538 784 493 1.59 1.58 Third Quarter $ 8,701 416 239 0.76 0.76 $ 8,137 182 97 0.31 0.31 Fourth Quarter $ 9,428 696 419 1.34 1.33 $ 7,852 (849) (876) (2.82) (2.82) (1) Operating expenses for the fourth quarter of 2009 include charges of $1.2 billion ($1.1 billion, net of tax, or $3.46 per diluted share) primarily related to noncash impairment charges associated with goodwill and aircraft-related asset impairments. (2) The sum of the quarterly diluted earnings per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective period. 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 19: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS We are required to present condensed consolidating ﬁ nancial information in order for the subsidiary guarantors (other than FedEx Express) of our public debt to continue to be exempt from reporting under the Securities Exchange Act of 1934. The guarantor subsidiaries, which are wholly owned by FedEx, guarantee $1.2 billion of our debt. The guarantees are full and uncon- ditional 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 ﬁ nancial condition, results of operations or cash ﬂ ows for any purpose other than to comply with the speciﬁ c requirements for subsidiary guarantor reporting. Condensed consolidating ﬁ nancial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions): CONDENSED CONSOLIDATING BALANCE SHEETS ASSETS Current Assets Cash and cash equivalents Receivables, less allowances Spare parts, supplies, fuel, 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 beneﬁ ts Accounts payable Accrued expenses Total current liabilities Long-Term Debt, Less Current Portion Intercompany Payable Other Long-Term Liabilities Deferred income taxes Other liabilities Total other long-term liabilities Stockholders’ Investment Parent Guarantor Subsidiaries May 31, 2010 Non-guarantor Subsidiaries Eliminations Consolidated $ 1,310 1 5 – 1,316 23 18 5 – – 13,850 1,527 $ 16,698 $ 250 36 8 47 341 1,000 702 – 844 844 13,811 $ 16,698 $ 258 3,425 581 492 4,756 29,193 15,801 13,392 – 1,551 2,619 801 $ 23,119 $ 12 955 1,196 1,488 3,651 668 430 2,253 2,921 5,174 13,196 $ 23,119 $ 443 782 54 37 1,316 2,086 1,098 988 1,132 649 – 99 $ 4,184 $ – 155 422 180 757 – – 32 122 154 3,273 $ 4,184 $ (59) (45) – – (104) – – – (1,132) – (16,469) (1,394) $ (19,099) $ – – (104) – (104) – (1,132) (1,394) – (1,394) (16,469) $ (19,099) $ 1,952 4,163 640 529 7,284 31,302 16,917 14,385 – 2,200 – 1,033 $ 24,902 $ 262 1,146 1,522 1,715 4,645 1,668 – 891 3,887 4,778 13,811 $ 24,902 67 CONDENSED CONSOLIDATING BALANCE SHEETS ASSETS Current Assets Cash and cash equivalents Receivables, less allowances Spare parts, supplies, fuel, 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 Pension Assets Other Assets LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current Liabilities Current portion of long-term debt Accrued salaries and employee beneﬁ ts Accounts payable Accrued expenses Total current liabilities Long-Term Debt, Less Current Portion Intercompany Payable Other Long-Term Liabilities Deferred income taxes Other liabilities Total other long-term liabilities Stockholders’ Investment FEDEX CORPORATION Parent Guarantor Subsidiaries May 31, 2009 Non-guarantor Subsidiaries Eliminations Consolidated $ 1,768 1 1 – 1,770 23 17 6 758 – 11,973 311 911 $ 15,729 $ 500 26 5 51 582 1,250 – – 271 271 13,626 $ 15,729 $ 272 2,717 838 486 4,313 26,984 14,659 12,325 – 1,485 2,129 – 994 $ 21,246 $ 153 711 1,078 1,426 3,368 680 1,137 1,875 2,732 4,607 11,454 $ 21,246 $ 304 712 83 25 1,124 2,253 1,167 1,086 379 744 – – 121 $ 3,454 $ – 124 380 161 665 – – 51 90 141 $ (52) (39) – – (91) – – – (1,137) – (14,102) – (855) $ (16,185) $ – – (91) – (91) – (1,137) (855) – (855) 2,648 $ 3,454 (14,102) $ (16,185) $ 2,292 3,391 922 511 7,116 29,260 15,843 13,417 – 2,229 – 311 1,171 $ 24,244 $ 653 861 1,372 1,638 4,524 1,930 – 1,071 3,093 4,164 13,626 $ 24,244 68 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENTS OF INCOME REVENUES OPERATING EXPENSES: Salaries and employee beneﬁ ts Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Impairment and other charges 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 beneﬁ ts Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Impairment and other charges 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 $ 29,360 Year Ended May 31, 2010 Non-guarantor Subsidiaries Eliminations Consolidated $ 5,700 $ (326) $ 34,734 91 – 4 1 – 1 – (202) 105 – – 1,184 (100) 114 (14) 1,184 – $ 1,184 12,026 3,424 2,118 1,751 2,946 1,589 – (109) 3,950 27,695 1,665 161 41 (147) (18) 1,702 625 $ 1,077 1,910 1,392 240 206 160 125 18 311 1,005 5,367 333 – (12) 33 (1) 353 85 $ 268 – (88) (3) – – – – – (235) (326) – (1,345) – – – (1,345) – $ (1,345) 14,027 4,728 2,359 1,958 3,106 1,715 18 – 4,825 32,736 1,998 – (71) – (33) 1,894 710 $ 1,184 Parent $ – Guarantor Subsidiaries $ 29,923 Year Ended May 31, 2009 Non-guarantor Subsidiaries Eliminations Consolidated $ 5,851 $ (277) $ 35,497 82 – 4 2 – 1 – (193) 104 – – 98 (73) 90 (17) 98 – 98 $ 11,483 3,362 2,134 1,706 3,554 1,755 1,098 81 4,198 29,371 552 103 28 (118) (3) 562 514 48 $ 2,202 1,211 296 267 257 142 106 112 1,063 5,656 195 – (14) 28 9 218 65 153 $ – (39) (5) – – – – – (233) (277) – (201) – – – (201) – $ (201) 13,767 4,534 2,429 1,975 3,811 1,898 1,204 – 5,132 34,750 747 – (59) – (11) 677 579 98 $ 69 FEDEX CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF INCOME Parent $ – Guarantor Subsidiaries $ 31,464 Year Ended May 31, 2008 Non-guarantor Subsidiaries Eliminations Consolidated $ 6,860 $ (371) $ 37,953 REVENUES OPERATING EXPENSES: Salaries and employee beneﬁ ts Purchased transportation Rentals and landing fees Depreciation and amortization Fuel Maintenance and repairs Impairment charges 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 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (450) Parent INVESTING ACTIVITIES Capital expenditures Proceeds from asset dispositions and other CASH USED IN INVESTING ACTIVITIES FINANCING ACTIVITIES Net transfers from (to) Parent Payment on loan between subsidiaries Intercompany dividends Principal payments on debt Proceeds from stock issuances Excess tax beneﬁ t on the exercise of stock options Dividends paid Other, net CASH USED IN FINANCING ACTIVITIES Effect of exchange rate changes on cash Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period – – – 531 – – (500) 94 25 (138) (20) (8) – (458) 1,768 $ 1,310 70 98 – 4 2 – 1 – (204) 99 – – 1,125 (44) 51 (7) 1,125 – $ 1,125 11,660 3,392 2,127 1,651 4,095 1,907 882 (94) 4,400 30,020 1,444 310 4 (66) 3 1,695 687 $ 1,008 Guarantor Subsidiaries $ 2,942 (2,661) 38 (2,623) (397) 72 158 (153) – – – (5) (325) (8) (14) 272 258 $ 2,444 1,333 313 293 314 160 – 298 1,074 6,229 631 – (14) 15 (1) 631 204 427 $ – (91) (3) – – – – – (277) (371) – (1,435) – – – (1,435) – $ (1,435) 14,202 4,634 2,441 1,946 4,409 2,068 882 – 5,296 35,878 2,075 – (54) – (5) 2,016 891 $ 1,125 Year Ended May 31, 2010 Non-guarantor Subsidiaries Eliminations Consolidated $ 653 $ (7) $ 3,138 (155) (3) (158) (134) (72) (158) – – – – 5 (359) 3 139 304 $ 443 – – – – – – – – – – – – – (7) (52) $ (59) (2,816) 35 (2,781) – – – (653) 94 25 (138) (20) (692) (5) (340) 2,292 $ 1,952 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (924) Parent Guarantor Subsidiaries $ 3,156 Year Ended May 31, 2009 Non-guarantor Subsidiaries Eliminations Consolidated $ 573 $ (52) $ 2,753 INVESTING ACTIVITIES Capital expenditures Proceeds from asset dispositions and other CASH USED IN INVESTING ACTIVITIES FINANCING ACTIVITIES Net transfers from (to) Parent Payment on loan from Parent Payment on loan between subsidiaries Intercompany dividends Principal payments on debt Proceeds from debt issuance Proceeds from stock issuances Excess tax beneﬁ t on the exercise of stock options Dividends paid Other, net CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES Effect of exchange rate changes on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period – – – 1,173 17 – – (500) 1,000 41 4 (137) (7) 1,591 – 667 1,101 $ 1,768 Parent CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (44) INVESTING ACTIVITIES Capital expenditures Collection on (payment of) loan to Parent Proceeds from asset dispositions and other CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES FINANCING ACTIVITIES Net transfers from (to) Parent Payment on loans between subsidiaries Dividend paid (to) from Parent Intercompany dividends Principal payments on debt Proceeds from stock issuances Excess tax beneﬁ t on the exercise of stock options Dividends paid CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES Effect of exchange rate changes on cash Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period (1) (5,971) – (5,972) 463 – 5,971 – (551) 108 38 (124) 5,905 – (111) 1,212 $ 1,101 (2,248) 69 (2,179) (1,066) – 36 165 – – – – – – (865) (6) 106 166 272 $ (211) 7 (204) (107) (17) (36) (165) (1) – – – – – (326) (11) 32 272 $ 304 – – – – – – – – – – – – – – – (52) – $ (52) (2,459) 76 (2,383) – – – – (501) 1,000 41 4 (137) (7) 400 (17) 753 1,539 $ 2,292 Guarantor Subsidiaries $ 2,889 Year Ended May 31, 2008 Non-guarantor Subsidiaries Eliminations Consolidated $ 620 $ – $ 3,465 (2,683) 5,971 34 3,322 (296) 16 (5,971) 165 (85) – – – (6,171) 2 42 124 166 $ (263) – 16 (247) (167) (16) – (165) (3) – – – (351) 17 39 233 $ 272 – – – – – – – – – – – – – – – – $ – (2,947) – 50 (2,897) – – – – (639) 108 38 (124) (617) 19 (30) 1,569 $ 1,539 71 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, 2010 and 2009, and the related consolidated statements of income, changes in stockholders’ investment and comprehensive income, and cash ﬂ ows for each of the three years in the period ended May 31, 2010. These ﬁ nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ﬁ nancial 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 ﬁ nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁ nancial statements. An audit also includes assessing the accounting principles used and signiﬁ cant estimates made by management, as well as evaluating the overall ﬁ nancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the ﬁ nancial statements referred to above present fairly, in all material respects, the consolidated ﬁ nancial position of FedEx Corporation at May 31, 2010 and 2009, and the consolidated results of its operations and its cash ﬂ ows for each of the three years in the period ended May 31, 2010, in conformity with U.S. generally accepted accounting principles. As discussed in Note 11 to the consolidated ﬁ nancial statements, in 2008 the Company adopted the measurement date provisions originally issued in Statement of Financial Accounting Standards No. 158, “Employer’s Accounting for Deﬁ ned Beneﬁ t Pension and Other Post Retirement Beneﬁ t Plans — An Amendment of FASB Statements No. 87, 88, 106 and 132(R),” (codiﬁ ed in FASB Accounting Standards Codiﬁ cation 715, Compensation — Retirement Beneﬁ ts). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), FedEx Corporation’s internal control over ﬁ nancial reporting as of May 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated July 15, 2010 expressed an unqualiﬁ ed opinion thereon. Memphis, Tennessee July 15, 2010 72 FEDEX CORPORATION SELECTED FINANCIAL DATA The following table sets forth (in millions, except per share amounts and other operating data) certain selected consolidated ﬁ nancial and operating data for FedEx as of and for the ﬁ ve years ended May 31, 2010. 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 ﬁ nancial data appearing elsewhere in this Annual Report. 2010 2009 (1) 2008 (2) 2007 (3) 2006 (4) 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 $ 34,734 1,998 1,894 1,184 $ $ $ 3.78 3.76 312 314 0.44 $ 14,385 24,902 1,668 13,811 $ 35,497 747 677 98 $ $ $ 0.31 0.31 311 312 0.44 $ 13,417 24,244 1,930 13,626 $ 37,953 2,075 2,016 1,125 $ $ $ 3.64 3.60 309 312 0.30 $ 13,478 25,633 1,506 14,526 $ 35,214 3,276 3,215 2,016 $ $ $ 6.57 6.48 307 311 0.37 $ 12,636 24,000 2,007 12,656 Other Operating Data FedEx Express aircraft ﬂ eet Average full-time equivalent employees and contractors 664 245,109 654 247,908 677 254,142 669 241,903 $ 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 (1) Results for 2009 include a charge of $1.2 billion ($1.1 billion, net of tax, or $3.45 per diluted share) primarily related to impairment charges associated with goodwill and aircraft. See Note 3 to the accompanying consolidated ﬁ nancial statements. Additionally, common stockholders’ investment includes an other comprehensive income charge of $1.2 billion, net of tax, related to the funded status of our retirement plans at May 31, 2009. (2) Results for 2008 include a charge of $891 million ($696 million, net of tax, or $2.23 per diluted share) recorded during the fourth quarter, predominantly related to impairment charges associated with intangible assets from the FedEx Ofﬁ ce acquisition. See Note 3 to the accompanying consolidated ﬁ nancial statements. Additionally, results for 2008 and 2007 include several 2007 acquisitions. (3) Results for 2007 include a charge of $143 million at FedEx Express associated with upfront compensation and beneﬁ ts under our labor contract with our pilots. (4) Results for 2006 include a 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. 73 FEDEX CORPORATION Gary W. Loveman (1) (3) Chairman, President and Chief Executive Ofﬁ cer Harrah’s Entertainment, Inc. Branded gaming entertainment company Susan C. Schwab (2) Professor University of Maryland School of Public Policy Former U.S. Trade Representative Frederick W. Smith Chairman, President and Chief Executive Ofﬁ cer FedEx Corporation Joshua I. Smith (1) Chairman and Managing Partner Coaching Group, LLC Management consulting ﬁ rm David P. Steiner (1) Chief Executive Ofﬁ cer Waste Management, Inc. Integrated waste management services company Paul S. Walsh (2) Chief Executive Ofﬁ cer Diageo plc Beverage company BOARD OF DIRECTORS James L. Barksdale (3) (4) Chairman and President Barksdale Management Corporation Investment management company John A. Edwardson (1*) Chairman and Chief Executive Ofﬁ cer CDW Corporation Technology products and services company Judith L. Estrin (3*) (4) Chief Executive Ofﬁ cer JLABS, LLC Technology company J.R. Hyde III (3) Chairman GTx, Inc. Biopharmaceutical company Shirley A. Jackson (2) (4*) President Rensselaer Polytechnic Institute Technological research university Steven R. Loranger (2*) (4) Chairman, President and Chief Executive Ofﬁ cer ITT Corporation Engineering and manufacturing company (1) Audit Committee (2) Compensation Committee (3) Information Technology Oversight Committee (4) Nominating & Governance Committee * Committee Chair 74 FEDEX CORPORATION EXECUTIVE OFFICERS AND SENIOR MANAGEMENT FEDEX CORPORATION Frederick W. Smith Chairman, President and Chief Executive Ofﬁ cer Christine P. Richards Executive Vice President, General Counsel and Secretary Alan B. Graf, Jr. Executive Vice President and Chief Financial Ofﬁ cer Robert B. Carter Executive Vice President, FedEx Information Services and Chief Information Ofﬁ cer T. Michael Glenn Executive Vice President, Market Development and Corporate Communications John L. Merino Corporate Vice President and Principal Accounting Ofﬁ cer FEDEX EXPRESS SEGMENT FEDEX GROUND SEGMENT David J. Bronczek President and Chief Executive Ofﬁ cer FedEx Express Michael L. Ducker Executive Vice President and Chief Operating Ofﬁ cer FedEx Express Manfred Schardt President and Chief Executive Ofﬁ cer FedEx Trade Networks Craig M. Simon President and Chief Executive Ofﬁ cer FedEx SupplyChain Systems David F. Rebholz President and Chief Executive Ofﬁ cer FedEx Ground Henry J. Maier Executive Vice President Strategic Planning and Communications Michael P. Mannion Executive Vice President and Chief Operating Ofﬁ cer FedEx Ground Ward B. Strang President and Chief Executive Ofﬁ cer FedEx SmartPost FEDEX FREIGHT SEGMENT FEDEX SERVICES SEGMENT William J. Logue President and Chief Executive Ofﬁ cer FedEx Freight Donald C. Brown Executive Vice President, Finance and Administration and Chief Financial Ofﬁ cer FedEx Freight Patrick L. Reed Executive Vice President and Chief Operating Ofﬁ cer FedEx Freight Virginia C. Albanese President and Chief Executive Ofﬁ cer FedEx Custom Critical Sherry A. Aaholm Executive Vice President, Information Technology FedEx Services Donald F. Colleran Executive Vice President, Global Sales FedEx Services Brian D. Philips President and Chief Executive Ofﬁ cer FedEx Ofﬁ ce Cary C. Pappas President and Chief Executive Ofﬁ cer FedEx Customer Information Services 75 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 27, 2010, 10:00 a.m. local time, FedEx Express World Headquarters, Auditorium, 3670 Hacks Cross Road, Building G, Memphis, Tennessee 38125. STOCK LISTING: FedEx Corporation’s common stock is listed on the New York Stock Exchange under the ticker symbol FDX. SHAREOWNERS: As of July 12, 2010, there were 14,926 share- owners of record. MARKET INFORMATION: Following are high and low sale prices and cash dividends paid, by quarter, for FedEx Corporation’s common stock in 2010 and 2009: FY 2010 High Low Dividend FY 2009 High Low Dividend First Quarter Second Quarter Third Quarter Fourth Quarter $ 70.27 49.76 0.11 $ 85.43 68.06 0.11 $ 92.59 75.17 0.11 $ 93.69 71.33 0.11 $ 96.65 53.90 0.11 $ 76.94 42.37 0.11 $ 97.75 78.29 0.11 $ 62.16 34.02 0.11 FINANCIAL INFORMATION: Copies of FedEx Corporation’s Annual Report on Form 10-K, other documents ﬁ led with the Securities and Exchange Commission (SEC) and other ﬁ nancial and statistical information are available through our Web site at fedex.com. Company documents ﬁ led 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. CUSTOMER SERVICE: Call 1-800-Go-FedEx or visit fedex.com. MEDIA INQUIRIES: Jess Bunn, Manager, Investor Relations, 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, satisﬁ ed 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, gender identity, age, disability, veteran status or, where applicable, marital status. For more detail on the information in this report, visit http://www.fedex.com/us/investorrelations INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: Ernst & Young LLP, Memphis, Tennessee Our latest Global Citizenship Report is available at http://csr.fedex.com The minimized environmental footprint of this report is the result of an extensive, collaborative effort between FedEx and EarthColor Inc. Environmental impact was a main consideration from the inception of the project. This book is printed on Forest Stewardship Council-certiﬁ ed, responsibly forested paper containing recycled post- consumer waste ﬁ ber. This book was produced with the highest regard for the planet and its ecosystems and was printed using 100 percent green renewable wind power along with sustainable manufacturing principles employed in the printing process. These practices include socially responsible procurement, lean manufacturing, green chemistry principles, the recycling of residual materials and inks and coatings with reduced volatile organic compounds. 76 Carbon reduction strategies have been used to minimize the carbon emissions. Our efforts net the following savings: 116 trees preserved for the future 37 million BTUs of energy conserved 5,720 kWh of electricity offset 10,992 pounds of greenhouse gas reduced 52,939 gallons of water waste eliminated 3,214 pounds of solid waste eliminated Sources: Estimates above were made using the Environmental Defense calculator 2.0 and the U.S. EPA’s power proﬁ ler. r e l l i M y r o g e r G y b 7 - 6 s e g a p n o s h p a r g o t o h P | . c n I l r o o C h t r a E 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 Fedex expreSS is the world’s largest express transportation company, providing time-certain delivery to more than 220 countries and territories. Fedex ground provides low-cost, small-package shipping to businesses and residences in the United States and Canada. Fedex Freight is the leading North American provider of fast-transit and economical less-than-truckload (LTL) freight services. Fedex ServiCeS supports our transportation units, while FedEx Office offers shipping and business services at nearly 2,000 retail locations in eight countries. Fedex CorporAtion 942 South Shady Grove Road Memphis, Tennessee 38120 fedex.com 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 1 0 Dear ShareownerS: You Ain’t Seen nothing Yet. the Future oF Fuel We call it “30 by 30” — our goal to get 30 percent of our jet fuel from alternative fuels by the year 2030. New advances bring that goal closer to reality every day, with jet fuel already being produced from algae (at left) and from plants such as jatropha and camelina. AnnuAl report 2010

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