10-Q 1 fdx-10q_20170831.htm 10-Q fdx-10q_20170831.htm

 

ff

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED August 31, 2017

OR

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

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission File Number: 1-15829

 

FEDEX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

62-1721435

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

942 South Shady Grove Road Memphis, Tennessee

38120

(Address of principal executive offices)

(ZIP Code)

 

(901) 818-7500

(Registrant’s telephone number, including area code)

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

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

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

 

Large accelerated filer

Accelerated filer             

Non-accelerated filer

Smaller reporting company 

Emerging growth company 

 

 

(Do not check if a smaller reporting company)

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐  No    ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock

 

Outstanding Shares at September 18, 2017

Common Stock, par value $0.10 per share

 

268,147,668

 

 

 

 

 


 

FEDEX CORPORATION

INDEX

 

 

 

PAGE

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

ITEM 1. Financial Statements

 

 

Condensed Consolidated Balance Sheets
August 31, 2017 and May 31, 2017

 

3

Condensed Consolidated Statements of Income
Three Months Ended August 31, 2017 and August 31, 2016

 

5

Condensed Consolidated Statements of Comprehensive Income
Three Months Ended August 31, 2017 and August 31, 2016

 

6

Condensed Consolidated Statements of Cash Flows
Three Months Ended August 31, 2017 and August 31, 2016

 

7

Notes to Condensed Consolidated Financial Statements

 

8

Report of Independent Registered Public Accounting Firm

 

22

ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

 

23

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 

45

ITEM 4. Controls and Procedures

 

45

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

ITEM 1. Legal Proceedings

 

46

ITEM 1A. Risk Factors

 

46

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

47

ITEM 6. Exhibits

 

48

Signature

 

49

Exhibit Index

 

E-1

 

 

 

Exhibit 10.1

 

 

Exhibit 10.2

 

 

Exhibit 10.3

 

 

Exhibit 10.4

 

 

Exhibit 10.5

 

 

Exhibit 10.6

 

 

Exhibit 10.7

 

 

Exhibit 10.8

 

 

Exhibit 10.9

 

 

Exhibit 10.10

 

 

Exhibit 12.1

 

 

Exhibit 15.1

 

 

Exhibit 31.1

 

 

Exhibit 31.2

 

 

Exhibit 32.1

 

 

Exhibit 32.2

 

 

Exhibit 101.1 Interactive Data Files

 

 

- 2 -


 

FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

 

 

 

August 31,

2017

(Unaudited)

 

 

May 31,

2017

 

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,503

 

 

$

3,969

 

Receivables, less allowances of $334 and $252

 

 

8,006

 

 

 

7,599

 

Spare parts, supplies and fuel, less allowances of $243 and $237

 

 

516

 

 

 

514

 

Prepaid expenses and other

 

 

697

 

 

 

546

 

Total current assets

 

 

12,722

 

 

 

12,628

 

PROPERTY AND EQUIPMENT, AT COST

 

 

51,540

 

 

 

50,626

 

Less accumulated depreciation and amortization

 

 

25,305

 

 

 

24,645

 

Net property and equipment

 

 

26,235

 

 

 

25,981

 

OTHER LONG-TERM ASSETS

 

 

 

 

 

 

 

 

Goodwill

 

 

7,382

 

 

 

7,154

 

Other assets

 

 

3,011

 

 

 

2,789

 

Total other long-term assets

 

 

10,393

 

 

 

9,943

 

 

 

$

49,350

 

 

$

48,552

 

 

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

- 3 -


 

FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

 

 

 

August 31,

2017

(Unaudited)

 

 

May 31,

2017

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

19

 

 

$

22

 

Accrued salaries and employee benefits

 

 

1,656

 

 

 

1,914

 

Accounts payable

 

 

2,938

 

 

 

2,752

 

Accrued expenses

 

 

3,177

 

 

 

3,230

 

Total current liabilities

 

 

7,790

 

 

 

7,918

 

LONG-TERM DEBT, LESS CURRENT PORTION

 

 

15,137

 

 

 

14,909

 

OTHER LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

2,730

 

 

 

2,485

 

Pension, postretirement healthcare and other benefit obligations

 

 

4,313

 

 

 

4,487

 

Self-insurance accruals

 

 

1,603

 

 

 

1,494

 

Deferred lease obligations

 

 

575

 

 

 

531

 

Deferred gains, principally related to aircraft transactions

 

 

126

 

 

 

137

 

Other liabilities

 

 

458

 

 

 

518

 

Total other long-term liabilities

 

 

9,805

 

 

 

9,652

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

COMMON STOCKHOLDERS’ INVESTMENT

 

 

 

 

 

 

 

 

Common stock, $0.10 par value; 800 million shares authorized; 318 million shares

   issued as of August 31, 2017 and May 31, 2017

 

 

32

 

 

 

32

 

Additional paid-in capital

 

 

3,030

 

 

 

3,005

 

Retained earnings

 

 

21,156

 

 

 

20,833

 

Accumulated other comprehensive loss

 

 

(325

)

 

 

(415

)

Treasury stock, at cost

 

 

(7,275

)

 

 

(7,382

)

Total common stockholders’ investment

 

 

16,618

 

 

 

16,073

 

 

 

$

49,350

 

 

$

48,552

 

 

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

- 4 -


 

FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

 

 

Three Months Ended

 

 

 

August 31,

 

 

 

2017

 

 

2016

 

REVENUES

 

$

15,297

 

 

$

14,663

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

5,518

 

 

 

5,311

 

Purchased transportation

 

 

3,445

 

 

 

3,240

 

Rentals and landing fees

 

 

818

 

 

 

790

 

Depreciation and amortization

 

 

751

 

 

 

739

 

Fuel

 

 

703

 

 

 

650

 

Maintenance and repairs

 

 

675

 

 

 

598

 

Other

 

 

2,270

 

 

 

2,071

 

 

 

 

14,180

 

 

 

13,399

 

OPERATING INCOME

 

 

1,117

 

 

 

1,264

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

Interest, net

 

 

(114

)

 

 

(113

)

Other, net

 

 

(21

)

 

 

(9

)

 

 

 

(135

)

 

 

(122

)

INCOME BEFORE INCOME TAXES

 

 

982

 

 

 

1,142

 

PROVISION FOR INCOME TAXES

 

 

386

 

 

 

427

 

NET INCOME

 

$

596

 

 

$

715

 

EARNINGS PER COMMON SHARE:

 

 

 

 

 

 

 

 

Basic

 

$

2.22

 

 

$

2.69

 

Diluted

 

$

2.19

 

 

$

2.65

 

DIVIDENDS DECLARED PER COMMON SHARE

 

$

1.00

 

 

$

0.80

 

 

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

- 5 -


 

FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(IN MILLIONS)

 

 

 

Three Months Ended

 

 

 

August 31,

 

 

 

2017

 

 

2016

 

NET INCOME

 

$

596

 

 

$

715

 

OTHER COMPREHENSIVE INCOME (LOSS):

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of tax benefit of $25 in 2017 and tax expense of $4 in 2016

 

 

109

 

 

 

12

 

Amortization of prior service credit, net of tax benefit of $11 in 2017 and $11 in 2016

 

 

(19

)

 

 

(19

)

 

 

 

90

 

 

 

(7

)

COMPREHENSIVE INCOME

 

$

686

 

 

$

708

 

 

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

- 6 -


 

FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN MILLIONS)

 

 

 

Three Months Ended

 

 

 

August 31,

 

 

 

2017

 

 

2016

 

Operating Activities:

 

 

 

 

 

 

 

 

Net income

 

$

596

 

 

$

715

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

751

 

 

 

739

 

Provision for uncollectible accounts

 

 

60

 

 

 

39

 

Stock-based compensation

 

 

62

 

 

 

57

 

Deferred income taxes and other noncash items

 

 

97

 

 

 

173

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Receivables

 

 

(271

)

 

 

20

 

Other assets

 

 

(142

)

 

 

(4

)

Accounts payable and other liabilities

 

 

(540

)

 

 

(753

)

Other, net

 

 

(23

)

 

 

(15

)

Cash provided by operating activities

 

 

590

 

 

 

971

 

Investing Activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(1,044

)

 

 

(1,215

)

Proceeds from asset dispositions and other

 

 

6

 

 

 

9

 

Cash used in investing activities

 

 

(1,038

)

 

 

(1,206

)

Financing Activities:

 

 

 

 

 

 

 

 

Principal payments on debt

 

 

(12

)

 

 

(12

)

Proceeds from stock issuances

 

 

150

 

 

 

40

 

Dividends paid

 

 

(134

)

 

 

(106

)

Purchase of treasury stock

 

 

(86

)

 

 

(222

)

Other, net

 

 

(6

)

 

 

(13

)

Cash used in financing activities

 

 

(88

)

 

 

(313

)

Effect of exchange rate changes on cash

 

 

70

 

 

 

3

 

Net decrease in cash and cash equivalents

 

 

(466

)

 

 

(545

)

Cash and cash equivalents at beginning of period

 

 

3,969

 

 

 

3,534

 

Cash and cash equivalents at end of period

 

$

3,503

 

 

$

2,989

 

 

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

- 7 -


 

FEDEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) General

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. These interim financial statements of FedEx Corporation (“FedEx”) have been prepared in accordance with accounting principles generally accepted in the United States and Securities and Exchange Commission (“SEC”) instructions for interim financial information, and should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2017 (“Annual Report”). Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in our Annual Report.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) necessary to present fairly our financial position as of August 31, 2017, the results of our operations and cash flows for the three-month periods ended August 31, 2017 and 2016. Operating results for the three-month period ended August 31, 2017 are not necessarily indicative of the results that may be expected for the year ending May 31, 2018.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2018 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of Federal Express Corporation (“FedEx Express”), who represent a small number of its total employees, are employed under a collective bargaining agreement that took effect on November 2, 2015. This collective bargaining agreement is scheduled to become amendable in November 2021, after a six-year term. In addition to our pilots at FedEx Express, FedEx Supply Chain Distribution System, Inc. (“FedEx Supply Chain”) has a small number of employees who are members of unions, and certain non-U.S. employees are unionized.

STOCK-BASED COMPENSATION. We have two types of equity-based compensation: stock options and restricted stock. The key terms of the stock option and restricted stock awards granted under our incentive stock plans and all financial disclosures about these programs are set forth in our Annual Report.

Our stock-based compensation expense was $62 million for the three-month period ended August 31, 2017 and $57 million for the three-month period ended August 31, 2016. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.

RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements. We believe the following new accounting guidance is relevant to the readers of our financial statements.

During the first quarter of 2018, we early adopted the Accounting Standard Update issued by the Financial Accounting Standards Board (“FASB”) related to Intra-Entity Transfers of Assets Other Than Inventory.  This update requires companies to recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs, as opposed to when the assets are ultimately sold to an outside party.  This new guidance had a minimal impact on our accounting and financial reporting for the first quarter of 2018.

On May 28, 2014, the FASB and International Accounting Standards Board issued a new accounting standard that will supersede virtually all existing revenue recognition guidance under generally accepted accounting principles in the United States. This standard will be effective for us beginning in fiscal 2019. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. We are continuing to assess the impact of this new standard on our consolidated financial statements and related disclosures, including ongoing contract reviews. We do not anticipate that the new guidance will have a material impact on our revenue recognition policies, practices or systems.

- 8 -


 

On February 25, 2016, the FASB issued a new lease accounting standard which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Expenses related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. Based on our lease portfolio, we currently anticipate recognizing a lease liability and related right-of-use asset on the balance sheet in excess of $13 billion with an immaterial impact on our income statement compared to the current lease accounting model. However, the ultimate impact of the standard will depend on the company’s lease portfolio as of the adoption date. We are currently in the process of evaluating our existing lease portfolios, including accumulating all of the necessary information required to properly account for the leases under the new standard. Additionally, we are implementing an enterprise-wide lease management system to assist in the accounting and are evaluating additional changes to our processes and internal controls to ensure we meet the standard’s reporting and disclosure requirements. These changes will be effective for our fiscal year beginning June 1, 2019 (fiscal 2020), with a modified retrospective adoption method to the beginning of 2018.

In March 2017, the FASB issued an Accounting Standards Update that changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. This standard will impact our operating income but will have no impact on our net income or earnings per share. For example, adoption of this guidance would have reduced operating income in the first quarter of 2018 by $146 million and by $112 million in the first quarter of 2017, but would not have impacted our net income in either period. This new guidance will be effective for our fiscal year beginning June 1, 2018 (fiscal 2019) and will be applied retrospectively.

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

During the first quarter of 2018, we repurchased 0.4 million shares of FedEx common stock at an average price of $207.92 per share for a total of $86 million. As of August 31, 2017, 15.6 million shares remained under the share repurchase authorization.

DIVIDENDS DECLARED PER COMMON SHARE. On August 18, 2017, our Board of Directors declared a quarterly dividend of $0.50 per share of common stock. The dividend will be paid on October 2, 2017 to stockholders of record as of the close of business on September 11, 2017. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis at the end of each fiscal year.

(2) Accumulated Other Comprehensive Income (Loss)

The following table provides changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, reported in our unaudited condensed consolidated financial statements for the three-month periods ended August 31 (in millions; amounts in parentheses indicate debits to AOCI):

 

 

 

2017

 

 

2016

 

 

Foreign currency translation loss:

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(685

)

 

$

(514

)

 

Translation adjustments

 

 

109

 

 

 

12

 

 

Balance at end of period

 

 

(576

)

 

 

(502

)

 

Retirement plans adjustments:

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

270

 

 

 

345

 

 

Reclassifications from AOCI

 

 

(19

)

 

 

(19

)

 

Balance at end of period

 

 

251

 

 

 

326

 

 

Accumulated other comprehensive (loss) at end of period

 

$

(325

)

 

$

(176

)

 

 

- 9 -


 

The following table presents details of the reclassifications from AOCI for the three-month periods ended August 31 (in millions; amounts in parentheses indicate debits to earnings):

 

 

 

Amount Reclassified from

AOCI

 

 

Affected Line Item in the

Income Statement

 

 

2017

 

 

2016

 

 

 

Amortization of retirement plans

   prior service credits, before tax

 

$

30

 

 

$

30

 

 

Salaries and employee benefits

Income tax benefit

 

 

(11

)

 

 

(11

)

 

Provision for income taxes

AOCI reclassifications, net of tax

 

$

19

 

 

$

19

 

 

Net income

 

(3) Financing Arrangements

We have a shelf registration statement with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.

We have a five-year $1.75 billion revolving credit facility that expires in November 2020. The facility, which includes a $500 million letter of credit sublimit, is available to finance our operations and other cash flow needs. The agreement contains a financial covenant, which requires us to maintain a ratio of debt to consolidated earnings (excluding non-cash pension mark-to-market adjustments and non-cash asset impairment charges) before interest, taxes, depreciation and amortization (“adjusted EBITDA”) of not more than 3.5 to 1.0, calculated as of the end of the applicable quarter on a rolling four-quarters basis. The ratio of our debt to adjusted EBITDA was 1.9 to 1.0 at August 31, 2017. We believe this covenant is the only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the financial covenant and all other covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As of August 31, 2017, no commercial paper was outstanding. However, we had a total of $317 million in letters of credit outstanding at August 31, 2017, with $183 million of the letter of credit sublimit unused under our revolving credit facility.

Long-term debt, exclusive of capital leases, had carrying values of $15.1 billion at August 31, 2017 and $14.9 billion at May 31, 2017, compared with estimated fair values of $15.9 billion at August 31, 2017 and $15.5 billion at May 31, 2017. The annualized weighted average interest rate on long-term debt was 3.6% for the three-months ended August 31, 2017. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the liability, either directly or indirectly.

(4) Computation of Earnings Per Share

The calculation of basic and diluted earnings per common share for the three-month periods ended August 31 was as follows (in millions, except per share amounts):

 

 

 

2017

 

 

2016

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

Net earnings allocable to common shares(1)

 

$

595

 

 

$

714

 

Weighted-average common shares

 

 

268

 

 

 

265

 

Basic earnings per common share

 

$

2.22

 

 

$

2.69

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

Net earnings allocable to common shares(1)

 

$

595

 

 

$

714

 

Weighted-average common shares

 

 

268

 

 

 

265

 

Dilutive effect of share-based awards

 

 

4

 

 

 

4

 

Weighted-average diluted shares

 

 

272

 

 

 

269

 

Diluted earnings per common share

 

$

2.19

 

 

$

2.65

 

Anti-dilutive options excluded from diluted earnings per

   common share

 

 

3.2

 

 

 

5.1

 

 

(1)

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

- 10 -


 

(5) Retirement Plans

We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans. Key terms of our retirement plans are provided in our Annual Report. Our retirement plans costs for the three-month periods ended August 31 were as follows (in millions):

 

 

 

2017

 

 

2016

 

Defined benefit pension plans

 

$

37

 

 

$

58

 

Defined contribution plans

 

 

127

 

 

 

119

 

Postretirement healthcare plans

 

 

19

 

 

 

19

 

 

 

$

183

 

 

$

196

 

 

Net periodic benefit cost of the pension and postretirement healthcare plans for the three-month periods ended August 31 included the following components (in millions):

 

 

 

U.S. Pension Plans

 

 

International Pension Plans

 

 

Postretirement Healthcare Plans

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

    Service cost

 

$

170

 

 

$

160

 

 

$

23

 

 

$

20

 

 

$

9

 

 

$

9

 

    Interest cost

 

 

279

 

 

 

282

 

 

 

12

 

 

 

11

 

 

 

10

 

 

 

10

 

    Expected return on plan assets

 

 

(406

)

 

 

(375

)

 

 

(11

)

 

 

(11

)

 

 

 

 

 

 

    Amortization of prior service credit and other

 

 

(30

)

 

 

(30

)

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

$

13

 

 

$

37

 

 

$

24

 

 

$

21

 

 

$

19

 

 

$

19

 

 

Contributions to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) for the three-month periods ended August 31 were as follows (in millions):

 

 

 

2017

 

 

2016

 

Required

 

$

 

 

$

 

Voluntary

 

 

250

 

 

 

250

 

 

 

$

250

 

 

$

250

 

 

In September 2017, we made $250 million in required contributions to our U.S. Pension Plans.

(6) Business Segment Information

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 FedEx Express, including TNT Express B.V. (“TNT Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), a leading 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.

- 11 -


 

Our reportable segments include the following businesses:

 

 

 

 

 

FedEx Express Segment

FedEx Express (express transportation)

 

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

 

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

 

 

 

 

FedEx Ground Segment

FedEx Ground (small-package ground delivery)

 

FedEx Supply Chain (third-party logistics)

 

 

 

 

FedEx Freight Segment

FedEx Freight (LTL freight transportation)

 

FedEx Custom Critical (time-critical transportation)

 

 

 

 

FedEx Services Segment

FedEx Services (sales, marketing, information technology, communications, customer service, technical support, billing and collection services and back-office functions)

 

FedEx Office (document and business services and package acceptance)

 

As discussed in our Annual Report, in the first quarter of 2018, we began to report TNT Express as part of the FedEx Express segment. Prior year amounts have been revised to conform to the current year presentation.

 

FedEx Services Segment

The FedEx Services segment operates combined sales, marketing, administrative and information technology functions that support our transportation businesses and allow us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis and reported in their natural expense line items. The FedEx Services segment includes: FedEx Services, which provides sales, marketing, information technology, communications, customer service, technical support, billing and collection services for U.S. customers of our major business units and certain back-office support to our other companies; and FedEx Office, which provides an array of document and business services and retail access to our customers for our package transportation businesses.

The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment (including the net operating results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segments.

Operating expenses for each of our transportation segments include the allocations from the FedEx Services segment to the respective transportation segments. These allocations also include charges and credits for administrative services provided between operating companies. 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. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.

Eliminations, Corporate and Other

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

Corporate and other includes corporate headquarters costs for executive officers and certain legal and financial functions, as well as certain other costs and credits not attributed to our core business. These costs are not allocated to the business segments.

- 12 -


 

The following table provides a reconciliation of reportable segment revenues and operating income to our unaudited condensed consolidated financial statement totals for the three-month periods ended August 31 (in millions):

 

 

 

2017

 

 

2016

 

Revenues

 

 

 

 

 

 

 

 

FedEx Express segment

 

$

8,652

 

 

$

8,460

 

FedEx Ground segment

 

 

4,639

 

 

 

4,290

 

FedEx Freight segment

 

 

1,752

 

 

 

1,658

 

FedEx Services segment

 

 

400

 

 

 

395

 

Eliminations and other

 

 

(146

)

 

 

(140

)

 

 

$

15,297

 

 

$

14,663

 

Operating Income

 

 

 

 

 

 

 

 

FedEx Express segment

 

$

433

 

 

$

610

 

FedEx Ground segment

 

 

626

 

 

 

610

 

FedEx Freight segment

 

 

176

 

 

 

135

 

Eliminations, corporate and other

 

 

(118

)

 

 

(91

)

 

 

$

1,117

 

 

$

1,264

 

 

(7) Commitments

As of August 31, 2017, our purchase commitments under various contracts for the remainder of 2018 and annually thereafter were as follows (in millions):

 

 

 

Aircraft and

Aircraft-Related

 

 

Other(1)

 

 

Total

 

2018 (remainder)

 

$

1,398

 

 

$

1,250

 

 

$

2,648

 

2019

 

 

1,713

 

 

 

636

 

 

 

2,349

 

2020

 

 

1,927

 

 

 

490

 

 

 

2,417

 

2021

 

 

1,335

 

 

 

376

 

 

 

1,711

 

2022

 

 

1,273

 

 

 

206

 

 

 

1,479

 

Thereafter

 

 

2,884

 

 

 

499

 

 

 

3,383

 

Total

 

$

10,530

 

 

$

3,457

 

 

$

13,987

 

 

(1)

Primarily equipment and advertising contracts.

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of August 31, 2017, our obligation to purchase four Boeing 767-300 Freighter (“B767F”) aircraft and six Boeing 777 Freighter (“B777F”) aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.

We had $860 million in deposits and progress payments as of August 31, 2017 on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the “Other assets” caption of our consolidated balance sheets. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of August 31, 2017 with the year of expected delivery:

 

 

 

B767F

 

 

B777F

 

 

Total

 

2018 (remainder)

 

 

11

 

 

 

4

 

 

 

15

 

2019

 

 

15

 

 

 

2

 

 

 

17

 

2020

 

 

16

 

 

 

3

 

 

 

19

 

2021

 

 

10

 

 

 

3

 

 

 

13

 

2022

 

 

10

 

 

 

4

 

 

 

14

 

Thereafter

 

 

6

 

 

 

-

 

 

 

6

 

Total

 

 

68

 

 

 

16

 

 

 

84

 

 

- 13 -


 

A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at August 31, 2017 is as follows (in millions):

 

 

 

Aircraft

and Related

Equipment

 

 

Facilities

and Other

 

 

Total

Operating

Leases

 

2018 (remainder)

 

$

362

 

 

$

1,616

 

 

$

1,978

 

2019

 

 

343

 

 

 

1,972

 

 

 

2,315

 

2020

 

 

261

 

 

 

1,755

 

 

 

2,016

 

2021

 

 

203

 

 

 

1,587

 

 

 

1,790

 

2022

 

 

185

 

 

 

1,431

 

 

 

1,616

 

Thereafter

 

 

175

 

 

 

8,651

 

 

 

8,826

 

Total

 

$

1,529

 

 

$

17,012

 

 

$

18,541

 

 

Future minimum lease payments under capital leases were immaterial at August 31, 2017. While certain of our lease agreements contain covenants governing the use of the leased assets or require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.

(8) Contingencies

 

Independent Contractor — Lawsuits and Administrative Proceedings. FedEx Ground is involved in lawsuits and administrative proceedings claiming that owner-operators engaged under a contractor model no longer in use should have been treated as employees of FedEx Ground, rather than independent contractors.

 

Most of the independent contractor class-action lawsuits were consolidated for certain proceedings before a single federal court, the U.S. District Court for the Northern District of Indiana. This multidistrict litigation court granted class certification in 28 cases, and after granting summary judgment in FedEx Ground’s favor on some (but not all) of the claims, remanded eight certified class actions back to the district courts where they were originally filed, leaving 20 cases to be administered by the multidistrict litigation court. Settlements in these 20 cases were reached during 2016 and 2017, and by the end of the first quarter of 2018, the multidistrict litigation court granted final approval of all 20 settlements.

 

Of the eight cases that were remanded to the district courts, seven of these matters settled for immaterial amounts and have received court approval. The remaining case that was remanded to California was appealed to the Ninth Circuit Court of Appeals, which granted summary judgment in favor of the plaintiffs. In June 2015, the parties in this case reached an agreement to settle the matter for $228 million. The court entered final judgment in June 2016, and two objectors to the settlement filed appeals with the Ninth Circuit. One objector has settled with plaintiffs’ counsel, and the court has indicated that it will schedule argument on the second objector’s appeal during the second quarter of 2018. The settlement is not effective until all appeals have been resolved without affecting the court’s approval of the settlement.

 

In addition, we are defending contractor-model cases that were not part of the multidistrict litigation, and we are defending joint-employer cases where it is alleged that FedEx Ground should be treated as an employer of the drivers employed by owner-operators engaged by FedEx Ground. These cases are in varying stages of litigation, and we are not currently able to estimate an amount or range of potential loss in all of these matters. However, we do not expect to incur, individually or in the aggregate, a material loss in these matters. Nevertheless, adverse determinations in matters related to owner-operators engaged by FedEx Ground could, among other things, entitle certain owner-operators to the reimbursement of certain expenses, and their drivers to the benefit of wage-and-hour laws, and result in employment and withholding tax and benefit liability for FedEx Ground. We believe that owner-operators engaged by FedEx Ground are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers employed by these owner-operators.

 

City and State of New York Cigarette Suit. The City of New York and the State of New York filed two related lawsuits against FedEx Ground in December 2013 and November 2014 arising from FedEx Ground’s alleged shipments of cigarettes to New York residents in contravention of several statutes, including the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and New York’s Public Health Law, as well as common law nuisance claims. In April 2016, the two lawsuits were consolidated and will now proceed as one lawsuit. The first-filed lawsuit alleges that FedEx Ground provided delivery services on behalf of four shippers, and the second-filed lawsuit alleges that FedEx Ground provided delivery services on behalf of six additional shippers; none of these shippers continue to ship in our network. Following motions to dismiss filed in both lawsuits, some of the claims were dismissed entirely or limited. In the first-filed lawsuit, the New York Public Health Law and common law nuisance claims were dismissed and the plaintiffs voluntarily dismissed another claim. In the second-filed lawsuit, the common law nuisance claim was dismissed entirely and the New

- 14 -


 

York Public Health Law claim has been limited to claims arising after September 27, 2013, when an amendment to that law provided enforcement authority to the City of New York and State of New York. Other claims, including the RICO claims, remain in both lawsuits. The likelihood of loss is reasonably possible, but the amount or range of loss, if any, cannot be estimated at this stage of the litigation, and we expect the amount of any loss to be immaterial.

 

On July 10, 2017, the City of New York and the State of New York filed a third lawsuit against FedEx Ground and included FedEx Freight as a co-defendant. This new case identifies no shippers or shipments, but generally alleges violations of the same laws that are the subject of the other two lawsuits. The amount or range of loss, if any, cannot be estimated at this stage of the lawsuit.

 

Environmental Matters. SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that management reasonably believes could exceed $100,000.

 

On September 9, 2016, FedEx Supply Chain received a written offer from several District Attorneys’ Offices in California to settle a civil action that the District Attorneys intend to file against FedEx Supply Chain for alleged violations of the state’s hazardous waste regulations. Specifically, the District Attorneys’ Offices allege FedEx Supply Chain unlawfully disposed of hazardous waste at one of its California facilities and caused the illegal transportation and disposal of hazardous waste from the retail stores of a FedEx Supply Chain customer at this same facility. The District Attorneys allege these violations began in 2006 and continued until the facility closed in the spring of 2015. We believe an immaterial loss in this matter is probable, and we will pursue all available remedies against the sellers of GENCO to recover any losses in this matter.

 

Other Matters. During the third quarter of 2017, FedEx Trade Networks informed U.S. Customs and Border Protection (“CBP”) that in connection with certain customs entries it may have made improper claims for (i) reduced-duty treatment and (ii) duty-free treatment. In the fourth quarter of 2017 we established accruals totaling $39.3 million for the then-current estimated probable loss for these matters. In the first quarter of 2018, FedEx Trade Networks tendered payments to CBP in these matters totaling $46.5 million, and an additional expense of $7.2 million was recognized. CBP acknowledged receipt of the amounts tendered in these matters, and we are awaiting a response indicating whether these matters are fully resolved.

 

FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of business, including certain lawsuits containing various class-action allegations of wage-and-hour violations in which plaintiffs claim, among other things, that they were forced to work “off the clock,” were not paid overtime or were not provided work breaks or other benefits. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not have a material adverse effect on our financial position, results of operations or cash flows. 

(9) Supplemental Cash Flow Information

Cash paid for interest expense and income taxes for the three-month periods ended August 31 was as follows (in millions):

 

 

 

2017

 

 

2016

 

Cash payments for:

 

 

 

 

 

 

 

 

Interest (net of capitalized interest)

 

$

153

 

 

$

143

 

Income taxes

 

$

96

 

 

$

80

 

Income tax refunds received

 

 

(10

)

 

 

(8

)

Cash tax payments, net

 

$

86

 

 

$

72

 

 

(10) Condensed Consolidating Financial Statements

We are required to present condensed consolidating financial information in order for the subsidiary guarantors of our public debt to continue to be exempt from reporting under the Securities Exchange Act of 1934, as amended.

The guarantor subsidiaries, which are 100% owned by FedEx, guarantee $15.0 billion of our debt. The guarantees are full and unconditional and joint and several. Our guarantor subsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the “Guarantor Subsidiaries” and “Non-guarantor Subsidiaries” columns each include portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting.

- 15 -


 

Condensed consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions):

CONDENSED CONSOLIDATING BALANCE SHEETS

(UNAUDITED)

August 31, 2017

 

 

 

 

 

 

 

Guarantor

 

 

Non-guarantor

 

 

 

 

 

 

 

 

 

 

 

Parent

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,681

 

 

$

343

 

 

$

1,519

 

 

$

(40

)

 

$

3,503

 

Receivables, less allowances

 

 

2

 

 

 

4,852

 

 

 

3,241

 

 

 

(89

)

 

 

8,006

 

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

   less allowances

 

 

41

 

 

 

931

 

 

 

241

 

 

 

 

 

 

1,213

 

Total current assets

 

 

1,724

 

 

 

6,126

 

 

 

5,001

 

 

 

(129

)

 

 

12,722

 

PROPERTY AND EQUIPMENT, AT COST

 

 

22

 

 

 

47,939

 

 

 

3,579

 

 

 

 

 

 

51,540

 

Less accumulated depreciation and amortization

 

 

18

 

 

 

23,761

 

 

 

1,526

 

 

 

 

 

 

25,305

 

Net property and equipment

 

 

4

 

 

 

24,178

 

 

 

2,053

 

 

 

 

 

 

26,235

 

INTERCOMPANY RECEIVABLE

 

 

1,578

 

 

 

2,744

 

 

 

 

 

 

(4,322

)

 

 

 

GOODWILL

 

 

 

 

 

1,570

 

 

 

5,812

 

 

 

 

 

 

7,382

 

INVESTMENT IN SUBSIDIARIES

 

 

28,433

 

 

 

2,672

 

 

 

 

 

 

(31,105

)

 

 

 

OTHER ASSETS

 

 

3,492

 

 

 

1,403

 

 

 

1,308

 

 

 

(3,192

)

 

 

3,011

 

 

 

$

35,231

 

 

$

38,693

 

 

$

14,174

 

 

$

(38,748

)

 

$

49,350

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

 

 

$

6

 

 

$

13

 

 

$