filings.toolsCover and table of contents
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Cover and table of contents
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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 February 28, 2023
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) |
Registrant’s telephone number, including area code: (901) 818-7500
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.10 per share | FDX | New York Stock Exchange | ||
| 0.450% Notes due 2025 | FDX 25A | New York Stock Exchange | ||
| 1.625% Notes due 2027 | FDX 27 | New York Stock Exchange | ||
| 0.450% Notes due 2029 | FDX 29A | New York Stock Exchange | ||
| 1.300% Notes due 2031 | FDX 31 | New York Stock Exchange | ||
| 0.950% Notes due 2033 | FDX 33 | New York Stock Exchange |
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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐ |
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 March 14, 2023 | |
| Common Stock, par value $0.10 per share | 251,351,937 |
FEDEX CORPORATION
INDEX
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FEDEX CORPORATION
CONDENSED CONSOLIDA****TED BALANCE SHEETS
(IN MILLIONS)
| February 28, 2023 (Unaudited) | May 31, 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 5,373 | $ | 6,897 | ||||
| Receivables, less allowances of $784 and $692 | 10,721 | 11,863 | ||||||
| Spare parts, supplies, and fuel, less allowances of $275 and $360 | 631 | 637 | ||||||
| Prepaid expenses and other | 1,219 | 968 | ||||||
| Total current assets | 17,944 | 20,365 | ||||||
| PROPERTY AND EQUIPMENT, AT COST | 79,335 | 75,275 | ||||||
| Less accumulated depreciation and amortization | 39,486 | 37,184 | ||||||
| Net property and equipment | 39,849 | 38,091 | ||||||
| OTHER LONG-TERM ASSETS | ||||||||
| Operating lease right-of-use assets, net | 17,410 | 16,613 | ||||||
| Goodwill | 6,455 | 6,544 | ||||||
| Other assets | 4,117 | 4,381 | ||||||
| Total other long-term assets | 27,982 | 27,538 | ||||||
| $ | 85,775 | $ | 85,994 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FEDEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
| February 28, 2023 (Unaudited) | May 31, 2022 | |||||||
| LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Current portion of long-term debt | $ | 147 | $ | 82 | ||||
| Accrued salaries and employee benefits | 2,266 | 2,531 | ||||||
| Accounts payable | 3,987 | 4,030 | ||||||
| Operating lease liabilities | 2,446 | 2,443 | ||||||
| Accrued expenses | 4,734 | 5,188 | ||||||
| Total current liabilities | 13,580 | 14,274 | ||||||
| LONG-TERM DEBT, LESS CURRENT PORTION | 20,122 | 20,182 | ||||||
| OTHER LONG-TERM LIABILITIES | ||||||||
| Deferred income taxes | 4,313 | 4,093 | ||||||
| Pension, postretirement healthcare, and other benefit obligations | 3,779 | 4,448 | ||||||
| Self-insurance accruals | 3,201 | 2,889 | ||||||
| Operating lease liabilities | 15,373 | 14,487 | ||||||
| Other liabilities | 674 | 682 | ||||||
| Total other long-term liabilities | 27,340 | 26,599 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| COMMON STOCKHOLDERS’ INVESTMENT | ||||||||
| Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of February 28, 2023 and May 31, 2022 | 32 | 32 | ||||||
| Additional paid-in capital | 3,735 | 3,712 | ||||||
| Retained earnings | 34,040 | 32,782 | ||||||
| Accumulated other comprehensive loss | (1,308 | ) | (1,103 | ) | ||||
| Treasury stock, at cost | (11,766 | ) | (10,484 | ) | ||||
| Total common stockholders’ investment | 24,733 | 24,939 | ||||||
| $ | 85,775 | $ | 85,994 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FEDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
| Three Months Ended February 28, | Nine Months Ended February 28, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| REVENUE | $ | 22,169 | $ | 23,641 | $ | 68,225 | $ | 69,118 | ||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Salaries and employee benefits | 7,817 | 8,244 | 23,468 | 24,155 | ||||||||||||
| Purchased transportation | 5,402 | 6,272 | 16,834 | 18,172 | ||||||||||||
| Rentals and landing fees | 1,205 | 1,225 | 3,559 | 3,535 | ||||||||||||
| Depreciation and amortization | 1,031 | 986 | 3,101 | 2,952 | ||||||||||||
| Fuel | 1,350 | 1,201 | 4,765 | 3,355 | ||||||||||||
| Maintenance and repairs | 789 | 822 | 2,575 | 2,530 | ||||||||||||
| Business optimization and realignment costs | 123 | 107 | 197 | 218 | ||||||||||||
| Other | 3,410 | 3,458 | 10,317 | 9,880 | ||||||||||||
| 21,127 | 22,315 | 64,816 | 64,797 | |||||||||||||
| OPERATING INCOME | 1,042 | 1,326 | 3,409 | 4,321 | ||||||||||||
| OTHER (EXPENSE) INCOME: | ||||||||||||||||
| Interest, net | (122 | ) | (163 | ) | (391 | ) | (478 | ) | ||||||||
| Other retirement plans, net | 102 | 211 | 304 | 380 | ||||||||||||
| Other, net | — | 1 | (87 | ) | (11 | ) | ||||||||||
| (20 | ) | 49 | (174 | ) | (109 | ) | ||||||||||
| INCOME BEFORE INCOME TAXES | 1,022 | 1,375 | 3,235 | 4,212 | ||||||||||||
| PROVISION FOR INCOME TAXES | 251 | 263 | 801 | 944 | ||||||||||||
| NET INCOME | $ | 771 | $ | 1,112 | $ | 2,434 | $ | 3,268 | ||||||||
| EARNINGS PER COMMON SHARE: | ||||||||||||||||
| Basic | $ | 3.07 | $ | 4.26 | $ | 9.52 | $ | 12.36 | ||||||||
| Diluted | $ | 3.05 | $ | 4.20 | $ | 9.46 | $ | 12.17 | ||||||||
| DIVIDENDS DECLARED PER COMMON SHARE | $ | 1.15 | $ | 0.75 | $ | 4.60 | $ | 3.00 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FEDEX CORPORATION
CONDENSED CONSOLIDATED STATEM****ENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(IN MILLIONS)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| February 28, | February 28, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| NET INCOME | $ | 771 | $ | 1,112 | $ | 2,434 | $ | 3,268 | ||||||||
| OTHER COMPREHENSIVE INCOME (LOSS): | ||||||||||||||||
| Foreign currency translation adjustments, net of tax (expense)/benefit of ($5) and $22 in 2023 and ($3) and $1 in 2022 | 80 | 91 | (199 | ) | (150 | ) | ||||||||||
| Amortization of prior service credit, net of tax benefit of $0 and $1 in 2023 and $1 and $2 in 2022 | (3 | ) | (1 | ) | (6 | ) | (5 | ) | ||||||||
| 77 | 90 | (205 | ) | (155 | ) | |||||||||||
| COMPREHENSIVE INCOME | $ | 848 | $ | 1,202 | $ | 2,229 | $ | 3,113 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FEDEX CORPORATION
CONDENSED CONSOLIDATED S****TATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
| Nine Months Ended February 28, | ||||||||
| 2023 | 2022 | |||||||
| Operating Activities: | ||||||||
| Net income | $ | 2,434 | $ | 3,268 | ||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
| Depreciation and amortization | 3,101 | 2,952 | ||||||
| Provision for uncollectible accounts | 536 | 327 | ||||||
| Stock-based compensation | 142 | 151 | ||||||
| Retirement plans mark-to-market adjustments | — | 260 | ||||||
| Other noncash items including leases and deferred income taxes | 2,425 | 2,498 | ||||||
| Business optimization and realignment costs/(payments), net | 20 | 128 | ||||||
| Changes in assets and liabilities: | ||||||||
| Receivables | 373 | (66 | ) | |||||
| Other assets | (110 | ) | (235 | ) | ||||
| Accounts payable and other liabilities | (3,534 | ) | (2,892 | ) | ||||
| Other, net | 14 | (61 | ) | |||||
| Cash provided by operating activities | 5,401 | 6,330 | ||||||
| Investing Activities: | ||||||||
| Capital expenditures | (4,420 | ) | (4,379 | ) | ||||
| Purchase of investments | (82 | ) | (145 | ) | ||||
| Proceeds from asset dispositions and other | 72 | 71 | ||||||
| Cash used in investing activities | (4,430 | ) | (4,453 | ) | ||||
| Financing Activities: | ||||||||
| Principal payments on debt | (123 | ) | (113 | ) | ||||
| Proceeds from stock issuances | 114 | 151 | ||||||
| Dividends paid | (888 | ) | (598 | ) | ||||
| Purchase of treasury stock | (1,500 | ) | (2,248 | ) | ||||
| Other, net | 1 | — | ||||||
| Cash used in financing activities | (2,396 | ) | (2,808 | ) | ||||
| Effect of exchange rate changes on cash | (99 | ) | (91 | ) | ||||
| Net decrease in cash and cash equivalents | (1,524 | ) | (1,022 | ) | ||||
| Cash and cash equivalents at beginning of period | 6,897 | 7,087 | ||||||
| Cash and cash equivalents at end of period | $ | 5,373 | $ | 6,065 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FEDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHA****NGES IN COMMON STOCKHOLDERS’ INVESTMENT
(UNAUDITED)
(IN MILLIONS, EXCEPT SHARE DATA)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| February 28, | February 28, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Common Stock | ||||||||||||||||
| Beginning Balance | $ | 32 | $ | 32 | $ | 32 | $ | 32 | ||||||||
| Ending Balance | 32 | 32 | 32 | 32 | ||||||||||||
| Additional Paid-in Capital | ||||||||||||||||
| Beginning Balance | 3,487 | 3,653 | 3,712 | 3,481 | ||||||||||||
| Purchase of treasury stock | 218 | (9 | ) | (82 | ) | (9 | ) | |||||||||
| Employee incentive plans and other | 30 | 42 | 105 | 214 | ||||||||||||
| Ending Balance | 3,735 | 3,686 | 3,735 | 3,686 | ||||||||||||
| Retained Earnings | ||||||||||||||||
| Beginning Balance | 33,557 | 31,307 | 32,782 | 29,817 | ||||||||||||
| Net Income | 771 | 1,112 | 2,434 | 3,268 | ||||||||||||
| Cash dividends declared ($1.15, $0.75, $4.60, and $3.00 per share) | (288 | ) | (194 | ) | (1,176 | ) | (792 | ) | ||||||||
| Employee incentive plans and other | — | — | — | (68 | ) | |||||||||||
| Ending Balance | 34,040 | 32,225 | 34,040 | 32,225 | ||||||||||||
| Accumulated Other Comprehensive Loss | ||||||||||||||||
| Beginning Balance | (1,385 | ) | (977 | ) | (1,103 | ) | (732 | ) | ||||||||
| Other comprehensive income/(loss), net of tax (expense)/benefit of ($5), ($2), $23, and $3 | 77 | 90 | (205 | ) | (155 | ) | ||||||||||
| Ending Balance | (1,308 | ) | (887 | ) | (1,308 | ) | (887 | ) | ||||||||
| Treasury Stock | ||||||||||||||||
| Beginning Balance | (11,576 | ) | (9,075 | ) | (10,484 | ) | (8,430 | ) | ||||||||
| Purchase of treasury stock (1.3, 6.1, 9.2, and 8.9 million shares) | (218 | ) | (1,491 | ) | (1,418 | ) | (2,239 | ) | ||||||||
| Employee incentive plans and other (0.2, 0.3, 1.0, and 1.1 million shares) | 28 | 36 | 136 | 139 | ||||||||||||
| Ending Balance | (11,766 | ) | (10,530 | ) | (11,766 | ) | (10,530 | ) | ||||||||
| Total Common Stockholders’ Investment Balance | $ | 24,733 | $ | 24,526 | $ | 24,733 | $ | 24,526 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FEDEX CORPORATION
NOTES TO CONDENSED CONSOLI****DATED 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, 2022 (“Annual Report”). 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 February 28, 2023, and the results of our operations for the three- and nine-month periods ended February 28, 2023 and 2022, cash flows for the nine-month periods ended February 28, 2023 and 2022, and changes in common stockholders’ investment for the three- and nine-month periods ended February 28, 2023 and 2022. Operating results for the three- and nine-month periods ended February 28, 2023 are not necessarily indicative of the results that may be expected for the year ending May 31, 2023.
Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2023 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.
REVENUE RECOGNITION.
Contract Assets and Liabilities
Contract assets include billed and unbilled amounts resulting from in-transit shipments, as we have an unconditional right to payment only once all performance obligations have been completed (e.g., packages have been delivered). Contract assets are generally classified as current, and the full balance is converted each quarter based on the short-term nature of the transactions. Our contract liabilities consist of advance payments and billings in excess of revenue. The full balance of deferred revenue is converted each quarter based on the short-term nature of the transactions.
Gross contract assets related to in-transit shipments totaled $737 million and $861 million at February 28, 2023 and May 31, 2022, respectively. Contract assets net of deferred unearned revenue were $527 million and $623 million at February 28, 2023 and May 31, 2022, respectively. Contract assets are included within current assets in the accompanying unaudited condensed consolidated balance sheets. Contract liabilities related to advance payments from customers were $15 million and $8 million at February 28, 2023 and May 31, 2022, respectively. Contract liabilities are included within current liabilities in the accompanying unaudited condensed consolidated balance sheets.
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Disaggregation of Revenue
The following table provides revenue by service type (in millions) for the periods ended February 28. This presentation is consistent with how we organize our segments internally for making operating decisions and measuring performance.
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| REVENUE BY SERVICE TYPE | ||||||||||||||||
| FedEx Express segment: | ||||||||||||||||
| Package: | ||||||||||||||||
| U.S. overnight box | $ | 2,165 | $ | 2,275 | $ | 6,718 | $ | 6,694 | ||||||||
| U.S. overnight envelope | 478 | 479 | 1,477 | 1,435 | ||||||||||||
| U.S. deferred | 1,346 | 1,422 | 3,886 | 3,960 | ||||||||||||
| Total U.S. domestic package revenue | 3,989 | 4,176 | 12,081 | 12,089 | ||||||||||||
| International priority | 2,566 | 2,991 | 8,286 | 8,937 | ||||||||||||
| International economy | 698 | 697 | 2,116 | 2,072 | ||||||||||||
| Total international export package revenue | 3,264 | 3,688 | 10,402 | 11,009 | ||||||||||||
| International domestic(1) | 1,003 | 1,016 | 3,013 | 3,277 | ||||||||||||
| Total package revenue | 8,256 | 8,880 | 25,496 | 26,375 | ||||||||||||
| Freight: | ||||||||||||||||
| U.S. | 719 | 712 | 2,299 | 2,262 | ||||||||||||
| International priority | 687 | 948 | 2,387 | 2,815 | ||||||||||||
| International economy | 358 | 378 | 1,123 | 1,230 | ||||||||||||
| International airfreight | 47 | 40 | 126 | 134 | ||||||||||||
| Total freight revenue | 1,811 | 2,078 | 5,935 | 6,441 | ||||||||||||
| Other | 278 | 346 | 905 | 1,059 | ||||||||||||
| Total FedEx Express segment | 10,345 | 11,304 | 32,336 | 33,875 | ||||||||||||
| FedEx Ground segment | 8,658 | 8,800 | 25,211 | 24,741 | ||||||||||||
| FedEx Freight segment | 2,186 | 2,253 | 7,363 | 6,776 | ||||||||||||
| FedEx Services segment | 87 | 65 | 225 | 177 | ||||||||||||
| Other and eliminations(2) | 893 | 1,219 | 3,090 | 3,549 | ||||||||||||
| $ | 22,169 | $ | 23,641 | $ | 68,225 | $ | 69,118 |
(1)
International domestic revenue relates to our international intra-country operations.
(2)
Includes the FedEx Office and Print Services, Inc. (“FedEx Office”), FedEx Logistics, Inc. (“FedEx Logistics”), and FedEx Dataworks, Inc. (“FedEx Dataworks”) operating segments.
EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of Federal Express Corporation (“FedEx Express”), who are a small number of its total employees, are employed under a collective bargaining agreement that took effect on November 2, 2015, and became amendable in November 2021. Bargaining for a successor agreement began in May 2021 and continues. In November 2022, the National Mediation Board (“NMB”) began actively mediating the negotiations. The NMB is the U.S. governmental agency that oversees labor agreements for entities covered by the Railway Labor Act of 1926, as amended. The conduct of mediated negotiations has no impact on our operations. A small number of our other employees are members of unions.
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 outstanding incentive stock plans and all financial disclosures about these programs are set forth in our Annual Report.
Our stock-based compensation expense was $34 million for the three-month period ended February 28, 2023 and $142 million for the nine-month period ended February 28, 2023. Our stock-based compensation expense was $39 million for the three-month period ended February 28, 2022 and $151 million for the nine-month period ended February 28, 2022. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.
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BUSINESS OPTIMIZATION AND REALIGNMENT COSTS. In the first quarter of 2023, FedEx announced DRIVE, a comprehensive program to improve the company’s long-term profitability. This program includes a business optimization plan to drive efficiency among our transportation segments and lower our overhead and support costs. At FedEx Express, we plan to reconfigure the air network, optimize sorts and surface linehaul, drive efficiencies in Europe, and harmonize the global clearance process. At FedEx Ground Package System, Inc. (“FedEx Ground”), we are transforming our pickup-and-delivery, package sortation, and transportation operations through enhanced planning tools, advanced data analytics, and increased focus on investment returns in order to drive efficiency improvements. Additionally, we plan to transform our back-office operations through automation, modernizing our infrastructure, and further consolidating the shared-services functions, resulting in procurement and other cost savings from shared and allocated overhead expenses. The DRIVE program will also facilitate the achievement of Network 2.0, a plan to consolidate sortation facilities and equipment, reduce pickup-and-delivery routes, and optimize our enterprise linehaul networks by moving beyond discrete collaboration to an end-to-end optimized network.
We incurred costs associated with our business optimization activities of $120 million ($92 million, net of tax, or $0.36 per diluted share) in the third quarter and $180 million ($138 million, net of tax, or $0.53 per diluted share) in the nine months of 2023. These costs were primarily related to consulting services, severance and related costs associated with organizational changes announced in the third quarter of 2023, and idling our operations in Russia. These business optimization costs are included in Corporate, other, and eliminations and FedEx Express.
In 2021, FedEx Express announced a workforce reduction plan in Europe related to the network integration of TNT Express. The plan affected approximately 5,000 employees in Europe across operational teams and back-office functions and is substantially complete as of February 28, 2023.
We incurred costs associated with our business realignment activities of $3 million ($2 million, net of tax, or $0.01 per diluted share) in the third quarter and $17 million ($13 million, net of tax, or $0.05 per diluted share) in the nine months of 2023. We incurred costs associated with our business realignment activities of $107 million ($82 million, net of tax, or $0.31 per diluted share) in the third quarter and $218 million ($168 million, net of tax, or $0.63 per diluted share) in the nine months of 2022. These costs are related to certain employee severance arrangements. Payments under this program totaled approximately $18 million in the third quarter and $102 million in the nine months of 2023. We expect the pre-tax cost of our business realignment activities to be approximately $415 million through 2023.
For additional information about the business optimization and realignment costs, see the section titled “Business Optimization and Realignment Costs” included in Item 2 of this Form 10-Q (“Management’s Discussion and Analysis of Results of Operations and Financial Condition”).
DERIVATIVE FINANCIAL INSTRUMENTS. Our risk management strategy includes the select use of derivative instruments to reduce the effects of volatility in foreign currency exchange exposure on operating results and cash flows. In accordance with our risk management policies, we do not hold or issue derivative instruments for trading or speculative purposes. All derivative instruments are recognized in the financial statements at fair value, regardless of the purpose or intent for holding them.
When we become a party to a derivative instrument and intend to apply hedge accounting, we formally document the hedge relationship and the risk management objective for undertaking the hedge, which includes designating the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge.
If a derivative is designated as a cash flow hedge, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in other comprehensive income. For net investment hedges, the entire change in the fair value is recorded in other comprehensive income. Any portion of a change in the fair value of a derivative that is considered to be ineffective, along with the change in fair value of any derivatives not designated in a hedging relationship, is immediately recognized in the income statement. We do not have any derivatives designated as a cash flow hedge for any period presented. As of February 28, 2023, we had €136 million of debt designated as a net investment hedge to reduce the volatility of the U.S. dollar value of a portion of our net investment in a euro-denominated consolidated subsidiary. As of February 28, 2023, the hedge remains effective.
RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly affect 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.
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New Accounting Standards and Accounting Standards Not Yet Adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), and in December 2022 subsequently issued ASU 2022-06, to temporarily ease the potential burden in accounting for reference rate reform. The standard provides optional expedients and exceptions for applying accounting principles generally accepted in the United States to existing contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate to be discontinued because of reference rate reform. The guidance was effective upon issuance and can generally be applied through December 31, 2024. While there has been no material effect to our financial condition, results of operations, or cash flows from reference rate reform as of February 28, 2023, we continue to monitor our contracts and transactions for potential application of this ASU.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The adoption of this standard did not have a material effect on our consolidated financial statements and related disclosures.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. Our historical accounting is consistent with these clarifications. We early adopted this standard effective September 1, 2022. The adoption of this standard did not have an effect on our consolidated financial statements and related disclosures.
In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations, which requires a buyer in a supplier finance program (e.g., reverse factoring) to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The changes will be effective June 1, 2023 (fiscal 2024). We are assessing the effect of this new standard on our consolidated financial statements.
EQUITY INVESTMENTS. Equity investments in private companies for which we do not have the ability to exercise significant influence are accounted for at cost, with adjustments for observable changes in prices or impairments, and are classified as “Other assets” on our consolidated balance sheets with adjustments recognized in “Other (expense) income, net” on our consolidated statements of income. Each reporting period, we perform a qualitative assessment to evaluate whether the investment is impaired. Our assessment includes a review of available recent operating results and trends, recent sales/acquisitions of the investee securities, and other publicly available data. If the investment is impaired, we write it down to its estimated fair value.
Equity investments that have readily determinable fair values, including investments for which we have elected the fair value option, are included in “Other assets” on our consolidated balance sheets and measured at fair value with changes recognized in “Other (expense) income, net” on our consolidated statements of income.
As of February 28, 2023, these investments were not material to our financial position or results of operations.
TREASURY SHARES. In December 2021, our Board of Directors authorized a new stock repurchase program of up to $5 billion of FedEx common stock. As part of the repurchase program, we entered into an accelerated share repurchase (“ASR”) agreement with a bank in October 2022 to repurchase an aggregate of $1.5 billion of our common stock.
During the third quarter of 2023, the ASR transaction was completed, and 1.3 million shares were delivered under the ASR agreement. The final number of shares delivered upon settlement of the ASR agreement was determined based on a discount to the volume-weighted average price of our stock during the term of the transaction. The repurchased shares were accounted for as a reduction to common stockholders’ investment in the accompanying consolidated balance sheet and resulted in a reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The 1.3 million shares delivered under the ASR agreement were the only shares of FedEx common stock we repurchased during the third quarter of 2023.
During the nine months ended February 28, 2023, we repurchased 9.2 million shares of FedEx common stock at an average price of $163.39 per share for a total of $1.5 billion. As of February 28, 2023, approximately $2.6 billion remained available to use for repurchases under the program.
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Shares under the 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 limits were set for the completion of the program, and the program may be suspended or discontinued at any time.
DIVIDENDS DECLARED PER COMMON SHARE. On February 17, 2023, our Board of Directors declared a quarterly dividend of $1.15 per share of common stock. The dividend will be paid on April 3, 2023 to stockholders of record as of the close of business on March 13, 2023. 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. There are no material restrictions on our ability to declare dividends, nor are there any material restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans, or advances.
(2) Credit Losses
We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by conducting a credit review, which considers the customer’s established credit rating and our assessment of creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss rates based on historical write-offs by geography and recent forecasted information, including underlying economic expectations. We update our estimate of credit loss reserves quarterly, considering recent write-offs, collections information, and underlying economic expectations.
Credit losses were $111 million for the three-month period ended February 28, 2023 and $536 million for the nine-month period ended February 28, 2023. Credit losses were $116 million for the three-month period ended February 28, 2022 and $327 million for the nine-month period ended February 28, 2022. Our allowance for credit losses was $452 million at February 28, 2023 and $340 million at May 31, 2022.
(3) Accumulated Other Comprehensive Loss
The following table provides changes in accumulated other comprehensive income (“AOCI”), net of tax, reported in our unaudited condensed consolidated financial statements for the periods ended February 28 (in millions; amounts in parentheses indicate debits to AOCI):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Foreign currency translation loss: | ||||||||||||||||
| Balance at beginning of period | $ | (1,427 | ) | $ | (1,026 | ) | $ | (1,148 | ) | $ | (785 | ) | ||||
| Translation adjustments | 80 | 91 | (199 | ) | (150 | ) | ||||||||||
| Balance at end of period | (1,347 | ) | (935 | ) | (1,347 | ) | (935 | ) | ||||||||
| Retirement plans adjustments: | ||||||||||||||||
| Balance at beginning of period | 42 | 49 | 45 | 53 | ||||||||||||
| Reclassifications from AOCI | (3 | ) | (1 | ) | (6 | ) | (5 | ) | ||||||||
| Balance at end of period | 39 | 48 | 39 | 48 | ||||||||||||
| Accumulated other comprehensive (loss) at end of period | $ | (1,308 | ) | $ | (887 | ) | $ | (1,308 | ) | $ | (887 | ) |
The following table presents details of the reclassifications from AOCI for the periods ended February 28 (in millions; amounts in parentheses indicate debits to earnings):
| Amount Reclassified from AOCI | Affected Line Item in the Income Statement | |||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||
| Amortization of retirement plans prior service credits, before tax | $ | 3 | $ | 2 | $ | 7 | $ | 7 | Other retirement plans, net | |||||||||
| Income tax benefit | — | (1 | ) | (1 | ) | (2 | ) | Provision for income taxes | ||||||||||
| AOCI reclassifications, net of tax | $ | 3 | $ | 1 | $ | 6 | $ | 5 | Net income |
(4) Financing Arrangements
We have a shelf registration statement filed with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock and allows pass-through trusts formed by FedEx Express to sell, in one or more future offerings, pass-through certificates.
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FedEx Express has issued $970 million of Pass-Through Certificates, Series 2020-1AA (the “Certificates”) with a fixed interest rate of 1.875% due in February 2034 utilizing pass-through trusts. The Certificates are secured by 19 Boeing aircraft with a net book value of $1.7 billion at February 28, 2023. The payment obligations of FedEx Express in respect of the Certificates are fully and unconditionally guaranteed by FedEx. FedEx Express is using the proceeds from the issuance for general corporate purposes.
We have a $2.0 billion five-year credit agreement (the “Five-Year Credit Agreement”) and a $1.5 billion three-year credit agreement (the “Three-Year Credit Agreement” and together with the Five-Year Credit Agreement, the “Credit Agreements”). The Five-Year Credit Agreement expires in March 2026 and includes a $250 million letter of credit sublimit. The Three-Year Credit Agreement expires in March 2025. The Credit Agreements are available to finance our operations and other cash flow needs. As of February 28, 2023, no commercial paper was outstanding, and we had $250 million of the letter of credit sublimit unused under the Five-Year Credit Agreement. Outstanding commercial paper reduces the amount available to borrow under the Credit Agreements.
Our Credit Agreements contain a financial covenant requiring us to maintain a ratio of debt to consolidated earnings (excluding noncash retirement plans mark-to-market (“MTM”) adjustments, noncash pension service costs, and noncash asset impairment charges) before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) of not more than 3.5 to 1.0, calculated as of the last day of each fiscal quarter on a rolling four-quarters basis. The ratio of our debt to adjusted EBITDA was 1.99 to 1.0 at February 28, 2023.
The financial covenant discussed above is the only significant restrictive covenant in the Credit Agreements. The Credit Agreements contain 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 in the Credit Agreements and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. If we failed to comply with the financial covenant or any other covenants in the Credit Agreements, our access to financing could become limited.
Long-term debt, including current maturities and exclusive of finance leases, had carrying values of $19.7 billion at February 28, 2023 and $19.8 billion at May 31, 2022, compared with estimated fair values of $17.1 billion at February 28, 2023 and $18.8 billion at May 31, 2022. The annualized weighted-average interest rate on long-term debt was 3.5% at February 28, 2023. 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.
(5) Computation of Earnings Per Share
The calculation of basic and diluted earnings per common share for the periods ended February 28 was as follows (in millions, except per share amounts):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Basic earnings per common share: | ||||||||||||||||
| Net earnings allocable to common shares(1) | $ | 770 | $ | 1,110 | $ | 2,430 | $ | 3,262 | ||||||||
| Weighted-average common shares | 251 | 261 | 255 | 264 | ||||||||||||
| Basic earnings per common share | $ | 3.07 | $ | 4.26 | $ | 9.52 | $ | 12.36 | ||||||||
| Diluted earnings per common share: | ||||||||||||||||
| Net earnings allocable to common shares(1) | $ | 770 | $ | 1,110 | $ | 2,430 | $ | 3,262 | ||||||||
| Weighted-average common shares | 251 | 261 | 255 | 264 | ||||||||||||
| Dilutive effect of share-based awards | 2 | 4 | 2 | 4 | ||||||||||||
| Weighted-average diluted shares | 253 | 265 | 257 | 268 | ||||||||||||
| Diluted earnings per common share | $ | 3.05 | $ | 4.20 | $ | 9.46 | $ | 12.17 | ||||||||
| Anti-dilutive options excluded from diluted earnings per common share | 7.8 | 4.4 | 7.7 | 3.8 |
(1) Net earnings available to participating securities were immaterial in all periods presented.
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(6) 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 periods ended February 28 were as follows (in millions):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Defined benefit pension plans, net | $ | 59 | $ | 2 | $ | 176 | $ | (3 | ) | |||||||
| Defined contribution plans | 242 | 226 | 714 | 577 | ||||||||||||
| Postretirement healthcare plans | 24 | 22 | 70 | 67 | ||||||||||||
| Retirement plans MTM net loss | — | — | — | 260 | ||||||||||||
| $ | 325 | $ | 250 | $ | 960 | $ | 901 |
Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended February 28 included the following components (in millions):
| Three Months Ended | ||||||||||||||||||||||||
| U.S. Pension Plans | International Pension Plans | Postretirement Healthcare Plans | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Service cost | $ | 162 | $ | 209 | $ | 13 | $ | 14 | $ | 10 | $ | 12 | ||||||||||||
| Other retirement plans expense (income): | ||||||||||||||||||||||||
| Interest cost | 304 | 254 | 8 | 8 | 14 | 10 | ||||||||||||||||||
| Expected return on plan assets | (422 | ) | (478 | ) | (3 | ) | (3 | ) | — | — | ||||||||||||||
| Amortization of prior service credit and other | (1 | ) | (1 | ) | (2 | ) | (1 | ) | — | — | ||||||||||||||
| (119 | ) | (225 | ) | 3 | 4 | 14 | 10 | |||||||||||||||||
| $ | 43 | $ | (16 | ) | $ | 16 | $ | 18 | $ | 24 | $ | 22 | ||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||
| U.S. Pension Plans | International Pension Plans | Postretirement Healthcare Plans | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Service cost | $ | 488 | $ | 625 | $ | 34 | $ | 43 | $ | 28 | $ | 36 | ||||||||||||
| Other retirement plans expense (income): | ||||||||||||||||||||||||
| Interest cost | 913 | 765 | 25 | 27 | 42 | 31 | ||||||||||||||||||
| Expected return on plan assets | (1,266 | ) | (1,433 | ) | (11 | ) | (23 | ) | — | — | ||||||||||||||
| Amortization of prior service credit and other | (5 | ) | (5 | ) | (2 | ) | (2 | ) | — | — | ||||||||||||||
| MTM net loss | — | 36 | — | 224 | — | — | ||||||||||||||||||
| (358 | ) | (637 | ) | 12 | 226 | 42 | 31 | |||||||||||||||||
| $ | 130 | $ | (12 | ) | $ | 46 | $ | 269 | $ | 70 | $ | 67 |
For 2023, no pension contributions are required for our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) as they are fully funded under the Employee Retirement Income Security Act. We made voluntary contributions to our U.S. Pension Plans of $800 million during the nine months of 2023.
In the second quarter of 2022, we incurred a pre-tax, noncash MTM net loss of $36 million related to the U.S. FedEx Freight Pension Plan. During the second quarter of 2022, 21% of FedEx Freight Corporation (“FedEx Freight”) employees elected to move from a pension/401(k) benefit structure to a new 401(k)-only structure with a higher company match effective January 1, 2022. The $36 million net loss consisted of a $75 million MTM loss due to a lower discount rate, partially offset by a $39 million curtailment gain.
We incurred an additional pre-tax, noncash MTM net loss of $224 million in the second quarter of 2022 related to the termination of the TNT Express Netherlands Pension Plan. Effective October 1, 2021, the responsibility of all pension assets and liabilities of this plan was transferred to a separate, multi-employer pension plan.
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(7) Business Segment Information
We provide a broad portfolio of transportation, e-commerce, and business services through companies competing collectively, operating collaboratively, and innovating digitally under the respected FedEx brand. Our primary operating companies are FedEx Express, the world’s largest express transportation company; FedEx Ground, a leading North American provider of small-package ground delivery services; and FedEx Freight, a leading North American provider of less-than-truckload (“LTL”) freight transportation services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), constitute our reportable segments.
Our reportable segments include the following businesses:
| FedEx Express Segment | FedEx Express (express transportation, small-package ground delivery, and freight transportation) |
| FedEx Custom Critical, Inc. (time-critical transportation) | |
| FedEx Ground Segment | FedEx Ground (small-package ground delivery) |
| FedEx Freight Segment | FedEx Freight (LTL freight transportation) |
| FedEx Services Segment | FedEx Services (sales, marketing, information technology, communications, customer service, technical support, billing and collection services, and back-office functions) |
References to our transportation segments include, collectively, the FedEx Express segment, the FedEx Ground segment, and the FedEx Freight segment.
FedEx Services Segment
The FedEx Services segment operates combined sales, marketing, administrative, and information-technology functions in shared services operations for U.S. customers of our major business units and certain back-office support to our operating segments which allows 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 by FedEx Express in their natural expense line items.
The FedEx Services segment provides direct and indirect support to our operating segments, and we allocate all of the net operating costs of the FedEx Services segment to reflect the full cost of operating our businesses in the results of those segments. 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 effect of its total allocated net operating costs on our operating 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 revenue 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.
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Corporate, Other, and Eliminations
Corporate and other includes corporate headquarters costs for executive officers and certain legal and finance functions, including certain other costs and credits not attributed to our core business, as well as certain costs associated with developing our “innovate digitally” strategic pillar through our FedEx Dataworks operating segment. FedEx Dataworks is focused on creating solutions to transform the digital and physical experiences of our customers and team members. ShopRunner, Inc. was merged into FedEx Dataworks during the third quarter of 2023.
Also included in Corporate and other are the FedEx Office operating segment, which provides an array of document and business services and retail access to our customers for our package transportation businesses, and the FedEx Logistics operating segment, which provides integrated supply chain management solutions, specialty transportation, customs brokerage, and global ocean and air freight forwarding.
The results of Corporate, other, and eliminations are not allocated to the other business segments.
Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment in order to optimize our resources. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenue of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenue and expenses are eliminated in our consolidated results and are not separately identified in the following segment information because the amounts are not material.
The following table provides a reconciliation of reportable segment revenue and operating income (loss) to our unaudited condensed consolidated financial statement totals for the periods ended February 28 (in millions):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue: | ||||||||||||||||
| FedEx Express segment | $ | 10,345 | $ | 11,304 | $ | 32,336 | $ | 33,875 | ||||||||
| FedEx Ground segment | 8,658 | 8,800 | 25,211 | 24,741 | ||||||||||||
| FedEx Freight segment | 2,186 | 2,253 | 7,363 | 6,776 | ||||||||||||
| FedEx Services segment | 87 | 65 | 225 | 177 | ||||||||||||
| Other and eliminations | 893 | 1,219 | 3,090 | 3,549 | ||||||||||||
| $ | 22,169 | $ | 23,641 | $ | 68,225 | $ | 69,118 | |||||||||
| Operating income (loss): | ||||||||||||||||
| FedEx Express segment | $ | 119 | $ | 520 | $ | 634 | $ | 2,036 | ||||||||
| FedEx Ground segment | 844 | 641 | 2,136 | 1,793 | ||||||||||||
| FedEx Freight segment | 386 | 337 | 1,477 | 1,061 | ||||||||||||
| Corporate, other, and eliminations | (307 | ) | (172 | ) | (838 | ) | (569 | ) | ||||||||
| $ | 1,042 | $ | 1,326 | $ | 3,409 | $ | 4,321 |
(8) Commitments
As of February 28, 2023, our purchase commitments under various contracts for the remainder of 2023 and annually thereafter were as follows (in millions):
| Aircraft and Related | Other**(1)** | Total | ||||||||||
| 2023 (remainder) | $ | 271 | $ | 228 | $ | 499 | ||||||
| 2024 | 1,944 | 717 | 2,661 | |||||||||
| 2025 | 1,565 | 550 | 2,115 | |||||||||
| 2026 | 568 | 442 | 1,010 | |||||||||
| 2027 | 296 | 172 | 468 | |||||||||
| Thereafter | 1,913 | 139 | 2,052 | |||||||||
| Total | $ | 6,557 | $ | 2,248 | $ | 8,805 |
(1)
Primarily equipment and advertising contracts.
The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.
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As of February 28, 2023, we had $930 million in deposits and progress payments on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the “Other assets” caption of our accompanying unaudited condensed consolidated balance sheets. Aircraft and related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of February 28, 2023 with the year of expected delivery:
| Cessna SkyCourier 408 | ATR 72-600F | B767F | B777F | Total | ||||||||||||||||
| 2023 (remainder) | 5 | 4 | 3 | — | 12 | |||||||||||||||
| 2024 | 13 | 8 | 14 | 4 | 39 | |||||||||||||||
| 2025 | 12 | 6 | 10 | 2 | 30 | |||||||||||||||
| 2026 | 14 | 1 | — | — | 15 | |||||||||||||||
| 2027 | — | — | — | — | — | |||||||||||||||
| Thereafter | — | — | — | — | — | |||||||||||||||
| Total | 44 | 19 | 27 | 6 | 96 |
A summary of future minimum lease payments under noncancelable operating and finance leases with an initial or remaining term in excess of one year as of February 28, 2023 is as follows (in millions):
| Aircraft and Related Equipment | Facilities and Other | Total Operating Leases | Finance Leases | Total Leases | ||||||||||||||||
| 2023 (remainder) | $ | 34 | $ | 570 | $ | 604 | $ | 34 | $ | 638 | ||||||||||
| 2024 | 103 | 2,905 | 3,008 | 91 | 3,099 | |||||||||||||||
| 2025 | 84 | 2,600 | 2,684 | 38 | 2,722 | |||||||||||||||
| 2026 | 81 | 2,322 | 2,403 | 30 | 2,433 | |||||||||||||||
| 2027 | 80 | 2,046 | 2,126 | 22 | 2,148 | |||||||||||||||
| Thereafter | 170 | 9,790 | 9,960 | 669 | 10,629 | |||||||||||||||
| Total lease payments | 552 | 20,233 | 20,785 | 884 | 21,669 | |||||||||||||||
| Less imputed interest | (43 | ) | (2,923 | ) | (2,966 | ) | (345 | ) | (3,311 | ) | ||||||||||
| Present value of lease liability | $ | 509 | $ | 17,310 | $ | 17,819 | $ | 539 | $ | 18,358 |
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.
As of February 28, 2023, FedEx has entered into additional leases which have not yet commenced and are therefore not part of the right-of-use asset and liability. These leases are generally for build-to-suit facilities and have undiscounted future payments of approximately $2.3 billion that will commence when FedEx gains beneficial access to the leased asset. Commencement dates are expected to be from 2023 to 2024.
(9) Contingencies
Service Provider Lawsuits. FedEx Ground is defending lawsuits in which it is alleged that FedEx Ground should be treated as a joint employer of drivers employed by service providers 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 these matters could, among other things, entitle service providers’ drivers to certain wage payments from the service providers and FedEx Ground and result in employment and withholding tax and benefit liability for FedEx Ground. We continue to believe that FedEx Ground is not an employer or joint employer of the drivers of these independent businesses.
FedEx Services Employment Lawsuit. In May 2021, FedEx Services was named as a defendant in a lawsuit filed in the U.S. District Court for the Southern District of Texas related to the termination of a former FedEx Services employee. The complaint alleged race discrimination and retaliation for complaints of discrimination under Section 1981 of the Civil Rights Act of 1866 and Title VII of the Civil Rights Act of 1964. After trial, on October 25, 2022, the jury found in favor of FedEx Services on the race discrimination claims but awarded the plaintiff compensatory damages of $1.16 million for emotional distress and punitive damages of $365 million for the retaliation claims. The court entered final judgment in the amount of the jury verdict. FedEx Services has appealed the verdict to the U.S. Court of Appeals for the Fifth Circuit. FedEx Services will argue on appeal that plaintiff’s claims were not timely filed, punitive damages are not warranted at all and, if allowed, must be reduced to no greater than a single-digit multiple of the award for compensatory damages based on the United States Supreme Court’s ruling in State Farm v. Campbell, and the compensatory damages award must be reduced to conform with the evidence and the Fifth Circuit’s maximum recovery rule. FedEx Services will argue in the alternative that a new trial should be granted.
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FedEx believes ultimate compensatory and punitive damages and pre- and post-judgment interest up to $75 million will be covered by insurance, subject to a retention of $5 million. An immaterial loss accrual below the retention has been recorded in FedEx’s consolidated financial statements.
FedEx Ground Negligence Lawsuit. In December 2022, FedEx Ground was named as a defendant in a lawsuit filed in Texas state court related to the alleged kidnapping and first-degree murder of a minor by a driver employed by a service provider engaged by FedEx Ground. The complaint alleges compensatory and punitive damages against FedEx Ground for negligent and gross negligent hiring and retention, as well as negligent entrustment. The service provider and driver are also named as defendants in the lawsuit. An immaterial loss accrual has been recorded in FedEx’s consolidated financial statements. It is reasonably possible that an additional material loss could be incurred. Given the early stage of the litigation, we cannot estimate the amount or range of such additional loss, if any.
Other Matters. 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, as well as other lawsuits containing allegations that FedEx and its subsidiaries are responsible for third-party losses related to vehicle accidents that could exceed our insurance coverage for such losses. 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.
Environmental Matters. SEC regulations require us to disclose certain information about proceedings arising under federal, state, or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, FedEx uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to be disclosed for this period.
(10) Supplemental Cash Flow Information
Cash paid for interest expense and income taxes for the nine-month periods ended February 28 was as follows (in millions):
| 2023 | 2022 | |||||||
| Cash payments for: | ||||||||
| Interest (net of capitalized interest) | $ | 497 | $ | 496 | ||||
| Income taxes | $ | 823 | $ | 628 | ||||
| Income tax refunds received | (50 | ) | (180 | ) | ||||
| Cash tax payments, net | $ | 773 | $ | 448 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
FedEx Corporation
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of FedEx Corporation (the Company) as of February 28, 2023, the related condensed consolidated statements of income, comprehensive income and changes in common stockholders’ investment for the three- and nine-month periods ended February 28, 2023 and 2022, the condensed consolidated statements of cash flows for the nine-month periods ended February 28, 2023 and 2022, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of May 31, 2022, the related consolidated statements of income, comprehensive income, cash flows, and changes in common stockholders’ investment for the year then ended, and the related notes (not presented herein); and in our report dated July 18, 2022, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 31, 2022 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
| /s/ Ernst & Young LLP |
Memphis, Tennessee
March 16, 2023
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