UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended May 31, 2018.
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)
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Delaware | 62-1721435 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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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:
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Title of each class
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Common Stock, par value $0.10 per share | New York Stock Exchange |
Floating Rate Notes due 2019 | New York Stock Exchange |
0.500% Notes due 2020 | New York Stock Exchange |
1.000% Notes due 2023 | New York Stock Exchange |
1.625% Notes due 2027 | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑
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.
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Large accelerated filer ☑ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐ |
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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 ☑
The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the closing price as of the last business day of the Registrant's most recently completed second fiscal quarter, November 30, 2017, was approximately $57.3 billion. The Registrant has no non-voting stock.
As of July 12, 2018, 265,924,840 shares of the Registrant's common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement to be delivered to stockholders in connection with the 2018 annual meeting of stockholders to be held on September 24, 2018 are incorporated by reference in response to Part III of this Report.
TABLE OF CONTENTS
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PART I |
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ITEM 1. Business | 3 |
ITEM 1A. Risk Factors | 21 |
ITEM 1B. Unresolved Staff Comments | 21 |
ITEM 2. Properties | 21 |
ITEM 3. Legal Proceedings | 24 |
ITEM 4. Mine Safety Disclosures | 25 |
Executive Officers of the Registrant | 26 |
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PART II |
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ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 28 |
ITEM 6. Selected Financial Data | 29 |
ITEM 7. Management's Discussion and Analysis of Results of Operations and Financial Condition | 29 |
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk | 29 |
ITEM 8. Financial Statements and Supplementary Data | 29 |
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 29 |
ITEM 9A. Controls and Procedures | 29 |
ITEM 9B. Other Information | 29 |
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PART III |
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ITEM 10. Directors, Executive Officers and Corporate Governance | 30 |
ITEM 11. Executive Compensation | 30 |
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 30 |
ITEM 13. Certain Relationships and Related Transactions, and Director Independence | 30 |
ITEM 14. Principal Accountant Fees and Services | 30 |
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PART IV |
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ITEM 15. Exhibits, Financial Statement Schedules | 31 |
ITEM 16. Form 10-K Summary | 46 |
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FINANCIAL SECTION |
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Table of Contents | 49 |
Management's Discussion and Analysis of Results of Operations and Financial Condition | 50 |
Consolidated Financial Statements | 96 |
Other Financial Information | 142 |
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EXHIBITS |
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Exhibit 2.1 |
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Exhibit 10.10 |
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Exhibit 10.34 |
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Exhibit 10.162 |
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Exhibit 10.163 |
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Exhibit 10.164 |
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Exhibit 10.165 |
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Exhibit 10.166 |
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Exhibit 10.167 |
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Exhibit 12 |
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Exhibit 21 |
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Exhibit 23 |
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Exhibit 24 |
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Exhibit 31.1 |
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Exhibit 31.2 |
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Exhibit 32.1 |
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Exhibit 32.2 |
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EX-101 INSTANCE DOCUMENT |
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EX-101 SCHEMA DOCUMENT |
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EX-101 CALCULATION LINK BASE DOCUMENT |
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EX-101 DEFINITIONS LINK BASE DOCUMENT |
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EX-101 LABELS LINK BASE DOCUMENT |
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EX-101 PRESENTATION LINK BASE DOCUMENT |
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