The Quarterly
FDX Q1 2018 10-Q

Fedex Corp (FDX) SEC Annual Report (10-K) for 2018

FDX Q1 2018 10-Q

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)

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

Name of each exchange on which registered

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.

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 ☑

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

Page

PART I

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

PART II

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

PART III

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

PART IV

ITEM 15. Exhibits, Financial Statement Schedules

31

ITEM 16. Form 10-K Summary

46

FINANCIAL SECTION

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

Exhibit 2.1

Exhibit 10.10

Exhibit 10.34

Exhibit 10.162

Exhibit 10.163

Exhibit 10.164

Exhibit 10.165

Exhibit 10.166

Exhibit 10.167

Exhibit 12

Exhibit 21

Exhibit 23

Exhibit 24

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINK BASE DOCUMENT

EX-101 DEFINITIONS LINK BASE DOCUMENT

EX-101 LABELS LINK BASE DOCUMENT

EX-101 PRESENTATION LINK BASE DOCUMENT


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