Cover and table of contents

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Cover and table of contents

10-K 1 fdx-10k_20180531.htm 10-K

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)

Delaware62-1721435
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
942 South Shady Grove Road, Memphis, Tennessee38120
(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 className of each exchange on which registered
Common Stock, par value $0.10 per shareNew York Stock Exchange
Floating Rate Notes due 2019New York Stock Exchange
0.500% Notes due 2020New York Stock Exchange
1.000% Notes due 2023New York Stock Exchange
1.625% Notes due 2027New 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. Business3
ITEM 1A. Risk Factors21
ITEM 1B. Unresolved Staff Comments21
ITEM 2. Properties21
ITEM 3. Legal Proceedings24
ITEM 4. Mine Safety Disclosures25
Executive Officers of the Registrant26
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28
ITEM 6. Selected Financial Data29
ITEM 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition29
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk29
ITEM 8. Financial Statements and Supplementary Data29
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure29
ITEM 9A. Controls and Procedures29
ITEM 9B. Other Information29
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance30
ITEM 11. Executive Compensation30
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters30
ITEM 13. Certain Relationships and Related Transactions, and Director Independence30
ITEM 14. Principal Accountant Fees and Services30
PART IV
ITEM 15. Exhibits, Financial Statement Schedules31
ITEM 16. Form 10-K Summary46
FINANCIAL SECTION
Table of Contents49
Management’s Discussion and Analysis of Results of Operations and Financial Condition50
Consolidated Financial Statements96
Other Financial Information142

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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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PART I

Next: Item 1. BUSINESS