8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 21, 2021

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

Delaware	62-1721435
(State or other jurisdiction of	(IRS Employer
incorporation)	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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
0.700% 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.     ☐

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01.  Entry into a Material Definitive Agreement

On June 22, 2021, FedEx Corporation’s (“FedEx”) wholly owned subsidiary Federal Express Corporation (“FedEx Express”) and The Boeing Company (“Boeing”) entered into Supplemental Agreement No. 16 (and related side letters) ( “Supplemental Agreement No. 16”) to Purchase Agreement No. 3712 dated as of December 14, 2011, between Boeing and FedEx Express related to Boeing 767-300 Freighter (“B767F”) aircraft.

In Supplemental Agreement No. 16, FedEx Express agreed to purchase 20 B767F aircraft by exercising 20 options. Two (2) of the additional B767F aircraft purchases are 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 (“RLA”). Ten of the additional B767F aircraft will be delivered in fiscal 2024 and ten will be delivered in fiscal 2025. These aircraft will enable FedEx Express to continue to improve the efficiency and reliability of its aircraft fleet.

FedEx Express now has a total of 48 firm orders from Boeing for B767F aircraft scheduled for delivery during fiscal 2022 through fiscal 2025. Two (2) of the B767F orders are conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the RLA. FedEx Express also has options to purchase an additional 50 B767F aircraft.

Supplemental Agreement No. 16 will be filed as an exhibit to FedEx’s quarterly report on Form 10-Q for the fiscal quarter ending August 31, 2021.

Certain statements in this Item 1.01 are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to future events and financial performance. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, the risks and uncertainties described in our press releases and filings with the Securities and Exchange Commission.

SECTION 2. FINANCIAL INFORMATION.

Item 2.02.  Results of Operations and Financial Condition.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx’s press release, dated June 24, 2021, announcing its financial results for the fiscal quarter and year ended May 31, 2021.

The information in this Item 2.02 and Exhibit 99.1 are being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 21, 2021, following his confirmation by the U.S. Senate to serve as the United States National Cyber Director on June 17, 2021, John C. “Chris” Inglis notified FedEx that he was resigning, effective June 21, 2021, from the FedEx Board of Directors.

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SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of FedEx Corporation dated June 24, 2021.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FedEx Corporation
Date:  June 24, 2021	By:	/s/ John L. Merino
		John L. Merino
		Corporate Vice President and
		Principal Accounting Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of FedEx Corporation dated June 24, 2021.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

E-1

EX-99.1

Exhibit 99.1

FedEx Corp. Reports Record Fourth Quarter and Full-Year Results

Momentum Drives Expected Revenue and Earnings Growth for Fiscal 2022

MEMPHIS, Tenn., June 24, 2021 ... FedEx Corp. (NYSE: FDX) today reported the following consolidated results for the quarter ended May 31 (adjusted measures exclude the items listed below for the applicable fiscal year):

	Fiscal 2021		Fiscal 2020
	As Reported (GAAP)	Adjusted (non-GAAP)	As Reported (GAAP)	Adjusted (non-GAAP)
Revenue	$22.6 billion	$22.6 billion	$17.4 billion	$17.4 billion
Operating income	$1.80 billion	$1.97 billion	$475 million	$907 million
Operating margin	8.0%	8.7%	2.7%	5.2%
Net income (loss)	$1.87 billion	$1.36 billion	($334 million)	$663 million
Diluted EPS (loss)	$6.88	$5.01	($1.28)	$2.53

For the full fiscal year, FedEx Corp. reported the following consolidated results (adjusted measures exclude the items listed below for the applicable fiscal year):

	Fiscal 2021		Fiscal 2020
	As Reported (GAAP)	Adjusted (non-GAAP)	As Reported (GAAP)	Adjusted (non-GAAP)
Revenue	$84.0 billion	$84.0 billion	$69.2 billion	$69.2 billion
Operating income	$5.86 billion	$6.18 billion	$2.42 billion	$3.12 billion
Operating margin	7.0%	7.4%	3.5%	4.5%
Net income	$5.23 billion	$4.89 billion	$1.29 billion	$2.49 billion
Diluted EPS	$19.45	$18.17	$4.90	$9.50

This year’s and last year’s quarterly and full-year consolidated results have been adjusted for:

	Fiscal 2021				Fiscal 2020
Impact per diluted share	Fourth Quarter		Full Year		Fourth Quarter		Full Year
Mark-to-market (MTM) retirement plan    accounting adjustments	$	(3.44)	$	(3.33)	$	2.22	$	2.22
Loss on debt extinguishment		1.09		1.11		—		—
TNT Express integration expenses		0.18		0.60		0.18		0.80
Business realignment costs		0.30		0.33		—		—
Goodwill and other asset    impairment charges		—		—		1.40		1.58

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“I thank our team members around the world for their outstanding efforts during this extraordinary year,” said Frederick W. Smith, FedEx Corp. chairman and chief executive officer. “We continue to play an important role in global economic recovery and the delivery of COVID-19 vaccines and relief supplies throughout the U.S., Canada and more than 35 other countries. I am optimistic about the future of FedEx as we continue to innovate for our customers and meet strong demand for our global transportation network and capabilities.”

Fourth Quarter Results

Fourth quarter operating results increased primarily due to volume growth and disciplined revenue and portfolio management. These factors were partially offset by costs to support strong demand, increased variable compensation expense, and higher labor rates.

Net results include a loss on debt extinguishment of $393 million ($297 million net of tax).

FedEx Express fourth quarter operating income more than doubled year over year, driven by exceptional growth in international export and U.S. domestic package services. Operating margin increased 260 basis points (an adjusted 340 basis points; adjusted measures exclude the items listed below for the applicable fiscal year), as improved network optimization and asset utilization enabled profit growth from record fourth quarter volume.

FedEx Ground reported record earnings for the quarter and revenue growth of 27%.  The revenue increase was primarily driven by strong growth in business-to-business shipments and a 14% rise in revenue per package. Operating margin improved 310 basis points to 13.6% due to strong revenue growth and slower growth in purchased transportation expenses, aided by a higher mix of business-to-business shipments and benefits from dynamic route optimization technology. This improvement was partially offset by higher expenses driven by constrained labor availability.

FedEx Freight reported record earnings and operating margin of 16.1% for the quarter, as average daily shipments grew 30% and revenue per shipment increased 6%. Operating results improved primarily due to the continued focus on revenue quality and profitable growth.

Outlook

FedEx is unable to forecast the fiscal 2022 mark-to-market (MTM) retirement plan accounting adjustments. As a result, FedEx is unable to provide a fiscal 2022 earnings per share or effective tax rate (ETR) outlook on a GAAP basis.  

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For fiscal 2022, FedEx is forecasting:

• Earnings per diluted share of $18.90 to $19.90 before the MTM retirement plan accounting adjustments;

• Earnings per diluted share of $20.50 to $21.50 before the MTM retirement plan accounting adjustments and excluding estimated TNT Express integration expenses and costs associated with business realignment activities;

• ETR of approximately 24% prior to the MTM retirement plan accounting adjustments; and

• Capital spending of $7.2 billion, with continued investment in the key strategic priorities of e-commerce, operational excellence and efficiency. Strategic initiatives include accelerated capacity expansion, fleet and facility modernization, and increased automation.

These forecasts assume continued recovery in U.S. industrial production and global trade, no additional COVID-19-related business restrictions, and current fuel price expectations.  FedEx’s ETR and earnings per share forecasts are based on current law and related regulations and guidance.

“The ongoing execution of our strategic initiatives has driven significant improvement in our fourth quarter results and highlights the continued strength of our business,” said Michael C. Lenz, FedEx Corp. executive vice president and chief financial officer. “For fiscal 2021, we delivered record financial results while also recognizing the valuable contributions by our team members. We expect continued strong momentum in fiscal 2022, and our investments are focused on the areas of greatest growth and highest returns, like e-commerce, to position us for sustained long-term growth in earnings, cash flows, and returns.”

Corporate Overview

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenue of $84 billion, the company offers integrated business solutions through operating companies competing collectively, operating collaboratively and innovating digitally under the respected FedEx brand. Consistently ranked among the world's most admired and trusted employers, FedEx inspires its 570,000 team members to remain focused on safety, the highest ethical and professional standards and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit about.fedex.com.

Additional information and operating data are contained in the company’s annual report, Form 10-K, Form 10-Qs, Form 8-Ks and Statistical Books.  These materials, as well as a webcast of the earnings release conference call to be held at 5:00 p.m.

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EDT on June 24, are available on the company’s website at investors.fedex.com.  A replay of the conference call webcast will be posted on our website following the call.

The Investor Relations page of our website, investors.fedex.com, contains a significant amount of information about FedEx, including our Securities and Exchange Commission (SEC) filings and financial and other information for investors.  The information that we post on our Investor Relations website could be deemed to be material information.  We encourage investors, the media and others interested in the company to visit this website from time to time, as information is updated and new information is posted.

Certain statements in this press release may be considered forward-looking statements, such as statements relating to management’s views with respect to future events and financial performance and underlying assumptions. Forward-looking statements include those preceded by, followed by or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions.  Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the negative impacts of the COVID-19 pandemic; economic conditions in the global markets in which we operate; anti-trade measures and additional changes in international trade policies and relations; a significant data breach or other disruption to our technology infrastructure; our ability to meet our labor and purchased transportation needs while controlling related costs; our ability to successfully integrate the businesses and operations of FedEx Express and TNT Express in the expected time frame and at the expected cost and to achieve the expected benefits from the combined businesses; our ability to successfully implement our business strategy, effectively respond to changes in market dynamics and achieve the anticipated benefits and associated cost savings of such strategies and actions, including our ability to successfully implement our FedEx Express workforce reduction plan in Europe and to continue to transform and optimize the FedEx Express international business, particularly in Europe; the future rate of e-commerce growth and our ability to successfully expand our e-commerce services portfolio; damage to our reputation or loss of brand equity; the impact of the United Kingdom’s withdrawal from the European Union and the terms of their future trading relationship; the timeline for recovery of passenger airline cargo capacity; changes in fuel prices or currency exchange rates; our ability to match capacity to shifting volume levels; the impact of intense competition; evolving or new U.S. domestic or international laws, government regulation or regulatory actions; future guidance, regulations, interpretations, challenges or judicial decisions related to our tax positions; our ability to effectively operate, integrate, leverage and grow acquired businesses, including ShopRunner, Inc.; legal challenges or changes related to service providers engaged by FedEx Ground and the drivers providing services on their behalf; an increase in self-insurance accruals and expenses; changes in the

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business or financial soundness of the U.S. Postal Service; the impact of any international conflicts or terrorist activities; our ability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography;our ability to achieve our goal of carbon-neutral operations by 2040; constraints, volatility or disruption in the capital markets and our ability to obtain financing; and other factors which can be found in FedEx Corp.’s and its subsidiaries’ press releases and FedEx Corp.’s filings with the SEC. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Media Contact:  Jenny Robertson 901-434-4829

Investor Contact:  Mickey Foster 901-818-7468

Home Page:  fedex.com

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RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

TO GAAP FINANCIAL MEASURES

Fourth Quarter and Full-Year Fiscal 2021 and Fiscal 2020 Results

The company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP” or “reported”). We have supplemented the reporting of our financial information determined in accordance with GAAP with certain non-GAAP (or “adjusted”) financial measures, including our adjusted fourth quarter and adjusted full-year fiscal 2021 and 2020 consolidated operating income and margin, net income (loss) and diluted earnings (loss) per share, and adjusted fourth quarter and adjusted full-year fiscal 2021 and 2020 FedEx Express segment operating income and margin. These financial measures have been adjusted to exclude the impact of the following items (as applicable):

• MTM retirement plan accounting adjustments in fiscal 2021 and 2020;

• Loss on debt extinguishment in fiscal 2021;

• TNT Express integration expenses incurred in fiscal 2021 and 2020;

• Fiscal 2021 business realignment costs; and

• Fiscal 2020 goodwill and other asset impairment charges.

The MTM retirement plan accounting adjustments, loss on debt extinguishment, costs related to business realignment activities in connection with the FedEx Express workforce reduction plan in Europe, and goodwill and other asset impairment charges are excluded from our fourth quarter and full-year fiscal 2021 and 2020 consolidated and FedEx Express segment non-GAAP financial measures, as applicable, because they are unrelated to our core operating performance and/or to assist investors with assessing trends in our underlying businesses.

We have incurred and expect to incur significant expenses through fiscal 2022 in connection with our integration of TNT Express. We have adjusted our fourth quarter and full-year fiscal 2021 and 2020 consolidated and FedEx Express segment financial measures to exclude TNT Express integration expenses because we generally would not incur such expenses as part of our continuing operations. The integration expenses are predominantly incremental costs directly associated with the integration of TNT Express, including professional and legal fees, salaries and employee benefits, advertising and travel expenses. Internal salaries and employee benefits are included only to the extent the individuals are assigned full-time to integration activities. The integration expenses do not include costs associated with our business realignment activities.

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We believe these adjusted financial measures facilitate analysis and comparisons ofour ongoing business operations because they exclude items that may not beindicative of, or are unrelated to, the company’s and our business segments’ coreoperating performance, and may assist investors with comparisons to prior periodsand assessing trends in our underlying businesses. These adjustments areconsistent with how management views our businesses. Management uses thesenon-GAAP financial measures in making financial, operating and planning decisionsand evaluating the company’s and each business segment’s ongoing performance.

Our non-GAAP financial measures are intended to supplement and should be read together with, and are not an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of our financial statements should not place undue reliance on these non-GAAP financial measures. Because non-GAAP financial measures are not standardized, it may not  be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. As required by SEC rules, the tables below present a reconciliation of our presented non-GAAP financial measures to the most directly comparable GAAP measures.

Fiscal 2022 Earnings Per Share and Effective Tax Rate Forecasts

Our fiscal 2022 earnings per share (EPS) forecast is a non-GAAP financial measure because it excludes (i) fiscal 2022 MTM retirement plan accounting adjustments, (ii) estimated fiscal 2022 TNT Express integration expenses, and (iii) estimated fiscal 2022 business realignment costs. Our fiscal 2022 effective tax rate (ETR) forecast is a non-GAAP financial measure because it excludes the impact of fiscal 2022 MTM retirement plan accounting adjustments.

We have provided these non-GAAP financial measures for the same reasons that were outlined above for historical non-GAAP measures. These items are excluded from our fiscal 2022 EPS and ETR forecasts, as applicable, for the same reasons described above for historical non-GAAP measures.

We are unable to predict the amount of the MTM retirement plan accounting adjustments, as they are significantly impacted by changes in interest rates and the financial markets, so such adjustments are not included in our fiscal 2022 EPS and ETR forecasts. For this reason, a full reconciliation of our fiscal 2022 EPS and ETR forecasts to the most directly comparable GAAP measures is impracticable.  It is reasonably possible, however, that our fiscal 2022 MTM retirement plan accounting adjustments could have a material impact on our fiscal 2022 consolidated financial results and ETR.  

The table included below titled “Fiscal 2022 Earnings Per Share Forecast” outlines the impacts of the items that are excluded from our fiscal 2022 EPS forecast, other than the MTM retirement plan accounting adjustments.

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Fourth Quarter Fiscal 2021

FedEx Corporation

	Operating		Income	Net	Diluted Earnings
Dollars in millions, except EPS	Income	Margin1	Taxes2	Income3	Per Share
GAAP measure	$1,797	8.0%	$745	$1,868	$6.88
MTM retirement plan     accounting adjustment4	—	—	(292)	(936)	(3.44)
Loss on debt extinguishment	—	—	96	297	1.09
Business realignment costs5	106	0.5%	24	82	0.30
TNT Express integration    expenses6	64	0.3%	15	49	0.18
Non-GAAP measure	$1,967	8.7%	$588	$1,360	$5.01

FedEx Express Segment

	Operating
Dollars in millions	Income	Margin1
GAAP measure	$737	6.5%
Business realignment costs	106	0.9%
TNT Express integration expenses	55	0.5%
Non-GAAP measure	$898	8.0%

Full-Year Fiscal 2021

FedEx Corporation

	Operating		Income	Net	Diluted Earnings
Dollars in millions, except EPS	Income	Margin	Taxes2	Income3	Per Share1
GAAP measure	$5,857	7.0%	$1,443	$5,231	$19.45
MTM retirement plan     accounting adjustments4	—	—	(281)	(895)	(3.33)
Loss on debt extinguishment	—	—	96	297	1.11
TNT Express integration    expenses6	210	0.3%	48	162	0.60
Business realignment costs5	116	0.1%	26	90	0.33
Non-GAAP measure	$6,183	7.4%	$1,332	$4,885	$18.17

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Full-Year Fiscal 2021 (continued)

FedEx Express Segment

	Operating
Dollars in millions	Income	Margin
GAAP measure	$2,810	6.7%
TNT Express integration expenses	176	0.4%
Business realignment costs	116	0.3%
Non-GAAP measure	$3,102	7.4%

Fourth Quarter Fiscal 2020

FedEx Corporation

	Operating		Income	Net (Loss)	Diluted (Loss) Earnings
Dollars in millions, except EPS	Income	Margin	Taxes2	Income3	Per Share7
GAAP measure	$475	2.7%	$15	$(334)	$(1.28)
MTM retirement plan     accounting adjustment4	—	—	211	583	2.22
Goodwill and other asset     impairment charges8	369	2.1%	3	366	1.40
TNT Express integration    expenses6	63	0.4%	15	48	0.18
Non-GAAP measure	$907	5.2%	$244	$663	$2.53

FedEx Express Segment

	Operating
Dollars in millions	Income	Margin1
GAAP measure	$338	3.9%
TNT Express integration expenses	54	0.6%
Non-GAAP measure	$392	4.6%

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Full-Year Fiscal 2020

FedEx Corporation

	Operating		Income	Net	Diluted Earnings
Dollars in millions, except EPS	Income	Margin	Taxes2	Income3	Per Share
GAAP measure	$2,417	3.5%	$383	$1,286	$4.90
MTM retirement plan     accounting adjustment4	—	—	211	583	2.22
Goodwill and other asset     impairment charges8	435	0.6%	19	416	1.58
TNT Express integration    expenses6	270	0.4%	61	209	0.80
Non-GAAP measure	$3,122	4.5%	$674	$2,494	$9.50

FedEx Express Segment

	Operating
Dollars in millions	Income	Margin
GAAP measure	$996	2.8%
TNT Express integration expenses	222	0.6%
Asset impairment charges	66	0.2%
Non-GAAP measure	$1,284	3.6%

Fiscal 2022 Earnings Per Share Forecast

Dollars in millions, except EPS	Adjustments	Diluted Earnings Per Share
Earnings per diluted share before     MTM retirement plan accounting     adjustments (non-GAAP)9		$18.90 to $19.90
TNT Express integration expenses	$150
Income tax effect2	(28)
Net of tax effect	$122	0.45
Business realignment costs	$400
Income tax effect2	(88)
Net of tax effect	$312	1.15
Earnings per diluted share with adjustments9		$20.50 to $21.50

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Notes:

1 – Does not sum to total due to rounding.

2 – Income taxes are based on the company’s approximate statutory tax rates applicable to each transaction.

3 – Effect of “total other (expense) income” on net income amount not shown.

4– The MTM retirement plan accounting adjustment reflects the year-end adjustment to the valuation of the company’s defined benefit pension and other postretirement plans. For the full-year fiscal 2021 period, the MTM retirement plan accounting adjustment also includes the second quarter TNT Express MTM retirement plan accounting adjustment related to a noncash loss associated with amending a TNT Express European pension plan to harmonize retirement benefits.

5 – Business realignment costs were recognized at FedEx Express.

6 – These expenses were recognized at FedEx Corporate and FedEx Express.

7– Does not sum to total due to difference in weighted-average number of shares outstanding used to calculate EPS in accordance with GAAP.

8– Goodwill impairment charges are not deductible for income tax purposes.

9 – The MTM retirement plan accounting adjustments, which are impracticable to calculate at this time, are excluded.

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FEDEX CORP. FINANCIAL HIGHLIGHTS

Fourth Quarter Fiscal 2021

(In millions, except earnings per share)

(Unaudited)

	Three Months Ended May 31,									Twelve Months Ended May 31,
	2021			2020			%			2021			2020			%
Revenue:
FedEx Express segment	$	11,275		$	8,560			32	%	$	42,078		$	35,513			18	%
FedEx Ground segment		8,132			6,394			27	%		30,496			22,733			34	%
FedEx Freight segment		2,235			1,615			38	%		7,833			7,102			10	%
FedEx Services segment		8			7			14	%		32			22			45	%
Other and eliminations1		915			782			17	%		3,520			3,847			(9	%)
Total Revenue		22,565			17,358			30	%		83,959			69,217			21	%
Operating Expenses2:
Salaries and employee benefits		7,868			6,327			24	%		30,173			25,031			21	%
Purchased transportation		5,630			4,552			24	%		21,674			17,466			24	%
Rentals		1,082			904			20	%		4,155			3,712			12	%
Depreciation and amortization		975			927			5	%		3,793			3,615			5	%
Fuel		936			517			81	%		2,882			3,156			(9	%)
Maintenance and repairs		885			667			33	%		3,328			2,893			15	%
Business realignment costs3		106			—		NM				116			—		NM
Goodwill and other asset impairment charges4		—			369		NM				—			435		NM
Other		3,286			2,620			25	%		11,981			10,492			14	%
Total Operating Expenses		20,768			16,883			23	%		78,102			66,800			17	%
Operating Income (Loss):
FedEx Express segment		737			338			118	%		2,810			996			182	%
FedEx Ground segment		1,105			673			64	%		3,193			2,014			59	%
FedEx Freight segment		360			132			173	%		1,005			580			73	%
Corporate, eliminations and other1		(405	)		(668	)		(39	%)		(1,151	)		(1,173	)		(2	%)
Total Operating Income		1,797			475			278	%		5,857			2,417			142	%
Other (Expense) Income:
Interest, net		(186	)		(174	)		7	%		(741	)		(617	)		20	%
Other retirement plans income (expense)5		1,430			(626	)		(328	%)		1,983			(122	)		(1,725	%)
Loss on debt extinguishment6		(393	)		—		NM				(393	)		—		NM
Other, net		(35	)		6			(683	%)		(32	)		(9	)		256	%
Total Other (Expense) Income		816			(794	)		(203	%)		817			(748	)		(209	%)
Income (Loss) Before Income Taxes		2,613			(319	)		(919	%)		6,674			1,669			300	%
Provision for Income Taxes		745			15			4,867	%		1,443			383			277	%
Net Income (Loss)	$	1,868		$	(334	)		(659	%)	$	5,231		$	1,286			307	%
Diluted Earnings (Loss) Per Share	$	6.88		$	(1.28	)		(638	%)	$	19.45		$	4.90			297	%
Weighted Average Common and
Common Equivalent Shares		271			261			4	%		268			262			2	%
Capital Expenditures	$	1,682		$	1,163			45	%	$	5,884		$	5,868			—

1 – Includes the FedEx Logistics and FedEx Office operating segments, as well as the financial results of ShopRunner, Inc. beginning December 23, 2020.

2 – Includes integration expenses of $64 million for the fourth quarter and $210 million for the full year of fiscal 2021 and $63 million for the fourth quarter and $270 million for the full year of fiscal 2020.

3 – Includes $106 million of business realignment costs associated with the workforce reduction plan in Europe for the fourth quarter and $116 million for the full year of fiscal 2021.

4 – Includes goodwill and other asset impairment charges of $369 million associated with the FedEx Office and FedEx Logistics operating segments for the fourth quarter and full year and $66 million at the FedEx Express segment associated with the decision to permanently retire certain aircraft and related engines for the full year of fiscal 2020.

5 – Includes a $1.2 billion MTM adjustment for the fourth quarter and full year of fiscal 2021 and a ($794 million) MTM adjustment for the fourth quarter and full year of fiscal 2020. Also includes a ($52 million) MTM adjustment for the full year of fiscal 2021 associated with amending a TNT Express European pension plan to harmonize retirement benefits.

6 – Includes a loss of debt extinguishment of $393 million for the fourth quarter and full year of fiscal 2021 associated with the capital allocation strategy, which includes reducing outstanding debt.

12

FEDEX CORP. CONDENSED CONSOLIDATED BALANCE SHEETS

Fourth Quarter Fiscal 2021

(In millions)

	Year Ended May 31,
		2021			2020
ASSETS
Current Assets
Cash and cash equivalents	$	7,087		$	4,881
Receivables, less allowances		11,977			10,102
Spare parts, supplies and fuel, less allowances		587			572
Prepaid expenses and other		929			828
Total current assets		20,580			16,383
Property and Equipment, at Cost		70,077			65,024
Less accumulated depreciation and amortization		34,325			31,416
Net property and equipment		35,752			33,608
Other Long-Term Assets
Operating lease right-of-use assets, net		15,383			13,917
Goodwill		6,992			6,372
Other assets		4,070			3,257
Total other long-term assets		26,445			23,546
	$	82,777		$	73,537
LIABILITIES AND COMMON STOCKHOLDERS'    INVESTMENT
Current Liabilities
Current portion of long-term debt	$	146		$	51
Accrued salaries and employee benefits		2,903			1,569
Accounts payable		3,841			3,269
Operating lease liabilities		2,208			1,923
Accrued expenses		4,562			3,532
Total current liabilities		13,660			10,344
Long-Term Debt, Less Current Portion		20,733			21,952
Other Long-Term Liabilities
Deferred income taxes		3,927			3,162
Pension, postretirement healthcare and other benefit obligations		3,501			5,019
Self-insurance accruals		2,430			2,104
Operating lease liabilities		13,375			12,195
Other liabilities		983			466
Total other long-term liabilities		24,216			22,946
Commitments and Contingencies
Common Stockholders' Investment
Common stock, $0.10 par value, 800 million shares authorized		32			32
Additional paid-in capital		3,481			3,356
Retained earnings		29,817			25,216
Accumulated other comprehensive loss		(732	)		(1,147	)
Treasury stock, at cost		(8,430	)		(9,162	)
Total common stockholders' investment		24,168			18,295
	$	82,777		$	73,537

13

FEDEX CORP. CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

Fourth Quarter Fiscal 2021

(In millions)

(Unaudited)

	Year Ended May 31,
		2021			2020
Operating Activities:
Net income	$	5,231		$	1,286
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		3,793			3,615
Retirement plans mark-to-market adjustments		(1,176	)		794
Loss on extinguishment of debt		393			—
Business realignment costs		102			—
Goodwill and other asset impairment charges		—			435
Other, net		3,664			3,059
Changes in operating assets and liabilities, net		(1,872	)		(4,092	)
Net cash provided by operating activities		10,135			5,097
Investing Activities:
Capital expenditures		(5,884	)		(5,868	)
Business acquisitions, net of cash acquired		(228	)		—
Proceeds from asset dispositions and other		102			22
Net cash used in investing activities		(6,010	)		(5,846	)
Financing Activities:
Payments on debt		(6,318	)		(2,548	)
Proceeds from debt issuances		4,212			6,556
Proceeds from stock issuances		740			64
Dividends paid		(686	)		(679	)
Purchase of treasury stock		—			(3	)
Other, net		(38	)		(9	)
Cash (used in) provided by financing activities		(2,090	)		3,381
Effect of exchange rate changes on cash		171			(70	)
Net increase in cash and cash equivalents		2,206			2,562
Cash and cash equivalents at beginning of period		4,881			2,319
Cash and cash equivalents at end of period	$	7,087		$	4,881

14

FEDEX EXPRESS SEGMENT FINANCIAL HIGHLIGHTS

Fourth Quarter Fiscal 2021

(Dollars in millions)

(Unaudited)

	Three Months Ended May 31,									Twelve Months Ended May 31,
	2021			2020			%			2021			2020			%
Revenue:
Package Revenue:
U.S. Overnight Box	$	2,165		$	1,639			32	%	$	8,116		$	7,234			12	%
U.S. Overnight Envelope		486			381			28	%		1,791			1,776			1	%
Total U.S. Overnight		2,651			2,020			31	%		9,907			9,010			10	%
U.S. Deferred		1,266			975			30	%		4,984			4,038			23	%
Total U.S. Package Revenue		3,917			2,995			31	%		14,891			13,048			14	%
International Priority		2,894			2,010			44	%		10,317			7,354			40	%
International Economy		705			544			30	%		2,632			3,082			(15	%)
Total International Export Package		3,599			2,554			41	%		12,949			10,436			24	%
International Domestic1		1,184			863			37	%		4,640			4,179			11	%
Total Package Revenue		8,700			6,412			36	%		32,480			27,663			17	%
Freight Revenue:
U.S.		833			866			(4	%)		3,325			2,998			11	%
International Priority		865			539			60	%		3,030			1,915			58	%
International Economy		420			374			12	%		1,582			1,930			(18	%)
International Airfreight		49			73			(33	%)		245			270			(9	%)
Total Freight Revenue		2,167			1,852			17	%		8,182			7,113			15	%
Other Revenue2		408			296			38	%		1,416			737			92	%
Total Express Revenue	$	11,275		$	8,560			32	%	$	42,078		$	35,513			18	%
Operating Expenses:
Salaries and employee benefits		4,201			3,467			21	%		16,217			13,764			18	%
Purchased transportation		1,531			1,121			37	%		5,744			4,832			19	%
Rentals and landing fees		600			489			23	%		2,296			2,045			12	%
Depreciation and amortization		497			485			2	%		1,946			1,894			3	%
Fuel		789			423			87	%		2,461			2,664			(8	%)
Maintenance and repairs		586			414			42	%		2,228			1,874			19	%
Business realignment costs		106			—		NM				116			—		NM
Goodwill and other asset impairment charges		—			—			—			—			66		NM
Intercompany charges		540			487			11	%		1,996			1,956			2	%
Other		1,688			1,336			26	%		6,264			5,422			16	%
Total Operating Expenses		10,538			8,222			28	%		39,268			34,517			14	%
Operating Income	$	737		$	338			118	%	$	2,810		$	996			182	%
Operating Margin		6.5	%		3.9	%	2.6 pts				6.7	%		2.8	%	3.9 pts

1 – International Domestic revenue relates to international intra-country operations.

2 – Includes the operations of FedEx Custom Critical beginning March 1, 2020 and FedEx Cross Border beginning June 1, 2020.

15

FEDEX EXPRESS SEGMENT OPERATING HIGHLIGHTS

Fourth Quarter Fiscal 2021

(Unaudited)

	Three Months Ended May 31,							Twelve Months Ended May 31,
	2021		2020		%			2021		2020		%
PACKAGE STATISTICS
Average Daily Package Volume (000s):
U.S. Overnight Box		1,442		1,126		28	%		1,427		1,211		18	%
U.S. Overnight Envelope		519		438		18	%		505		521		(3	%)
Total U.S. Overnight Package		1,961		1,564		25	%		1,932		1,732		12	%
U.S. Deferred		1,307		1,102		19	%		1,351		1,076		26	%
Total U.S. Domestic Package		3,268		2,666		23	%		3,283		2,808		17	%
International Priority		796		600		33	%		752		559		35	%
International Economy		288		227		27	%		284		282		1	%
Total International Export Package		1,084		827		31	%		1,036		841		23	%
International Domestic1		2,171		1,928		13	%		2,362		2,337		1	%
Total Average Daily Packages		6,523		5,421		20	%		6,681		5,986		12	%
Yield (Revenue Per Package):
U.S. Overnight Box	$	23.09	$	22.73		2	%	$	22.31	$	23.51		(5	%)
U.S. Overnight Envelope		14.41		13.59		6	%		13.90		13.43		3	%
U.S. Overnight Composite		20.79		20.17		3	%		20.11		20.48		(2	%)
U.S. Deferred		14.90		13.83		8	%		14.46		14.78		(2	%)
U.S. Domestic Composite		18.44		17.55		5	%		17.79		18.30		(3	%)
International Priority		55.89		52.34		7	%		53.84		51.75		4	%
International Economy		37.67		37.47		1	%		36.32		43.03		(16	%)
Total International Export Composite		51.05		48.26		6	%		49.03		48.83		—
International Domestic1		8.39		7.00		20	%		7.70		7.04		9	%
Composite Package Yield	$	20.51	$	18.48		11	%	$	19.06	$	18.19		5	%
FREIGHT STATISTICS
Average Daily Freight Pounds (000s):
U.S.		8,662		9,372		(8	%)		9,231		8,528		8	%
International Priority		6,608		4,807		37	%		6,155		4,895		26	%
International Economy		11,691		11,071		6	%		12,245		13,450		(9	%)
International Airfreight		1,280		1,440		(11	%)		1,469		1,535		(4	%)
Total Avg Daily Freight Pounds		28,241		26,690		6	%		29,100		28,408		2	%
Revenue Per Freight Pound:
U.S.	$	1.48	$	1.44		3	%	$	1.41	$	1.38		2	%
International Priority		2.02		1.75		15	%		1.93		1.54		25	%
International Economy		0.55		0.53		4	%		0.51		0.56		(9	%)
International Airfreight		0.59		0.79		(25	%)		0.65		0.69		(6	%)
Composite Freight Yield	$	1.18	$	1.08		9	%	$	1.10	$	0.99		11	%
Operating Weekdays		65		64		2	%		255		254		—

1 – International Domestic revenue relates to international intra-country operations.

16

FEDEX GROUND SEGMENT FINANCIAL AND OPERATING HIGHLIGHTS

Fourth Quarter Fiscal 2021

(Dollars in millions)

(Unaudited)

	Three Months Ended May 31,									Twelve Months Ended May 31,
	2021			2020			%			2021			2020			%
FINANCIAL HIGHLIGHTS
Revenue	$	8,132		$	6,394			27	%	$	30,496		$	22,733			34	%
Operating Expenses:
Salaries and employee benefits		1,577			1,172			35	%		6,060			4,060			49	%
Purchased transportation		3,602			3,027			19	%		14,126			10,799			31	%
Rentals		307			245			25	%		1,166			989			18	%
Depreciation and amortization		220			204			8	%		843			789			7	%
Fuel		6			4			50	%		21			15			40	%
Maintenance and repairs		140			106			32	%		496			392			27	%
Intercompany charges		504			407			24	%		1,862			1,581			18	%
Other		671			556			21	%		2,729			2,094			30	%
Total Operating Expenses		7,027			5,721			23	%		27,303			20,719			32	%
Operating Income	$	1,105		$	673			64	%	$	3,193		$	2,014			59	%
Operating Margin		13.6	%		10.5	%	3.1 pts				10.5	%		8.9	%	1.6 pts
OPERATING STATISTICS
Operating Weekdays		65			64			2	%		255			254			—
Average Daily Package Volume (000s)		12,050			11,063			9	%		12,272			9,997			23	%
Yield (Revenue Per Package)	$	10.31		$	9.01			14	%	$	9.70		$	8.93			9	%

17

FEDEX FREIGHT SEGMENT FINANCIAL AND OPERATING HIGHLIGHTS

Fourth Quarter Fiscal 2021

(Dollars in millions)

(Unaudited)

	Three Months Ended May 31,									Twelve Months Ended May 31,
	2021			2020			%			2021			2020			%
FINANCIAL HIGHLIGHTS
Revenue	$	2,235		$	1,615			38	%	$	7,833		$	7,102			10	%
Operating Expenses:
Salaries and employee benefits		982			784			25	%		3,666			3,449			6	%
Purchased transportation		245			145			69	%		827			695			19	%
Rentals		57			50			14	%		229			208			10	%
Depreciation and amortization		102			98			4	%		417			381			9	%
Fuel		140			91			54	%		398			476			(16	%)
Maintenance and repairs		63			55			15	%		227			247			(8	%)
Intercompany charges		136			127			7	%		505			516			(2	%)
Other		150			133			13	%		559			550			2	%
Total Operating Expenses		1,875			1,483			26	%		6,828			6,522			5	%
Operating Income	$	360		$	132			173	%	$	1,005		$	580			73	%
Operating Margin		16.1	%		8.2	%	7.9 pts				12.8	%		8.2	%	4.6 pts
OPERATING STATISTICS
Operating Weekdays		65			64			2	%		253			252			—
Average Daily Shipments (000s):
Priority		82.7			63.7			30	%		76.2			72.5			5	%
Economy		34.6			26.6			30	%		32.2			30.5			6	%
Total Average Daily Shipments		117.3			90.3			30	%		108.4			103.0			5	%
Weight Per Shipment (lbs):
Priority		1,105			1,151			(4	%)		1,104			1,146			(4	%)
Economy		982			1,006			(2	%)		987			986			—
Composite Weight Per Shipment		1,069			1,108			(4	%)		1,069			1,098			(3	%)
Revenue/Shipment:
Priority	$	279.51		$	263.12			6	%	$	269.98		$	260.39			4	%
Economy		322.26			308.42			4	%		313.67			301.55			4	%
Composite Revenue/Shipment	$	292.12		$	276.45			6	%	$	282.95		$	272.56			4	%
Revenue/CWT:
Priority	$	25.29		$	22.86			11	%	$	24.45		$	22.73			8	%
Economy		32.83			30.67			7	%		31.80			30.59			4	%
Composite Revenue/CWT	$	27.33		$	24.95			10	%	$	26.46		$	24.82			7	%

18

XML

Document and Entity Information	Jun. 21, 2021
Document And Entity Information [Line Items]
Entity Registrant Name	FEDEX CORP
Amendment Flag	false
Entity Central Index Key	0001048911
Document Type	8-K
Document Period End Date	Jun. 21, 2021
Entity File Number	1-15829
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	62-1721435
Entity Address, Address Line One	942 South Shady Grove Road
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38120
City Area Code	(901)
Local Phone Number	818-7500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.10 per share
Trading Symbol	FDX
Security Exchange Name	NYSE
0.700% Notes Due 2025 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.700% Notes due 2025
Trading Symbol	FDX 25A
Security Exchange Name	NYSE
1.625% Notes Due 2027 [Member]
Document And Entity Information [Line Items]
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Trading Symbol	FDX 27
Security Exchange Name	NYSE
0.450% Notes Due 2029 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.450% Notes due 2029
Trading Symbol	FDX 29A
Security Exchange Name	NYSE
1.300% Notes Due 2031 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.300% Notes due 2031
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Security Exchange Name	NYSE
0.950% Notes Due 2033 [Member]
Document And Entity Information [Line Items]
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Security Exchange Name	NYSE