SC 13G/A 1 fedexcorp.txt FEDEX CORP. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.: 3 )* Name of issuer: FedEx Corp. Title of Class of Securities: Common CUSIP Number: 31428X106 Date of Event Which Requires Filing of this Statement: December 31, 2002 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following page(s)) PAGE 1 OF 4 PAGES 13G CUSIP No.: 31428X106 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard PRIMECAP Fund 2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP A. B. X --------------------- 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Delaware (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER 15,096,000 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 15,096,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,096,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.06 12. TYPE OF REPORTING PERSON IV PAGE 2 OF 4 PAGES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G UNDER THE SECURITIES ACT OF 1934 ---------- Check the following [line] if a fee is being paid with this statement n/a Item 1(a) - Name of Issuer: FedEx Corp. Item 1(b) - Address of Issuer's Principal Executive Offices: 6075 Poplar Avenue, Memphis, TN 38119 Item 2(a) - Name of Person Filing: Vanguard PRIMECAP Fund Item 2(b) - Address of Principal Business Office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355 Item 2(c) - Citizenship: The fund is a business trust organized under the laws of the Commonwealth of Delaware. Item 2(d) - Title of Class of Securities: Common Item 2(e) - CUSIP Number 31428X106 Item 3 - Type of Filing: This statement is being filed pursuant to Rule 13d-1. The person filing is an investment company registered under Section 8 of the Investment Company Act. Item 4 - Ownership: (a) Amount Beneficially Owned: 15,096,000 (b) Percent of Class: 5.06 PAGE 3 OF 4 PAGES (c) Number of shares as to which such person has: (i) sole power to vote or direct to vote: 15,096,000 (ii) shared power to vote or direct to vote: -0- (iii) sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- Item 5 - Ownership of Five Percent or Less of a Class: Not applicable Item 6 - Ownership of More Than Five Percent on Behalf of Another Person: Not applicable Item 7 - Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company: Not applicable Item 8 - Identification and Classification of Members of Group: Not applicable Item 9 - Notice of Dissolution of Group: Not applicable Item 10 - Certification: By signing below I certify than, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE 2-14-2003 BY /S/ JOSEPH F. DIETRICK --------------- ------------------------------- JOSEPH F. DIETRICK PAGE 4 OF 4 PAGE