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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C

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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C QuickLinks-- Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ፤ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED AUGUST 31, 2002, OR ፬ 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 of incorporation) (I.R.S. Employer Identification No.) 942 South Shady Grove Road Memphis, Tennessee 38120 (Address of principal (Zip Code) executive offices) (901) 818-7500 (Registrant's telephone number, including area code) 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 ፬ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock Outstanding Shares at September 30, 2002 Common Stock, par value $.10 per share 298,195,388 FEDEX CORPORATION INDEX PAGE PART I. FINANCIAL INFORMATION ITEM 1: Financial Statements Condensed Consolidated Balance Sheets August 31, 2002 and May 31, 2002 3-4 Condensed Consolidated Statements of Income Three Months Ended August 31, 2002 and 2001 5 Condensed Consolidated Statements of Cash Flows Three Months Ended August 31, 2002 and 2001 6 Notes to Condensed Consolidated Financial Statements 7-14 Independent Accountants' Review Report 15 ITEM 2: Management's Discussion and Analysis of Results of Operations and Financial Condition 16-27 ITEM 3: Quantitative and Qualitative Disclosures About Market Risk 27 ITEM 4: Controls and Procedures 28 PART II. OTHER INFORMATION ITEM 4: Submission of Matters to a Vote of Security Holders 29 ITEM 5: Other Information 29 ITEM 6: Exhibits and Reports on Form 8-K 30 Signature 31 Certifications 32-33 Exhibit Index E-1 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements FEDEX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN MILLIONS) ASSETS August 31, May 31, 2002 2002 (Unaudited) Current Assets: Cash and cash equivalents $ 233 $ 331 Receivables, less allowances of $145 and $147 2,550 2,491 Spare parts, supplies and fuel, less allowances of $96 and $91 234 251 Deferred income taxes 437 469 Prepaid expenses and other 245 123 Total current assets 3,699 3,665 Property and Equipment, at Cost 18,080 17,576 Less accumulated depreciation and amortization 9,558 9,274 Net property and equipment 8,522 8,302 Other Assets: Goodwill 1,063 1,063 Other 719 782 Total other assets 1,782 1,845 $ 14,003 $ 13,812 See accompanying Notes to Condensed Consolidated Financial Statements. 3 FEDEX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN MILLIONS, EXCEPT SHARE DATA) LIABILITIES AND STOCKHOLDERS' INVESTMENT August 31, May 31, 2002 2002 (Unaudited) Current Liabilities: Current portion of long-term debt $ 127 $ 6 Accrued salaries and employee benefits 648 739 Accounts payable 1,089 1,133 Accrued expenses 1,188 1,064 Total current liabilities 3,052 2,942 Long-Term Debt, Less Current Portion 1,775 1,800 Deferred Income Taxes 559 599 Other Liabilities 1,960 1,926 Commitments and Contingencies Common Stockholders' Investment: Common stock, $.10 par value; 800,000,000 shares authorized, 298,573,387 shares issued 30 30 Additional paid-in capital 1,133 1,144 Retained earnings 5,608 5,465 Accumulated other comprehensive income (51) (53) Treasury stock, at cost; deferred compensation and other (63) (41) Total common stockholders' investment 6,657 6,545 $ 14,003 $ 13,812 See accompanying Notes to Condensed Consolidated Financial Statements. 4 FEDEX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) Three Months Ended August 31, 2002 2001 Revenues $ 5,445 $ 5,037 Operating Expenses: Salaries and employee benefits 2,426 2,236 Purchased transportation 518 445 Rentals and landing fees 444 432 Depreciation and amortization 339 336 Fuel 294 290 Maintenance and repairs 371 312 Other 770 751 5,162 4,802 Operating Income 283 235 Other Income (Expense): Interest, net (31) (37) Other, net 3 2 (28) (35) Income Before Income Taxes 255 200 Provision for Income Taxes 97 76 Income Before Cumulative Effect of Change in Accounting Principle 158 124 Cumulative Effect of Change in Accounting for Goodwill, Net of Tax Benefit of $10 — (15) Net Income $ 158 $ 109 Basic earnings per common share: Income before cumulative effect of change in accounting principle $ .53 $ .42 Cumulative effect of change in accounting for goodwill — (.05) Basic earnings per common share $ .53 $ .37 Diluted earnings per common share: Income before cumulative effect of change in accounting principle $ .52 $ .41 Cumulative effect of change in accounting for goodwill — (.05) Diluted earnings per common share $ .52 $ .36 Dividends declared per common share $ .05 $ — See accompanying Notes to Condensed Consolidated Financial Statements. 5 FEDEX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN MILLIONS) Three Months Ended August 31, 2002 2001 Net Cash Provided by Operating Activities $ 481 $ 328 Investing Activities: Capital expenditures (536) (500) Proceeds from dispositions 5 17 Net cash used in investing activities (531) (483) Financing Activities: Principal payments on debt — (20) Proceeds from debt issuances — 154 Proceeds from stock issuances 8 10 Dividends paid (15) — Purchase of treasury stock (41) — Net cash (used in) provided by financing activities (48) 144 Net decrease in cash and cash equivalents (98) (11) Cash and cash equivalents at beginning of period 331 121 Cash and cash equivalents at end of period $ 233 $ 110 See accompanying Notes to Condensed Consolidated Financial Statements. 6 FEDEX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) Summary of Significant Accounting Policies These interim financial statements of FedEx Corporation ("FedEx") have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X, and should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2002. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) necessary to present fairly our consolidated financial position as of August 31, 2002 and the consolidated results of our operations and cash flows for the three-month periods ended August 31, 2002 and 2001. Operating results for the three-month period ended August 31, 2002 are not necessarily indicative of the results that may be expected for the year ending May 31, 2003. Except as otherwise indicated, references to years mean our fiscal year ending May 31, 2003 or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year. Certain of our long-term debt is guaranteed by our subsidiaries. The guarantees are full and unconditional, joint and several, and any subsidiaries that are not guarantors are minor as defined by Securities and Exchange Commission ("SEC") regulations. FedEx, as the parent company issuer of this debt, has no independent assets or operations. There are no significant restrictions on our ability or the ability of any guarantor to obtain funds from its subsidiaries by such means as a dividend or loan. The Emerging Issues Task Force ("EITF") issued EITF 01-10, "Accounting for the Impact of the Terrorist Attacks of September 11, 2001" in September 2001 to establish accounting for the impact of the terrorist attacks of September 11, 2001. Under EITF 01-10, federal assistance provided to air carriers in the form of direct compensation from the U.S. government under the Air Transportation Safety and System Stabilization Act (the "Act") should be recognized when the related losses are incurred and compensation under the Act is probable. During the second and third quarters of 2002, we recognized $119 million of compensation under the Act. To date $101 million of this compensation has been received. While we believe we have complied with all aspects of the Act and that it is probable we will ultimately receive the remaining $18 million, compensation recognized is subject to audit and interpretation by the Department of Transportation ("DOT"). We cannot be assured of the ultimate outcome of such interpretations, but it is reasonably possible that a material reduction to the amount of compensation recognized by us under the Act could occur. Effective June 1, 2002, we early adopted Statement of Financial Accounting Standards No. ("SFAS") 143, "Accounting for Asset Retirement Obligations." This statement addresses the diverse accounting practices for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of this statement did not have a material effect on our financial position or results of operations. Effective June 1, 2002, we adopted SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and provides a single accounting model for the disposal of long-lived assets from continuing and discontinued operations. The adoption of this statement did not have a material effect on our financial position or results of operations. 7 In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
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