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, 2017. 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 (I.R.S. Employer Incorporation or Organization) 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 Rule 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, 2016, was approximately $47.2 billion. The Registrant has no non-voting stock. As of July 13, 2017, 268,257,434 s hares 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 2017 annual meeting of stockholders to be held on September 25, 2017 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 19 ITEM 1B. Unresolved Staff Comments 20 ITEM 2. Properties 20 ITEM 3. Legal Proceedings 22 ITEM 4. Mine Safety Disclosures 23 Executive Officers of the Registrant 24 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 ITEM 6. Selected Financial Data 27 ITEM 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition 27 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 27 ITEM 8. Financial Statements and Supplementary Data 27 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 27 ITEM 9A. Controls and Procedures 27 ITEM 9B. Other Information 27 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 28 ITEM 11. Executive Compensation 28 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 28 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 28 ITEM 14. Principal Accountant Fees and Services 28 PART IV ITEM 15. Exhibits, Financial Statement Schedules 29 ITEM 16. Form 10-K Summary 29 FINANCIAL SECTION Table of Contents 32 Management’s Discussion and Analysis 33 Consolidated Financial Statements 81 Other Financial Information 126 - 1 - EXHIBITS Exhibit Index E-14 Exhibit 10.40 Exhibit 10.129 Exhibit 10.130 Exhibit 10.131 Exhibit 10.140 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 - 2 - PART I ITEM 1. BUSINESS Overview FedEx Corporation (“FedEx”) was incorporated in Delaware on October 2, 1997 to serve as the parent holding company and provide strategic direction to the FedEx portfolio of companies. FedEx provides a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. These companies are included in the following business segments: • FedEx Express : Federal Express Corporation (“FedEx Express”) is the world’s largest express transportation company, offering time-definite delivery to more than 220 countries and territories, connecting markets that comprise more than 99% of the world’s gross domestic product. The FedEx Express segment also includes FedEx Trade Networks, Inc. (“FedEx Trade Networks”), which provides international trade services, specializing in customs brokerage and global ocean and air freight forwarding, and FedEx CrossBorder, LLC (“FedEx Cross Border”), which provides e-commerce technologies that enable international transactions for e-tailers and consumers worldwide. During 2017, we announced that effective June 1, 2017 products and solutions offered by FedEx SupplyChain Systems, Inc. (“FedEx SupplyChain Systems”) would be combined with similar offerings within FedEx Custom Critical, Inc. (“FedEx Custom Critical”), FedEx Express and FedEx Supply Chain Distribution System, Inc. (“FedEx Supply Chain”), formerly GENCO Distribution System, Inc. (“GENCO”). • TNT Express : Acquired near the end of our 2016 fourth quarter, TNT Express B.V. (“TNT Express”) is an international express transportation, small-package ground delivery and freight transportation company. TNT Express services are primarily classified by the speed, distance, weight and size of consignments. While a majority of its shipments are between businesses, TNT Express also offers business-to-consumer services to select key customers. TNT Express provides road and air delivery services in Europe, the Middle East and Africa, Asia-Pacific and the Americas. • FedEx Ground : FedEx Ground Package System, Inc. (“FedEx Ground”) is a leading North American provider of small-package ground delivery services. FedEx Ground provides low-cost, day-certain service to any business address in the U.S. and Canada, as well as residential delivery to 100% of U.S. residences through its FedEx Home Delivery service. FedEx SmartPost is a FedEx Ground service that specializes in the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages primarily using the U.S. Postal Service (“USPS”) for final delivery to residences. The FedEx Ground segment also includes FedEx Supply Chain, which provides integrated supply chain management solutions. • FedEx Freight : FedEx Freight, Inc. (“FedEx Freight”) is a leading U.S. provider of less-than-truckload (“LTL”) freight services across all lengths of haul, offering: FedEx Freight Priority, when speed is critical to meet a customer’s supply chain needs; and FedEx Freight Economy, when a customer can trade time for cost savings. The FedEx Freight segment also offers freight delivery service to most points in Canada, Mexico, Puerto Rico and the U.S. Virgin Islands, and includes FedEx Custom Critical, a leading North American provider of time-specific, critical shipment services. • FedEx Services : FedEx Corporate Services, Inc. (“FedEx Services”) provides sales, marketing, information technology, communications, customer service, technical support, billing and collections services for U.S. customers of