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    FedEx Corporation 2001 Annual Report

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    FedEx Corporation Time-definite, global express package and freight delivery Small-package ground services, including FedEx Home Delivery Regional less-than- truckload freight services Exclusive-use, expedited, door-to-door delivery Consolidated sales, Customs brokerage and marketing and trade facilitation solutions technology support Only FedEx could create an industry, then 28 years later, grow into so much more than an “overnight” success. Today, only FedEx offers dedicated networks for express, ground, freight, expedited delivery and unique trade services – when customers need greater choice and flexibility in managing their supply chains. Only FedEx delivers industry-leading, on-time service levels – when time is literally money. Only FedEx provides the right level of information intensity – when information about the package is still as important as delivery of the package itself. In FY01, only FedEx had the vision to acquire American Freightways – one of the nation’s premier regional, less- than-truckload freight carriers. With the acquisition, we formed FedEx Freight to oversee both American Freightways and Viking Freight. During a period of challenge and change, only FedEx remains focused on a unique business model – to operate each company independently, focused on the distinct needs of each customer segment, but also to compete collectively, leveraging our greatest strengths, the power of the FedEx brand and information technology. That’s why FedEx continues to deliver value for our shareowners, meaningful solutions for our customers and continued opportunity for our employees. 1. Financial Highlights 2. Message from the CEO 6. Message from the CFO 7. Financial Information 35. Directors 36. Officers 37. Corporate Information

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    FINANCIAL HIGHLIGHTS In thousands, except earnings per share 2001 2000 Percent Change OPERATING RESULTS Revenues $19,629,040 $18,256,945 + 8 Operating income 1,070,890 1,221,074 –12 Operating margin 5.5% 6.7% Net income 584,371 688,336 –15 Earnings per share, assuming dilution $ 1.99 $ 2.32 –14 Earnings per share, excluding nonrecurring items, assuming dilution(1) $ 2.26 $ 2.32 – 3 Cash earnings per share, assuming dilution(2) $ 6.34 $ 6.22 + 2 Average common and common equivalent shares 293,179 296,326 – 1 EBITDA(3) $ 2,347,300 $ 2,398,663 – 2 Capital expenditures(4) $ 1,893,384 $ 1,991,600 – 5 FINANCIAL POSITION Total assets $13,340,012 $11,527,111 +16 Long-term debt 2,121,511 1,782,790 +19 Common stockholders’ investment 5,900,420 4,785,243 +23 (1) Nonrecurring items include primarily noncash charges of $124 million ($78 million after tax or $0.27 per diluted share) associated with the curtailing of certain aircraft modification and development programs and reorganizing operations at FedEx Supply Chain Services, Inc. (2) Net income plus depreciation and amortization divided by average common equivalent shares. (3) Represents earnings before interest, taxes, depreciation and amortization. (4) Represents actual cash expenditures plus the equivalent amount of cash that would have been expended for the acquisition of assets (principally aircraft), whose use was obtained through long-term operating leases entered into during the period. REVENUES (in billions) EARNINGS PER SHARE RETURN ON AVERAGE EQUITY $19.6 $2.32 14.6% 14.6% $18.3 $2.10 13.5% $16.8 $1.99 $15.9 $1.69 10.9% 98 99 00 01 98 99 00 01 98 99 00 01 CAPITAL EXPENDITURES DEBT TO TOTAL EBITDA (in billions) (3) (in billions)(4) CAPITALIZATION $2.4 $2.3 $2.3 $2.3 29.3% $2.2 27.1% 26.4% $2.0 $2.0 $1.9 22.8% 98 99 00 01 98 99 00 01 98 99 00 01 1

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    MESSAGE FROM THE CEO DEAR FELLOW SHAREOWNERS, • Earnings per share of $1.99 included a first-half contribution of $1.25, up 15% over the prior year. The second-half contribution The current economic downturn hit almost without warning, declined 39% causing EPS to fall 14% for the full year. leading experts from Wall Street to Main Street to search for easy explanations. But, at FedEx, we know that a time of great chal- The question is clear: What happened between the first and sec- lenge is also a time of great opportunity, a time to step back and ond half? Certainly, the second-half numbers include one-time take a look at the larger perspective. charges associated with curtailing certain aircraft modification and development programs and reorganizing operations at FedEx In any annual report, the consolidated financial results capture Supply Chain Services. But larger issues are also at play. just one snapshot in time. But there’s a larger FedEx picture here for fiscal year 2001 – a picture of solid first-half revenue growth, Slowing Consumer Demand improved cash flows and effective yield management. Historically, times of economic slowdown can be traced to a fun- FY01 Financial Results damental imbalance between supply and demand. Our current economic situation is no exception. To view this big picture, look behind the numbers for the full year ended May 31, 2001, and examine the breakdowns for the first After strong growth in consumer demand over a number of years – and second half: particularly the demand for high-tech goods – many companies ramped up supply only to discover that demand had dropped • Annual revenue increased 8% to a record $19.6 billion, fueled by sharply. In some cases, faulty business models collapsed entirely. first-half revenue growth of 9%. Second-half revenue was also But the result was historically familiar – inventory oversupply led above year-ago levels, but grew at a slower 6% pace. to increased obsolescence. For FedEx companies, that translated • Net income decreased 15% to $584 million for the year, despite to softer demand for transportation and, specifically, for express a first-half increase of 10%. In the second half, net income transportation tied to the high-tech and durable goods sectors. dropped 38%. June 5 Aug 28 Nov 12 FedEx Corp. relaunches FedEx Express boosts global FedEx Corp. agrees to acquire fedex.com to integrate express network with new Europe and American Freightways, which and ground functionality. Asia connections. will be teamed with Viking Freight to form FedEx Freight. 2000 July 8 July 31 Sept 12 Sept 18 FedEx Express and FedEx Home FedEx Custom Critical FedEx Express signs a FedEx Ground opens Delivery make e-commerce history acquires Passport European operational Northeast Super Hub in with first-day delivery of 250,000 Transport. agreement with La Poste. Woodbridge, N.J. Harry Potter books for Amazon.com. 2

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    In the second half of this fiscal year, the U.S. economy fell harder pricing as well as customer and product mix. In addition, we than we expected, and the domestic downturn had a ripple deferred or cut capital spending and imposed very diligent inter- effect on select international markets, particularly Asia, which nal cost controls on travel, entertainment, outside services, new is heavily integrated into U.S. high-tech manufacturing. hires and other discretionary spending. Given the slowdown in volume, we began to “right-size” our transportation networks, It was a wild ride on the economic pendulum, swinging from the making sure that we don’t carry excess capacity any more than promise of the new Digital Economy back to an Industrial Economy our customers carry obsolete inventory. in a cyclical correction. Now, we find that pendulum moving back toward the center as excess is wrung out of the inventory buildup All the while, we remained focused on the five growth strategies of last year and as manufacturers begin to come back into balance. that we presented to employees beginning in September 2000: The shakeout in the “dot-com” sector and the rationalization of • Grow our core transportation business. a number of overbuilt sectors seem largely behind us now. • Grow internationally. • Grow our logistics and supply chain offerings. When the economy picks up – hopefully sooner rather than later – • Grow through e-commerce. FedEx customers can take advantage of the upturn by selecting • Grow through new services or alliances. the right mode of transportation with the right level of informa- tion intensity. By better managing both the supply chain and the It may sound incongruous to be focused on growth during an eco- demand cycle, we can all manage our way back to growth in a nomic decline, but our real challenge is to respond to temporary healthy economy. market corrections without sacrificing long-term opportunity. One year of soft results will not change our commitment to growth or A Fiscally Responsible FedEx deter us from our goals – improving EPS by 10% to 15% per year, increasing cash flow, improving margins and increasing our return How did FedEx continue to increase revenue and yields in this on capital. In this regard, we will continue to manage our revenue difficult economy? With prudent financial management through based not just on volume but on yield as well. Jan 10 Feb 26 Apr 2 FedEx Express enters into two FedEx Express extends FedEx Express initiates an landmark service agreements shipping times for customers additional China frequency, for with the U.S. Postal Service. in many major markets with a total of 11 weekly flights. its FedEx Extra HoursSM service. 2001 Jan 16 Feb 6 Mar 23 Apr 18 FedEx Express announces plan FedEx Ground extends FedEx FedEx Ground awarded ISO FedEx Ground, American to become a launch customer for Home Delivery coverage to 9002 registration, joining FedEx Freightways and Viking Airbus A380-800F. 70% of the U.S. population. Express and FedEx Services as Freight win NASSTRAC’s a bearer of the worldwide ISO Carrier of the Year Award for quality standard. their respective markets. 3

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    The Diversified FedEx Portfolio These landmark public-private agreements create a winning busi- ness alliance. The Postal Service wins with access to reliable, Perhaps the most significant difference in our response to this consolidated air transportation service. FedEx was the only economic slowdown versus the 1990–91 recession is a simple transportation company with the capacity and expertise to make fact: FedEx is not the same company we were then. In 1991, we that happen. FedEx wins by generating an estimated $7 billion in were a $7.7 billion business focused exclusively on express trans- revenue over the life of the seven-year contract. And the American portation. Our international network was incomplete. While we public wins with greater choice, flexibility and convenience for had made significant investments in technology, the Internet as their shipping needs. we know it did not exist. Today, FedEx has expanded and diversified its portfolio to com- Superior FedEx Technology pete across a wide spectrum of the transportation market. FedEx One interesting byproduct of the Postal Service business alliance offers the broadest range of transportation, logistics and infor- is the advanced technology that will allow FedEx to scan and mation services of any company, anywhere – express, ground, read postal bar codes. It’s in keeping with our customer-focused freight and even expedited delivery. And we’ve leveraged the technology – helping our customers link seamlessly to the FedEx strength of that portfolio over the past year. system and use information to help manage their business. When U.S. demand for FedEx Express transportation began to The FedEx Web site (fedex.com) is one of the most renowned and wane in the second half of last year, the FedEx Ground business easiest to use, and we have continued to enhance our leading- continued to grow. In February, we completed the acquisition of edge, Internet technology. This year alone, we relaunched the American Freightways and created FedEx Freight, which over- site to integrate express and ground functionality, introduced a sees our regional less-than-truckload freight services, including powerful suite of international shipping tools called FedEx Global Viking Freight in the western United States. No competitor can Trade ManagerSM, opened the online market to small- and match the scope and breadth of our transportation services in medium-sized businesses with FedEx eCommerce Builder, and general and our freight offering in particular. announced the development of FedEx InSightSM to enhance ship- Our FY01 performance, even during tough economic times, con- ment visibility and control for select customers. firms that the FedEx philosophy of operating independently and For over two decades, FedEx has been the industry leader in cus- competing collectively is working, particularly the adjustments tomer automation, and now we’re moving from the desktop to the we made in January 2000, when we rebranded our major operat- wireless environment. FedEx was the first transportation com- ing companies and reorganized to better meet customer needs. pany to be listed on the AT&T Digital PocketNet Service, and in It’s clear now that our customers are responding positively to the coming months we plan to expand our wireless capabilities to these strategic changes. improve service and productivity. Strong Customer Relationships As we’ve been saying since the late 1970s, the information about a package is just as important as the delivery of the package When the Smithsonian Institution’s National Zoological Park itself. That’s why FedEx is dedicated to integrated transportation needed reliable delivery of two pandas from China, FedEx was the and information services – so we can deliver meaningful solu- obvious choice. When Ford Motor Company needed around-the- tions for customers in today’s complex business environment. clock, critical-parts support for its commercial truck customers, FedEx won the business. Wal-Mart, Compaq, General Motors and Unsurpassed Global Reach other valued customers have recently honored FedEx companies as “carrier of the year.” FedEx entered this economic slowdown as a strong, diversified company – and we will come out even stronger. After all, we In January, we announced major new service agreements emerged from the 1998–99 “Asian Flu” as the leader in Hong Kong, between FedEx and the U.S. Postal Service. In one agreement, Japan, Taiwan and Malaysia, in addition to our long-standing FedEx Express agreed to provide air transportation for certain No. 1 position in China, where we currently serve 190 cities with Postal Service products, beginning in August 2001. The U.S. Postal 11 weekly flights. Service also agreed to the placement of FedEx Drop Boxes outside U.S. Post Offices nationwide, beginning in March 2001. Our two strongest international regions – Asia-Pacific and Europe – continued their growth trends during FY01. In Europe, 4

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    annual volume growth of 24% held virtually steady from first half The FedEx physical network provides unsurpassed global reach, to second half. In Asia, however, the economic slowdown was serving 211 countries with the most reliable service in the industry. apparent with 21% volume growth in the first half, slowing to just The FedEx technology network enables real-time information to 3% growth in the second half for an overall 12% annual growth help customers manage supply and demand on a global scale. rate. But, to stay focused on the larger picture, remember that the operative word internationally is “growth” – and it continues to And, on a personal note, let me add that FedEx has the best surpass U.S. domestic volume gains. human network anywhere – a culture long recognized as a great place to work with a passion for customer service. When I faced As we focus on maximizing our global network and moving our heart bypass surgery in late November, I knew that this company product mix more toward higher-yielding FedEx International would continue under the leadership of the strongest manage- Priority® shipments, we are also looking ahead to future inter- ment team we’ve ever fielded – and that more than 215,000 employ- national needs. In January, FedEx Express announced it intends ees and contractors all around the world would always rise to any to acquire the Airbus A380-800F high-capacity, long-range air- challenge. I’d like to say, once more, a public “thank you” for the craft, taking delivery beginning in 2008. The A380 will be capable overwhelming support that hastened my complete recovery. of flying directly between Asia, Europe and U.S. hubs with nearly twice the payload of current MD11 aircraft. Also in FY01, we It’s all about perspective. In a year when others faltered, FedEx added our first converted MD10s to the domestic system, with increased revenue, improved yield-per-package and generated a modifications to enhance mechanical reliability and to reconfig- return for our shareowners. As soon as the imbalance of supply ure the cockpit for two crew members instead of three. Both and demand rights itself, FedEx will leverage the strength of our changes will help us run our global air system more efficiently global family of companies – and the strength of our customer while maintaining superior, on-time service for our customers. relationships – not just to resume our own record of profitable growth, but to help restore growth for our customers. What Happens Next? Over the years, we have carefully diversified across global regions and across transportation sectors to create a strong and growing FedEx. If there’s a secret to our success, it lies in our bal- Frederick W. Smith anced physical, information and human networks. Chairman, President and Chief Executive Officer 5

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    MESSAGE FROM THE CFO FedEx Corporation’s financial performance improved significantly Capital Discipline during the first half of fiscal year 2001 as our new go-to-market For the third year in a row, we managed to lower our capital strategies generated volume and yield growth at FedEx Express expenditures as both a percentage of revenue and on an and FedEx Ground. The second half of the year was more finan- absolute basis, while at the same time expanding our network cially challenging, however, as our package business was and improving service. Because of the sluggish growth of the severely impacted by a rapidly slowing economy, particularly in economy this past year, we thoroughly reviewed our long-term the high-tech and durable goods sectors. Despite these adverse capacity needs. As a result, we adjusted our aircraft programs to economic conditions, we made considerable progress toward better match capacity to customer demand as well as maximize our financial goal of becoming cash flow positive. In fact, exclud- profitability now and in the future. ing the costs associated with our acquisition of American Freightways, we attained net cash flow positive status last year The outlook for FY02 is certainly challenging, but we will con- as we pursued the following strategies: tinue our efforts to penetrate the small- and medium-sized customer base, develop our new alliance with the U.S. Postal Portfolio Expansion Service, expand our FedEx Home Delivery service and promote our new FedEx Freight network. All the while, we will remain The acquisition of American Freightways and the formation of focused on cost containment and capital expenditure discipline FedEx Freight expanded and enhanced our already formidable in order to achieve positive cash flow. With the unmatched serv- arsenal of supply chain solutions. Teamed with Viking Freight, ice of dedicated employees and contractors worldwide, we will the largest Western regional less-than-truckload carrier, continue to successfully overcome the challenges of today’s envi- American Freightways provides the perfect extension of our ronment and position our company for future growth and superior increasingly popular less-than-truckload offering to virtually all margins, returns and cash flows as the economy recovers. U.S. ZIP codes. Yield Improvement We continued to execute good yield management strategies in Alan B. Graf, Jr. FY01 even with a weakening economy and a slowdown in volume Executive Vice President and Chief Financial Officer growth. Package and freight yields improved as we continued to manage our rate levels, customer diversity and volume and freight mix. Since our yields, especially at FedEx Express, are not quite as high as our primary competitor, we still have substantial opportunity to leverage our industry-leading service offerings and powerful and trusted brand to grow yields, revenues and margins as the economy improves. Cost Containment We are proud that we were able to contain costs last year while still providing the best service in the industry. Cost reduction programs included a freeze on most hiring, substantially reduc- ing bonus incentive compensation related to profitability and a comprehensive reduction in discretionary expenses at all operating companies. These steps will remain in place until our profitability returns to acceptable levels. 6

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    MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS As a result of sharply lower domestic volumes at FedEx Express in the second half of 2001 and lowered growth forecasts, man- CONSOLIDATED RESULTS agement committed to eliminate certain excess aircraft capacity related to our MD10 program. The MD10 program upgrades and The following table compares revenues, operating income, net modifies our older DC10 aircraft to make them more compatible income and earnings per diluted share (in millions, except for per with our newer MD11 aircraft. By curtailing the MD10 program, share amounts) for the fiscal years ended May 31: we will avoid approximately $1.1 billion of future capital expendi- Percent Change tures over the next seven years. In addition, due to the bank- 2001/ 2000/ 2001 2000 1999 2000 1999 ruptcy of Ayres Corporation, we expensed deposits and related Revenues $19,629 $18,257 $16,773 + 8 + 9 items in connection with the Ayres ALM 200 aircraft program. We Operating income 1,071 1,221 1,163 –12 + 5 also took actions to reorganize our FedEx Supply Chain Services Net income 584 688 631 –15 + 9 subsidiary to eliminate certain unprofitable, nonstrategic logistics Earnings per diluted share 1.99 2.32 2.10 –14 +10 business and reduce its overhead. Following is a summary of these principally noncash charges (in millions) taken in the fourth Our results for 2001 reflect strong performance for the first half of quarter of 2001: the year, which was more than offset by the effects of weakened economic conditions in the second half of the year. Operating Impairment of certain assets related to the MD10 aircraft program $ 93 results for 2001 also reflect charges of $124 million ($78 million Strategic realignment of logistics subsidiary 22 after tax or $0.27 per diluted share) primarily related to noncash Ayres program 9 Total $124 asset impairment charges at FedEx Express. Revenue growth in 2001 included, among other things, the effects In addition to the actions described above, we took other meas- of the acquisition of American Freightways, which added approxi- ures during 2001, such as reducing variable compensation pro- mately $630 million to 2001 revenues. Excluding the effects of grams, limiting staffing additions and lowering discretionary business acquisitions in both years, revenues increased 3% for spending, in an effort to better match our cost structure and 2001. This increase is largely due to the continued revenue capacity to current business volumes. growth of FedEx Express International Priority (IP) packages, Excluding the above charges and the effect of business acquisi- although at a lower rate than that experienced in 2000. Despite tions, operating income decreased 5% in 2001. Incremental the negative economic effects on demand in the last half of the losses from the continued expansion of our FedEx Ground Home year, double-digit volume growth rates during 2001 were experi- Delivery service negatively affected operating income by $34 mil- enced in the European and Asian markets. U.S. domestic package lion in 2001. volume at FedEx Express declined slightly from 2000. Volume growth was slightly higher than 2000 at FedEx Ground, as this Operating results also reflect the continuing implementation subsidiary continued to grow its core business and expand its of the rebranding and reorganization initiatives begun in 2000. FedEx Home Delivery service offering. The sales, marketing and most of the information technology functions of our two largest subsidiaries are now centralized in Effective February 1, 2001, FedEx Express implemented list rate FedEx Services. We have substantially completed the expansion increases averaging 4.9% for shipments within the U.S. and 2.9% and retraining of our sales force, but continue to incur costs for U.S. export shipments. FedEx Ground also implemented a list associated with the retooling of our automation systems and rate increase of 3.1% on February 5, 2001. Increased product rev- vehicle and facilities rebranding. These costs were approximately enue per package (yield) for 2001 for most services included the $26 million for 2001. effects of these rate increases, the effects of fuel surcharges and other yield-management strategies, including a sales focus on Increased fuel prices negatively impacted year-over-year higher yielding business. These revenue increases were partially expenses by approximately $160 million for 2001, net of the effects offset by a decrease in other revenues, primarily decreased sales of jet fuel hedging contracts. In response to higher fuel costs, of engine noise reduction kits (hushkits) at FedEx Express. fuel surcharges have been implemented at all of our transpor- tation subsidiaries, including a 1.25% fuel surcharge that was 7

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    Management’s Discussion and Analysis implemented at FedEx Ground on August 7, 2000 and a 4% fuel and improve financial returns. FedEx Home Delivery also was surcharge, implemented in 2000, that was in place at FedEx launched in March 2000. The rebranding and reorganization actions Express throughout 2001. These surcharges offset the impact of and FedEx Home Delivery negatively affected 2000 operating higher fuel costs in 2001. income by approximately $21 million and $19 million, respectively. We received approximately $92 million in 2001 under jet fuel hedg- Operating results for 1999 included $81 million in operating ing contracts. Due to slightly moderating fuel prices and the con- expenses associated with strike contingency planning during tinuation of our fuel surcharge program, we effectively closed contract negotiations between FedEx Express and the Fedex our hedge positions by entering into offsetting jet fuel hedging Pilots Association (“FPA”). To avoid service interruptions related contracts during the fourth quarter of 2001. We may, however, to a threatened strike, we began strike contingency planning, enter into jet fuel hedging contracts in the future. including entering into agreements for additional third-party air and ground transportation and establishing special financing During 2001, we formed a new segment specializing in the arrangements. Negotiations with the FPA ultimately resulted in a regional less-than-truckload (“LTL”) ground transportation of five-year collective bargaining agreement that took effect on freight. FedEx Freight was formed in the third quarter of 2001 in May 31, 1999. connection with the acquisition of American Freightways. The acquisition was accounted for as a purchase and resulted in the Other Income and Expense and Income Taxes recognition of approximately $600 million in goodwill. FedEx For 2001, net interest expense increased 36% due to higher bor- Freight also includes Viking. The acquisition of American rowings that were primarily incurred as a result of the prior year Freightways was slightly accretive to 2001 earnings per diluted stock repurchase program and additional debt incurred for the share. For further information regarding the acquisition, see American Freightways acquisition. Net interest expense “Liquidity” and Note 2 to our financial statements. increased 8% for 2000, due to higher average debt levels, pri- Our compensation programs include substantial cash incentive marily incurred as a result of our stock repurchase program, busi- plans, which are based on financial and operating performance. ness acquisitions and bond redemptions. Results for 2001 included a reduction in operating costs related Other, net in 2000 included gains of approximately $12 million from to such plans. Costs for pension and postretirement benefit pro- an insurance settlement for a destroyed MD11 aircraft and grams were approximately $70 million lower, due principally to approximately $11 million from the sale of securities. higher discount rates and improved asset performance in 2000. Our effective tax rate was 37.0% in 2001, 39.5% in 2000 and 40.5% As expected, operating profit from the sale of hushkits declined in 1999. The 37.0% effective tax rate in 2001 was lower than the $40 million in 2001 to $8 million, following a decline of $50 million 2000 effective rate primarily due to the utilization of excess for- in 2000. eign tax credits. Generally, the effective tax rate exceeds the For 2000, operating results reflected strong international volume statutory U.S. federal tax rate because of state income taxes and and yield growth. However, U.S. domestic package volume growth other factors as identified in Note 9 to our financial statements. was below that experienced in 1999. Significantly higher fuel For 2002, we expect the effective tax rate to be in the approximate prices resulted in an increase in fuel expense of $273 million, net range of 38.0% to 39.0%. of $18 million received under jet fuel hedging contracts. On Outlook February 1, 2000, management implemented a 3% fuel surcharge at FedEx Express in response to the higher fuel costs. Effective Although management believes that the current economic down- April 1, 2000, the surcharge was increased to 4%. In the last half of turn is largely cyclical, we expect it to persist at least through the 2000, we began the major rebranding and reorganization initiative first half of 2002. We plan to align capital spending with operating of centralizing certain functions in order to enhance revenue growth 8

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    FedEx Corporation cash flow, continue strict controls over discretionary spending Recent Accounting Pronouncements and implement other measures to reduce commitments for lift We adopted Statement of Financial Accounting Standards capacity in excess of our needs (see “FedEx Express – Outlook”). No. (“SFAS”) 133, “Accounting for Derivative Instruments and Cash incentive programs for 2002 have been substantially Hedging Activities” (as amended by SFAS 137 and SFAS 138) at reduced for most employees, including all members of senior the beginning of 2002. The adoption of this Statement will not management, and these programs will begin to pay out only if we have a material effect on our financial position or results of oper- exceed our 2002 financial targets. However, anticipated reduc- ations for 2002. Because of our previously mentioned fourth quar- tions in 2002 incentive costs are expected to be offset by higher ter 2001 actions regarding jet fuel hedging contracts, none of the pension expense resulting from changes in discount rates and jet fuel hedging contracts held at May 31, 2001 qualify for hedge unrealized market declines in pension assets. accounting treatment. However, our usual jet fuel hedging pro- gram does qualify for cash flow hedge accounting treatment Despite the near-term economic outlook, we continue to believe under which changes in the fair market value of these contracts that we are well positioned for long-term growth. In January 2001, are recorded to Accumulated Other Comprehensive Income. FedEx Express entered into a business alliance with the U.S. Postal Service, which is expected to generate revenue of approx- During July 2001, SFAS 142, “Goodwill and Other Intangible imately $7 billion over seven years and is consistent with our Assets” was issued by the Financial Accounting Standards goals of improving margins, cash flows and returns. The alliance Board. Under SFAS 142, goodwill amortization ceases when the consists of two service agreements. In the first nonexclusive new standard is adopted. The new rules also require an initial agreement, FedEx Express will install drop boxes at U.S. Post goodwill impairment assessment in the year of adoption and Offices, and in the second agreement, FedEx Express will provide annual impairment tests thereafter. We are permitted under the airport-to-airport transportation of Priority, Express and First rules to adopt this Statement effective June 1, 2001 or defer Class Mail. On June 18, 2001, we officially launched the national adoption until June 1, 2002. Once adopted, goodwill amortization rollout of FedEx Drop Boxes at post offices throughout the coun- of approximately $36 million on an annualized basis will cease. try, implementing the first of these service agreements. FedEx We have not yet determined if any impairment charges will result Express is scheduled to begin the agreement for air transporta- from the adoption of this Statement. At this time, we anticipate tion in late August 2001. In 2002, we will also continue the busi- the adoption of these rules, effective as of June 1, 2001. ness alliance in Europe with La Poste, established in 2001. REPORTABLE SEGMENTS The acquisition of American Freightways substantially enhanced our overall transportation portfolio by enabling us to offer a The formation of FedEx Services, effective June 1, 2000, changed regional LTL service virtually everywhere in the United States. the way certain costs are captured and allocated between our During 2002, we will focus on increasing volumes and yields in operating segments. For example, salaries, wages and benefits, our core high-quality next- and second-day regional freight serv- depreciation and other costs for the sales, marketing and infor- ices. In addition, we will continue to expand our FedEx Home mation technology departments previously incurred at FedEx Delivery network and will continue to pursue new service and Express and FedEx Ground are now allocated to these operating business opportunities, such as those mentioned above, in sup- segments and are included in the line item “Intercompany port of our long-term growth goals. charges” on the accompanying financial summaries of our reportable segments. Consequently, certain segment expense Actual results for 2002 will depend upon a number of factors, data presented is not comparable to prior periods. We believe the including the extent and duration of the current economic down- total amounts allocated to the business segments reasonably turn, our ability to match capacity with volume levels and our abil- reflect the cost of providing such services. ity to effectively implement our new service and growth initiatives. See “Forward-Looking Statements” for a more complete descrip- tion of potential risks and uncertainties that could affect our future performance. 9

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    Management’s Discussion and Analysis FEDEX EXPRESS The following table compares revenues and operating income (in millions) and selected statistics (in thousands, except dollar amounts) for the years ended May 31: Percent Change Percent Change 2001/ 2000/ 2001/ 2000/ 2001 2000(1) 1999(1) 2000 1999 2001 2000 1999 2000 1999 Revenues: Package: Package: Average daily packages: U.S. overnight box(2) $ 5,830 $ 5,684 $ 5,409 + 3 + 5 U.S. overnight box 1,264 1,249 1,207 + 1 + 3 U.S. overnight envelope(3) 1,871 1,854 1,776 + 1 + 4 U.S. overnight envelope 757 771 750 – 2 + 3 U.S. deferred 2,492 2,428 2,271 + 3 + 7 U.S. deferred 899 916 894 – 2 + 3 Total domestic Total domestic package revenue 10,193 9,966 9,456 + 2 + 5 packages 2,920 2,936 2,851 – 1 + 3 International Priority (IP) 3,940 3,552 3,019 +11 +18 IP 346 319 282 + 8 +13 Total package revenue 14,133 13,518 12,475 + 5 + 8 Total packages 3,266 3,255 3,133 – + 4 Freight: Revenue per package (yield): U.S. 651 566 440 +15 +29 U.S. overnight box $18.09 $17.70 $17.51 + 2 + 1 International 424 492 531 –14 – 7 U.S. overnight Total freight revenue 1,075 1,058 971 + 2 + 9 envelope 9.69 9.36 9.24 + 4 + 1 Other 326 492 533 –34 – 8 U.S. deferred 10.87 10.31 9.93 + 5 + 4 Total revenues $15,534 $15,068 $13,979 + 3 + 8 Domestic composite 13.69 13.21 12.96 + 4 + 2 Operating expenses: IP 44.70 43.36 41.87 + 3 + 4 Salaries and employee Composite 16.97 16.16 15.56 + 5 + 4 benefits 6,301 Purchased transportation 584 Freight: Rentals and landing fees 1,419 Average daily pounds: Depreciation and U.S. 4,337 4,693 4,332 – 8 + 8 amortization 797 International 2,208 2,420 2,633 – 9 – 8 Fuel 1,063 Total freight 6,545 7,113 6,965 – 8 + 2 Maintenance and repairs 968 Revenue per pound (yield): Intercompany charges 1,317 U.S. $ .59 $ .47 $ .40 +26 +18 Other(4) 2,238 International .75 .79 .79 – 5 – Total operating Composite .64 .58 .54 +10 + 7 expenses 14,687 14,168 13,108 + 4 + 8 Operating income $ 847 $ 900 $ 871 – 6 + 3 (1) Operating expense detail for 2000 and 1999 has been omitted, as this data is not comparable to 2001. See “Reportable Segments” above. (2) The U.S. overnight box category includes packages exceeding 8 ounces in weight. (3) The U.S. overnight envelope category includes envelopes weighing 8 ounces or less. (4) Includes $93 million charge for impairment of certain assets related to the MD10 air- craft program and $9 million charge related to the Ayres aircraft program. 10

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    FedEx Corporation Revenues a 17% increase in average jet fuel price per gallon, which con- tributed to a negative impact of approximately $150 million, Total package revenue increased 5% for 2001, principally due to including the results of jet fuel hedging contracts entered into to increases in yields and IP volumes, partially offset by a decrease mitigate some of the increased jet fuel costs. The effect of higher in other revenue. Total package yield increased 5% as a result of fuel costs on operating income was fully offset by a 4% fuel sur- our continued yield management strategy, which includes limiting charge, in effect since April 1, 2000. Operating income was favor- growth of less profitable business and recovering the higher cost ably affected by reduced variable compensation and pension of fuel through a fuel surcharge. The February 2001 domestic rate costs, coupled with intensified cost controls over discretionary increases also contributed to the higher yield. spending. The decrease in maintenance and repairs expense pri- While the IP volume growth rate was 8% for 2001, this rate was marily reflects fewer aircraft engine maintenance events due to significantly impacted by weakness in the Asian economy in the the timing of scheduled maintenance and favorable negotiated last half of the year. Average daily volumes for that region have rates with vendors. slowed from a 26% year-over-year growth rate in the first quarter Operating income increased 3% in 2000 despite higher fuel costs of 2001 to a 1% year-over-year decline in the fourth quarter of and costs associated with the corporate realignment and reor- 2001. For the year, FedEx Express experienced IP average daily ganization of the sales, marketing and information technology volume growth rates of 24% and 12% in the European and Asian functions. A 48% increase in average fuel price per gallon had a markets, respectively. In the U.S., average daily domestic pack- negative impact of approximately $260 million on 2000 fuel costs, age volume declined 1% year over year due to the economic soft- including the results of jet fuel hedging contracts entered into to ness experienced in the last half of 2001. mitigate some of the increased jet fuel costs. Fuel surcharges Total freight revenue increased slightly in 2001 due to significantly implemented during 2000 partially offset the increase in 2000 fuel improved yields in U.S. freight, partially offset by declines in costs. Maintenance and repairs increased in 2000 due to the tim- domestic freight volume and international freight volume and yield. ing of scheduled maintenance and a greater number of routine cycle checks resulting from fleet usage and certain Federal Other revenue included Canadian domestic revenue, charter Aviation Administration directives. services, logistics services, sales of hushkits and other. As expected, revenue from hushkit sales, which has continued to Operating income in 1999 was negatively impacted by $81 million decline over the past few years, was negligible in 2001. in strike contingency costs and weakness in Asian markets. In 2000, total package revenue for FedEx Express increased 8%, Year-over-year comparisons were also affected by declining con- principally due to increases in international package volume and tributions from sales of hushkits. Operating profit from these yield. List price increases, including an average 2.8% domestic sales declined $40 million in 2001 and $50 million in 2000. rate increase in March 1999, the fuel surcharges implemented in Outlook the second half of the year, an ongoing yield management pro- gram and a slight increase in average weight per package, all For 2002, U.S. domestic package volumes are expected to decline contributed to the increases in yields in 2000. While growth in slightly. We believe that IP package volumes will grow at approxi- U.S. domestic package volume was lower than anticipated, the mately the same rate as 2001. New services, including the U.S. higher-yielding IP services experienced strong growth, par- Postal Service agreements, are expected to increase revenues ticularly in Asia and Europe. Total freight revenue increased in 2002. in 2000 due to higher average daily pounds and improved yields Operating margin for this segment is expected to decrease in in U.S. freight, offset by declines in international freight pounds. 2002 (excluding the 2001 charges related to aircraft programs), as Operating Income increased pension and health care costs, costs associated with new services and annual wage increases are not expected to be Excluding the fourth quarter charges related to aircraft, FedEx completely offset by suspension of variable compensation pro- Express operating income increased 6% in 2001, despite the grams and reductions in discretionary spending. slowdown in revenue growth. Increased fuel expense reflects 11

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    Management’s Discussion and Analysis Because of substantial lead times associated with the manufac- Revenues for FedEx Ground increased 8% in 2000, while average ture or modification of aircraft, we must generally plan our aircraft daily packages increased 4% and yields increased 4%. The orders or modifications three to eight years in advance. Therefore, increase in yields was due to a 2.3% price increase, which was we must make projections regarding our needed airlift capacity effective in February 1999, and a slight increase in the mix of many years before the aircraft is actually needed. Our past projec- higher yielding packages. tions included assumptions of volume growth that have not mate- Operating Income rialized and, in light of current economic projections, are not expected to do so in the near future. Therefore, we will continue to The 2001 year-over-year decrease in operating income of 23% evaluate further reductions in aircraft programs in order to ration- was primarily due to incremental FedEx Home Delivery operating alize available capacity with current and anticipated business vol- losses and rebranding and reorganization expenses, which umes where it is economically practicable to do so. totaled $45 million. Excluding the negative effect of this amount, operating income decreased 2% from 2000. Facility openings and FEDEX GROUND expansions, as well as increased investments in information systems, resulted in increased depreciation, rental and other The following table compares revenues and operating income (in property-related expenses. millions) and selected package statistics (in thousands, except dollar amounts) for the years ended May 31: Operating income for 2000 reflected higher operating costs than Percent Change 1999, due primarily to increases in capacity and technology, as 2001/ 2000/ 2001 2000(1) 1999(1) 2000 1999 well as the effects of FedEx Home Delivery and the rebranding Revenues $2,237 $2,033 $1,878 +10 + 8 and reorganization initiatives. Depreciation expense increased Operating expenses: 20% in 2000 as new terminal facilities were opened late in 1999 Salaries and employee and throughout the first half of 2000. The FedEx Home Delivery benefits 450 service, dedicated to meeting the needs of business-to-consumer Purchased transportation 881 shippers, was launched in March 2000. An operating loss of Rentals and landing fees 67 Depreciation and $19 million was incurred by the home delivery service in 2000. amortization 111 Outlook Fuel 8 Maintenance and repairs 63 FedEx Ground will continue expansion of the FedEx Home Delivery Intercompany charges 215 network to serve an estimated 80% of the U.S. population by Other 267 Total operating September 2001. Revenues and volumes for this service are expenses 2,062 1,807 1,647 +14 +10 expected to continue to grow as the network is expanded and the Operating income $ 175 $ 226 $ 231 –23 – 2 service becomes available in additional markets. In addition to uti- Average daily packages 1,520 1,442 1,385 + 5 + 4 lizing 2002 capital for expansion, FedEx Ground will also implement Revenue per package (yield) $ 5.79 $ 5.55 $ 5.36 + 4 + 4 and improve information systems in order to increase productivity. (1) Operating expense detail for 2000 and 1999 has been omitted, as this data is not We expect to incur an operating loss for the home delivery service comparable to 2001. See “Reportable Segments” above. in 2002 that is approximately the same as that experienced in Revenues 2001, primarily due to continued network expansion costs and inclusion of a full year for the terminals that opened during 2001. FedEx Ground revenues increased 10% in 2001 due to increases in FedEx Ground will also continue to incur vehicle rebranding costs, volume and yield. The year-over-year increase in average daily although these expenses are expected to be slightly lower than packages of 5% represents positive volume growth experienced the 2001 level. in all major sectors served by FedEx Ground, including our FedEx Home Delivery service. The 4% year-over-year yield increase was FEDEX FREIGHT primarily due to the February 2001 list rate increase of 3.1%, the 1.25% fuel surcharge imposed in August 2000 and ongoing yield The FedEx Freight segment, formed in the third quarter of 2001, management efforts. includes the financial results of Viking from December 1, 2000, and the financial results of American Freightways from January 1, 2001 (the date of acquisition for financial reporting purposes). 12

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    FedEx Corporation The following table shows revenues and operating income (in mil- Outlook lions) and selected statistics for the year ended May 31: In 2002, FedEx Freight will seek to improve yield, volume and margins 2001 by capitalizing on its excellent geographic coverage and by provid- Revenues $ 835 ing superior on-time performance. FedEx Freight will continue to Operating expenses: Salaries and employee benefits 489 pursue synergies, such as leveraging information technology capa- Purchased transportation 23 bilities between American Freightways and Viking in order to Rentals and landing fees 27 improve cost structure, service and customer satisfaction levels. Depreciation and amortization 44 Fuel 41 OTHER OPERATIONS Maintenance and repairs 39 Intercompany charges 1 Other operations include FedEx Custom Critical, a critical-shipment Other 116 carrier; FedEx Trade Networks, a global trade services company; Total operating expenses 780 FedEx Supply Chain Services, a contract logistics provider; and Operating income $ 55 Shipments per day(1) 56,012 certain unallocated corporate items. The operating results of Viking Weight per shipment (lbs)(1) 1,132 prior to December 1, 2000, are also included in this category. Revenue per hundredweight(1) $11.83 Revenues (1) Based on portion of the year including both American Freightways and Viking (January through May). Revenues from other operations were $1 billion, $1.2 billion and $.9 billion in 2001, 2000 and 1999, respectively. Excluding the Operating Results effects of businesses acquired during the comparable periods FedEx Freight has experienced lower than expected volumes and the revenues of Viking, revenues from other operations since formation of the segment in third quarter 2001, due to the decreased 11% in 2001, principally due to lower year-over-year economic slowdown. The lower than expected volumes were revenues at FedEx Custom Critical. The demand for services pro- partially offset by strong yields. The complementary geographic vided by this operating subsidiary (critical shipments) is highly regions served by American Freightways and Viking are expected elastic and tied to key economic indicators, principally in the to have a positive impact on results of operations for this segment. automotive industry, where volumes have continued to decline Both companies will continue to focus on day-definite regional since the beginning of 2001. LTL service, but will also collaborate as partners to serve cus- The increase in other revenues from 1999 to 2000 was 15%, tomers who have multiregional LTL needs. On July 10, 2001, FedEx excluding the effects of businesses acquired in 2000, due to sub- Freight announced a general rate increase of 5.9% to be effective stantially higher revenues at FedEx Custom Critical combined August 6, 2001. with double-digit revenue growth at Viking. Fuel surcharges for this segment included the following at Operating Income May 31, 2001: Operating income (loss) from other operations was ($6.7) million, Shipments Shipments Operating Under Equal to or Over $95.7 million and $60.6 million in 2001, 2000 and 1999, respectively. Subsidiary 20,000 pounds 20,000 pounds Operating income in 2001 decreased 150%, excluding the effects American Freightways 3% 7% of businesses acquired during the comparable periods and the Viking 3% 6% operations of Viking. The decrease reflects the effect of the eco- The American Freightways fuel surcharge, which was in effect at nomic slowdown on FedEx Custom Critical and FedEx Supply the time of the acquisition, is tied to the “Retail on Highway Diesel Chain Services and costs associated with the reorganization of Fuel Price” as published by the U.S. Department of Energy and FedEx Supply Chain Services. changes weekly based on changes in the index. A fuel surcharge Increased operating income for 2000 was due to strong earn- has been in effect at Viking since August 16, 1999. The Viking fuel ings at Viking and continued earnings growth at FedEx Custom surcharge on shipments equal to or over 20,000 pounds was Critical. Results for 2000 also included a $10 million favorable increased to 7% effective June 4, 2001. adjustment related to estimated future lease costs from the 1997 Viking restructuring. 13

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    Management’s Discussion and Analysis Outlook During 2001, we acquired American Freightways in a transaction accounted for as a purchase. The $978 million purchase price In 2002, we will continue the strategic realignment of FedEx Supply was a combination of cash and FedEx common stock (11.0 million Chain Services. The new FedEx Supply Chain Services business shares of treasury stock were utilized). We also assumed approx- model includes substantially less emphasis on warehousing activi- imately $240 million in American Freightways debt. ties and an increased focus on alliance-based and information technology-sensitive business. The new business model is more On February 12, 2001, we issued $750 million of senior unsecured consistent with management’s strategy for this operating sub- notes in three maturity tranches: three, five and ten years, at sidiary, which is to pursue business that enhances the services $250 million each. Net proceeds from the borrowings were used offered by other operating companies in the FedEx family. to repay indebtedness, principally borrowings under our commer- cial paper program, and for general corporate purposes. These FINANCIAL CONDITION notes are guaranteed by all of our subsidiaries that are not con- sidered minor under Securities and Exchange Commission LIQUIDITY (“SEC”) regulations. For more information regarding debt instru- ments, see Notes 1 and 4 to our financial statements. Cash and cash equivalents totaled $121 million at May 31, 2001, compared to $68 million at May 31, 2000. Cash flows from operat- During 2002, certain existing debt at FedEx Express will mature, ing activities during 2001 totaled $2.0 billion, compared to $1.6 bil- principally $175 million of 9.875% Senior Notes due April 1, 2002. lion for 2000 and $1.8 billion for 1999. These notes and the other scheduled 2002 debt payments are reflected in the current portion of long-term debt at May 31, 2001. Because we incur significant noncash charges, including depre- ciation and amortization, related to the material capital assets In 1999, we filed a $1 billion shelf registration statement with the utilized in our business, we believe that the following cash-based SEC, indicating that we may issue up to that amount in one or measures are useful to us and to our investors as an additional more offerings of either unsecured debt securities, preferred means of evaluating our financial condition. These measures stock or common stock, or a combination of such instruments. should not be considered as a superior alternative to net income, We may, at our option, direct FedEx Express to issue guarantees operating income or cash from operations, or to any other operat- of the debt securities. ing or liquidity performance measure as defined by generally We believe that cash flow from operations, our commercial paper accepted accounting principles. program and revolving bank credit facility will adequately meet FedEx’s operations have generated increased cash earnings per our working capital needs for the foreseeable future. share over the past three years. The following table compares cash earnings (in billions, except per share amounts) for the CAPITAL RESOURCES years ended May 31: As mentioned previously, our operations are capital intensive, 2001 2000 1999 characterized by significant investments in aircraft, vehicles, EBITDA (earnings before interest, taxes, computer and telecommunications equipment, package-handling depreciation and amortization) $ 2.3 $ 2.4 $ 2.2 facilities and sort equipment. The amount and timing of capital Cash earnings per share (net income plus depreciation and amortization additions depend on various factors, including volume growth, divided by average common and domestic and international economic conditions, new or enhanced common equivalent shares) $6.34 $6.22 $5.54 services, geographical expansion of services, competition, avail- ability of satisfactory financing and actions of regulatory authorities. We have a $1.0 billion revolving credit facility that is generally used to finance temporary operating cash requirements and to provide support for the issuance of commercial paper. As of May 31, 2001, the entire credit facility remained available and no commercial paper was outstanding. For more information regard- ing the credit facility, see Note 4 to our financial statements. 14

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    FedEx Corporation The following table compares capital expenditures (including when we determine that it best meets our needs. Historically, we equivalent capital, which is defined below) for the years ended have been successful in obtaining investment capital, both May 31 (in millions): domestic and international, for long-term leases on acceptable 2001 2000 1999 terms, although the marketplace for such capital can become Aircraft and related equipment $ 756 $ 469 $ 606 restricted depending on a variety of economic factors beyond our Facilities and sort equipment 353 437 466 control. See Note 4 to our financial statements for additional infor- Information and technology equipment 406 378 366 mation concerning our debt facilities. Other equipment 378 343 332 Total capital expenditures 1,893 1,627 1,770 We believe the capital resources available to us provide flexi- Equivalent capital, principally bility to access the most efficient markets for financing capital aircraft-related – 365 561 acquisitions, including aircraft, and are adequate for our future Total $1,893 $1,992 $2,331 capital needs. We finance a significant amount of aircraft and certain other equipment needs using long-term operating leases. We believe MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS the determination to lease versus buy equipment is a financing While we currently have market risk sensitive instruments related decision, and both forms of financing are considered when evalu- to interest rates, we have no significant exposure to changing ating the resources committed for capital. The amount we would interest rates on our long-term debt because the interest rates have expended to purchase these assets had we not chosen to are fixed. As disclosed in Note 4 to our financial statements, we obtain their use through operating leases is considered equiva- have outstanding long-term debt (exclusive of capital leases) of lent capital in the table above. Capital expenditures (including $1.9 billion and $1.1 billion at May 31, 2001 and 2000, respectively. equivalent capital) over the past two years have been reduced in Market risk for fixed-rate, long-term debt is estimated as the response to lower U.S. domestic volume growth at FedEx Express. potential decrease in fair value resulting from a hypothetical 10% This trend of lower U.S. domestic volume growth, along with the increase in interest rates and amounts to approximately $55 mil- current year economic slowdown and its effects on IP volume lion as of May 31, 2001 ($54 million as of May 31, 2000). The under- growth, has resulted in future excess airlift capacity. During the lying fair values of our long-term debt were estimated based on fourth quarter of 2001, we began the process of reducing certain quoted market prices or on the current rates offered for debt with planned aircraft programs, which is expected to result in lower similar terms and maturities. Presently, derivative instruments are capital expenditures in future periods (see Note 15 to our finan- not used to manage interest rate risk. cial statements). For 2002, we expect capital spending, including equivalent capital, to approximate the level of 2001 capital Our earnings are affected by fluctuations in the value of the expenditures. We plan to continue to make strategic capital U.S. dollar compared to foreign currencies as a result of trans- investments, particularly in information technology and ground actions in foreign markets. At May 31, 2001, the result of a uniform network expansion, in support of our long-term growth goals. For 10% strengthening in the value of the dollar relative to the curren- information on our purchase commitments, see Note 13 to our cies in which our transactions are denominated would result in a financial statements. decrease in operating income of approximately $70 million for the year ending May 31, 2002 (the comparable amount in the prior year We have historically financed our capital investments through the was approximately $50 million). This calculation assumes that use of lease, debt and equity financing in addition to the use of each exchange rate would change in the same direction relative internally generated cash from operations. Generally, our prac- to the U.S. dollar. In practice, our experience is that exchange tice in recent years with respect to funding new wide-bodied rates in the principal foreign markets where we have foreign cur- aircraft acquisitions has been to finance such aircraft through rency denominated transactions tend to have offsetting fluctua- long-term lease transactions that qualify as off-balance sheet tions. Therefore, the calculation above is not indicative of our operating leases under applicable accounting rules. We have actual experience in foreign currency transactions. In addition to determined that these operating leases have provided economic the direct effects of changes in exchange rates, which are a benefits favorable to ownership with respect to market values, changed dollar value of the resulting reported operating results, liquidity and after-tax cash flows. In the future, other forms of changes in exchange rates also affect the volume of sales or the secured financing may be pursued to finance aircraft acquisitions 15

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    Management’s Discussion and Analysis foreign currency sales price as competitors’ services become uncertainties and other factors that could cause actual results to more or less attractive. The sensitivity analysis of the effects of differ materially from historical experience or from future results changes in foreign currency exchange rates does not factor in expressed or implied by such forward-looking statements. a potential change in sales levels or local currency prices. Accordingly, a forward-looking statement is not a prediction of future events or circumstances, and those future events or circum- Our earnings are also affected by fluctuations in jet fuel prices. stances may not occur. A forward-looking statement is usually Market risk for jet fuel is estimated as the potential decrease in identified by our use of certain terminology, including “believes,” earnings resulting from a hypothetical 10% increase in projected “expects,” “may,” “will,” “should,” “seeks,” “pro forma,” “antici- jet fuel prices applied to projected 2002 usage and amounts pates,” “intends” or “plans” or by discussions of strategies, to approximately $100 million as of May 31, 2001, compared with intentions or outlook. Potential risks and uncertainties include, approximately $50 million, net of hedging settlements, as of but are not limited to May 31, 2000. Because we also use fuel surcharges to adjust our pricing in response to changes in fuel costs, the calculations • Economic conditions in the markets in which we operate, which above are not necessarily indicative of the impact of changing can affect demand for our services. fuel prices on our earnings. As of May 31, 2001, all outstanding jet • Our ability to match aircraft, vehicle and sort capacity with cus- fuel hedging contracts were effectively closed by entering into tomer volume levels. offsetting jet fuel hedging contracts. See Notes 1 and 13 to our • The costs and complexities associated with the integration of financial statements for accounting policy and additional infor- certain of our sales, marketing, customer service and informa- mation regarding jet fuel hedging contracts. tion technology functions. • Market acceptance of our new sales, marketing and branding We do not purchase or hold any material derivative financial strategies, as well as our residential home delivery service. instruments for trading purposes. • Competition from other providers of transportation and logistics services, including competitive responses to our new initiatives. EURO CURRENCY CONVERSION • Our ability to adapt to technological change and to compete Since the beginning of the European Union’s transition to the euro with new or improved services offered by our competitors. on January 1, 1999, our subsidiaries have been prepared to quote • Changes in customer demand patterns, including the impact of rates to customers, generate billings and accept payments in technology developments on demand for our services. both euro and legacy currencies. The legacy currencies will remain • Increases in aviation and motor fuel prices. legal tender through December 31, 2001. We believe the introduc- • Work stoppages, strikes or slowdowns by our employees. tion of the euro, any price transparency brought about by its • Our ability, and that of our principal competitors, to obtain and introduction and the phasing out of the legacy currencies will not maintain aviation rights in important international markets. have a material impact on our consolidated financial position, • Changes in government regulation. results of operations or cash flows. Costs associated with the • Changes in weather. euro project are being expensed as incurred and are being • Availability of financing on terms acceptable to us. funded entirely by internal cash flows. • Other uncertainties detailed herein and from time to time in our Securities and Exchange Commission filings and press releases. FORWARD-LOOKING STATEMENTS We undertake no obligation to publicly update or revise any Certain statements contained in this report are “forward-looking forward-looking statements, whether as a result of new infor- statements” within the meaning of the Private Securities mation, future events or otherwise. Litigation Reform Act of 1995, such as statements relating to man- agement’s views with respect to future events and financial per- Except as otherwise indicated, any reference to a year means formance. Such forward-looking statements are subject to risks, our fiscal year ended May 31 of the year referenced. 16

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    CONSOLIDATED STATEMENTS OF INCOME Years ended May 31 In thousands, except per share amounts 2001 2000 1999 REVENUES $19,629,040 $18,256,945 $16,773,470 OPERATING EXPENSES Salaries and employee benefits 8,263,413 7,597,964 7,087,728 Purchased transportation 1,713,027 1,674,854 1,537,785 Rentals and landing fees 1,650,048 1,538,713 1,396,694 Depreciation and amortization 1,275,774 1,154,863 1,035,118 Fuel 1,142,741 918,513 604,929 Maintenance and repairs 1,170,103 1,101,424 958,873 Other 3,343,044 3,049,540 2,989,257 18,558,150 17,035,871 15,610,384 OPERATING INCOME 1,070,890 1,221,074 1,163,086 OTHER INCOME (EXPENSE) Interest, net (143,953) (106,060) (98,191) Other, net 636 22,726 (3,831) (143,317) (83,334) (102,022) INCOME BEFORE INCOME TAXES 927,573 1,137,740 1,061,064 PROVISION FOR INCOME TAXES 343,202 449,404 429,731 NET INCOME $ 584,371 $ 688,336 $ 631,333 EARNINGS PER COMMON SHARE Basic $ 2.02 $ 2.36 $ 2.13 Assuming dilution $ 1.99 $ 2.32 $ 2.10 The accompanying notes are an integral part of these consolidated financial statements. 17

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    CONSOLIDATED BALANCE SHEETS May 31 In thousands, except shares 2001 2000 ASSETS CURRENT ASSETS Cash and cash equivalents $ 121,302 $ 67,959 Receivables, less allowances of $95,815 and $85,972 2,506,044 2,547,043 Spare parts, supplies and fuel 269,269 255,291 Deferred income taxes 435,406 317,784 Prepaid expenses and other 117,040 96,667 Total current assets 3,449,061 3,284,744 PROPERTY AND EQUIPMENT, AT COST Flight equipment 5,312,853 4,960,204 Package handling and ground support equipment and vehicles 4,620,894 4,203,927 Computer and electronic equipment 2,637,350 2,416,666 Other 3,840,899 3,161,746 16,411,996 14,742,543 Less accumulated depreciation and amortization 8,311,941 7,659,016 Net property and equipment 8,100,055 7,083,527 OTHER ASSETS Goodwill 1,082,223 500,547 Equipment deposits and other assets 708,673 658,293 Total other assets 1,790,896 1,158,840 $13,340,012 $11,527,111 LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES Current portion of long-term debt $ 221,392 $ 6,537 Accrued salaries and employee benefits 699,906 755,747 Accounts payable 1,255,298 1,120,855 Accrued expenses 1,072,920 1,007,887 Total current liabilities 3,249,516 2,891,026 LONG-TERM DEBT, LESS CURRENT PORTION 1,900,119 1,776,253 DEFERRED INCOME TAXES 455,591 344,613 OTHER LIABILITIES 1,834,366 1,729,976 COMMITMENTS AND CONTINGENCIES (Notes 5, 13 and 14) COMMON STOCKHOLDERS’ INVESTMENT Common stock, $.10 par value; 800,000,000 shares authorized; 298,573,387 shares issued 29,857 29,857 Additional paid-in capital 1,120,627 1,079,462 Retained earnings 4,879,647 4,295,041 Accumulated other comprehensive income (55,833) (36,074) 5,974,298 5,368,286 Less treasury stock, at cost and deferred compensation 73,878 583,043 Total common stockholders’ investment 5,900,420 4,785,243 $13,340,012 $11,527,111 The accompanying notes are an integral part of these consolidated financial statements. 18

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    CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended May 31 In thousands 2001 2000 1999 OPERATING ACTIVITIES Net income $ 584,371 $ 688,336 $ 631,333 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 1,275,774 1,154,863 1,035,118 Provision for uncollectible accounts 112,264 71,107 55,649 Aircraft related impairment charges 102,000 – – Deferred income taxes and other noncash items (16,024) (7,363) (34,037) Gain from disposals of property and equipment (4,440) (17,068) (2,330) Changes in operating assets and liabilities, net of the effects of businesses acquired: Decrease (increase) in receivables 61,702 (404,511) (294,121) (Increase) decrease in other current assets (112,476) 70,720 (155,720) Increase in accounts payable and other operating liabilities 102,390 107,543 555,565 Other, net (61,755) (38,385) (19,337) Cash provided by operating activities 2,043,806 1,625,242 1,772,120 INVESTING ACTIVITIES Purchases of property and equipment, including deposits on aircraft of $7,900, $1,500 and $1,200 (1,893,384) (1,627,418) (1,769,946) Proceeds from dispositions of property and equipment: Sale-leaseback transactions 237,000 – 80,995 Reimbursements of A300 and MD11 deposits – 24,377 67,269 Other dispositions 37,444 165,397 195,641 Business acquisitions, net of cash acquired (476,992) (257,095) – Other, net (16,783) (13,378) (22,716) Cash used in investing activities (2,112,715) (1,708,117) (1,448,757) FINANCING ACTIVITIES Principal payments on debt (650,280) (115,090) (269,367) Proceeds from debt issuances 743,522 517,664 – Proceeds from stock issuances 28,654 15,523 49,932 Purchase of treasury stock – (606,506) (8,168) Other, net 356 13,920 (2) Cash provided by (used in) financing activities 122,252 (174,489) (227,605) CASH AND CASH EQUIVALENTS Net increase (decrease) in cash and cash equivalents 53,343 (257,364) 95,758 Balance at beginning of year 67,959 325,323 229,565 Balance at end of year $ 121,302 $ 67,959 $ 325,323 The accompanying notes are an integral part of these consolidated financial statements. 19

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    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ INVESTMENT AND COMPREHENSIVE INCOME Accumulated Additional Other Com- Deferred Common Paid-in Retained prehensive Treasury Compen- In thousands, except shares Stock Capital Earnings Income Stock sation Total BALANCE AT MAY 31, 1998 $14,741 $ 992,821 $2,999,354 $(27,277) $ – $(18,409) $3,961,230 Net income – – 631,333 – – – 631,333 Foreign currency translation adjustment, net of deferred tax benefit of $959 – – – (611) – – (611) Unrealized gain on available-for-sale securities, net of deferred taxes of $2,100 – – – 3,200 – – 3,200 Total comprehensive income 633,922 Purchase of treasury stock – – – – (8,168) – (8,168) Two-for-one stock split by FedEx Corporation in the form of a 100% stock dividend (148,931,996 shares) 14,890 – (14,890) – – – – Employee incentive plans and other (1,770,626 shares issued) 168 68,491 – – 6,887 (7,766) 67,780 Amortization of deferred compensation – – – – – 8,928 8,928 BALANCE AT MAY 31, 1999 29,799 1,061,312 3,615,797 (24,688) (1,281) (17,247) 4,663,692 Net income – – 688,336 – – – 688,336 Foreign currency translation adjustment, net of deferred tax benefit of $1,881 – – – (9,021) – – (9,021) Unrealized loss on available-for-sale securities, net of deferred tax benefit of $1,513 – – – (2,365) – – (2,365) Total comprehensive income 676,950 Shares issued for acquisition (175,644 shares) – – 191 – 6,626 – 6,817 Purchase of treasury stock – – – – (606,506) – (606,506) Employee incentive plans and other (1,539,941 shares issued) 58 18,150 (9,283) – 37,067 (13,880) 32,112 Amortization of deferred compensation – – – – – 12,178 12,178 BALANCE AT MAY 31, 2000 29,857 1,079,462 4,295,041 (36,074) (564,094) (18,949) 4,785,243 Net income – – 584,371 – – – 584,371 Foreign currency translation adjustment, net of deferred tax benefit of $6,849 – – – (18,944) – – (18,944) Unrealized loss on available-for-sale securities, net of deferred tax benefit of $574 – – – (815) – – (815) Total comprehensive income 564,612 Shares issued for acquisition (11,042,965 shares) – 41,675 27,131 – 437,584 – 506,390 Employee incentive plans and other (1,841,543 shares issued) – (510) (26,896) – 73,020 (12,865) 32,749 Amortization of deferred compensation – – – – – 11,426 11,426 BALANCE AT MAY 31, 2001 $29,857 $1,120,627 $4,879,647 $(55,833) $ (53,490) $(20,388) $5,900,420 The accompanying notes are an integral part of these consolidated financial statements. 20

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    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF REVENUE RECOGNITION. Revenue is recognized upon delivery of SIGNIFICANT ACCOUNTING POLICIES shipments. For shipments in transit, revenue is recorded based on the percentage of service completed at the balance sheet date. DESCRIPTION OF BUSINESS. FedEx Corporation (“FedEx”) is a premier global provider of transportation, e-commerce and sup- ADVERTISING. Generally, advertising costs are expensed as ply chain management services, whose operations are primarily incurred and are classified in other operating expenses. represented by Federal Express Corporation (“FedEx Express”), Advertising expenses were $236,559,000, $221,511,000 and the world’s largest express transportation company; FedEx $202,104,000 in 2001, 2000 and 1999, respectively. Ground Package System, Inc. (“FedEx Ground”), North America’s CASH EQUIVALENTS. Cash equivalents in excess of current second largest provider of small-package ground delivery serv- operating requirements are invested in short-term, interest- ice; and FedEx Freight System, Inc. (“FedEx Freight”), a leading bearing instruments with maturities of three months or less at provider of regional less-than-truckload (“LTL”) freight services. the date of purchase and are stated at cost, which approximates Other operating companies included in the FedEx portfolio are market value. Interest income was $11,197,000, $15,116,000 and FedEx Custom Critical, Inc. (“FedEx Custom Critical”), a critical- $12,399,000 in 2001, 2000 and 1999, respectively. shipment carrier; FedEx Trade Networks, Inc. (“FedEx Trade Networks”), a global trade services company; and FedEx Supply MARKETABLE SECURITIES. Marketable securities are classified Chain Services, Inc. (“FedEx Supply Chain Services”), a contract as available-for-sale securities and are reported at fair value. logistics provider. Unrealized gains and losses are reported, net of related deferred income taxes, as a component of accumulated other comprehen- FedEx Freight was formed in the third quarter of 2001 in con- sive income. junction with our acquisition of American Freightways, Inc. (“American Freightways”). FedEx Freight includes the results of SPARE PARTS, SUPPLIES AND FUEL. Spare parts are stated prin- operations of American Freightways, a multiregional LTL carrier, cipally at weighted-average cost. Supplies and fuel are stated from January 1, 2001 and Viking Freight, Inc. (“Viking”), an LTL principally at standard cost, which approximates actual cost on a carrier operating principally in the western United States, from first-in, first-out basis. Neither method values inventory in excess December 1, 2000. of current replacement cost. PRINCIPLES OF CONSOLIDATION. The consolidated financial PROPERTY AND EQUIPMENT. Expenditures for major additions, statements include the accounts of FedEx and its subsidiaries. improvements, flight equipment modifications and certain equip- All significant intercompany accounts and transactions have ment overhaul costs are capitalized. Maintenance and repairs been eliminated. are charged to expense as incurred. The cost and accumulated depreciation of property and equipment disposed of are removed SUBSIDIARY GUARANTORS. Certain long-term debt contains from the related accounts, and any gain or loss is reflected in the subsidiary guarantees. The guarantees provided by our sub- results of operations. sidiaries are full and unconditional, joint and several, and any subsidiaries which are not guarantors are minor as defined by For financial reporting purposes, depreciation and amortization Securities and Exchange Commission (“SEC”) regulations. FedEx, of property and equipment is provided on a straight-line basis as the parent company issuer of this debt, has no independent over the asset’s service life or related lease term as follows: assets or operations. There are no significant restrictions on our Flight equipment 5 to 20 years ability or the ability of any guarantor to obtain funds from its sub- Package handling and ground support sidiaries by means of dividend or loan. equipment and vehicles 3 to 30 years Computer and electronic equipment 3 to 10 years CREDIT RISK. Credit risk in trade receivables is substantially miti- Other 2 to 30 years gated by our credit evaluation process, short collection terms, and sales to a large number of customers, as well as the low rev- Aircraft airframes and engines are assigned residual values enue per transaction for most of our transportation services. ranging up to 20% of asset cost. All other property and equipment Allowances for potential credit losses are determined based have no material residual values. Vehicles are depreciated on a on historical experience, current evaluation of the composition straight-line basis over five to 10 years. Depreciation expense of accounts receivable and expected credit trends. was $1,241,493,000, $1,132,129,000, and $1,017,950,000 in 2001, 2000 and 1999, respectively. 21

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    Notes to Consolidated Financial Statements For income tax purposes, depreciation is generally computed representing the long-term portion of self-insurance accruals for using accelerated methods. workers’ compensation and vehicle liabilities. CAPITALIZED INTEREST. Interest on funds used to finance the DEFERRED LEASE OBLIGATIONS. While certain aircraft and facil- acquisition and modification of aircraft, construction of certain ity leases contain fluctuating or escalating payments, the related facilities, and development of certain software up to the date the rent expense is recorded on a straight-line basis over the lease asset is placed in service is capitalized and included in the cost term. Included in other liabilities at May 31, 2001 and 2000, were of the asset. Capitalized interest was $26,536,000, $34,823,000 and $398,298,000 and $354,566,000, respectively, representing the $38,880,000 for 2001, 2000 and 1999, respectively. cumulative difference between rent expense and rent payments. IMPAIRMENT OF LONG-LIVED ASSETS. Long-lived assets includ- DEFERRED GAINS. Gains on the sale and leaseback of aircraft ing goodwill are reviewed for impairment when circumstances and other property and equipment are deferred and amortized indicate the carrying value of an asset may not be recoverable. ratably over the life of the lease as a reduction of rent expense. For assets that are to be held and used, an impairment is recog- Included in other liabilities at May 31, 2001 and 2000 were nized when the estimated undiscounted cash flows associated deferred gains of $511,932,000 and $533,371,000, respectively. with the asset or group of assets is less than their carrying value. DERIVATIVE INSTRUMENTS. Through the period ending May 31, If impairment exists, an adjustment is made to write the asset 2001, jet fuel forward contracts were accounted for as hedges down to its fair value, and a loss is recorded as the difference under Statement of Financial Accounting Standards No. (“SFAS”) between the carrying value and fair value. Fair values are deter- 80, “Accounting for Futures Contracts.” At June 1, 2001, we mined based on quoted market values, discounted cash flows or adopted SFAS 133, “Accounting for Derivative Instruments and internal and external appraisals, as applicable. Assets to be dis- Hedging Activities.” See Recent Pronouncements. posed of are carried at the lower of carrying value or estimated net realizable value. See Notes 15 and 16 for information con- FOREIGN CURRENCY TRANSLATION. Translation gains and losses cerning the impairment charges recognized in 2001. of foreign operations that use local currencies as the functional currency are accumulated and reported, net of applicable GOODWILL. Goodwill is recognized for the excess of the pur- deferred income taxes, as a component of accumulated other chase price over the fair value of tangible and identifiable intan- comprehensive income within common stockholders’ investment. gible net assets of businesses acquired. It is amortized over Transaction gains and losses that arise from exchange rate fluctu- the estimated period of benefit on a straight-line basis over peri- ations on transactions denominated in a currency other than the ods generally ranging from 15 to 40 years. Accumulated amortiza- local functional currency are included in the results of operations. tion was $201,766,000 and $165,624,000 at May 31, 2001 and Balances for foreign currency translation in accumulated other 2000, respectively. comprehensive income were ($55,853,000), ($36,909,000) and INCOME TAXES. Deferred income taxes are provided for the tax ($27,888,000) at May 31, 2001, 2000 and 1999, respectively. effect of temporary differences between the tax basis of assets RECENT PRONOUNCEMENTS. We adopted SFAS 133, “Accounting and liabilities and their reported amounts in the financial state- for Derivative Instruments and Hedging Activities” (as amended ments. The liability method is used to account for income taxes, by SFAS 137 and SFAS 138) at the beginning of 2002. The adoption which requires deferred taxes to be recorded at the statutory rate of this Statement will not have a material effect on our financial expected to be in effect when the taxes are paid. position or results of operations for 2002. We have not provided for U.S. federal income taxes on foreign RECLASSIFICATIONS. Certain prior year amounts have been subsidiaries’ earnings deemed to be permanently reinvested and reclassified to conform to the 2001 presentation. any related taxes associated with such earnings are not material. USE OF ESTIMATES. The preparation of the consolidated finan- SELF-INSURANCE ACCRUALS. We are self-insured up to certain cial statements in conformity with accounting principles gener- levels for workers’ compensation, employee health care and ally accepted in the United States requires the use of estimates vehicle liabilities. Accruals are based on the actuarially estimated and assumptions that affect the reported amounts of assets and undiscounted cost of claims. Included in other liabilities at May 31, liabilities and disclosure of contingent assets and liabilities at the 2001 and 2000, were $363,664,000 and $324,869,000, respectively, date of the financial statements and the reported amounts of rev- enues and expenses during the reporting period. Actual results could differ from those estimates. 22

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    FedEx Corporation NOTE 2: BUSINESS COMBINATIONS On February 29, 2000, the common stock of Tower Group International, Inc. (“Tower”) was acquired for approximately On February 9, 2001, we completed the acquisition of American $140,000,000 in cash. Tower primarily provides international cus- Freightways, a multiregional less-than-truckload motor carrier, toms clearance services. This business is operating as a sub- for approximately $978,000,000, including $471,000,000 in cash, sidiary of FedEx Trade Networks. The excess of purchase price 11.0 million shares of FedEx common stock and options to pur- over the estimated fair value of the net assets acquired ($30,000,000) chase 1.5 million shares of FedEx common stock. The acquisition has been recorded as goodwill and is being amortized ratably was completed in a two-step transaction that included a cash over 25 years. tender offer and a merger that resulted in the acquisition of all outstanding shares of American Freightways. The first step of the On September 10, 1999, the assets of GeoLogistics Air Services, transaction was completed on December 21, 2000 by acquiring for Inc. were acquired for approximately $116,000,000 in cash. This cash 50.1% of the outstanding shares of American Freightways, business operates under the name Caribbean Transportation or 16,380,038 shares at a price of $28.13 per share. On February 9, Services, Inc. (“CTS”), and is a subsidiary of FedEx Trade Networks. 2001, American Freightways was merged into a newly-created CTS is an airfreight forwarder servicing freight shipments prima- subsidiary of FedEx and each remaining outstanding share of rily between the United States and Puerto Rico. The excess of American Freightways common stock was converted into purchase price over the estimated fair value of the net assets 0.6639 shares of common stock of FedEx. The excess purchase acquired ($103,000,000) has been recorded as goodwill and is price over the estimated fair value of the net assets acquired being amortized ratably over 15 years. (approximately $600 million) has been recorded as goodwill and The operating results of these acquired companies are included is being amortized ratably over 40 years. in consolidated operations from the date of acquisition. For The following unaudited pro forma consolidated results of opera- American Freightways, the results of operations are included tions are presented as if the acquisition of American Freightways from January 1, 2001, which was the date of acquisition for finan- had been made at the beginning of the periods presented: cial reporting purposes. Pro forma results including these acqui- May 31, sitions, except American Freightways, would not differ materially In thousands, except per share amounts 2001 2000 from reported results in any of the periods presented. Revenues $20,493,991 $19,541,425 Net income 601,825 710,119 NOTE 3: ACCRUED SALARIES AND EMPLOYEE BENEFITS AND Basic earnings per share 2.03 2.35 ACCRUED EXPENSES Diluted earnings per share 2.00 2.31 The components of accrued salaries and employee benefits and The pro forma consolidated results of operations include adjust- accrued expenses were as follows: ments to give effect to the amortization of goodwill, interest expense on acquisition-related debt and certain other purchase May 31 In thousands 2001 2000 accounting adjustments. The pro forma information is not neces- Salaries $ 192,892 $ 168,582 sarily indicative of the results of operations that would have Employee benefits 152,979 260,063 occurred had the purchase been made at the beginning of the peri- Compensated absences 354,035 327,102 ods presented or the future results of the combined operations. Total accrued salaries and employee benefits $ 699,906 $ 755,747 On March 31, 2000, the common stock of World Tariff, Limited Insurance $ 427,685 $ 363,899 (“World Tariff”) was acquired for approximately $8,400,000 in cash Taxes other than income taxes 239,718 237,342 and stock. World Tariff is a source of customs duty and tax infor- Other 405,517 406,646 mation around the globe. This business is operating as a sub- Total accrued expenses $1,072,920 $1,007,887 sidiary of FedEx Trade Networks. The excess of purchase price over the estimated fair value of the net assets acquired ($8,300,000) has been recorded as goodwill and is being amortized ratably over 25 years. 23

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    Notes to Consolidated Financial Statements NOTE 4: LONG-TERM DEBT AND OTHER FINANCING On February 12, 2001, senior unsecured notes were issued in the ARRANGEMENTS amount of $750,000,000. These notes are guaranteed by all of our May 31 subsidiaries that are not considered minor as defined by SEC reg- In thousands 2001 2000 ulations. Net proceeds from the borrowings were used to repay Unsecured debt $1,836,616 $ 975,862 indebtedness, principally borrowings under the commercial Commercial paper, weighted-average paper program, and for general corporate purposes. The notes interest rate of 6.73% – 521,031 were issued in three tranches, with the following terms and Capital lease obligations and tax exempt bonds, interest rates of 5.35% to 7.88%, interest rates: due through 2017, less bond reserves Amount Maturity Rate of $9,024 247,227 244,545 $250,000,000 2004 6.625% Other debt, interest rates of 9.68% to 11.12% 37,668 41,352 $250,000,000 2006 6.875% 2,121,511 1,782,790 $250,000,000 2011 7.250% Less current portion 221,392 6,537 $1,900,119 $1,776,253 In conjunction with the American Freightways acquisition on February 9, 2001, debt of $240,000,000 was assumed, a portion of We have a $1,000,000,000 revolving credit agreement with domes- which was refinanced subsequent to the acquisition. As of tic and foreign banks. The revolving credit agreement comprises May 31, 2001, $117,701,000 of the assumed debt had not been two parts. The first part provides for a commitment of $800,000,000 refinanced and remained outstanding. This debt matures through through January 27, 2003. The second part provides for a 364-day 2012 and bears interest at rates of 6.92% to 8.91%. commitment for $200,000,000 through September 30, 2001. Interest rates on borrowings under this agreement are generally deter- Scheduled annual principal maturities of long-term debt for the mined by maturities selected and prevailing market conditions. five years subsequent to May 31, 2001, are as follows: $221,400,000 The revolving credit agreement contains certain covenants and in 2002; $18,400,000 in 2003; $287,300,000 in 2004; $17,600,000 in restrictions, none of which are expected to significantly affect 2005; and $273,400,000 in 2006. our operations or ability to pay dividends. Long-term debt, exclusive of capital leases, had carrying values of As of May 31, 2001, approximately $2,655,000,000 was available $1,919,000,000 and $1,063,000,000 at May 31, 2001 and 2000, respec- for the payment of dividends under the restrictive covenant of the tively, compared with fair values of approximately $1,999,000,000 revolving credit agreement. Commercial paper borrowings are and $1,055,000,000 at those dates. The estimated fair values were backed by unused commitments under the revolving credit agree- determined based on quoted market prices or on the current rates ment and reduce the amount available under the agreement. offered for debt with similar terms and maturities. As of May 31, 2001, no commercial paper borrowings were out- standing and the entire credit facility was available. NOTE 5: LEASE COMMITMENTS The components of unsecured debt (net of discounts) were We utilize certain aircraft, land, facilities and equipment under as follows: capital and operating leases that expire at various dates through May 31 2038. In addition, supplemental aircraft are leased under agree- In thousands 2001 2000 ments that generally provide for cancellation upon 30 days’ notice. Senior debt: Interest rates of 6.63% to 7.25%, The components of property and equipment recorded under capi- due through 2011 $ 745,844 $ – tal leases were as follows: Interest rates of 9.65% to 9.88%, May 31 due through 2013 474,161 473,970 In thousands 2001 2000 Interest rate of 7.80%, due 2007 200,000 200,000 Package handling and ground support Interest rates of 6.92% to 8.91%, equipment and vehicles $196,900 $226,580 due through 2012 117,701 – Facilities 136,178 134,442 Bonds, interest rate of 7.60%, due in 2098 239,389 239,382 Computer and electronic equipment and other 2,858 6,852 Medium term notes: 335,936 367,874 Interest rates of 9.95% to 10.57%, Less accumulated amortization 236,921 260,526 due through 2007 59,054 62,510 $ 99,015 $107,348 Other 467 – $1,836,616 $975,862 24

  • Page 27

    FedEx Corporation Rent expense under operating leases for the years ended May 31 and 2000, respectively, 1,244,490 and 14,128,998 shares remained was as follows: in treasury. In thousands 2001 2000 1999 Minimum rentals $1,398,620 $1,298,821 $1,246,259 Stock Compensation Plans Contingent rentals 91,230 98,755 59,839 Options and awards outstanding under stock-based compen- $1,489,850 $1,397,576 $1,306,098 sation plans at May 31, 2001 are described below. As of May 31, Contingent rentals are based on hours flown under supplemental 2001, 25,880,128 shares of common stock were reserved for aircraft leases. issuance under these plans. The Board of Directors has author- ized the repurchase of common stock necessary for grants or A summary of future minimum lease payments under capital option exercises under these stock plans. leases and noncancellable operating leases (principally aircraft and facilities) with an initial or remaining term in excess of one Accounting Principles Board Opinion No. 25, “Accounting for year at May 31, 2001 is as follows: Stock Issued to Employees,” and related interpretations is Capital Operating applied to measure compensation expense for stock-based com- In thousands Leases Leases pensation plans. If compensation cost for stock-based compen- 2002 $ 15,416 $ 1,246,936 sation plans had been determined under SFAS 123, “Accounting 2003 15,279 1,134,413 for Stock-Based Compensation,” net income and earnings per 2004 15,132 1,043,549 share would have been the pro forma amounts indicated below: 2005 15,044 981,777 2006 15,040 916,084 In thousands, except per share amounts 2001 2000 1999 Thereafter 274,665 9,040,570 Net income: $350,576 $14,363,329 As reported $584,371 $688,336 $631,333 Pro forma 553,033 659,601 609,960 At May 31, 2001, the present value of future minimum lease pay- Earnings per share, assuming dilution: ments for capital lease obligations, including certain tax-exempt As reported $ 1.99 $ 2.32 $ 2.10 bonds, was $202,107,000. Pro forma 1.89 2.23 2.03 FedEx Express makes payments under certain leveraged operating Fixed Stock Option Plans leases that are sufficient to pay principal and interest on certain pass-through certificates. The pass-through certificates are not Under the provisions of our stock incentive plans, options may be direct obligations of, or guaranteed by, us or FedEx Express. granted to certain key employees (and, under the 1997 plan, to directors who are not employees) to purchase shares of common NOTE 6: PREFERRED STOCK stock at a price not less than its fair market value at the date of grant. Options granted have a maximum term of 10 years. The Certificate of Incorporation authorizes the Board of Directors, Vesting requirements are determined at the discretion of the at its discretion, to issue up to 4,000,000 shares of Series Preferred Compensation Committee of the Board of Directors. Presently, Stock. The stock is issuable in series, which may vary as to cer- option vesting periods range from one to eight years. At May 31, tain rights and preferences, and has no par value. As of May 31, 2001, there were 7,218,032 shares available for future grants 2001, none of these shares had been issued. under these plans. NOTE 7: COMMON STOCKHOLDERS’ INVESTMENT Beginning with the grants made on or after June 1, 1995, the fair value of each option grant was estimated on the grant date using Treasury Shares the Black-Scholes option-pricing model with the following assumptions for each option grant: During 2000, we purchased 15,208,356 treasury shares. Of these 2001 2000 1999 shares, 15,000,000, or approximately 5% of our outstanding shares Dividend yield 0% 0% 0% of common stock, were purchased under a stock repurchase pro- Expected volatility 35% 30% 25% gram at an average cost of $39.75 per share. Approximately Risk-free interest rate 4.3%–6.5% 5.6%–6.8% 4.2%–5.6% 11,000,000 of the shares held in treasury were reissued February Expected lives 2.5–5.5 years 2.5–9.5 years 2.5–5.5 years 9, 2001, for the acquisition of American Freightways. During 2001 and 2000, treasury shares were also utilized for issuances under the stock compensation plans discussed below. At May 31, 2001, 25

  • Page 28

    Notes to Consolidated Financial Statements The following table summarizes information about our fixed stock option plans for the years ended May 31: 2001 2000 1999 Weighted-Average Weighted-Average Weighted-Average Shares Exercise Price Shares Exercise Price Shares Exercise Price Outstanding at beginning of year 15,010,651 $29.12 13,399,532 $23.11 13,388,452 $19.74 Granted and assumed 4,267,753(1) 31.19 3,218,450 50.79 3,377,500 31.80 Exercised (1,465,684) 20.02 (1,232,699) 18.81 (3,135,640) 17.86 Forfeited (314,162) ___________________ 37.25 (374,632) ___________________ 33.81 (230,780) ___________________ 26.59 Outstanding at end of year 17,498,558 ___________________ 30.24 15,010,651 ___________________ 29.12 13,399,532 ___________________ 23.11 Exercisable at end of year 8,704,009 25.09 5,781,855 21.44 4,404,146 18.57 (1) Includes 1,479,016 options assumed upon acquisition of American Freightways in 2001. The weighted-average fair value of options granted during the year was $13.19, $16.63 and $9.12 for the years ended May 31, 2001, 2000 and 1999, respectively. The following table summarizes information about fixed stock options outstanding at May 31, 2001: Options Outstanding Options Exercisable Weighted-Average Range of Number Remaining Weighted-Average Number Weighted-Average Exercise Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price $ 8.63–$12.00 157,274 0.6 years $10.13 157,274 $10.13 12.19– 17.70 2,261,561 3.9 years 15.69 1,899,134 15.59 18.45– 25.19 4,687,294 4.8 years 20.44 3,023,630 20.48 26.44– 37.25 7,018,067 7.4 years 32.41 2,860,491 30.24 38.69– 55.94 3,374,362 ___________________ 8.3 years 50.04 763,480 _________________ 50.75 8.63– 55.94 17,498,558 6.4 years 30.24 8,704,009 25.09 Restricted Stock Plans Under the terms of our Restricted Stock Plans, shares of common stock are awarded to key employees. All restrictions on the shares expire over periods varying from two to five years from their date of award. Shares are valued at the market price at the date of award. Compensation related to these plans is recorded as a reduction of common stockholders’ investment and is being amortized to expense as restrictions on such shares expire. In March 2001, the Board of Directors approved an additional restricted stock plan, which authorized the issuance of up to 1,000,000 common shares. The following table summarizes information about restricted stock awards for the years ended May 31: 2001 2000 1999 Weighted-Average Weighted-Average Weighted-Average Shares Fair Value Shares Fair Value Shares Fair Value Awarded 330,250 $39.89 283,750 $51.90 252,000 $32.71 Forfeited 8,438 40.92 20,000 37.71 16,900 44.38 At May 31, 2001, there were 1,163,538 shares available for future awards under these plans. Compensation cost for the restricted stock plans was $11,426,000, $12,178,000 and $8,928,000 for 2001, 2000 and 1999, respectively. 26

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    FedEx Corporation NOTE 8: COMPUTATION OF EARNINGS PER SHARE The calculation of basic earnings per share and earnings per share, assuming dilution, for the years ended May 31 was as follows: In thousands, except per share amounts 2001 2000 1999 Net income applicable to common stockholders $584,371 $688,336 $631,333 Weighted-average common shares outstanding 288,745 291,727 295,983 Basic earnings per share $ 2.02 $ 2.36 $ 2.13 Weighted-average common shares outstanding 288,745 291,727 295,983 Common equivalent shares: Assumed exercise of outstanding dilutive options 14,690 12,735 13,090 Less shares repurchased from proceeds of assumed exercise of options (10,256) (8,136) (8,430) Weighted-average common and common equivalent shares outstanding 293,179 296,326 300,643 Earnings per share, assuming dilution $ 1.99 $ 2.32 $ 2.10 NOTE 9: INCOME TAXES Income taxes have been provided for foreign operations based upon the various tax laws and rates of the countries in which The components of the provision for income taxes for the years operations are conducted. There is no direct relationship between ended May 31 were as follows: our overall foreign income tax provision and foreign pretax book In thousands 2001 2000 1999 income due to the different methods of taxation used by coun- Current provision: tries throughout the world. Domestic Federal $310,408 $365,137 $385,164 A reconciliation of the statutory federal income tax rate to the State and local 42,788 48,837 49,918 effective income tax rate for the years ended May 31 is as follows: Foreign 36,152 39,844 22,730 389,348 453,818 457,812 2001 2000 1999 Deferred provision (credit): Statutory U.S. income tax rate 35.0% 35.0% 35.0% Domestic Increase resulting from: Federal (43,043) (3,444) (21,773) State and local income taxes, State and local (3,088) 469 (4,437) net of federal benefit 2.8 2.8 2.8 Foreign (15) (1,439) (1,871) Other, net (0.8) 1.7 2.7 (46,146) (4,414) (28,081) Effective tax rate 37.0% 39.5% 40.5% $343,202 $449,404 $429,731 The significant components of deferred tax assets and liabilities as of May 31 were as follows: In thousands 2001 2000 Deferred Tax Deferred Tax Deferred Tax Deferred Tax Assets Liabilities Assets Liabilities Property, equipment and leases $ 268,696 $ 815,504 $206,239 $686,547 Employee benefits 225,931 118,104 207,297 127,784 Self-insurance accruals 276,886 – 245,923 – Other 241,587 99,677 224,615 96,572 $1,013,100 $1,033,285 $884,074 $910,903 NOTE 10: EMPLOYEE BENEFIT PLANS pension plans provide benefits primarily based on final earnings and years of service and are funded in accordance with local PENSION PLANS. We sponsor defined benefit pension plans cov- laws and income tax regulations. Plan assets consist primarily ering a majority of employees. The largest plan covers certain of marketable equity securities and fixed income instruments. U.S. employees age 21 and over, with at least one year of service, and provides benefits based on average earnings and years of In 2001, we changed the actuarial valuation measurement date service. Plan funding is actuarially determined, and is also sub- for certain of our pension plans from May 31 to February 28 to ject to certain tax law limitations. International defined benefit conform to the measurement date used for our postretirement 27

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    Notes to Consolidated Financial Statements health care plans and to facilitate our planning and budgeting POSTRETIREMENT HEALTH CARE PLANS. FedEx Express and process. Additionally, in connection with the 2001 valuation, we FedEx Corporate Services, Inc. (“FedEx Services”) offer medical changed to the calculated value method of valuing plan assets. and dental coverage to eligible U.S. retirees and their eligible These changes had no impact on our 2001 financial position or dependents. Vision coverage is provided for retirees, but not their results of operations. dependents. Substantially all FedEx Express and FedEx Services U.S. employees become eligible for these benefits at age 55 The Federal Express Corporation Employees’ Pension Plan and and older, if they have permanent, continuous service of at least the FedEx Ground Package System, Inc. and Certain Affiliates 10 years after attainment of age 45 if hired prior to January 1, 1988, Career Reward Pension Plan were merged effective May 31, or at least 20 years after attainment of age 35 if hired on or after 2001. The name of the newly merged plan is the FedEx January 1, 1988. Life insurance benefits are provided only to retirees Corporation Employees’ Pension Plan. No pension benefit formu- of the former Tiger International, Inc. who retired prior to acquisition. las were changed as a result of the merger. FedEx Ground offers similar benefits to its eligible retirees. The following table provides a reconciliation of the changes in the pension and postretirement health care plans’ benefit obligations and fair value of assets over the two-year period ended May 31, 2001 and a statement of the funded status as of May 31, 2001 and 2000: In thousands Pension Plans Postretirement Health Care Plans 2001 2000 2001 2000 CHANGE IN BENEFIT OBLIGATION Benefit obligation at beginning of year $4,493,745 $ 4,385,519 $ 257,007 $ 246,186 Service cost 325,371 337,780 25,021 26,450 Interest cost 382,391 336,143 22,929 19,579 Amendments and benefit enhancements 39,254 12,853 371 1,420 Actuarial loss (gain) 210,692 (510,132) (12,141) (28,607) Plan participant contributions – – 1,722 1,112 Curtailment gain – – (1,232) – Foreign currency exchange rate changes (10,666) (618) – – Benefits paid (56,879) (67,800) (8,044) (9,133) Benefit obligation at end of year $5,383,908 $ 4,493,745 $ 285,633 $ 257,007 CHANGE IN PLAN ASSETS Fair value of plan assets at beginning of year $5,727,416 $ 4,952,431 $ – $ – Actual return on plan assets (142,537) 630,706 – – Foreign currency exchange rate changes (2,689) (5,192) – – Company contributions 96,723 217,271 6,322 8,021 Plan participant contributions – – 1,722 1,112 Benefits paid (56,879) (67,800) (8,044) (9,133) Fair value of plan assets at end of year $5,622,034 $ 5,727,416 $ – $ – FUNDED STATUS OF THE PLANS $ 238,126 $ 1,233,671 $(285,633) $(257,007) Unrecognized actuarial gain (159,958) (1,173,903) (60,099) (49,286) Unrecognized prior service cost 144,003 121,697 952 254 Unrecognized transition amount (9,511) (10,529) – – Prepaid (accrued) benefit cost $ 212,660 $ 170,936 $(344,780) $(306,039) AMOUNTS RECOGNIZED IN THE BALANCE SHEET AT MAY 31: Prepaid benefit cost $ 365,340 $ 302,935 $ – $ – Accrued benefit liability (152,680) (131,999) (344,780) (306,039) Minimum pension liability (19,848) (12,662) – – Intangible asset 19,848 12,662 – – Prepaid (accrued) benefit cost $ 212,660 $ 170,936 $(344,780) $(306,039) 28

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    FedEx Corporation Net periodic benefit cost for the years ended May 31 was as follows: In thousands Pension Plans Postretirement Health Care Plans 2001 2000 1999 2001 2000 1999 Service cost $ 325,371 $ 337,780 $ 331,005 $25,021 $26,450 $23,676 Interest cost 382,391 336,143 288,221 22,929 19,579 16,962 Expected return on plan assets (623,735) (546,169) (483,709) – – – Net amortization and deferral (23,702) 5,977 (1,948) (1,267) (93) (211) Curtailment gain – – – (1,620) – – $ 60,325 $ 133,731 $ 133,569 $45,063 $45,936 $40,427 WEIGHTED-AVERAGE ACTUARIAL ASSUMPTIONS Pension Plans Postretirement Health Care Plans 2001 2000 1999 2001 2000 1999 Discount rate 7.7% 8.5% 7.5% 8.2% 8.3% 7.3% Rate of increase in future compensation levels 4.0 5.0 4.6 – – – Expected long-term rate of return on assets 10.9 10.9 10.9 – – – The projected benefit obligation, accumulated benefit obligation plans was $99,400,000 in 2001, $125,300,000 in 2000 and and fair value of plan assets for the pension plans with benefit obli- $137,500,000 in 1999. Included in these expense amounts are cash gations in excess of plan assets were $258,700,000, $211,700,000 distributions made directly to employees of $44,800,000, and $57,100,000, respectively, as of May 31, 2001, and $177,900,000, $39,100,000 and $46,800,000 in 2001, 2000 and 1999, respectively. $126,300,000 and $2,700,000, respectively, as of May 31, 2000. NOTE 11: BUSINESS SEGMENT INFORMATION Future medical benefit costs are estimated to increase at an annual rate of 8.0% during 2002, decreasing to an annual growth We have determined our reportable operating segments to be rate of 6.0% in 2007 and thereafter. Future dental benefit costs FedEx Express, FedEx Ground and FedEx Freight, each of which were estimated to increase at an annual rate of 7.3% during 2002, operates in a single line of business. Segment financial perfor- decreasing to an annual growth rate of 6.0% in 2007 and there- mance is evaluated based on operating income. after. Our cost is capped at 150% of the 1993 employer cost and, Certain segment assets associated with the sales, marketing and therefore, is not subject to medical and dental trends after the information technology departments previously recorded at FedEx capped cost is attained. A 1% change in these annual trend rates Express and FedEx Ground were transferred to FedEx Services in would not have a significant impact on the accumulated postre- conjunction with its formation effective June 1, 2000. The related tirement benefit obligation at May 31, 2001, or 2001 benefit depreciation and amortization for those assets is now allocated expense. Claims are paid as incurred. to these operating segments as “Intercompany charges.” DEFINED CONTRIBUTION PLANS. Profit sharing and other defined Consequently, 2001 depreciation and amortization expense, contribution plans are in place covering a majority of U.S. employ- assets and capital expenditure segment information presented is ees age 21 and over, with at least one year of service as of the not comparable to prior periods. We believe the total amounts contribution date. Profit sharing plans provide for discretionary allocated to the business segments reasonably reflect the cost of employer contributions, which are determined annually by the providing such services. Our Other segment also includes the Board of Directors. Other plans provide matching funds based on operations of Viking through November 30, 2000, certain unallo- employee contributions to 401(k) plans. Expense under these cated corporate items and eliminations. 29

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    Notes to Consolidated Financial Statements The following table provides a reconciliation of reportable seg- The following table presents revenue by service type and ment revenues, depreciation and amortization, operating income geographic information for the years ended or as of May 31: and segment assets to consolidated financial statement totals: In thousands 2001 2000 1999 In thousands 2001 2000 1999 REVENUE BY SERVICE TYPE Revenues FedEx Express: FedEx Express $15,533,567 $15,068,338 $13,979,277 Package: FedEx Ground 2,236,562 2,032,570 1,878,107 U.S. overnight box(1) $ 5,829,972 $ 5,683,663 $ 5,409,036 FedEx Freight 835,298 – – U.S. overnight envelope(2) 1,870,881 1,854,181 1,776,426 Other 1,023,613 1,156,037 916,086 U.S. deferred 2,492,522 2,428,002 2,271,151 Consolidated Total $19,629,040 $18,256,945 $16,773,470 Total domestic package revenue 10,193,375 9,965,846 9,456,613 Depreciation and amortization International priority 3,939,612 3,551,593 3,018,828 FedEx Express $ 796,517 $ 997,735 $ 912,002 Total package revenue 14,132,987 13,517,439 12,475,441 FedEx Ground 110,934 99,140 82,640 Freight: FedEx Freight 43,693 – – U.S. 650,779 566,259 439,855 Other 324,630 57,988 40,476 International 424,216 492,280 530,759 Consolidated Total $ 1,275,774 $ 1,154,863 $ 1,035,118 Other 325,585 492,360 533,222 Operating income (loss) Total FedEx Express 15,533,567 15,068,338 13,979,277 FedEx Express $ 847,401(1) $ 899,610 $ 871,476(3) FedEx Ground 2,236,562 2,032,570 1,878,107 FedEx Ground 175,150 225,812 231,010 FedEx Freight 835,298 – – FedEx Freight 55,032 – – Other 1,023,613 1,156,037 916,086 Other (6,693)(2) 95,652 60,600 $19,629,040 $18,256,945 $16,773,470 Consolidated Total $ 1,070,890 $ 1,221,074 $ 1,163,086 GEOGRAPHIC INFORMATION(3) Segment assets Revenues: FedEx Express $ 9,570,621 $ 9,740,539 U.S. $14,857,625 $13,804,849 $12,910,107 FedEx Ground 1,157,988 1,057,519 International 4,771,415 4,452,096 3,863,363 FedEx Freight 1,703,121 – $19,629,040 $18,256,945 $16,773,470 Other 908,282 729,053 Long-lived assets: Consolidated Total $13,340,012 $11,527,111 U.S. $ 8,637,458 $ 7,224,219 International 1,253,493 1,018,148 (1) Includes $93,000,000 charge for impairment of certain assets related to the $ 9,890,951 $ 8,242,367 MD10 aircraft program and $9,000,000 charge related to the Ayres program. (2) Includes $22,000,000 of FedEx Supply Chain Services reorganization costs. (1) The U.S. overnight box category includes packages exceeding eight ounces in weight. (3) Includes $81,000,000 of strike contingency costs. (2) The U.S. overnight envelope category includes envelopes weighing eight ounces or less. The following table provides a reconciliation of reportable seg- (3) International revenue includes shipments that either originate in or are destined to ment capital expenditures to consolidated totals for the years locations outside the United States. Long-lived assets include property and equip- ment, goodwill and other long-term assets. Flight equipment is allocated between ended May 31: geographic areas based on usage. In thousands 2001 2000 1999 FedEx Express $1,233,051 $1,330,904 $1,550,161 FedEx Ground 212,415 244,073 179,969 FedEx Freight 62,276 – – Other 385,642 52,441 39,816 Consolidated Total $1,893,384 $1,627,418 $1,769,946 30

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    FedEx Corporation NOTE 12: SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest expense and income taxes for the years ended May 31 was as follows: In thousands 2001 2000 1999 Interest (net of capitalized interest) $155,860 $124,964 $114,326 Income taxes 444,850 354,614 437,340 Noncash investing and financing activities for the years ended May 31 were as follows: In thousands 2001 2000 1999 Fair value of assets surrendered under exchange agreements (with two airlines) $ – $ 19,450 $ 48,248 Fair value of assets acquired under exchange agreements 4,868 28,018 34,580 Fair value of assets surrendered (under) over fair value of assets acquired $ (4,868) $ (8,568) $ 13,668 Fair value of treasury stock and common stock options issued in business acquisition $506,390 $ 6,817 $ – NOTE 13: COMMITMENTS AND CONTINGENCIES Annual purchase commitments under various contracts as of May 31, 2001, were as follows: Aircraft- In thousands Aircraft Related(1) Other(2) Total 2002 $425,100 $611,200 $359,400 $1,395,700 2003 411,500 610,300 13,200 1,035,000 2004 231,500 525,000 8,000 764,500 2005 261,500 254,300 7,600 523,400 2006 228,700 189,700 7,600 426,000 (1) Primarily aircraft modifications, rotables, spare parts and spare engines. (2) Primarily facilities, vehicles, computer and other equipment. FedEx Express is committed to purchase 27 MD11s, nine DC10s, In January 2001, FedEx Express entered into a memorandum seven A300s, seven A310s and 75 Ayres ALM 200s to be delivered of understanding to acquire 10 A380 aircraft from Airbus through 2007. See Note 15 for additional information regarding Industrie. The acquisition of these aircraft is subject to the exe- the Ayres program. Deposits and progress payments of $8,300,000 cution of a definitive purchase agreement, which is currently have been made toward these purchases and other planned air- under negotiation. craft transactions. Because Ayres Corporation filed for Chapter 11 During most of 2001 and 2000, we entered into jet fuel hedging bankruptcy protection in November 2000, we believe it is unlikely contracts on behalf of our subsidiary FedEx Express, which were that any of the ALM 200 aircraft will be delivered to FedEx Express. designed to limit exposure to fluctuations in jet fuel prices. Under The purchase commitment amounts related to these aircraft are those jet fuel hedging contracts, payments were made (or received) $35,100,000, $96,100,000 and $75,800,000 in 2004, 2005 and 2006, based on the difference between a fixed price and the market respectively, and are included in the above table. price of jet fuel, as determined by an index of spot market prices FedEx Express has entered into agreements with two airlines to representing various geographic regions. The difference was acquire 53 DC10 aircraft (49 of which had been received as of recorded as an increase or decrease in fuel expense. Under jet May 31, 2001), spare parts, aircraft engines and other equipment, fuel hedging contracts, we received $92,206,000 in 2001 and and maintenance services in exchange for a combination of $18,512,000 in 2000. All outstanding jet fuel hedging contracts aircraft engine noise reduction kits and cash. Delivery of these were effectively closed at May 31, 2001 by entering into offsetting aircraft began in 1997 and will continue through 2002. Addition- jet fuel hedging contracts, resulting in a deferred charge of ally, these airlines may exercise put options through December 31, approximately $15,000,000, which will be recognized in 2002 as 2003, requiring FedEx Express to purchase up to 10 additional fuel is purchased. At May 31, 2000, the fair value of jet fuel hedging DC10s along with additional aircraft engines and equipment. contracts, which had no carrying value, was an asset of approxi- mately $51,060,000. 31

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    Notes to Consolidated Financial Statements NOTE 14: LEGAL PROCEEDINGS charge is comprised primarily of the write-off of deposits for aircraft purchases. Capitalized interest and other costs estimated We are subject to legal proceedings and claims that arise in the to be unrecoverable in connection with the bankruptcy of Ayres ordinary course of our business. In our opinion, the aggregate lia- Corporation were also expensed. bility, if any, with respect to these actions will not materially adversely affect our financial position or results of operations. NOTE 16: OTHER EVENTS NOTE 15: ASSET IMPAIRMENTS On April 24, 2001, FedEx Supply Chain Services committed to a plan to reorganize certain of its unprofitable, nonstrategic logistics busi- Asset impairment adjustments of $102,000,000 at FedEx Express ness and reduce overhead. Total 2001 costs of $22,000,000 were were recorded in the fourth quarter of 2001. Impaired assets incurred in connection with this plan, primarily comprising costs for were adjusted to fair value based on estimated fair market val- estimated contractual settlements ($8,000,000), asset impairment ues. All charges relating to asset impairments were reflected as charges ($5,000,000) and severance and employee separation other operating expenses in the Consolidated Statements of ($5,000,000). Asset impairment charges were recognized to reduce Income. The asset impairment charge was comprised of two parts: the carrying value of long-lived assets (primarily software) to esti- Certain assets related to the MD10 aircraft program $ 93,000,000 mated fair values, and an accrual of $17,000,000 was recorded for Ayres Loadmaster program deposits and other 9,000,000 the remaining reorganization costs. The accrual had a balance of $102,000,000 approximately $12,000,000 remaining at May 31, 2001, reflecting pri- These aircraft procurement programs were in place to ensure marily the payment of severance costs and contractual settlements. adequate aircraft capacity for future volume growth. Due to low- Approximately 120 principally administrative positions were elimi- ered capacity requirements, it became evident during the fourth nated under the plan. The reorganization will be completed in 2002. quarter of 2001 that FedEx Express had more aircraft capacity On January 10, 2001, FedEx Express and the U.S. Postal Service commitments than required. Certain aircraft awaiting modifica- entered into two service contracts: one for domestic air trans- tion under the MD10 program and the purchase commitments for portation of postal express shipments, and the other for placement the Ayres aircraft were evaluated and determined to be impaired. of FedEx Drop Boxes at U.S. Post Offices. The MD10 program curtailment charge is comprised primarily of In 2000, FedEx Express recorded nonoperating gains of approxi- the write down of impaired DC10 airframes, engines and parts to mately $11,000,000 from the sale of securities and approximately a nominal estimated salvage value. Costs relating to the disposal $12,000,000 from the insurance settlement for a leased MD11 air- of the assets were also recorded. These assets are expected to craft destroyed in October 1999. be disposed of primarily during 2002. The Ayres Loadmaster program NOTE 17: SUMMARY OF QUARTERLY OPERATING RESULTS (UNAUDITED) First Second Third Fourth In thousands, except per share amounts Quarter Quarter Quarter Quarter(1) 2001 Revenues $4,778,736 $4,894,921 $4,838,780 $5,116,603 Operating income 310,967 345,412 191,305 223,206 Income before income taxes 274,245 315,128 158,489 179,711 Net income 168,660 193,804 108,689 113,218 Earnings per common share .59 .68 .38 .38 Earnings per common share – assuming dilution .58 .67 .37 .38 2000 Revenues $4,319,977 $4,570,104 $4,518,057 $4,848,807 Operating income 283,807 304,535 206,472 426,260 Income before income taxes 262,880 282,928 186,998 404,934 Net income 159,034 171,183 113,128 244,991 Earnings per common share .53 .58 .39 .86 Earnings per common share – assuming dilution .52 .57 .39 .85 (1) Fourth quarter of 2001 includes a $102,000,000 charge for impairment of certain assets related to aircraft programs at FedEx Express and a $22,000,000 reorganization charge at FedEx Supply Chain Services. 32

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    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders of FedEx Corporation: We have audited the accompanying consolidated balance sheets of FedEx Corporation (a Delaware corporation) and subsidiaries as of May 31, 2001 and 2000, and the related consoli- dated statements of income, changes in stockholders’ invest- ment and comprehensive income and cash flows for each of the three years in the period ended May 31, 2001. These financial statements are the responsibility of FedEx’s management. Our responsibility is to express an opinion on these financial state- ments based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assur- ance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evi- dence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presenta- tion. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FedEx Corporation as of May 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2001, in conformity with accounting princi- ples generally accepted in the United States. Memphis, Tennessee June 27, 2001 33

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    SELECTED CONSOLIDATED FINANCIAL DATA Years ended May 31, In thousands, except per share amounts and Other Operating Data 2001 2000 1999 1998 1997 OPERATING RESULTS Revenues $19,629,040 $18,256,945 $16,773,470 $15,872,810 $14,237,892 Operating income(1) 1,070,890 1,221,074 1,163,086 1,010,660 507,002 Income from continuing operations before income taxes 927,573 1,137,740 1,061,064 899,518 425,865 Income from continuing operations 584,371 688,336 631,333 498,155 196,104 Income from discontinued operations – – – 4,875 – Net income(1) $ 584,371 $ 688,336 $ 631,333 $ 503,030 $ 196,104 PER SHARE DATA Earnings per share: Basic: Continuing operations $ 2.02 $ 2.36 $ 2.13 $ 1.70 $ .67 Discontinued operations – – – .02 – $ 2.02 $ 2.36 $ 2.13 $ 1.72 $ .67 Assuming dilution: Continuing operations $ 1.99 $ 2.32 $ 2.10 $ 1.67 $ .67 Discontinued operations – – – .02 – $ 1.99 $ 2.32 $ 2.10 $ 1.69 $ .67 Average shares of common stock outstanding 288,745 291,727 295,983 293,401 291,426 Average common and common equivalent shares outstanding 293,179 296,326 300,643 298,408 294,456 Cash dividends(2) – – – – – FINANCIAL POSITION Property and equipment, net $ 8,100,055 $ 7,083,527 $ 6,559,217 $ 5,935,050 $ 5,470,399 Total assets 13,340,012 11,527,111 10,648,211 9,686,060 9,044,316 Long-term debt, less current portion 1,900,119 1,776,253 1,359,668 1,385,180 1,597,954 Common stockholders’ investment 5,900,420 4,785,243 4,663,692 3,961,230 3,501,161 OTHER OPERATING DATA FedEx Express: Operating weekdays 255 257 256 254 254 Aircraft fleet 640 663 634 613 584 FedEx Ground: Operating weekdays 254 254 253 256 254 FedEx Freight:(3) Operating weekdays 107 – – – – Average full-time equivalent employees 176,960 163,324 156,386 150,823 145,995 (1) Asset impairment charges of $102,000,000 ($64,770,000, net of tax) at FedEx Express and reorganization costs of $22,000,000 ($13,530,000, net of tax) at FedEx Supply Chain Services were recorded in 2001. See Notes 15 and 16 of Notes to Consolidated Financial Statements included elsewhere herein. In connection with its 1997 restructuring, Viking recorded a pretax asset impairment charge of $225,000,000 ($175,000,000, net of tax). (2) Caliber declared dividends of $3,899,000 and $28,184,000 for 1998 and 1997, respectively. Caliber declared additional dividends of $10,833,000 from January 1, 1997 to May 25, 1997 that are not included in the preceding amounts. FedEx has never paid cash dividends on its common stock. (3) FedEx Freight results for 2001 include the operations of Viking from December 1, 2000 and American Freightways from January 1, 2001. FedEx Freight statistics for 2001 include the operations of both Viking and American Freightways from January 1, 2001. 34

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    BOARD OF DIRECTORS James L. Barksdale(3) Dr. Shirley A. Jackson(3) Managing Partner President The Barksdale Group Rensselaer Polytechnic Institute Venture capital firm Technological university Robert L. Cox(1) George J. Mitchell(1) Partner Special Counsel Waring Cox Verner, Liipfert, Bernhard, McPherson and Hand Law firm Law firm Ralph D. DeNunzio(2 *) Frederick W. Smith President Chairman, President and Harbor Point Associates, Inc. Chief Executive Officer Private investment and consulting firm FedEx Corporation Judith L. Estrin(3 *) Dr. Joshua I. Smith(1) President and Chief Executive Officer Chairman and Managing Partner Packet Design, Inc. Coaching Group, LLC Internet technology company Consulting firm F. Sheridan Garrison Paul S. Walsh(2) Chairman Emeritus and Founder Group Chief Executive Officer American Freightways, Inc. Diageo plc Consumer food and beverage company Philip Greer(1 *) Senior Managing Director Peter S. Willmott(1) Weiss, Peck & Greer, L.L.C. Chairman and Chief Executive Officer Investment management firm Willmott Services, Inc. Retail and consulting firm J.R. Hyde, III(2) Chairman (1) Audit Committee (2) Compensation Committee Pittco Management, LLC (3) Information Technology Oversight Committee Investment management firm (*) Committee Chair 35

  • Page 38

    EXECUTIVE OFFICERS FEDEX CORPORATION Frederick W. Smith Kenneth R. Masterson Chairman, President and Executive Vice President, Chief Executive Officer General Counsel and Secretary Alan B. Graf, Jr. T. Michael Glenn Executive Vice President and Executive Vice President, Chief Financial Officer Market Development and Corporate Communications Robert B. Carter James S. Hudson Executive Vice President and Corporate Vice President and Chief Information Officer Chief Accounting Officer FEDEX EXPRESS FEDEX GROUND David J. Bronczek Daniel J. Sullivan President and Chief Executive Officer President and Chief Executive Officer David F. Rebholz Ivan T. Hofmann Executive Vice President, Executive Vice President and Operations and Systems Support Chief Operating Officer Michael L. Ducker Rodger G. Marticke Executive Vice President, Executive Vice President, International Administration FEDEX FREIGHT FEDEX CUSTOM CRITICAL Douglas G. Duncan John G. Pickard President and Chief Executive Officer President and Chief Executive Officer Thomas R. Garrison FEDEX TRADE NETWORKS President and Chief Executive Officer, G. Edmond Clark American Freightways, Inc. President and Chief Executive Officer Tilton G. Gore President and Chief Executive Officer, Viking Freight, Inc. 36

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    CORPORATE INFORMATION STOCK LISTING: FedEx Corporation’s common stock is listed on FINANCIAL INFORMATION, INCLUDING FORM 10-K: Copies the New York Stock Exchange under the ticker symbol FDX. of FedEx Corporation’s Annual Report on Form 10-K (excluding exhibits), other documents filed with the Securities and Exchange STOCKHOLDERS: At July 10, 2001, there were 17,778 stockholders Commission (SEC) and other financial and statistical information of record. are available on our Internet Web site at fedex.com. You will be mailed a copy of the Form 10-K upon request to Investor MARKET INFORMATION: Following are high and low sale prices, Relations, FedEx Corporation, 942 South Shady Grove Road, by quarter, for FedEx Corporation common stock in 2001 and 2000. Memphis, Tennessee 38120, (901) 818-7200. Documents filed elec- We have not declared any cash dividends. tronically with the SEC can also be found on the Internet at the SEC’s Web site at www.sec.gov. First Second Third Fourth Quarter Quarter Quarter Quarter INVESTMENT COMMUNITY INQUIRIES: Contact J. H. Clippard, Jr., FY 2001 High $43.44 $49.85 $48.40 $44.24 Vice President, Investor Relations, FedEx Corporation, 942 South Low 33.38 38.04 36.35 35.50 Shady Grove Road, Memphis, Tennessee 38120, (901) 818-7200, or FY 2000 visit the Company’s Web site at fedex.com. High $57.13 $47.31 $47.94 $42.44 Low 38.50 34.88 33.19 30.56 AUDITORS: Arthur Andersen LLP, Memphis, Tennessee. CORPORATE HEADQUARTERS: 942 South Shady Grove Road, EQUAL EMPLOYMENT OPPORTUNITY: FedEx Corporation is Memphis, Tennessee 38120, (901) 818-7500. firmly committed to afford Equal Employment Opportunity to all individuals regardless of age, sex, race, color, religion, national ANNUAL MEETING: The annual meeting of stockholders will be origin, citizenship, disability, or status as a Vietnam era or special held at the Peabody Hotel, 149 Union Avenue, Memphis, Tennessee disabled veteran. We are strongly bound to this commitment on Monday, September 24, 2001, at 10:00 a.m. Central time. because adherence to Equal Employment Opportunity principles is the only acceptable way of life. We adhere to those principles not GENERAL AND MEDIA INQUIRIES: Contact Shirlee M. Clark, just because they’re the law, but because it’s the right thing to do. Director, Public Relations, FedEx Corporation, 942 South Shady Grove Road, Memphis, Tennessee 38120, (901) 434-8400. SERVICE MARKS: FedEx,® the FedEx® logo, FedEx International Priority® and Federal Express® are registered service marks of STOCKHOLDER ACCOUNT INQUIRIES: Contact EquiServe Federal Express Corporation. Reg. U.S. Pat. & Tm. Off. and in cer- Trust Company, N.A., P.O. Box 2500, Jersey City, New Jersey tain other countries. Used under license. FedEx Insight,SM FedEx 07303-2500, (800) 446-2617/John H. Ruocco (312) 499-7033. Extra Hours,SM FedEx Global Trade Manager,SM the FedEx Express,SM FedEx Ground,SM FedEx Custom Critical,SM Fedex Freight,SM FedEx DIRECT STOCK PURCHASE INQUIRIES: For information on The Trade NetworksSM and FedEx ServicesSM logos are service marks DirectServiceTM Investment Program for FedEx Corporation, call of Federal Express Corporation. Used under license. Viking is a (800) 524-3120. This program provides an alternative to traditional service mark of Viking Freight, Inc. and American Freightways is retail brokerage methods of purchasing, holding, and selling a service mark of American Freight Corporation. FedEx common stock. Design by Addison www.addison.com Portions of this annual report were printed on recycled paper. 37

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    FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120 fedex.com

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