FEDEX CORPORATION
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By:
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/s/ Michael C. Lenz
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Name: Michael C. Lenz
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Title: Corporate Vice President and Treasurer
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[Signature Page to Amendment]
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JPMORGAN CHASE BANK, N.A. , as Administrative Agent
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By:
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/s/ Robert P. Kellas
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Name: Robert P. Kellas
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Title: Executive Director
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[Signature Page to Amendment]
Exhibit A
Schedule 2.01
SCHEDULE 2.01
LENDERS AND
COMMITMENTS
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Lender
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Allocation
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JPMorgan Chase Bank, N.A.
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$147,857,146
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Bank of America, N.A.
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$147,857,144
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Citibank, N.A.
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$147,857,144
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The Bank of Nova Scotia
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$147,857,144
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BNP Paribas
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$97,857,142
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Deutsche Bank AG New York Branch
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$97,857,142
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Goldman Sachs Bank USA
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$97,857,142
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HSBC Bank USA, National Association
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$97,857,142
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ING Bank N.V. - Dublin Branch
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$97,857,142
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Mizuho Bank (USA)
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$97,857,142
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Regions Bank
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$97,857,142
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SunTrust Bank
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$97,857,142
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Wells Fargo Bank, National Association
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$97,857,142
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Morgan Stanley Bank, N.A.
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$72,857,144
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Commerzbank AG, New York Branch
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$55,000,000
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PNC Bank, National Association
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$55,000,000
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Sumitomo Mitsui Banking Corporation
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$55,000,000
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The Bank of New York Mellon
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$55,000,000
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U.S. Bank N.A.
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$55,000,000
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The Bank of Tokyo Mitsubishi UFJ, Ltd.
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$45,000,000
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First Tennessee Bank
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$35,000,000
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KBC Bank NV
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$35,000,000
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Standard Chartered Bank
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$35,000,000
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State Street Bank and Trust Company
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$30,000,000
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Total: $2,000,000,00
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EXHIBIT 12.1
FEDEX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(IN MILLIONS, EXCEPT RATIOS)
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Nine Months Ended
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February 28,
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Year Ended May 31,
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2018
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2017
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2017
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2016
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2015
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2014
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2013
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Earnings:
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Income before income taxes
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$
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2,995
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$
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3,119
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$
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4,579
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$
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2,740
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$
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1,627
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$
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3,658
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$
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4,338
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Add back:
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Interest expense, net of capitalized interest
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395
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370
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502
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336
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235
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160
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82
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Amortization of debt issuance costs
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2
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8
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11
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8
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5
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4
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5
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Portion of rent expense representative of
interest factor
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914
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742
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1,182
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924
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908
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876
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864
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Earnings as adjusted
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$
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4,306
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$
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4,239
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$
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6,274
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$
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4,008
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$
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2,775
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$
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4,698
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$
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5,289
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Fixed Charges:
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Interest expense, net of capitalized interest
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$
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395
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$
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370
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$
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502
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$
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336
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$
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235
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$
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160
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$
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82
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Capitalized interest
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45
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30
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41
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42
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37
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29
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45
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Amortization of debt issuance costs
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2
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8
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11
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8
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5
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4
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5
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Portion of rent expense representative of
interest factor
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914
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742
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1,182
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924
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908
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876
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864
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$
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1,356
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$
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1,150
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$
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1,736
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$
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1,310
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$
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1,185
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$
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1,069
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$
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996
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Ratio of Earnings to Fixed Charges
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3.2
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3.7
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3.6
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3.1
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2.3
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4.4
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5.3
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EXHIBIT 15.1
The Board of Directors and Stockholders
FedEx Corporation
We are aware of the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-222198, 333-192957, 333-171232, 333-45037, 333-34934, 333-100572, 333-111399, 333-121418, 333-130619, and 333-156333 and Form S-3 No. 333-207036) of FedEx Corporation and in the related Prospectuses of our report dated March 21, 2018, relating to the unaudited condensed consolidated interim financial statements of FedEx Corporation that are included in its Form 10-Q for the quarter ended February 28, 2018.
/s/ Ernst & Young LLP
Memphis, Tennessee
March 21, 2018
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Frederick W. Smith, certify that:
1.
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I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 21, 2018
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Alan B. Graf, Jr., certify that:
1.
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I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 21, 2018
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/s/ Alan B. Graf, Jr.
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Alan B. Graf, Jr.
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Executive Vice President and
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Chief Financial Officer
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FedEx Corporation (“FedEx”) on Form 10-Q for the period ended February 28, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frederick W. Smith, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx.
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Date: March 21, 2018
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/s/ Frederick W. Smith
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Frederick W. Smith
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Chairman and
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Chief Executive Officer
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EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FedEx Corporation (“FedEx”) on Form 10-Q for the period ended February 28, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan B. Graf, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx.
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Date: March 21, 2018
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/s/ Alan B. Graf, Jr.
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Alan B. Graf, Jr.
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Executive Vice President and
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Chief Financial Officer
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