Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	February 28, 2019 (Unaudited)		May 31, 2018		August 31, 2019 (Unaudited)		May 31, 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,872	$	3,265	$	2,389	$	2,319
Receivables, less allowances of $318 and $401		9,037		8,481
Spare parts, supplies and fuel, less allowances of $339 and $268		546		525
Receivables, less allowances of $304 and $300						9,312		9,116
Spare parts, supplies and fuel, less allowances of $337 and $335						574		553
Prepaid expenses and other		1,045		1,070		742		1,098
Total current assets		13,500		13,341		13,017		13,086
PROPERTY AND EQUIPMENT, AT COST		58,164		55,121		61,436		59,511
Less accumulated depreciation and amortization		28,396		26,967		29,826		29,082
Net property and equipment		29,768		28,154		31,610		30,429
OTHER LONG-TERM ASSETS
Operating lease right-of-use assets						13,819		—
Goodwill		6,916		6,973		6,821		6,884
Other assets		4,280		3,862		3,185		4,004
Total other long-term assets		11,196		10,835		23,825		10,888
	$	54,464	$	52,330	$	68,452	$	54,403

The accompanying notes are an integral part of these condensed consolidated financial statements.

	February 28, 2019 (Unaudited)			May 31, 2018			August 31, 2019 (Unaudited)			May 31, 2019
LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES
Short-term borrowings	$	225		$	—
Current portion of long-term debt		973			1,342		$	35		$	964
Accrued salaries and employee benefits		1,659			2,177			1,522			1,741
Accounts payable		3,156			2,977			3,179			3,030
Operating lease liabilities								1,896			—
Accrued expenses		3,243			3,131			3,303			3,278
Total current liabilities		9,256			9,627			9,935			9,013
LONG-TERM DEBT, LESS CURRENT PORTION		17,218			15,243			18,726			16,617
OTHER LONG-TERM LIABILITIES
Deferred income taxes		3,211			2,867			2,953			2,821
Pension, postretirement healthcare and other benefit obligations		1,847			2,187			4,132			5,095
Self-insurance accruals		1,861			1,784			1,924			1,899
Operating lease liabilities								12,137			—
Deferred lease obligations		512			551			—			531
Deferred gains, principally related to aircraft transactions		118			121
Other liabilities		547			534			479			670
Total other long-term liabilities		8,096			8,044			21,625			11,016
COMMITMENTS AND CONTINGENCIES
COMMON STOCKHOLDERS’ INVESTMENT
Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of February 28, 2019 and May 31, 2018		32			32
Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of August 31, 2019 and May 31, 2019								32			32
Additional paid-in capital		3,209			3,117			3,257			3,231
Retained earnings		26,650			24,823			25,048			24,648
Accumulated other comprehensive loss		(737	)		(578	)		(918	)		(865	)
Treasury stock, at cost		(9,260	)		(7,978	)		(9,253	)		(9,289	)
Total common stockholders’ investment		19,894			19,416			18,166			17,757
	$	54,464		$	52,330		$	68,452		$	54,403

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three Months Ended						Nine Months Ended
	February 28,						February 28,						Three Months Ended
	2019			2018			2019			2018			August 31,
				As Adjusted						As Adjusted			2019			2018
REVENUES	$	17,010		$	16,526		$	51,886		$	48,136		$	17,048		$	17,052
OPERATING EXPENSES:
Salaries and employee benefits		6,069			6,124			18,589			17,677			6,087			6,260
Purchased transportation		4,253			3,935			12,566			11,220			4,028			3,967
Rentals and landing fees		874			873			2,533			2,526			920			823
Depreciation and amortization		851			786			2,487			2,293			879			808
Fuel		907			914			2,945			2,435			870			986
Maintenance and repairs		658			628			2,144			1,968			768			735
Business realignment costs		4			—			4			—
Other		2,483			2,408			7,468			7,073			2,519			2,402
		16,099			15,668			48,736			45,192			16,071			15,981
OPERATING INCOME		911			858			3,150			2,944			977			1,071
OTHER INCOME (EXPENSE):
Interest, net		(135	)		(125	)		(393	)		(363	)		(137	)		(127	)
Other retirement plans income		158			143			474			436			168			158
Other, net		(3	)		(2	)		(22	)		(22	)		(12	)		(1	)
		20			16			59			51			19			30
INCOME BEFORE INCOME TAXES		931			874			3,209			2,995			996			1,101
PROVISION FOR INCOME TAXES		192			(1,200	)		700			(450	)		251			266
NET INCOME	$	739		$	2,074		$	2,509		$	3,445		$	745		$	835
EARNINGS PER COMMON SHARE:
Basic	$	2.83		$	7.74		$	9.55		$	12.85		$	2.86		$	3.15
Diluted	$	2.80		$	7.59		$	9.41		$	12.63		$	2.84		$	3.10
DIVIDENDS DECLARED PER COMMON SHARE	$	0.65		$	0.50		$	2.60		$	2.00		$	1.30		$	1.30

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three Months Ended						Nine Months Ended						Three Months Ended
	February 28,						February 28,						August 31,
	2019			2018			2019			2018			2019			2018
NET INCOME	$	739		$	2,074		$	2,509		$	3,445		$	745		$	835
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustments, net of tax expense of $9 and tax benefit of $22 in 2019 and tax expense of $9 and $26 in 2018		103			100			(90	)		119
Amortization of prior service credit, net of tax benefit of $7 and $21 in 2019 and tax benefit of $7 and $29 in 2018		(23	)		(23	)		(69	)		(61	)
Foreign currency translation adjustments, net of tax benefit of $3 in 2019 and $24 in 2018														(83	)		(162	)
Amortization of prior service credit, net of tax benefit of $6 in 2019 and $7 in 2018														(21	)		(23	)
		80			77			(159	)		58			(104	)		(185	)
COMPREHENSIVE INCOME	$	819		$	2,151		$	2,350		$	3,503		$	641		$	650

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Nine Months Ended						Three Months Ended
	February 28,						August 31,
	2019			2018			2019			2018
Operating Activities:
Net income	$	2,509		$	3,445		$	745		$	835
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		2,487			2,293			879			808
Provision for uncollectible accounts		221			177			105			82
Stock-based compensation		141			135			67			68
Deferred income taxes and other noncash items		250			(914	)		694			23
Changes in assets and liabilities:
Receivables		(780	)		(986	)		(267	)		(380	)
Other assets		(96	)		(151	)		(118	)		(120	)
Accounts payable and other liabilities		(1,307	)		(2,781	)		(1,537	)		(584	)
Other, net		(102	)		(56	)		(3	)		(31	)
Cash provided by operating activities		3,323			1,162			565			701
Investing Activities:
Capital expenditures		(3,757	)		(3,994	)		(1,418	)		(1,179	)
Business acquisitions, net of cash acquired		—			(44	)
Proceeds from asset dispositions and other		62			21			(1	)		78
Cash used in investing activities		(3,695	)		(4,017	)		(1,419	)		(1,101	)
Financing Activities:
Proceeds from short-term borrowings, net		220			797			—			299
Principal payments on debt		(874	)		(31	)		(985	)		(2	)
Proceeds from debt issuances		2,463			1,481			2,093			—
Proceeds from stock issuances		58			284			12			25
Dividends paid		(514	)		(402	)		(170	)		(173	)
Purchase of treasury stock		(1,365	)		(558	)		(3	)		(625	)
Other, net		5			6			(5	)		4
Cash (used in) provided by financing activities		(7	)		1,577
Cash provided by (used in) financing activities								942			(472	)
Effect of exchange rate changes on cash		(14	)		98			(18	)		(24	)
Net decrease in cash and cash equivalents		(393	)		(1,180	)
Net increase (decrease) in cash and cash equivalents								70			(896	)
Cash and cash equivalents at beginning of period		3,265			3,969			2,319			3,265
Cash and cash equivalents at end of period	$	2,872		$	2,789		$	2,389		$	2,369

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON ~~STOCKHOLDERS'~~STOCKHOLDERS’ INVESTMENT

	Three Months Ended						Nine Months Ended						Three Months Ended
	February 28,						February 28,						August 31,
	2019			2018			2019			2018			2019			2018
Common Stock
Beginning Balance	$	32		$	32		$	32		$	32		$	32		$	32
Ending Balance		32			32			32			32			32			32
Additional Paid-in-Capital
Beginning Balance		3,185			3,055			3,117			3,005			3,231			3,117
Employee incentive plans and other		24			30			92			80			26			37
Ending Balance		3,209			3,085			3,209			3,085			3,257			3,154
Retained Earnings
Beginning Balance		26,080			21,785			24,823			20,833			24,648			24,823
Net Income		739			2,074			2,509			3,445			745			835
Cash dividends declared ($0.65, $0.50, $2.60, and $2.00 per share)		(169	)		(133	)		(683	)		(535	)
Cash dividends declared ($1.30 and $1.30 per share)														(339	)		(344	)
Employee incentive plans and other		—			(16	)		1			(33	)		(2	)		1
Adoption of new accounting standards on June 1, 2019⁽¹⁾														(4	)		—
Ending Balance		26,650			23,710			26,650			23,710			25,048			25,315
Accumulated Other Comprehensive Income
Beginning Balance		(817	)		(434	)		(578	)		(415	)		(865	)		(578	)
Other comprehensive income, net of tax (expense)/benefit of ($2), ($2), $43, and $3		80			77			(159	)		58
Other comprehensive income, net of tax benefit of $9 and $31														(104	)		(185	)
Reclassification to retained earnings due to the adoption of a new accounting standard on June 1, 2019⁽²⁾														51			—
Ending Balance		(737	)		(357	)		(737	)		(357	)		(918	)		(763	)
Treasury Stock
Beginning Balance		(9,186	)		(7,383	)		(7,978	)		(7,382	)		(9,289	)		(7,978	)
Purchase of treasury stock (0.6, 1.2, 6.0, and 2.4 million shares)		(93	)		(288	)		(1,365	)		(558	)
Employee incentive plans and other (0.1, 0.7, 0.6, and 2.7 million shares)		19			95			83			364
Purchase of treasury stock (0.02 and 2.6 million shares)														(3	)		(625	)
Employee incentive plans and other (0.3 and 0.3 million shares)														39			38
Ending Balance		(9,260	)		(7,576	)		(9,260	)		(7,576	)		(9,253	)		(8,565	)
Total Common Stockholders' Investment Balance	$	19,894		$	18,894		$	19,894		$	18,894		$	18,166		$	19,173

The accompanying notes are an integral part of these condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. These interim financial statements of FedEx Corporation (“FedEx”) have been prepared in accordance with accounting principles generally accepted in the United States and Securities and Exchange Commission (“SEC”) instructions for interim financial information, and should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, ~~2018~~2019 (“Annual Report”). Significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in our Annual Report.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) necessary to present fairly our financial position as of ~~February 28,~~August 31, 2019, and the results of our operations for the ~~three- and nine-month~~three-month periods ended ~~February 28,~~August 31, 2019 and 2018, cash flows for the ~~nine-month~~three-month periods ended ~~February 28,~~August 31, 2019 and 2018, and changes in common stockholders’ investment for the ~~three- and nine-month~~three-month periods ended ~~February 28,~~August 31, 2019 and 2018. Operating results for the ~~three- and nine-month periods~~three-month period ended ~~February 28,~~August 31, 2019 are not necessarily indicative of the results that may be expected for the year ending May 31, ~~2019.~~2020.

RECLASSIFICATIONS. Certain reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year presentation.

We recognize revenue upon delivery of shipments for our transportation businesses and upon completion of services for our business services, logistics and trade services businesses. Transportation services are provided with the use of employees and independent businesses that contract with FedEx. FedEx is the principal to the transaction for most of these services and revenue is recognized on a gross basis based on the transfer of control to the customer. Costs associated with independent businesses providing transportation services are recognized as incurred and included in the caption “Purchased transportation” in the accompanying unaudited condensed consolidated statements of income.

For shipments in transit, revenue is recorded based on the percentage of service completed at the balance sheet date which results in our recognizing revenue over time as we perform the services in the contract because of the continuous transfer of control to the customer. Our customers receive the benefit of our services as the goods are transported from one location to another. If we were unable to complete delivery to the final location, another entity would not need to reperform the transportation service already performed. As control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance obligation.

The vast majority of our contracts include only one performance obligation, which is short in duration and spans only a few days. However, if a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative stand-alone selling prices of the promised goods or services underlying each performance obligation. We frequently sell standard transportation services with observable stand-alone sales prices. In these instances, the observable stand-alone sales are used to determine the stand-alone selling price.

We sell customized customer-specific solutions, such as logistics, through which we provide the service of integrating a complex set of tasks and components into a single capability (even if that single capability results in the delivery of multiple units). Therefore, the entire contract is accounted for as one performance obligation. In these cases, we typically use the expected cost plus a margin approach to estimate the stand-alone selling price of each performance obligation.

It is common for our contracts to contain customer incentives, guaranteed service refunds or other provisions that can either increase or decrease the transaction price. These variable amounts are generally awarded based upon certain incentive achievements or performance metrics. We estimate variable consideration as the most likely amount to which we expect to be entitled. Estimates for adjustments to revenue and accounts receivable are recognized at the time of shipment for certain customer initiatives, money-back service guarantees and billing corrections based on our assessment of historical, current and forecasted information available. Delivery costs are accrued as incurred.

Contracts are often modified to account for changes in the rates we charge our customers or to add additional distinct services. We consider contract modifications to exist when the modification either creates new enforceable rights and obligations or alters the existing arrangement. Contract modifications that add distinct goods or services are treated as separate contracts. Contract modifications that do not add distinct goods or services typically change the price of existing services. These contract modifications are accounted for prospectively as the remaining performance obligations are executed.

Contract assets include billed and unbilled amounts resulting from in-transit packages, as we have an unconditional right to payment only once all performance obligations have been completed (e.g., packages have been delivered). Contract assets are generally classified as current and the full balance is converted each quarter based on the short-term nature of the transactions. Our contract liabilities consist of advance payments and billings in excess of revenue. The full balance of deferred revenue is converted each quarter based on the short-term nature of the transactions.

Gross contract assets related to in-transit packages totaled ~~$526~~$466 million and ~~$542~~$533 million at ~~February 28,~~August 31, 2019 and May 31, ~~2018,~~2019, respectively. Contract assets net of deferred unearned revenue were ~~$353~~$338 million and ~~$363~~$364 million at ~~February 28,~~August 31, 2019 and May 31, ~~2018,~~2019, respectively. Contract assets are included within current assets in the accompanying unaudited condensed consolidated balance sheets. Contract liabilities related to advance payments from customers were $9$10 million and ~~$13~~$11 million at ~~February 28,~~August 31, 2019 and May 31, ~~2018,~~2019, respectively. Contract liabilities are included within current liabilities in the accompanying unaudited condensed consolidated balance sheets.

Our contract logistics, global trade services and certain transportation businesses engage in some transactions wherein they act as agents. Revenue from these transactions is recorded on a net basis. Net revenue includes billings to customers less third-party charges, including transportation or handling costs, fees, commissions and taxes and duties.

Certain of our revenue-producing transactions are subject to taxes, such as sales tax, assessed by governmental authorities. We present these revenues net of tax. Under the typical payment terms of our customer contracts, the customer pays at periodic intervals (e.g., every 15 days, 30 days, 45 days, etc.) for shipments included on invoices received. It is not customary business practice to extend payment terms past 90 days, and as such, we do not have a practice of including a significant financing component within our revenue contracts with customers.

The following table provides revenue by service type (dollars in millions) for the periods ended ~~February 28.~~August 31. This presentation is consistent with how we organize our segments internally for making operating decisions and measuring performance.

	Three Months Ended				Nine Months Ended				Three Months Ended
	2019		2018		2019		2018		2019		2018
REVENUE BY SERVICE TYPE
FedEx Express segment:
Package:
U.S. overnight box	$	1,844	$	1,836	$	5,678	$	5,373	$	1,866	$	1,886
U.S. overnight envelope		433		435		1,345		1,317		479		468
U.S. deferred		1,119		996		3,131		2,796		956		952
Total U.S. domestic package revenue		3,396		3,267		10,154		9,486		3,301		3,306
International priority		1,738		1,841		5,508		5,469		1,817		1,874
International economy		806		793		2,541		2,378		855		850
Total international export package revenue		2,544		2,634		8,049		7,847		2,672		2,724
International domestic⁽¹⁾		1,078		1,140		3,412		3,424		1,076		1,131
Total package revenue		7,018		7,041		21,615		20,757		7,049		7,161
Freight:
U.S.		772		739		2,294		2,040		695		730
International priority		477		532		1,574		1,527		464		533
International economy		495		492		1,568		1,354		516		519
International airfreight		76		93		244		276		66		85
Total freight revenue		1,820		1,856		5,680		5,197		1,741		1,867
Other		167		201		536		620		155		194
Total FedEx Express segment		9,005		9,098		27,831		26,574		8,945		9,222
FedEx Ground segment		5,261		4,828		15,202		13,598		5,179		4,799
FedEx Freight segment		1,750		1,613		5,627		4,950		1,905		1,959
FedEx Services segment		402		397		1,248		1,213		4		9
Other and eliminations⁽²⁾		592		590		1,978		1,801		1,015		1,063
	$	17,010	$	16,526	$	51,886	$	48,136	$	17,048	$	17,052

LEASES. We lease certain facilities, aircraft, equipment and vehicles under operating and finance leases that expire at various dates through 2059. A determination of whether a contract contains a lease is made at the inception of the arrangement. Our leased facilities include national, regional and metropolitan sorting facilities, retail facilities and administrative buildings. We leased 6% of our total aircraft fleet as of August 31, 2019 and May 31, 2019.

Our leases generally contain options to extend or terminate the lease. We reevaluate our leases on a regular basis to consider the economic and strategic incentives of exercising the renewal options, and how they align with our operating strategy. Therefore, substantially all the renewal option periods are not included within the lease term and the associated payments are not included in the measurement of the right-of-use asset and lease liability as the options to extend are not reasonably certain at lease commencement.

The lease liabilities are measured at the lease commencement date and determined using the present value of the minimum lease payments not yet paid and our incremental borrowing rate, which approximates the rate at which we would borrow, on a collateralized basis, over the term of a lease in the applicable currency environment. The interest rate implicit in the lease is generally not determinable in transactions where we are the lessee.

For real estate leases, we account for lease components and non-lease components (such as common area maintenance) as a single lease component. Certain real estate leases require additional payments based on sales volume and index based rate increases, as well as reimbursement for real estate taxes, common area maintenance and insurance, which are expensed as incurred as variable lease costs. Certain leases contain fixed lease payments for items such as real estate taxes, common area maintenance and insurance. These fixed payments are considered part of the lease payment and included in the right-of-use assets and lease liabilities.

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of Federal Express Corporation (“FedEx Express”), who are a small number of its total employees, are employed under a collective bargaining agreement that took effect on November 2, 2015. The collective bargaining agreement is scheduled to become amendable in November 2021. Other than the pilots at FedEx Express and drivers at one FedEx Freight, Inc. facility, our U.S. employees have thus far chosen not to unionize (we acquired FedEx Supply Chain Distribution System, Inc. ~~(“FedEx Supply Chain” (formerly GENCO Distribution System, Inc.))~~ in 2015, which already had a small number of employees who are members of unions). Additionally, certain of FedEx ~~Express’s~~Express non-U.S. employees are unionized, and a union has been certified to represent owner-drivers at a FedEx Freight ~~Inc. facility in Canada.~~Canada, Corp. facility.

STOCK-BASED COMPENSATION. We have two types of equity-based compensation: stock options and restricted stock. The key terms of the stock option and restricted stock awards granted under our incentive stock plans and all financial disclosures about these programs are set forth in our Annual Report.

Our stock-based compensation expense was ~~$33~~$67 million for the three-month period ended ~~February 28,~~August 31, 2019 and ~~$141 million for the nine-month period ended February 28, 2019. Our stock-based compensation expense was $32~~$68 million for the three-month period ended ~~February 28, 2018 and $135 million for the nine-month period ended February 28,~~August 31, 2018. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.

~~BUSINESS REALIGNMENT COSTS.~~ DERIVATIVE FINANCIAL INSTRUMENTS. Our risk management strategy includes the select use of derivative instruments to reduce the effects of volatility in foreign currency exchange exposure on operating results and cash flows. In ~~December 2018,~~accordance with our risk management policies, we ~~announced cost-reduction programs primarily through initiatives~~do not hold or issue derivative instruments for trading or speculative purposes. All derivative instruments are recognized in the financial statements at ~~FedEx Express and FedEx Corporate Services, Inc. (“FedEx Services”), including~~fair value, regardless of the purpose or intent for holding them.

If a derivative is designated as a cash flow hedge, the entire change in the ~~impacted functions so that we maintain service levels to our customers. Costs~~fair value of the ~~benefits provided under the program will be recognized as special termination benefits in the period employees accept their offers.~~

We incurred costs of approximately $4 million ($3 million, net of tax, or $0.01 per diluted share) during the third quarter of 2019 associated with our business realignment activities. These costs related to certain employee severance arrangements and other external costs directly attributable to our business realignment activities, such as professional fees. Total costs of the U.S.-based voluntary employee buyout program will depend on acceptance rates and severance payments will be made at the time of departure. The cost of our business realignment activities ishedging instrument included in the ~~caption “Business realignment costs”~~assessment of hedge effectiveness is recorded in other comprehensive income. For net investment hedges, the entire change in the fair value is recorded in the currency translation adjustment section of other comprehensive income. Any portion of a change in the fair value of a derivative that is considered to be ineffective, along with the change in fair value of any derivatives not designated in a hedging relationship, is immediately recognized in the income statement. We do not have any derivatives designated as a cash flow hedge for any period presented. Accordingly, additional disclosures about cash flow hedges are excluded from this report. On August 13, 2019, we designated €294 million of debt as a net investment hedge to reduce the volatility of the U.S. dollar value of a portion of our ~~unaudited condensed consolidated statements~~euro-denominated net investment. As of ~~income.~~August 31, 2019, the designated net investment’s net equity balance exceeds the balance outstanding on the euro-denominated debt and all other critical terms of the hedging instrument and hedged net investment continue to match. Therefore, the hedging relationship is considered effective.

RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements. We believe the following new accounting guidance is relevant to the readers of our financial statements.

In December 2017, the SEC staff issued Staff Accounting Bulletin (“SAB”) 118 to provide guidance to registrants in accounting for income taxes under the Tax Cuts and Jobs Act (“TCJA”). SAB 118 was issued to address the application of U.S. generally accepted accounting principles (“GAAP”) in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to finalize the calculations for certain income tax effects of the TCJA. In accordance with SAB 118, we made reasonable estimates and recorded provisional amounts for the TCJA during 2018. Under the transitional provisions of SAB 118, we had a one-year measurement period to complete the accounting for the initial tax effects of the TCJA. As of December 22, 2018, our accounting is complete for the tax effects of the TCJA, including the following elements initially recorded on a provisional basis:

~~In 2014,~~2016, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board issued a new accounting standard that supersedes virtually all existing revenue recognition guidance under generally accepted accounting principles in the United States. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. We adopted this standard as of June 1, 2018 (fiscal 2019) using the modified retrospective method of adoption as permitted by the standard. The new guidance did not have an impact on our revenue recognition policies, practices or systems; therefore, there was no cumulative-effect adjustment to retained earnings as of June 1, 2018.

In March 2017, the FASB issued an Accounting Standards Update (ASU 2017-07) that changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. This standard impacts our operating income but has no impact on our net income or earnings per share. We adopted this standard effective June 1, 2018 (fiscal 2019) and applied these changes retrospectively. As such, prior year financial results are recast to conform to these new rules upon adoption.

~~The following table presents our results under our historical method of accounting and as adjusted to reflect our adoption of ASU 2017-07 (in millions):~~

In August 2018, the SEC published Release No. 33-10532, Disclosure Update and Simplification (“DUSTR”), which adopted amendments to certain disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in light of other SEC disclosure requirements, GAAP, or changes in the information environment. While most of the DUSTR amendments eliminate outdated or duplicative disclosure requirements, the final rule amends the interim financial statement requirements to include a reconciliation of changes in common stockholders’ investment in the notes or as a separate statement for each period for which a statement of comprehensive income is required to be filed. The new interim reconciliation of changes in common stockholders’ investment is included herein as a separate statement.

~~In 2016, the FASB~~ issued a new lease accounting standard, which requires lessees to put most leases on their balance sheets but recognize the expenses in their income statements in a manner similar to current practice. ~~The new standard states that a lessee will~~Lessees are required to recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Expenses related to leases determined to be operating leases ~~will be~~are recognized on a straight-line basis, while those determined to be ~~financing~~finance leases ~~will be~~are recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. ~~Based~~

We adopted this new standard on June 1, 2019 using a modified retrospective transition method. Using the modified retrospective transition method of adoption, we did not adjust the balance sheet for comparative periods but recorded a cumulative effect adjustment to retained earnings on June 1, 2019. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. We also elected the practical expedient to not separate lease and non-lease components for the majority of our classes of assets. For leases in which the lease ~~portfolio, we currently anticipate recognizing a~~and non-lease components have been combined, the lease expense includes expenses such as common area maintenance. We have made an accounting policy election not to recognize leases with an initial term of 12 months or less on the consolidated balance sheet.

The adoption of the new lease accounting standard resulted in the recognition of an operating lease liability of $14.2 billion and ~~related~~an operating right-of-use asset ~~on our balance sheet~~ of ~~approximately $13~~$14.1 billion, with an immaterial impact on our income statement compared to the ~~current~~previous lease accounting model. ~~However,~~Existing prepaid asset and net deferred rent liability balances of $154 million and $309 million, respectively, were recorded to the ~~ultimate impact of the standard will depend on our lease portfolio as~~right-of-use asset. The cumulative effect of the adoption ~~date. We are currently accumulating~~to retained earnings was an increase of $57 million ($47 million, net of tax), primarily related to the reclassification of deferred gains related to sale-leasebacks of aircraft. Substantially all of ~~the necessary information required to properly account for the~~our lease arrangements are operating leases under the new standard. ~~Additionally, we are implementing an enterprise-wide lease management system to assist in the accounting~~The new standard had a material impact on our balance sheet, but did not materially impact consolidated operating results and ~~are evaluating~~ had no impact on operating cash flows.

See “Leases” and Note 7 for additional ~~changes to our processes and internal controls to ensure we meet the standard’s reporting and disclosure requirements. These changes will be effective June 1, 2019 (fiscal 2020)~~information.

In February 2018, the FASB issued ~~an Accounting Standards Update (ASU 2018-02)~~ASU 2018-02 that ~~will permit~~permits companies to reclassify the income tax effect of the ~~TCJA~~Tax Cuts and Jobs Act on items within ~~accumulated other comprehensive income (loss)~~Accumulated Other Comprehensive Income (“AOCI”) to retained earnings. We adopted this new standard on June 1, 2019.

In June 2016, the FASB issued ASU 2016-13 that changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. These changes will be effective June 1, ~~2019~~2020 (fiscal ~~2020)~~2021). We are ~~continuing to assess~~assessing the impact of this new standard on our consolidated financial statements and related disclosures.

In August 2018, the FASB issued an Accounting Standards Update (ASU 2018-14) that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant. We expect this new guidance will have minimal impact on our financial reporting. These changes will be effective June 1, 2020 (fiscal 2021) and will be applied retrospectively. We plan to early adopt these new rules in the fourth quarter of 2019.

~~In August 2018, the FASB issued an Accounting Standards Update (ASU 2018-15)~~ASU 2018-15 that reduces the complexity ~~for~~of accounting for costs of implementing a cloud computing service arrangement and aligns the accounting for capitalizing implementation costs of hosting arrangements, regardless of whether they convey a license to the hosted software. These changes will be effective June 1, ~~2020 (fiscal 2021).~~2020. We are assessing the impact of this new standard on our consolidated financial statements and related disclosures.

TREASURY SHARES. In January 2016, our Board of Directors authorized a ~~share~~stock repurchase program of up to 25 million shares. Shares under the current repurchase program may be repurchased from time to time in the open market or in privately negotiated transactions. The timing and volume of repurchases are at the discretion of management, based on the capital needs of the business, the market price of FedEx common stock and general market conditions. No time limit was set for the completion of the program, and the program may be suspended or discontinued at any time.

During the ~~third~~first quarter of ~~2019,~~2020, we repurchased ~~0.6~~0.02 million shares of FedEx common stock at an average price of ~~$168.43~~$156.90 per share for a total of ~~$93~~$3 million. ~~During the nine months of 2019, we repurchased 6.0 million shares of FedEx common stock at an average price of $227.42 per share for a total of $1.4 billion.~~ As of ~~February 28,~~August 31, 2019, ~~5.7~~5.1 million shares remained under the ~~current share~~stock repurchase authorization.

DIVIDENDS DECLARED PER COMMON SHARE. On ~~February 15,~~August 16, 2019, our Board of Directors declared a quarterly dividend of $0.65 per share of common stock. The dividend will be paid on ~~April~~October 1, 2019 to stockholders of record as of the close of business on ~~March 11,~~September 9, 2019. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis.

The following table provides changes in AOCI, net of tax, reported in our unaudited condensed consolidated financial statements for the three-month periods ended ~~February 28~~August 31 (in millions; amounts in parentheses indicate debits to AOCI):

	Three Months Ended						Nine Months Ended
	2019			2018			2019			2018			2019			2018
Foreign currency translation loss:
Balance at beginning of period	$	(952	)	$	(666	)	$	(759	)	$	(685	)	$	(954	)	$	(759	)
Translation adjustments		103			100			(90	)		119			(83	)		(162	)
Reclassification to retained earnings due to the adoption of ASU 2018-02														1			—
Balance at end of period		(849	)		(566	)		(849	)		(566	)		(1,036	)		(921	)
Retirement plans adjustments:
Balance at beginning of period		135			232			181			270			89			181
Reclassifications from AOCI		(23	)		(23	)		(69	)		(61	)		(21	)		(23	)
Reclassification to retained earnings due to the adoption of ASU 2018-02														50			—
Balance at end of period		112			209			112			209			118			158
Accumulated other comprehensive (loss) at end of period	$	(737	)	$	(357	)	$	(737	)	$	(357	)	$	(918	)	$	(763	)

The following table presents details of the reclassifications from AOCI for the three-month periods ended ~~February 28~~August 31 (in millions; amounts in parentheses indicate debits to earnings):

	Amount Reclassified from AOCI												Affected Line Item in the Income Statement
	Three Months Ended						Nine Months Ended							Amount Reclassified from AOCI						Affected Line Item in the Income Statement
	2019			2018			2019			2018				2019			2018
Amortization of retirement plans prior service credits, before tax	$	30		$	30		$	90		$	90		Salaries and employee benefits	$	27		$	30		Salaries and employee benefits
Income tax benefit		(7	)		(7	)		(21	)		(29	)	Provision for income taxes		(6	)		(7	)	Provision for income taxes
AOCI reclassifications, net of tax	$	23		$	23		$	69		$	61		Net income	$	21		$	23		Net income

We have a shelf registration statement filed with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.

During the ~~third~~first quarter of ~~2019,~~2020, we issued ~~$1.2~~$2.1 billion of senior unsecured debt under our current shelf registration statement, comprised of ~~€640 million~~$1.0 billion of ~~0.7%~~3.10% fixed-rate notes due in ~~May 2022 and $500~~August 2029, €500 million of ~~3.4%~~0.45% fixed-rate notes due in ~~January 2022.~~August 2025 and €500 million of 1.30% fixed-rate notes due in August 2031. We ~~will use~~used the net proceeds to ~~pay~~make voluntary contributions to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) during the first quarter of 2020 and to redeem the $400 million aggregate principal amount of 2.30% notes due February 1, 2020 and the €500 million aggregate principal amount of ~~floating rate~~0.50% notes due ~~at maturity on~~ April ~~11, 2019, and~~9, 2020. The remaining net proceeds are being used for general corporate purposes.

During the second quarter of 2019, we issued $1.25 billion of senior unsecured debt under our current shelf registration statement, comprised of $400 million of 4.20% fixed-rate notes due in October 2028 and $850 million of 4.95% fixed-rate notes due in October 2048. Interest on these notes is paid semi-annually. We used the net proceeds to redeem the $750 million aggregate principal amount of 8.00% notes due January 15, 2019, and for general corporate purposes.

We have a ~~five-year~~ $2.0 billion ~~revolving~~five-year credit ~~facility that~~agreement (the “Five-Year Credit Agreement”) and a $1.5 billion 364-day credit agreement (the “364-Day Credit Agreement” and, together with the Five-Year Credit Agreement, the “Credit Agreements”). The Five-Year Credit Agreement expires in ~~November 2020. The facility, which~~March 2024 and includes a ~~$500~~$250 million letter of credit ~~sublimit, is~~sublimit. The 364-Day Credit Agreement expires in March 2020. The Credit Agreements are available to finance our operations and other cash flow needs. The ~~agreement contains~~Credit Agreements contain a financial covenant ~~which requires~~requiring us to maintain a ratio of debt to consolidated earnings (excluding ~~non-cash~~noncash retirement plans mark-to-market adjustments and ~~non-cash~~noncash asset impairment charges) before interest, taxes, depreciation and amortization (“adjusted EBITDA”) of not more than 3.5 to 1.0, calculated as of the end of the applicable quarter on a rolling four-quarters basis. The ratio of our debt to adjusted EBITDA was ~~2.2~~2.41 to 1.0 at ~~February 28,~~August 31, 2019. We believe this covenant is the only significant restrictive covenant in ~~our revolving credit agreement. Our revolving credit agreement contains~~the Credit Agreements. The Credit Agreements contain other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with ~~this~~the financial covenant and all other covenants ~~of our revolving credit agreement~~in the Credit Agreements and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. If we failed to comply with the financial covenant or any other covenants in the Credit Agreements, our access to financing could become limited.

~~During the third quarter~~As of August 31, 2019, ~~we issued~~0 commercial paper ~~to provide us with additional short-term liquidity. The maximum amount outstanding during the quarter~~ was $750 million. Our commercial paper program is backed by unused commitments under the revolving credit facility, and borrowings under the program reduce the amount available under the credit facility. As of February 28, 2019, $225 million of commercial paper andoutstanding. However, $53 million in letters of credit were outstanding, leaving ~~$1.722~~$3.447 billion available under the ~~revolving credit facility~~Credit Agreements for future borrowings.

Long-term debt, including current maturities and exclusive of ~~capital~~finance leases, had carrying values of ~~$18.1~~$18.6 billion at ~~February 28,~~August 31, 2019 and ~~$16.5~~$17.5 billion at May 31, ~~2018,~~2019, compared with estimated fair values of ~~$17.8~~$20.1 billion at ~~February 28,~~August 31, 2019 and ~~$16.6~~$17.8 billion at May 31, ~~2018.~~2019. The annualized weighted-average interest rate on long-term debt was 3.4% at ~~February 28,~~August 31, 2019. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the liability, either directly or indirectly.

The calculation of basic and diluted earnings per common share for the three-month periods ended ~~February 28~~August 31 was as follows (in millions, except per share amounts):

⁽¹⁾~~Net earnings available to participating securities were immaterial in all periods presented.~~

Our effective tax rate was 20.6% for the third quarter and 21.8% for the nine months of 2019, compared with (137.3)% for the third quarter and (15.0)% for the nine months of 2018. The 2019 tax rates include a benefit of $90 million from the reduction of a valuation allowance on certain tax loss carryforwards and an expense of $50 million from the impact on our deferred taxes attributable to a recently enacted lower tax rate in the Netherlands. The 2019 tax rates were also favorably impacted by the TCJA, which resulted in benefits of approximately $60 million during the third quarter and $230 million for the nine months of 2019, primarily from the lower statutory tax rate on fiscal 2019 earnings. The tax rate for the nine months of 2019 also benefited by approximately $60 million from accelerated deductions claimed on our 2018 U.S. income tax return. The 2018 tax rates were favorably impacted by a provisional benefit of $1.15 billion from the remeasurement of our net U.S. deferred tax liability and a provisional benefit of $36 million from foreign tax credits exceeding the one-time transition tax on previously deferred foreign earnings. In addition to these provisional amounts, we recognized a $204 million benefit from a $1.5 billion contribution to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) in February 2018 and $165 million related to the phase-in of a reduced statutory tax rate on 2018 year-to-date earnings, of which approximately $120 million was recorded in the third quarter and attributable to the first half of 2018 earnings.

On January 15, 2019, the U.S. Treasury Department issued final regulations covering the one-time transition tax on unrepatriated foreign earnings, which was enacted as part of the TCJA. Certain guidance included in these final regulations is inconsistent with our interpretation that led to the recognition of a $225 million ($0.94 per diluted share) benefit in 2018 (the “2018 Benefit”). Notwithstanding this inconsistency, we remain confident in our interpretation of the TCJA and intend to defend this position through litigation, if necessary. However, if we are ultimately unsuccessful in defending our position, we may be required to reverse the 2018 Benefit.

During the third quarter of 2019, we completed our accounting for the tax effects of the TCJA. No additional adjustments were made during the quarter. As a result, the only adjustment to the amounts initially recorded on a provisional basis in 2018 was a tax expense of $4 million recognized in the second quarter of 2019 as a revision of the provisional benefit associated with the remeasurement of our net U.S. deferred tax liability.

The TCJA, enacted during the third quarter of fiscal 2018, significantly changed the U.S. corporate income tax system including, among other things, lowering the statutory federal income tax rate from 35% to 21%. Due to our May 31 fiscal year-end, the lower rate was phased in, resulting in a U.S. statutory federal rate of 29.2% for 2018 and a statutory federal rate of 21% for subsequent years.

~~The following table provides a reconciliation of the 2018 effective tax rates to the 2019 effective tax rates, including the impacts of the TCJA, for the periods ended February 28:~~

We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans. Key terms of our retirement plans are provided in our Annual Report.

Our retirement plans costs for the three-month periods ended ~~February 28~~August 31 were as follows (in millions):

	Three Months Ended				Nine Months Ended
	2019		2018		2019		2018		2019		2018
Defined benefit pension plans, net	$	28	$	39	$	85	$	113	$	37	$	28
Defined contribution plans		138		135		415		386		142		144
Postretirement healthcare plans		19		19		56		56		22		19
	$	185	$	193	$	556	$	555	$	201	$	191

Net periodic benefit cost of the pension and postretirement healthcare plans for the three-month periods ended ~~February 28~~August 31 included the following components (in millions):

	Three Months Ended
	U.S. Pension Plans						International Pension Plans						Postretirement Healthcare Plans				U.S. Pension Plans						International Pension Plans						Postretirement Healthcare Plans
	2019			2018			2019			2018			2019		2018		2019			2018			2019			2018			2019		2018
Service cost	$	173		$	169		$	23		$	23		$	9	$	9	$	192		$	172		$	24		$	24		$	11	$	9
Other retirement plans (income) expense:
Interest cost		237			279			13			12			10		10		250			238			11			13			11		10
Expected return on plan assets		(376	)		(406	)		(12	)		(10	)		—		—		(400	)		(377	)		(13	)		(12	)		—		—
Amortization of prior service credit and other		(30	)		(29	)		—			1			—		—		(27	)		(29	)		—			(1	)		—		—
		(169	)		(156	)		1			3			10		10		(177	)		(168	)		(2	)		—			11		10
	$	4		$	13		$	24		$	26		$	19	$	19	$	15		$	4		$	22		$	24		$	22	$	19

	Nine Months Ended
	U.S. Pension Plans						International Pension Plans						Postretirement Healthcare Plans
	2019			2018			2019			2018			2019		2018
Service cost	$	517		$	509		$	72		$	69		$	26	$	27
Other retirement plans (income) expense:
Interest cost		713			836			38			37			30		29
Expected return on plan assets		(1,129	)		(1,218	)		(36	)		(32	)		—		—
Amortization of prior service credit and other		(89	)		(88	)		(1	)		—			—		—
		(505	)		(470	)		1			5			30		29
	$	12		$	39		$	73		$	74		$	56	$	56

~~Contributions~~We made voluntary contributions to our U.S. Pension Plans ~~for~~of $1.0 billion during the ~~nine-month periods ended February 28 were as follows (in millions):~~

We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. Our primary operating companies are FedEx Express, including TNT Express, the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight Corporation (“FedEx Freight”), a leading ~~U.S.~~North American provider of less-than-truckload (“LTL”) freight transportation services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), constitute our reportable segments.

References to our transportation segments include, collectively, the FedEx Express segment, the FedEx Ground segment and the FedEx Freight segment.

Effective June 1, 2019, the results of the FedEx Office operating segment are included in “Corporate, other and eliminations.” This change was made to reflect our internal management reporting structure. Prior year amounts have been revised to reflect current year presentation.

The FedEx Services segment operates combined sales, marketing, administrative and information-technology functions in shared services operations ~~that~~for U.S. customers of our major business units and certain back-office support to our ~~transportation businesses and allow~~operating segments which allows us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis and reported by FedEx Express in their natural expense line items. The FedEx Services segment includes: FedEx Services, which provides sales, marketing, information technology, communications, customer service, technical support, billing and collection services for U.S. customers of our major business units and certain back-office support to our other companies; and FedEx Office and Print Services, Inc. (“FedEx Office”), which provides an array of document and business services and retail access to our customers for our package transportation businesses.

The FedEx Services segment provides direct and indirect support to our ~~transportation businesses,~~operating segments, and we allocate all of the net operating costs of the FedEx Services segment ~~(including the net operating results of FedEx Office)~~ to reflect the full cost of operating our transportation businesses in the results of those segments. ~~Within the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground.~~ We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segments.

Operating expenses for each of our transportation segments include the allocations from the FedEx Services segment to the respective transportation segments. These allocations also include charges and credits for administrative services provided between operating companies. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.

Corporate and other includes corporate headquarters costs for executive officers and certain legal and finance functions, as well as certain other costs and credits not attributed to our core business. These costs are not allocated to the other business segments.

Also included in corporate and other is the FedEx Office operating segment, which provides an array of document and business services and retail access to our customers for our package transportation businesses, and the FedEx Logistics operating segment, which provides integrated supply chain management solutions, specialty transportation, cross-border e-commerce technology and e-commerce transportation solutions, customs brokerage and global ocean and air freight forwarding through FedEx Trade Networks Transport & Brokerage, Inc.; cross-border enablement and technology solutions and e-commerce transportation solutions through FedEx Cross Border Technologies, Inc.; integrated supply chain management solutions through FedEx Supply Chain; time-critical shipment services through FedEx Custom Critical, Inc.; and, effective September 1, 2018, critical inventory and service parts logistics, 3-D printing and technology repair through FedEx Forward Depots, Inc.forwarding.

Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information because the amounts are not material.

The following table provides a reconciliation of reportable segment revenues and operating income (loss) to our unaudited condensed consolidated financial statement totals for the three-month periods ended ~~February 28~~August 31 (in millions):

	Three Months Ended						Nine Months Ended
	2019			2018			2019			2018			2019			2018
Revenues:
FedEx Express segment	$	9,005		$	9,098		$	27,831		$	26,574		$	8,945		$	9,222
FedEx Ground segment		5,261			4,828			15,202			13,598			5,179			4,799
FedEx Freight segment		1,750			1,613			5,627			4,950			1,905			1,959
FedEx Services segment		402			397			1,248			1,213			4			9
Other and eliminations		592			590			1,978			1,801			1,015			1,063
	$	17,010		$	16,526		$	51,886		$	48,136		$	17,048		$	17,052
Operating income (loss):
FedEx Express segment	$	370		$	317		$	1,357		$	1,238		$	285		$	388
FedEx Ground segment		577			614			1,830			1,716			644			676
FedEx Freight segment		97			49			421			322			194			176
Corporate, other and eliminations		(133	)		(122	)		(458	)		(332	)		(146	)		(169	)
	$	911		$	858		$	3,150		$	2,944		$	977		$	1,071

As of August 31, 2019, FedEx has entered into additional leases which have not yet commenced and are therefore not part of the right-of-use asset and liability. These leases are generally for build-to-suit facilities and have undiscounted future payments of approximately $872 million and will commence when FedEx gains beneficial access to the leased asset. Commencement dates are expected to be from fiscal 2020 to fiscal 2022.

The following table is a summary of the components of net lease cost for the three months ended August 31 (in millions):

⁽¹⁾Expenses are primarily accounted for in the “Rentals and landing fees” line item. Additional amounts related to embedded leases are accounted for in the “Purchased transportation,” “Fuel” and “Other” line items in the unaudited condensed consolidated statements of income.

Supplemental cash flow information related to leases for the three months ended August 31 is as follows (in millions):

Supplemental balance sheet information related to leases as of August 31 is as follows (in millions, except lease term and discount rate):

A summary of future minimum lease payments under noncancelable operating and finance leases with an initial or remaining term in excess of one year at August 31, 2019 is as follows (in millions):

While certain of our lease agreements contain covenants governing the use of the leased assets or require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.

As previously disclosed in our Annual Report and under the previous lease accounting standard, future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at May 31, 2019 would have been as follows (in millions):

As of ~~February 28,~~August 31, 2019, our purchase commitments under various contracts for the remainder of ~~2019~~2020 and annually thereafter were as follows (in millions):

	Aircraft and Related		Other⁽¹⁾		Total		Aircraft and Related		Other⁽¹⁾		Total
2019 (remainder)	$	421	$	296	$	717
2020		1,998		833		2,831
2020 (remainder)							$	1,043	$	789	$	1,832
2021		2,276		597		2,873		2,436		691		3,127
2022		1,874		433		2,307		2,392		470		2,862
2023		1,586		275		1,861		1,587		340		1,927
2024								503		192		695
Thereafter		3,079		535		3,614		2,449		541		2,990
Total	$	11,234	$	2,969	$	14,203	$	10,410	$	3,023	$	13,433

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of ~~February 28,~~August 31, 2019, our obligation to purchase ~~six~~6 Boeing 777 Freighter (“B777F”) aircraft and ~~five~~5 Boeing 767-300 Freighter (“B767F”) aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.

~~FEDEX CORPORATION~~On June 24, 2019, FedEx Express exercised options to purchase an additional 6 B767F aircraft for delivery in 2022.

As of ~~February 28,~~August 31, 2019, we had ~~$965~~$611 million in deposits and progress payments on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the “Other assets” caption of our accompanying unaudited condensed consolidated balance sheets. Aircraft and related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of ~~February 28,~~August 31, 2019 with the year of expected delivery:

	Cessna SkyCourier 408		ATR 72-600F		B767F		B777F		Total		Cessna SkyCourier 408		ATR 72-600F		B767F		B777F		Total
2019 (remainder)		-		-		4		1		5
2020		-		-		17		5		22
2020 (remainder)												-		-		13		1		14
2021		12		5		18		2		37		12		5		18		2		37
2022		12		6		12		3		33		12		6		18		3		39
2023		12		6		6		4		28		12		6		6		4		28
2024												14		6		-		4		24
Thereafter		14		13		-		6		33		-		7		-		2		9
Total		50		30		57		21		158		50		30		55		16		151

~~A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at February 28, 2019 is as follows (in millions):~~- 19 -

Future minimum lease payments under capital leases were immaterial at February 28, 2019. While certain of our lease agreements contain covenants governing the use of the leased assets or require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.(UNAUDITED)

Independent Contractor — Lawsuits and Administrative Proceedings. FedEx Ground is involved in lawsuits and administrative proceedings claiming that owner-operators engaged under operating agreements no longer in place should have been treated as employees of FedEx Ground, rather than independent contractors. In addition, we are defending joint-employer cases where it is alleged that FedEx Ground should be treated as an employer of the drivers employed by ~~owner-operators~~service providers engaged by FedEx Ground. These cases are in varying stages of litigation, and we are not currently able to estimate an amount or range of potential loss in all of these matters. However, we do not expect to incur, individually or in the aggregate, a material loss in these matters. Nevertheless, adverse determinations in matters related to owner-operators or service providers engaged by FedEx Ground could, among other things, entitle ~~certain~~former owner-operators to the reimbursement of certain expenses, and ~~their~~service providers’ drivers to certain wage payments from the ~~owner-operators~~service providers and FedEx Ground, and result in employment and withholding tax and benefit liability for FedEx Ground. We continue to believe that owner-operators engaged by FedEx Ground ~~are~~were properly classified as independent contractors and that FedEx Ground is not an employer or joint employer of the ~~drivers of these independent contractors.~~service providers’ drivers.

~~City~~Federal Securities Litigation. On June 26, 2019 and ~~State~~July 2, 2019, FedEx and certain present and former officers were named as defendants in two putative class action securities lawsuits filed in the U.S. District Court for the Southern District of New ~~York Cigarette Suit.~~York. The ~~City~~complaints allege violations of ~~New York~~Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder relating to alleged misstatements or omissions in FedEx’s public filings with the SEC and other public statements during the period from September 19, 2017 to December 18, 2018. We are not currently able to estimate the probability of loss or the amount or range of potential loss, if any, at this stage of the litigation.

Environmental Matters. SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the ~~State of New York filed two related lawsuits~~proceedings involve potential monetary sanctions that management reasonably believes could exceed $100,000.

On July 26, 2019, FedEx Freight received a pre-litigation offer from the San Bernardino District Attorney’s Office in California to settle a civil action that the District Attorney intended to file against FedEx Ground in December 2013 and November 2014 arising from FedEx Ground’s alleged shipments of cigarettes to New York residents in contravention of several statutes, including the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and New York’s Public Health Law, as well as common law nuisance claims. The first-filed lawsuit alleged that FedEx Ground provided delivery services on behalf of four shippers, and the second-filed lawsuit alleged that FedEx Ground provided delivery services on behalf of six additional shippers; none of these shippers continue to ship in our network. On July 10, 2017, the City of New York and the State of New York filed a third lawsuit against FedEx Ground and included FedEx Freight ~~as a co-defendant. This additional case identified no shippers or shipments, but generally~~for alleged violations of the ~~same laws~~state’s environmental and hazardous waste regulations. Specifically, the District Attorney alleged that ~~were the subject of the other two lawsuits.~~

~~On October 10,~~between 2015 and 2018, FedEx ~~Ground~~Freight illegally transported and ~~the City~~stored hazardous waste, failed to report releases of hazardous materials or substances, and ~~State of New York~~unlawfully released oil into a storm drain. In September 2019, we reached an agreement ~~in principle~~ to settle ~~the lawsuits arising from FedEx Ground’s and FedEx Freight’s alleged shipments of cigarettes to New York residents~~this matter for ~~$35.4 million.~~an immaterial amount. The settlement ~~does not include any admission of liability by FedEx Ground or FedEx Freight. In addition~~agreement is subject to the settlement amount, we recognized approximately $10 million for certain attorney’s fees in connection with this matter. In December 2018, the parties entered into a final settlement agreement and, subsequently, the settlement amount was paid and the lawsuits were dismissed by the court.court approval.

Other Matters. FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of business, including certain lawsuits containing various class-action allegations of wage-and-hour violations in which plaintiffs claim, among other things, that they were forced to work “off the clock,” were not paid overtime or were not provided work breaks or other benefits. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not have a material adverse effect on our financial position, results of operations or cash flows.

Cash paid for interest expense and income taxes for the ~~nine-month~~three-month periods ended ~~February 28~~August 31 was as follows (in millions):

	2019			2018			2019			2018
Cash payments for:
Interest (net of capitalized interest)	$	498		$	430		$	164		$	203
Income taxes	$	346		$	707		$	55		$	93
Income tax refunds received		(34	)		(59	)		(12	)		(3	)
Cash tax payments, net	$	312		$	648		$	43		$	90

We are required to present condensed consolidating financial information in order for the subsidiary guarantors of our public debt to continue to be exempt from reporting under the Securities Exchange Act of 1934, as amended.

The guarantor subsidiaries, which are 100% owned by FedEx, guarantee ~~$18.1~~$18.6 billion of our public debt. The guarantees are full and unconditional and joint and several. Our guarantor subsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the “Guarantor Subsidiaries” and “Non-guarantor Subsidiaries” columns each include portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting.

Condensed consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions):

			Guarantor		Non-guarantor									Guarantor		Non-guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated		Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,413	$	204	$	1,296	$	(41	)	$	2,872	$	684	$	176	$	1,598	$	(69	)	$	2,389
Receivables, less allowances		45		5,474		3,600		(82	)		9,037		335		5,575		3,541		(139	)		9,312
Spare parts, supplies, fuel, prepaid expenses and other, less allowances		313		979		299		—			1,591		40		949		327		—			1,316
Total current assets		1,771		6,657		5,195		(123	)		13,500		1,059		6,700		5,466		(208	)		13,017
PROPERTY AND EQUIPMENT, AT COST		23		53,997		4,144		—			58,164		26		57,131		4,279		—			61,436
Less accumulated depreciation and amortization		17		26,384		1,995		—			28,396		17		27,715		2,094		—			29,826
Net property and equipment		6		27,613		2,149		—			29,768		9		29,416		2,185		—			31,610
INTERCOMPANY RECEIVABLE		661		2,157		—		(2,818	)		—		3,003		72		—		(3,075	)		—
OPERATING LEASE RIGHT-OF-USE ASSETS													32		11,538		2,249		—			13,819
GOODWILL		—		1,598		5,318		—			6,916		—		1,582		5,239		—			6,821
INVESTMENT IN SUBSIDIARIES		35,803		4,904		—		(40,707	)		—		34,439		4,970		—		(39,409	)		—
OTHER ASSETS		891		1,670		1,857		(138	)		4,280		984		1,019		1,734		(552	)		3,185
	$	39,132	$	44,599	$	14,519	$	(43,786	)	$	54,464	$	39,526	$	55,297	$	16,873	$	(43,244	)	$	68,452
LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES
Short-term borrowings	$	225	$	—	$	—	$	—		$	225
Current portion of long-term debt		966		2		5		—			973	$	—	$	26	$	9	$	—		$	35
Accrued salaries and employee benefits		52		1,149		458		—			1,659		91		985		446		—			1,522
Accounts payable		188		1,430		1,656		(118	)		3,156		191		1,444		1,747		(203	)		3,179
Operating lease liabilities													4		1,445		447		—			1,896
Accrued expenses		510		1,848		890		(5	)		3,243		512		1,895		902		(6	)		3,303
Total current liabilities		1,941		4,429		3,009		(123	)		9,256		798		5,795		3,551		(209	)		9,935
LONG-TERM DEBT, LESS CURRENT PORTION		16,921		287		10		—			17,218		18,395		286		45		—			18,726
INTERCOMPANY PAYABLE		—		—		2,818		(2,818	)		—		—		—		3,074		(3,074	)		—
OTHER LONG-TERM LIABILITIES
Deferred income taxes		—		3,252		97		(138	)		3,211		—		2,929		576		(552	)		2,953
Operating lease liabilities													30		10,257		1,850		—			12,137
Other liabilities		376		3,502		1,007		—			4,885		2,137		3,390		1,008		—			6,535
Total other long-term liabilities		376		6,754		1,104		(138	)		8,096		2,167		16,576		3,434		(552	)		21,625
COMMON STOCKHOLDERS’ INVESTMENT		19,894		33,129		7,578		(40,707	)		19,894		18,166		32,640		6,769		(39,409	)		18,166
	$	39,132	$	44,599	$	14,519	$	(43,786	)	$	54,464	$	39,526	$	55,297	$	16,873	$	(43,244	)	$	68,452

Guarantor

Non-guarantor

Parent

Subsidiaries

Subsidiaries

Eliminations

Consolidated

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$
1,485

$
257

$
1,538

$
(15
)

$
3,265

Receivables, less allowances

3

4,970

3,586

(78
)

8,481

Spare parts, supplies, fuel, prepaid expenses and other,
less allowances

425

878

292

—

1,595

Total current assets

1,913

6,105

5,416

(93
)

13,341

PROPERTY AND EQUIPMENT, AT COST

21

51,232

3,868

—

55,121

Less accumulated depreciation and amortization

17

25,111

1,839

—

26,967

Net property and equipment

4

26,121

2,029

—

28,154

INTERCOMPANY RECEIVABLE

1,487

924

—

(2,411
)

—

GOODWILL

—

1,709

5,264

—

6,973

INVESTMENT IN SUBSIDIARIES

33,370

4,082

—

(37,452
)

—

OTHER ASSETS

75

1,854

1,829

104

3,862

$
36,849

$
40,795

$
14,538

$
(39,852
)

$
52,330

LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT

CURRENT LIABILITIES

Current portion of long-term debt

$
1,332

$
1

$
9

$
—

$
1,342

Accrued salaries and employee benefits

65

1,506

606

—

2,177

Accounts payable

16

1,332

1,719

(90
)

2,977

Accrued expenses

460

1,778

896

(3
)

3,131

Total current liabilities

1,873

4,617

3,230

(93
)

9,627

LONG-TERM DEBT, LESS CURRENT PORTION

14,942

288

13

—

15,243

INTERCOMPANY PAYABLE

—

—

2,411

(2,411
)

—

OTHER LONG-TERM LIABILITIES

Deferred income taxes

—

2,626

137

104

2,867

Other liabilities

619

3,432

1,126

—

5,177

Total other long-term liabilities

619

6,058

1,263

104

8,044

COMMON STOCKHOLDERS’ INVESTMENT

19,415

29,832

7,621

(37,452
)

19,416

$
36,849

$
40,795

$
14,538

$
(39,852
)

$
52,330

Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

Consolidated

REVENUES

$
—

$
12,443

$
4,667

$
(100
)

$
17,010

OPERATING EXPENSES:

Salaries and employee benefits

28

4,720

1,321

—

6,069

Purchased transportation

—

2,749

1,547

(43
)

4,253

Rentals and landing fees

1

677

197

(1
)

874

Depreciation and amortization

—

731

120

—

851

Fuel

—

838

69

—

907

Maintenance and repairs

—

573

87

(2
)

658

Business realignment costs

4

—

—

—

4

Intercompany charges, net

(93
)

(397
)

490

—

—

Other

60

1,771

698

(46
)

2,483

—

11,662

4,529

(92
)

16,099

OPERATING INCOME

—

781

138

(8
)

911

OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries

739

16

—

(755
)

—

Interest, net

(109
)

(54
)

28

—

(135
)
Other retirement plans income

—

155

3

—

158

Intercompany charges, net

149

(89
)

(60
)

—

—

Other, net

(40
)

71

(42
)

8

(3
)
INCOME BEFORE INCOME TAXES

739

880

67

(755
)

931

Provision for income taxes

—

147

45

—

192

NET INCOME

$
739

$
733

$
22

$
(755
)

$
739

COMPREHENSIVE INCOME

$
713

$
732

$
129

$
(755
)

$
819

Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

Consolidated

REVENUES

$
—

$
12,433

$
4,229

$
(136
)

$
16,526

OPERATING EXPENSES:

Salaries and employee benefits

39

4,764

1,321

—

6,124

Purchased transportation

—

2,459

1,560

(84
)

3,935

Rentals and landing fees

2

684

189

(2
)

873

Depreciation and amortization

1

670

115

—

786

Fuel

—

837

77

—

914

Maintenance and repairs

1

543

84

—

628

Intercompany charges, net

(114
)

185

(71
)

—

—

Other

71

1,596

791

(50
)

2,408

—

11,738

4,066

(136
)

15,668

OPERATING INCOME

—

695

163

—

858

OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries

2,074

2

—

(2,076
)

—

Interest, net

(137
)

11

1

—

(125
)
Other retirement plans income

—

141

2

—

143

Intercompany charges, net

140

(78
)

(62
)

—

—

Other, net

(3
)

104

(103
)

—

(2
)
INCOME BEFORE INCOME TAXES

2,074

875

1

(2,076
)

874

Provision for income taxes

—

(1,197
)

(3
)

—

(1,200
)
NET INCOME

$
2,074

$
2,072

$
4

$
(2,076
)

$
2,074

COMPREHENSIVE INCOME

$
2,051

$
2,069

$
107

$
(2,076
)

$
2,151

			Guarantor			Non-guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	826	$	158		$	1,381	$	(46	)	$	2,319
Receivables, less allowances		56		5,603			3,684		(227	)		9,116
Spare parts, supplies, fuel, prepaid expenses and other, less allowances		366		953			332		—			1,651
Total current assets		1,248		6,714			5,397		(273	)		13,086
PROPERTY AND EQUIPMENT, AT COST		25		55,341			4,145		—			59,511
Less accumulated depreciation and amortization		17		27,066			1,999		—			29,082
Net property and equipment		8		28,275			2,146		—			30,429
INTERCOMPANY RECEIVABLE		2,877		(405	)		—		(2,472	)		—
GOODWILL		—		1,589			5,295		—			6,884
INVESTMENT IN SUBSIDIARIES		33,725		5,449			—		(39,174	)		—
OTHER ASSETS		995		1,811			1,789		(591	)		4,004
	$	38,853	$	43,433		$	14,627	$	(42,510	)	$	54,403
LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES
Current portion of long-term debt	$	959	$	2		$	3	$	—		$	964
Accrued salaries and employee benefits		143		1,100			498		—			1,741
Accounts payable		16		1,469			1,808		(263	)		3,030
Accrued expenses		521		1,853			914		(10	)		3,278
Total current liabilities		1,639		4,424			3,223		(273	)		9,013
LONG-TERM DEBT, LESS CURRENT PORTION		16,322		287			8		—			16,617
INTERCOMPANY PAYABLE		—		—			2,472		(2,472	)		—
OTHER LONG-TERM LIABILITIES
Deferred income taxes		—		2,832			580		(591	)		2,821
Other liabilities		3,135		3,965			1,095		—			8,195
Total other long-term liabilities		3,135		6,797			1,675		(591	)		11,016
COMMON STOCKHOLDERS’ INVESTMENT		17,757		31,925			7,249		(39,174	)		17,757
	$	38,853	$	43,433		$	14,627	$	(42,510	)	$	54,403

Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

Consolidated

REVENUES

$
—

$
37,685

$
14,503

$
(302
)

$
51,886

OPERATING EXPENSES:

Salaries and employee benefits

110

14,300

4,179

—

18,589

Purchased transportation

—

7,780

4,912

(126
)

12,566

Rentals and landing fees

4

1,948

585

(4
)

2,533

Depreciation and amortization

1

2,133

353

—

2,487

Fuel

—

2,708

237

—

2,945

Maintenance and repairs

1

1,874

271

(2
)

2,144

Business realignment costs

4

—

—

—

4

Intercompany charges, net

(357
)

(772
)

1,129

—

—

Other

238

4,991

2,410

(171
)

7,468

1

34,962

14,076

(303
)

48,736

OPERATING INCOME

(1
)

2,723

427

1

3,150

OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries

2,509

145

—

(2,654
)

—

Interest, net

(439
)

44

2

—

(393
)
Other retirement plans income

—

466

8

—

474

Intercompany charges, net

454

(335
)

(119
)

—

—

Other, net

(14
)

18

(26
)

—

(22
)
INCOME BEFORE INCOME TAXES

2,509

3,061

292

(2,653
)

3,209

Provision for income taxes

—

579

121

—

700

NET INCOME

$
2,509

$
2,482

$
171

$
(2,653
)

$
2,509

COMPREHENSIVE INCOME

$
2,443

$
2,514

$
46

$
(2,653
)

$
2,350

	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES	$	—		$	12,241		$	4,893		$	(86	)	$	17,048
OPERATING EXPENSES:
Salaries and employee benefits		20			4,685			1,382			—			6,087
Purchased transportation		—			2,543			1,519			(34	)		4,028
Rentals and landing fees		2			712			208			(2	)		920
Depreciation and amortization		—			761			118			—			879
Fuel		—			812			58			—			870
Maintenance and repairs		—			684			84			—			768
Intercompany charges, net		(78	)		(481	)		559			—			—
Other		56			1,668			845			(50	)		2,519
		—			11,384			4,773			(86	)		16,071
OPERATING INCOME		—			857			120			—			977
OTHER (EXPENSE) INCOME:
Equity in earnings of subsidiaries		745			18			—			(763	)		—
Interest, net		(151	)		12			2			—			(137	)
Other retirement plans income		—			163			5			—			168
Intercompany charges, net		164			(120	)		(44	)		—			—
Other, net		(13	)		16			(15	)		—			(12	)
INCOME BEFORE INCOME TAXES		745			946			68			(763	)		996
Provision for income taxes		—			225			26			—			251
NET INCOME (LOSS)	$	745		$	721		$	42		$	(763	)	$	745
COMPREHENSIVE INCOME (LOSS)	$	731		$	705		$	(32	)	$	(763	)	$	641

	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated			Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES	$	—		$	36,044		$	12,445		$	(353	)	$	48,136		$	—		$	12,367		$	4,787		$	(102	)	$	17,052
OPERATING EXPENSES:
Salaries and employee benefits		112			13,713			3,852			—			17,677			48			4,783			1,429			—			6,260
Purchased transportation		—			6,836			4,600			(216	)		11,220			—			2,380			1,634			(47	)		3,967
Rentals and landing fees		4			1,951			577			(6	)		2,526			1			631			192			(1	)		823
Depreciation and amortization		1			1,958			334			—			2,293			—			693			115			—			808
Fuel		—			2,220			215			—			2,435			—			902			84			—			986
Maintenance and repairs		1			1,729			238			—			1,968			—			646			89			—			735
Intercompany charges, net		(325	)		298			27			—			—			(111	)		(226	)		337			—			—
Other		207			4,664			2,333			(131	)		7,073			62			1,546			848			(54	)		2,402
		—			33,369			12,176			(353	)		45,192			—			11,355			4,728			(102	)		15,981
OPERATING INCOME		—			2,675			269			—			2,944			—			1,012			59			—			1,071
OTHER INCOME (EXPENSE):
OTHER (EXPENSE) INCOME:
Equity in earnings of subsidiaries		3,445			39			—			(3,484	)		—			835			81			—			(916	)		—
Interest, net		(396	)		35			(2	)		—			(363	)		(143	)		15			1			—			(127	)
Other retirement plans income		—			424			12			—			436
Other retirement plans (expense) income																	—			155			3			—			158
Intercompany charges, net		403			(220	)		(183	)		—			—			143			(122	)		(21	)		—			—
Other, net		(7	)		88			(103	)		—			(22	)		—			(10	)		9			—			(1	)
INCOME BEFORE INCOME TAXES		3,445			3,041			(7	)		(3,484	)		2,995
INCOME (LOSS) BEFORE INCOME TAXES																	835			1,131			51			(916	)		1,101
Provision for income taxes		—			(573	)		123			—			(450	)		—			215			51			—			266
NET INCOME	$	3,445		$	3,614		$	(130	)	$	(3,484	)	$	3,445
COMPREHENSIVE INCOME	$	3,385		$	3,605		$	(3	)	$	(3,484	)	$	3,503
NET INCOME (LOSS)																$	835		$	916		$	—		$	(916	)	$	835
COMPREHENSIVE INCOME (LOSS)																$	817		$	1,014		$	(265	)	$	(916	)	$	650

	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	(1,671	)	$	2,111		$	148		$	(23	)	$	565
INVESTING ACTIVITIES
Capital expenditures		(2	)		(1,317	)		(99	)		—			(1,418	)
Proceeds from asset dispositions and other		(10	)		5			4			—			(1	)
CASH USED IN INVESTING ACTIVITIES		(12	)		(1,312	)		(95	)		—			(1,419	)
FINANCING ACTIVITIES
Net transfers from (to) Parent		1,002			(1,059	)		57			—			—
Payment on loan between subsidiaries		(434	)		—			434			—			—
Intercompany dividends		—			304			(304	)		—			—
Proceeds from debt issuances		2,093			—			—			—			2,093
Principal payments on debt		(956	)		(27	)		(2	)		—			(985	)
Proceeds from stock issuances		12			—			—			—			12
Dividends paid		(170	)		—			—			—			(170	)
Purchase of treasury stock		(3	)		—			—			—			(3	)
Other, net		(3	)		—			(2	)		—			(5	)
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		1,541			(782	)		183			—			942
Effect of exchange rate changes on cash		—			1			(19	)		—			(18	)
Net (decrease) increase in cash and cash equivalents		(142	)		18			217			(23	)		70
Cash and cash equivalents at beginning of period		826			158			1,381			(46	)		2,319
Cash and cash equivalents at end of period	$	684		$	176		$	1,598		$	(69	)	$	2,389

	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	785		$	(159	)	$	102		$	(27	)	$	701
INVESTING ACTIVITIES
Capital expenditures		—			(983	)		(196	)		—			(1,179	)
Proceeds from asset dispositions and other		(5	)		78			5			—			78
CASH USED IN INVESTING ACTIVITIES		(5	)		(905	)		(191	)		—			(1,101	)
FINANCING ACTIVITIES
Proceeds from short-term borrowings, net		299			—			—			—			299
Net transfers from (to) Parent		(853	)		763			90			—			—
Intercompany dividends		—			81			(81	)		—			—
Principal payments on debt		—			—			(2	)		—			(2	)
Proceeds from stock issuances		25			—			—			—			25
Dividends paid		(173	)		—			—			—			(173	)
Purchase of treasury stock		(625	)		—			—			—			(625	)
Other, net		—			148			(144	)		—			4
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(1,327	)		992			(137	)		—			(472	)
Effect of exchange rate changes on cash		—			(5	)		(19	)		—			(24	)
Net decrease in cash and cash equivalents		(547	)		(77	)		(245	)		(27	)		(896	)
Cash and cash equivalents at beginning of period		1,485			257			1,538			(15	)		3,265
Cash and cash equivalents at end of period	$	938		$	180		$	1,293		$	(42	)	$	2,369

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~Report of Independent Registered Public Accounting Firm

Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

Consolidated

CASH PROVIDED BY (USED IN) OPERATING
   ACTIVITIES

$
(109
)

$
3,136

$
322

$
(26
)

$
3,323

INVESTING ACTIVITIES

Capital expenditures

(3
)

(3,359
)

(395
)

—

(3,757
)
Proceeds from asset dispositions and other

(45
)

86

21

—

62

CASH USED IN INVESTING
   ACTIVITIES

(48
)

(3,273
)

(374
)

—

(3,695
)
FINANCING ACTIVITIES

Proceeds from short-term borrowings, net

220

—

—

—

220

Net transfers from (to) Parent

2

(31
)

29

—

—

Payment on loan between subsidiaries

(29
)

—

29

—

—

Intercompany dividends

—

114

(114
)

—

—

Proceeds from debt issuances

2,463

—

—

—

2,463

Principal payments on debt

(750
)

(117
)

(7
)

—

(874
)
Proceeds from stock issuances

58

—

—

—

58

Dividends paid

(514
)

—

—

—

(514
)
Purchase of treasury stock

(1,365
)

—

—

—

(1,365
)
Other, net

—

127

(122
)

—

5

CASH (USED IN) PROVIDED BY FINANCING
   ACTIVITIES

85

93

(185
)

—

(7
)
Effect of exchange rate changes on cash

—

(9
)

(5
)

—

(14
)
Net (decrease) increase in cash and cash equivalents

(72
)

(53
)

(242
)

(26
)

(393
)
Cash and cash equivalents at beginning of period

1,485

257

1,538

(15
)

3,265

Cash and cash equivalents at end of period

$
1,413

$
204

$
1,296

$
(41
)

$
2,872

Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

Consolidated

CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES

$
(3,537
)

$
4,664

$
25

$
10

$
1,162

INVESTING ACTIVITIES

Capital expenditures

—

(3,746
)

(248
)

—

(3,994
)
Business acquisitions, net of cash acquired

—

(44
)

—

—

(44
)
Proceeds from asset dispositions and other

(5
)

23

3

—

21

CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

(5
)

(3,767
)

(245
)

—

(4,017
)
FINANCING ACTIVITIES

Proceeds from short-term borrowings, net

797

—

—

—

797

Net transfers from (to) Parent

807

(895
)

88

—

—

Payment on loan between subsidiaries

210

—

(210
)

—

—

Proceeds from debt issuances

1,481

—

—

—

1,481

Principal payments on debt

—

(17
)

(14
)

—

(31
)
Proceeds from stock issuances

284

—

—

—

284

Dividends paid

(402
)

—

—

—

(402
)
Purchase of treasury stock

(558
)

—

—

—

(558
)
Other, net

2

4

—

—

6

CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES

2,621

(908
)

(136
)

—

1,577

Effect of exchange rate changes on cash

(6
)

61

43

—

98

Net (decrease) increase in cash and cash equivalents

(927
)

50

(313
)

10

(1,180
)
Cash and cash equivalents at beginning of period

1,884

325

1,807

(47
)

3,969

Cash and cash equivalents at end of period

$
957

$
375

$
1,494

$
(37
)

$
2,789

We have reviewed the accompanying condensed consolidated balance sheet of FedEx Corporation (the Company) as of ~~February 28,~~August 31, 2019, ~~and~~ the related condensed consolidated statements of income, ~~and~~ comprehensive income, ~~for the three-month and nine-month periods ended February 28, 2019 and February 28, 2018, the condensed consolidated statements of~~ cash flows ~~for the nine-month periods ended February 28, 2019~~ and ~~February 28, 2018, and the consolidated statements of~~ changes in common stockholders’ investment for the three-month ~~and nine-month~~ periods ended ~~February 28,~~August 31, 2019 and ~~February 28,~~August 31, 2018 and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of ~~FedEx Corporation~~the Company as of May 31, ~~2018, and~~2019, the related consolidated statements of income, comprehensive income, cash flows and changes in common stockholders’ investment ~~and cash flows~~ for the year then ended, and the related notes ~~and schedules~~ (not presented herein); and in our report dated July 16, ~~2018,~~2019, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 31, ~~2018,~~2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

The following Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) describes the principal factors affecting the results of operations, liquidity, capital resources, contractual cash obligations and critical accounting estimates of FedEx Corporation (“FedEx”). This discussion should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended May 31, ~~2018~~2019 (“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial condition and operating results.

We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. Our primary operating companies are Federal Express Corporation (“FedEx Express”), including TNT Express B.V. (“TNT Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight Corporation (“FedEx Freight”), a leading ~~U.S.~~North American provider of less-than-truckload (“LTL”) freight transportation services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), constitute our reportable segments.

Our FedEx Services segment provides sales, marketing, information technology, communications, customer service, technical support, billing and collection services, and certain back-office functions that support our ~~transportation~~operating segments. ~~The FedEx Services segment also provides customers with retail access to FedEx Express and FedEx Ground shipping services through FedEx Office and Print Services, Inc. (“FedEx Office”).~~ See “Reportable Segments” for further discussion. Additional information on our businesses can be found in our Annual Report.

As discussed in our Annual Report, as of June 1, 2019 the results of the FedEx ~~Logistics,~~Office and Print Services, Inc. (“FedEx ~~Logistics” (formerly FedEx Trade Networks, Inc.)~~Office”) operating segment ~~results~~ are included in “Corporate, other and ~~eliminations” in~~eliminations.” This change was made to reflect our ~~segment reporting.~~internal management reporting structure. Prior year amounts have been revised to conform to the current year presentation.

Many of our operating expenses are directly impacted by revenue and volume levels, and we expect these operating expenses to fluctuate on a year-over-year basis consistent with changes in revenues and volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends impacting expenses other than those factors strictly related to changes in revenues and volumes. The line item “Other operating ~~expenses”~~expense” includes costs associated with outside service contracts (such as facility services and cargo handling, temporary labor and security), insurance, professional fees, ~~insurance,~~ uniforms and ~~taxes and licenses.~~advertising.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, ~~2019~~2020 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year. References to our transportation segments include, collectively, the FedEx Express segment, the FedEx Ground segment and the FedEx Freight segment.

The following tables compare summary operating results and changes in revenue and operating income (dollars in millions, except per share amounts) for the periods ended ~~February 28:~~August 31:

	Three Months Ended						Percent				Nine Months Ended						Percent				Three Months Ended						Percent
	2019			2018			Change				2019			2018			Change				2019			2018			Change
Revenues	$	17,010		$	16,526			3			$	51,886		$	48,136			8			$	17,048		$	17,052			—
Operating income (loss):
FedEx Express segment		370			317			17				1,357			1,238			10				285			388			(27	)
FedEx Ground segment		577			614			(6	)			1,830			1,716			7				644			676			(5	)
FedEx Freight segment		97			49			98				421			322			31				194			176			10
Corporate, other and eliminations		(133	)		(122	)		(9	)			(458	)		(332	)		(38	)			(146	)		(169	)		14
Consolidated operating income		911			858			6				3,150			2,944			7				977			1,071			(9	)
Operating margin:
FedEx Express segment		4.1	%		3.5	%		60		bp		4.9	%		4.7	%		20		bp		3.2	%		4.2	%		(100	)	bp
FedEx Ground segment		11.0	%		12.7	%		(170	)	bp		12.0	%		12.6	%		(60	)	bp		12.4	%		14.1	%		(170	)	bp
FedEx Freight segment		5.5	%		3.0	%		250		bp		7.5	%		6.5	%		100		bp		10.2	%		9.0	%		120		bp
Consolidated operating margin		5.4	%		5.2	%		20		bp		6.1	%		6.1	%		—		bp		5.7	%		6.3	%		(60	)	bp
Consolidated net income	$	739		$	2,074			(64	)		$	2,509		$	3,445			(27	)		$	745		$	835			(11	)
Diluted earnings per share	$	2.80		$	7.59			(63	)		$	9.41		$	12.63			(25	)		$	2.84		$	3.10			(8	)

	Change in Revenue					Change in Operating Income						Year-over-Year Changes
	Three Months Ended			Nine Months Ended		Three Months Ended			Nine Months Ended			Revenue			Operating Income (Loss)
FedEx Express segment	$	(93	)	$	1,257	$	53		$	119		$	(277	)	$	(103	)
FedEx Ground segment		433			1,604		(37	)		114			380			(32	)
FedEx Freight segment		137			677		48			99			(54	)		18
FedEx Services segment		5			35		—			—			(5	)		—
Corporate, other and eliminations		2			177		(11	)		(126	)		(48	)		23
	$	484		$	3,750	$	53		$	206		$	(4	)	$	(94	)

As of June 1, 2018, we adopted new accounting guidance that changes how employers that sponsor defined benefit pension or other postretirement benefit plans present net periodic benefit cost in their income statement. This new guidance requires us to report only the service cost component in the salaries and employee benefits line item. The other components of net benefit cost are required to be presented in the income statement in other income, outside of income from operations. This new guidance impacts operating income and margin but has no impact on net income or earnings per share. We have applied these changes retrospectively.

Consolidated operating income ~~improved~~declined during the ~~third~~first quarter ~~and nine months~~ of ~~2019~~2020 primarily due to weakening global economic conditions, increased costs to accommodate expanding services and continued mix shift to lower-yielding services, including growth in e-commerce volumes. Our first quarter 2020 results were negatively impacted by approximately $100 million due to one fewer operating day. In addition, the loss of business from a large customer at FedEx Express and FedEx Ground negatively impacted our results during the first quarter of 2020. These factors were partially offset by lower variable incentive compensation expenses, ~~volume growth, the favorable net impact of fuel at all of our transportation segments and~~ increased yields at FedEx Freight and FedEx Ground and higher volume at FedEx Ground. Lower variable incentive compensation expenses benefited the comparison of our results by approximately ~~$350~~$300 million in the third quarter and the nine months of 2019. During the third quarter and nine months of 2019, softening global economic conditions negatively impacted international package volumes at FedEx Express. Lower weights in U.S. domestic package shipments at FedEx Express also negatively impacted our results. Compounding these factors, we also experienced a product mix shift to lower yielding services due in part to an increase in e-commerce traffic at FedEx Express. In addition, higher purchased transportation costs, resulting from increased contractor settlement rates at FedEx Ground and expanding the FedEx Ground network operations to six days year-round, starting in January 2019, negatively affected our results. Comparables for the nine months of 2019 are affected by the impact of the NotPetya cyberattack, which reduced earnings in the first half of 2018 by approximately $400 million ($1.14 per diluted share). Winter weather conditions in 2019 did not have a material effect on comparisons to 2018 for either the third-quarter or nine-month periods.

The comparison of net income between 2019 and 2018 is significantly affected by a provisional benefit of $1.15 billion ($4.21 per diluted share) attributable to the enactment of the Tax Cuts and Jobs Act (“TCJA”) recognized during the third quarter of 2018, specifically related to the remeasurement of our net U.S. deferred tax liability. Net income for the third quarter of 2019 includes tax benefits of $90 million ($0.34 per diluted share) from the reduction of a valuation allowance on certain tax loss carryforwards and $60 million ($0.23 per diluted share) primarily related to a lower statutory income tax rate under the TCJA. These items were partially offset by tax expense of $50 million ($0.19 per diluted share) related to a recently enacted lower tax rate in the Netherlands applied to our deferred tax balances. Additionally, we recognized an income tax benefit of approximately $230 million ($0.86 per diluted share) in the nine months of 2019, primarily related to a lower statutory income tax rate under the TCJA. Our results for the third quarter of 2018 included tax benefits of $204 million ($0.75 per diluted share) from a $1.5 billion contribution to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) in February 2018 and $165 million ($0.60 per diluted share) related to the phase-in of a reduced statutory tax rate on 2018 year-to-date earnings, of which approximately $120 million ($0.44 per diluted share) was recorded in the third quarter and attributable to the first half of 2018 earnings. See the “Income Taxes” section below for further information.2020.

We incurred TNT Express integration expenses totaling ~~$69~~$71 million ($55 million, net of tax, or $0.21 per diluted share) in the ~~third~~first quarter of ~~2019,~~2020, a ~~$37~~$50 million decrease from the ~~third~~first quarter of ~~2018. TNT Express integration expenses were $304 million ($243 million, net of tax, or $0.92 per diluted share) in the nine months of 2019, a $37 million decrease from the nine months of 2018.~~2019. The integration expenses are predominantly incremental costs directly associated with the integration of TNT Express, including professional and legal fees, salaries and employee benefits, travel and advertising expenses, and include any restructuring charges at TNT Express. Internal salaries and employee benefits are included only to the extent the individuals are assigned full-time to integration activities. These costs were incurred at FedEx Express and FedEx Corporate. The identification of these costs as integration-related expenditures is subject to our disclosure controls and procedures.

The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected volume trends (in thousands) over the five most recent quarters:

The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected yield trends over the five most recent quarters:

Revenues ~~increased 3%~~were flat in the ~~third~~first quarter ~~and 8% in the nine months~~ of ~~2019 due to~~2020 as higher volumes and yields at FedEx Ground were offset by one fewer operating day at all of our transportation segments, ~~and increased yields~~as well as the loss of business from a large customer at FedEx ~~Ground~~Express and FedEx ~~Freight.~~Ground. At FedEx Ground, revenues increased 9%8% in the ~~third~~first quarter ~~and 12% in the nine months~~ of ~~2019~~2020 due to volume growth and increased yields. ~~FedEx Freight revenues increased 8% in the third quarter and 14% in the nine months of 2019 due to higher revenue per shipment and average daily shipments.~~ Revenues at FedEx Express decreased 1%3% in the ~~third~~first quarter of ~~2019~~2020 primarily due to ~~lower international priority and international domestic package revenue. At FedEx Express,~~ unfavorable exchange rates and lower ~~base rates~~freight pounds reflecting macroeconomic weakness and trade uncertainty. FedEx Freight revenues decreased ~~weights contributed to the decline in international revenue~~3% in the ~~third~~first quarter of 2019. Currency exchange rates had a negative impact on revenues at FedEx Express but did not have an impact on operating income in the third quarter of 2019. Revenues at FedEx Express increased 5% in the nine months of 2019 primarily2020 due to ~~U.S. domestic package volume growth and international package and freight volume recovery from the NotPetya cyberattack,~~decreased average daily shipments, partially offset by ~~package yield declines. FedEx Express~~higher revenue during the third quarter and nine months of 2019 was negatively impacted by continued softness in international package volume growth resulting from weakening global economic conditions. Higher fuel surcharges had a positive impact on revenues at all of our transportation segments in the third quarter and nine months of 2019.per shipment.

The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the periods ended ~~February 28:~~August 31:

Three Months Ended

Percent

Nine Months Ended

Percent

2019

2018

Change

2019

2018

Change

Operating expenses:

Salaries and employee benefits

$
6,069

$
6,124

(1
)

$
18,589

$
17,677

5

Purchased transportation

4,253

3,935

8

12,566

11,220

12

Rentals and landing fees

874

873

—

2,533

2,526

—

Depreciation and amortization

851

786

8

2,487

2,293

8

Fuel

907

914

(1
)

2,945

2,435

21

Maintenance and repairs

658

628

5

2,144

1,968

9

Business realignment costs⁽¹⁾

4

—

NM

4

—

NM

Other

2,483

2,408

3

7,468

7,073

6

Total operating expenses

$
16,099

$
15,668

3

$
48,736

$
45,192

8

Operating income

$
911

$
858

6

$
3,150

$
2,944

7

~~Operating margin improved~~Our results declined in the ~~third~~first quarter of ~~2019~~2020 primarily due to lower variable incentive compensation expenses, partially offset by higher operating costs in purchased transportation, driven by higher rates at FedEx Ground and FedEx Freight as well as expanding the FedEx Ground network operations to six days year-round, starting in January 2019. In addition, lower yields at FedEx Express negatively affected operating margin in the third quarter of 2019. Operating margin remained flat in the nine months of 2019 primarily due to increased revenue and lower variable incentive compensation expenses, offset by higher operating costs. An overall product mix shift at FedEx Express from international priority volume to international deferred volume, as well as continued softness in international volumes at FedEx Express resulting from weakening global economic conditions ~~negatively impacted~~and continued mix shift to lower-yielding services, including growth in deferred services driven by e-commerce. In addition, one fewer operating ~~margin during the third quarter and nine months of 2019.~~

~~Purchased transportation costs increased 8% in the third quarter and 12% in the nine months of 2019 primarily due to higher volumes~~day at all of our transportation segments, the loss of business from a large customer at FedEx Express and FedEx Ground and higher purchased transportation costs, including higher rates and increased ~~rates, including fuel costs,~~capacity for six-day-per-week operations year-round at FedEx Ground, negatively impacted our results during the first quarter of 2020. These items were partially offset by lower variable incentive compensation expenses, increased yields at FedEx Freight and FedEx ~~Freight, reflecting the inflationary impact~~Ground and higher volume at FedEx Ground.

The adoption of the ~~tight labor market on our rates.~~ new lease accounting standard during the first quarter of 2020 resulted in a reclassification from other operating expense to rentals and landing fees expense of approximately $50 million and maintenance and repairs expense to rentals and landing fees expense of approximately $10 million. These amounts were reclassified in order to properly align the lease and rental expenses to the appropriate line items in accordance with the new standard and are excluded from the following year-over-year expense change discussion.

Salaries and employee benefits expense decreased 1%3% in the ~~third~~first quarter of ~~2019~~2020 primarily due to lower variable incentive compensation expenses, partially offset by higher staffing to support volume growth at FedEx Express and ~~annual merit increases. Salaries and employee benefits~~FedEx Ground. Other operating expense increased 5% in the ~~nine months~~first quarter of ~~2019~~2020 primarily due to higher ~~staffing~~self-insurance accruals at FedEx Ground and ~~merit increases, partially offset by lower variable incentive compensation expenses.~~higher outside service contracts at FedEx Express. Depreciation and amortization expense increased 8%9% in the ~~third~~first quarter ~~and nine months~~ of ~~2019~~2020 primarily due to continued strategic investment programs at all transportation segments. Purchased transportation costs increased 2% in ~~aircraft~~the first quarter of 2020 primarily due to increased contractor settlement rates and ~~related equipment~~expansion of the FedEx Ground network to six-day-per-week operations year-round in January 2019, as well as higher volumes at FedEx ~~Express.~~Ground. Maintenance and repairs expense increased 5%4% in the ~~third~~first quarter ~~and 9% in the nine months~~ of ~~2019~~2020 primarily due to ~~increased~~higher aircraft engine maintenance expense at FedEx Express.

The following graph for our transportation segments shows our average cost of jet and vehicle fuel per gallon for the five most recent quarters:

Fuel expense decreased 1%12% in the ~~third~~first quarter of ~~2019~~2020 primarily due to decreased ~~fuel prices at FedEx Express, offset by higher mileage at FedEx Freight. Fuel expense increased 21% in the nine months of 2019 primarily due to increased~~ fuel prices. However, fuel prices represent only one component of the factors we consider meaningful in understanding the impact of fuel on our business. Consideration must also be given to the fuel surcharge revenue we collect. Accordingly, we believe discussion of the net impact of fuel on our results, which is a comparison of the year-over-year change in these two factors, is important to understand the impact of fuel on our business. In order to provide information about the impact of fuel surcharges on the trend in revenue and yield growth, we have included the comparative weighted-average fuel surcharge percentages in effect for the ~~third~~first quarters of ~~2019~~2020 and ~~2018~~2019 in the accompanying discussion of each of our transportation segments.

Most of our fuel surcharges are adjusted on a weekly basis. The fuel surcharge is based on a weekly fuel price from two weeks prior to the week in which it is assessed. Some FedEx Express international fuel surcharges incorporate a timing lag of approximately six to eight weeks.

The manner in which we purchase fuel also influences the net impact of fuel on our results. For example, our contracts for jet fuel purchases at FedEx Express are tied to various indices, including the U.S. Gulf Coast index. While many of these indices are aligned, each index may fluctuate at a different pace, driving variability in the prices paid for jet fuel. Furthermore, under these contractual arrangements, approximately 70% of our jet fuel is purchased based on the index price for the preceding week, with the remainder of our purchases tied to the index price for the preceding month and preceding day, rather than based on daily spot rates. These contractual provisions mitigate the impact of rapidly changing daily spot rates on our jet fuel purchases.

Because of the factors described above, our operating results may be affected should the market price of fuel suddenly change by a significant amount or change by amounts that do not result in an adjustment in our fuel surcharges, which can significantly affect our earnings either positively or negatively in the short-term.

The net impact of fuel had a slight benefit to operating income in the first quarter of 2020 as decreased fuel prices more than offset lower fuel surcharges.

We routinely review our fuel surcharges. On March 18, 2019, we updated the tables used to determine our fuel surcharges for FedEx Express U.S. domestic services and at FedEx Ground. On September 10, 2018, we updated the tables used to determine our fuel surcharges at FedEx Express and FedEx Ground.

The net impact of fuel ~~had a significant benefit to~~on operating income indescribed above and for each segment below excludes the ~~third quarter and nine months of 2019 as higher fuel surcharges more than offset increased fuel prices.~~impact from these table changes.

The net impact of fuel on our operating results does not consider the effects that fuel surcharge levels may have on our business, including changes in demand and shifts in the mix of services purchased by our customers. In addition, our purchased transportation expense may be impacted by fuel costs. While fluctuations in fuel surcharge percentages can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price and extra service charges we obtain for these services and the level of pricing discounts offered.

Our effective tax rate was ~~20.6%~~25.2% for the ~~third~~first quarter ~~and 21.8%~~of 2020, compared with 24.2% for the ~~nine months~~first quarter of ~~2019, compared with (137.3)% for the third quarter and (15.0)% for the nine months of 2018.~~2019. The 2019 tax rates include a benefit of $90 million from the reduction of a valuation allowance on certain tax loss carryforwards and an expense of $50 million from the impact on our deferred taxes attributable to a recently enacted lower2020 tax rate ~~in the Netherlands. The 2019 tax rates were also favorably~~was impacted by ~~the TCJA, which resulted~~decreased earnings in benefits of approximately $60 million during the third quarter and $230 million for the nine months of 2019, primarily from the lower statutory tax rate on fiscal 2019 earnings. The tax rate for the nine months of 2019 also benefited by approximately $60 million from accelerated deductions claimed on our 2018 U.S. income tax return. The 2018 tax rates were favorably impacted by a provisional benefit of $1.15 billion from the remeasurement of our net U.S. deferred tax liability and a provisional benefit of $36 million from foreign tax credits exceeding the one-time transition tax on previously deferred foreign earnings. In addition to these provisional amounts, we recognized a $204 million benefit from a $1.5 billion contribution to our U.S. Pension Plans in February 2018 and $165 million related to the phase-in of a reduced statutory tax rate on 2018 year-to-date earnings, of which approximately $120 million was recorded in the third quarter and attributable to the first half of 2018 earnings.certain non-U.S. jurisdictions.

~~The following table provides a reconciliation of the 2018 effective tax rates to the 2019 effective tax rates, including the impacts of the TCJA, for the periods ended February 28:~~

We are subject to taxation in the United States and various U.S. state, local and foreign jurisdictions. We are currently under examination by the Internal Revenue Service (“IRS”) for the 2016 and 2017 tax years. In addition, we ~~have initiated~~are currently under appeals proceedings with respect to the IRS’s proposed audit adjustment for the 2014 and 2015 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next twelve months and could result in a change in our balance of unrecognized tax benefits. The impact of any changes is not expected to be material to our consolidated financial statements. As of ~~February 28,~~August 31, 2019, there were no material changes to our liabilities for unrecognized tax benefits subsequent to May 31, ~~2018.~~2019.

~~In December 2018, we announced cost-reduction programs primarily through initiatives~~We expect operating income declines for the remainder of 2020 resulting from lower revenue at FedEx Express and higher operating costs at FedEx ~~Services~~Ground.

Our outlook on global trade has weakened since the previous quarter due to escalating trade tensions, including increased tariffs on Chinese goods, increasing softness in ~~response~~European markets and declines in industrial production. Our international operations are much more sensitive to ~~current business and economic conditions that include the following:~~

During the third quarter of 2019, we began offering voluntary cash buyouts to eligible U.S.-based employees in certain staff functions. The U.S.-based voluntary employee buyout program includes voluntary severance payments and funding to healthcare reimbursement accounts, with the voluntary severance payment calculated based on four weeks of gross base salary for every year of continuous FedEx service up to a maximum payment of two years of pay. Eligible employees will be scheduled to vacate positions in phases to ensure a smooth transition in the impacted functions so that we maintain service levels toglobal trade than our ~~customers. Employees in the first phase will vacate their positions on May 31, 2019, and we expect all employees who accept the buyout to vacate their positions by the end of 2020. Costs~~U.S. domestic operations because of the ~~benefits provided under the program will be recognized as special termination benefits in the period employees accept their offers, which~~higher concentration of business-to-business shipments internationally. The softer economic outlook is expected to ~~be predominantly~~create an ongoing revenue shortfall from planned levels, particularly in ~~the fourth quarter of 2019.~~

~~We expect continued revenue and earnings growth at FedEx Freight in the fourth quarter of 2019 to be driven by volume and yield growth. While FedEx Ground revenue growth~~TNT Express integration is expected to ~~remain strong~~compound the impact of the revenue shortfall on our near-term results.

In the U.S. domestic package market, incremental costs associated with modernizing our FedEx Express network and permanently expanding our FedEx Ground network operations to seven days per week year-round, combined with short-term volume declines from the loss of a large customer, has created a near-term cost-to-volume disparity. However, we are confident that our investments in our U.S. domestic package operations will ultimately result in higher revenue that more than offsets the ~~fourth quarter of 2019,~~implementation costs associated with these programs.

In response to the current economic conditions, we are making adjustments to our global FedEx Express air network to better match capacity with demand. These capacity adjustments will result in accelerating planned aircraft retirements over the current and next fiscal years, and we are parking additional aircraft after the 2020 peak season. These actions could result in higher ~~operating costs are expected to continue to negatively impact results, as~~depreciation expense and/or immaterial asset impairments in future periods. In addition, we continue to ~~focus~~be focused on growing volumes to fill the capacity of our new six-day network. While the launch of six-day operations will continue to be a modest headwind, we believe it will allow for the more efficient use of our existing assets, which ultimately will drive improved performancecost reductions by limiting discretionary spending and ~~enhance our competitive position. At FedEx Ground and FedEx Freight, we will continue to concentrate on operational improvement programs for~~deferring non-critical hiring.

For the remainder of 2019 that are designed to increase operational efficiency and safety, enhance service offerings to our customers and manage our cost structure. We expect earnings to decrease at FedEx Express in the fourth quarter of 2019 due to lower yields and continued softness in international package volumes resulting from slowing global economic conditions, particularly in Asia and Europe. As a response to these negative business trends,2020, we ~~are implementing revenue-quality enhancement and cost-reduction actions; however, the full benefits of these actions~~ will ~~not be realized immediately.~~

Our expectations for the remainder of 2019 are dependent on key external factors, including fuel prices, moderate U.S. domestic economic growth and no further weakening in international economic conditions from our current forecast.

We continue to execute our TNT Express integration ~~plans. The integration process is complex as it spans over 200 countries~~plans and territories and involves combining our pickup-and-delivery operations at a local level, our global and regional air and ground networks, and our extensive operations, customs clearance, sales and back-office information technology systems. We have completed the operational integration in the U.S., Canada and Middle East, and expect to have the sales forces substantially integrated by the end of 2019. The sales force integration will allow both the FedEx Express and TNT Express sales teams to sell our full suite of services to customers.

A significant milestone in the integration includes key projects that enable the injection of FedEx Express shipments into the TNT Express European road network. This integration milestone will allow FedEx Express customers to benefit from transit time improvements for their intra-European shipments. We began rolling out this service in Europe in February 2019 and expect to have this service improvement completed in June 2019. In addition, by the end of 2020, we expect to completeare focused on completing projects across our European hub and station locations that will allow interoperability between the ground networks for both FedEx Express and TNT Express packages, which will further lower costs as the related FedEx Express linehaul operations are optimized.

In ~~2019,~~addition, we ~~have begun~~continue to focus on the operational network integration process for the key countries in Europe, which represent a significant percentage of international revenue, workforces and facilities. Integration activities in Europe are complex and require consultations with works councils and employee representatives in a number of countries. While we expect to make significant progress on integration activities in 2020, particularly in Europe, integration work will continue ~~into 2021.~~

thereafter. After 2020, the next key integration milestones include completing a single portfolio of services and air network integration. We ~~currently estimate~~expect to incur approximately $280 million of integration expenses in the remainder of 2020 in the form of professional fees, outside service contracts, salaries and wages and other operating expense. We expect the aggregate integration program expenses, including restructuring charges at TNT Express, to ~~exceed $1.5~~be approximately $1.7 billion through 2021, and we may incur additional costs, ~~related to~~including investments that will further transform and optimize the combined ~~business.~~businesses. The timing and amount of integration expenses and ~~other~~capital investments in any future period may change as we revise and implement our plans. ~~We expect to incur approximately $435 million~~

Our expectations for the remainder of ~~integration expenses~~2020 are dependent on key external factors, including moderate U.S. economic growth, current fuel price expectations, no further weakening in ~~2019, down~~international economic conditions from our ~~previous estimate of $450 million.~~current forecast and no additional adverse developments in international trade policies and relations.

Other Outlook Matters. For details on key ~~2019~~2020 capital projects, refer to the “Liquidity Outlook” section of this MD&A.

FedEx Ground previously announced plans to implement the Independent Service Provider (“ISP”) model throughout its entire U.S. pickup-and-delivery network. The transition to the ISP model is being accomplished on a district-by-district basis and we are now targeting the transition to be completed during the second quarter of 2020. As of February 28, 2019, over two-thirds of FedEx Ground volume was being delivered by small businesses operating under the ISP model. The costs associated with these transitions will be recognized in the periods incurred and are not expected to be material to any future quarter.

See “Forward-Looking Statements” and Part II, Item 1A “Risk Factors” for a discussion of these and other potential risks and uncertainties that could materially affect our future performance.

See Note 1 of the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting guidance.

FedEx Express, FedEx Ground and FedEx Freight represent our major service lines and, along with FedEx Services, constitute our reportable segments. Our reportable segments include the following businesses:

The operating expense line item “Intercompany charges” on the accompanying unaudited condensed consolidated financial statements of our transportation segments reflects the allocations from the FedEx Services segment to the respective ~~transportation~~operating segments. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided.

The FedEx Services segment provides direct and indirect support to our ~~transportation businesses,~~operating segments, and we allocate all of the net operating costs of the FedEx Services segment ~~(including the net operating results of FedEx Office)~~ to reflect the full cost of operating our ~~transportation~~ businesses in the results of those segments. ~~Within the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground.~~ We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our ~~transportation~~operating segments. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.

Also included in corporate and other is the FedEx ~~Logistics~~Office operating segment, which provides an array of document and business services and retail access to our customers for our package transportation businesses, and the FedEx Logistics, Inc. operating segment, which provides integrated supply chain management solutions, specialty transportation, cross-border e-commerce technology and e-commerce transportation solutions, customs brokerage and global ocean and air freight forwarding through FedEx Trade Networks Transport & Brokerage, Inc.; cross-border enablement and technology solutions and e-commerce transportation solutions through FedEx Cross Border Technologies, Inc.; integrated supply chain management solutions through FedEx Supply Chain Distribution System, Inc. (“FedEx Supply Chain”); time-critical shipment services through FedEx Custom Critical, Inc.; and, effective September 1, 2018, critical inventory and service parts logistics, 3-D printing and technology repair through FedEx Forward Depots, Inc. (“FedEx Forward Depots”). In the third quarter and nine months of 2019, the operating loss increase in “Corporate, other and eliminations” was driven primarily by FedEx Logistics resulting from operating losses, the inclusion of FedEx Forward Depots following the realignment of FedEx Logistics and lower transportation volumes due to weakness in the global economy. In addition, costs incurred in connection with the settlement of a legal matter involving FedEx Ground, including certain professional fees, negatively impacted our results during the nine months of 2019.forwarding.

FedEx Express offers a wide range of U.S. domestic and international shipping services for delivery of packages and freight including priority, deferred and economy services, which provide delivery on a time-definite or day-definite basis. Prior year amounts have been revised to conform to the current year presentation, including revised statistical information. The following tables compare revenues, operating expenses, operating income (dollars in millions), operating margin and operating expenses as a percent of revenue for the periods ended ~~February 28:~~August 31:

	Three Months Ended						Percent				Nine Months Ended						Percent				Three Months Ended						Percent
	2019			2018			Change				2019			2018			Change				2019			2018			Change
Revenues:
Package:
U.S. overnight box	$	1,844		$	1,836			—			$	5,678		$	5,373			6			$	1,866		$	1,886			(1	)
U.S. overnight envelope		433			435			—				1,345			1,317			2				479			468			2
U.S. deferred		1,119			996			12				3,131			2,796			12				956			952			—
Total U.S. domestic package revenue		3,396			3,267			4				10,154			9,486			7				3,301			3,306			—
International priority		1,738			1,841			(6	)			5,508			5,469			1				1,817			1,874			(3	)
International economy		806			793			2				2,541			2,378			7				855			850			1
Total international export package revenue		2,544			2,634			(3	)			8,049			7,847			3				2,672			2,724			(2	)
International domestic⁽¹⁾		1,078			1,140			(5	)			3,412			3,424			—				1,076			1,131			(5	)
Total package revenue		7,018			7,041			—				21,615			20,757			4				7,049			7,161			(2	)
Freight:
U.S.		772			739			4				2,294			2,040			12				695			730			(5	)
International priority		477			532			(10	)			1,574			1,527			3				464			533			(13	)
International economy		495			492			1				1,568			1,354			16				516			519			(1	)
International airfreight		76			93			(18	)			244			276			(12	)			66			85			(22	)
Total freight revenue		1,820			1,856			(2	)			5,680			5,197			9				1,741			1,867			(7	)		Percent of Revenue
Other		167			201			(17	)			536			620			(14	)			155			194			(20	)		2019			2018
Total revenues		9,005			9,098			(1	)			27,831			26,574			5				8,945			9,222			(3	)			100.0	%		100.0	%
Operating expenses:
Salaries and employee benefits		3,389			3,493			(3	)			10,303			10,046			3				3,372			3,473			(3	)			37.7			37.7
Purchased transportation		1,267			1,285			(1	)			3,928			3,773			4				1,232			1,307			(6	)			13.8			14.2
Rentals and landing fees		504			526			(4	)			1,448			1,502			(4	)			513			470			9				5.7			5.1
Depreciation and amortization		456			423			8				1,341			1,248			7				462			436			6				5.2			4.7
Fuel		771			782			(1	)			2,515			2,088			20				743			845			(12	)			8.3			9.2
Maintenance and repairs		433			419			3				1,449			1,323			10				517			502			3				5.8			5.4
Intercompany charges		505			536			(6	)			1,571			1,547			2				469			518			(9	)			5.2			5.6
Other		1,310			1,317			(1	)			3,919			3,809			3				1,352			1,283			5				15.1			13.9
Total operating expenses		8,635			8,781			(2	)			26,474			25,336			4				8,660			8,834			(2	)			96.8	%		95.8	%
Operating income	$	370		$	317			17			$	1,357		$	1,238			10			$	285		$	388			(27	)
Operating margin		4.1	%		3.5	%		60		bp		4.9	%		4.7	%		20		bp		3.2	%		4.2	%		(100	)	bp

The following table compares selected statistics (in thousands, except yield amounts) for the periods ended ~~February 28:~~

	Three Months Ended				Percent			Nine Months Ended				Percent			Three Months Ended				Percent
	2019		2018		Change			2019		2018		Change			2019		2018		Change
Package Statistics
Average daily package volume (ADV):
U.S. overnight box		1,307		1,315		(1	)		1,282		1,249		3			1,218		1,231		(1	)
U.S. overnight envelope		524		541		(3	)		536		548		(2	)		562		551		2
U.S. deferred		1,224		1,026		19			1,071		946		13			976		916		7
Total U.S. domestic ADV		3,055		2,882		6			2,889		2,743		5			2,756		2,698		2
International priority		530		537		(1	)		537		532		1			530		526		1
International economy		289		266		9			289		265		9			294		276		7
Total international export ADV		819		803		2			826		797		4			824		802		3
International domestic⁽¹⁾		2,410		2,467		(2	)		2,491		2,473		1			2,352		2,396		(2	)
Total ADV		6,284		6,152		2			6,206		6,013		3			5,932		5,896		1
Revenue per package (yield):
U.S. overnight box	$	22.75	$	22.53		1		$	23.32	$	22.64		3		$	23.94	$	23.57		2
U.S. overnight envelope		13.31		12.97		3			13.21		12.64		5			13.32		13.09		2
U.S. deferred		14.76		15.66		(6	)		15.38		15.56		(1	)		15.29		15.98		(4	)
U.S. domestic composite		17.93		18.29		(2	)		18.50		18.20		2			18.71		18.85		(1	)
International priority		52.95		55.25		(4	)		54.01		54.10		—			53.52		54.80		(2	)
International economy		44.94		48.01		(6	)		46.28		47.24		(2	)		45.52		47.43		(4	)
International export composite		50.12		52.85		(5	)		51.31		51.82		(1	)		50.67		52.26		(3	)
International domestic⁽¹⁾		7.21		7.45		(3	)		7.21		7.29		(1	)		7.15		7.26		(2	)
Composite package yield		18.01		18.46		(2	)		18.33		18.17		1		$	18.57	$	18.69		(1	)
Freight Statistics
Average daily freight pounds:
U.S.		8,905		8,757		2			8,705		8,311		5			8,015		8,309		(4	)
International priority		5,030		5,389		(7	)		5,326		5,302		—			4,792		5,260		(9	)
International economy		14,067		13,209		6			14,292		12,215		17			13,717		13,459		2
International airfreight		1,615		1,951		(17	)		1,697		1,982		(14	)		1,555		1,717		(9	)
Total average daily freight pounds		29,617		29,306		1			30,020		27,810		8			28,079		28,745		(2	)
Revenue per pound (yield):
U.S.	$	1.40	$	1.36		3		$	1.39	$	1.29		8		$	1.36	$	1.35		1
International priority		1.53		1.60		(4	)		1.56		1.52		3			1.51		1.56		(3	)
International economy		0.57		0.60		(5	)		0.58		0.58		—			0.59		0.59		—
International airfreight		0.76		0.77		(1	)		0.76		0.73		4			0.66		0.76		(13	)
Composite freight yield		0.99		1.02		(3	)		1.00		0.98		2		$	0.97	$	1.00		(3	)

FedEx Express segment revenues decreased 1%3% in the ~~third~~first quarter of ~~2019~~2020 primarily due to the loss of business from a large customer, one fewer operating day, unfavorable exchange rates and lower freight pounds reflecting macroeconomic weakness and trade uncertainty.

Average daily freight pounds decreased 2% in the first quarter of 2020 primarily due to lower volume in international ~~package~~freight services. Freight yields ~~driven by~~decreased 3% in the first quarter of 2020 primarily due to unfavorable exchange rates, base yield declines and lower base rates and decreased weights. Currency exchange rates had a negative impact on revenues but did not have an impact on operating income in the third quarter of 2019. In addition, lower U.S. domestic package yields due to decreased weight and increased deferred volume contributed to the decline in the third quarter of 2019. U.S. domestic package volume growth partially offset these negative impacts. FedEx Express segment revenues increased 5% in the nine months of 2019 primarily due to U.S. domestic package volume growth and international package and freight volume recovery from the NotPetya cyberattack. Continued softness in international package volumes resulting from weakening global economic conditions negatively impacted revenues for the third quarter and nine months of 2019. Higher fuel ~~surcharges positively impacted revenue in both the third quarter and the nine months of 2019.~~

~~U.S.~~surcharges. International domestic package average daily volumes ~~increased 6%~~decreased 2% in the ~~third~~first quarter ~~and 5% in the nine months~~ of ~~2019 driven by deferred services, as e-commerce continues~~2020 primarily due to ~~drive growth. U.S.~~yield management actions. International domestic package yields decreased 2% in the ~~third~~first quarter of ~~2019 primarily due to~~2020 as base yield ~~declines driven~~improvement was more than offset by lower package weights and increased deferred volume. U.S. domestic package yields increased 2% in the nine months of 2019 driven primarily by higher fuel surcharges. Average daily freight pounds increased 1% in the third quarter and 8% in the nine months of 2019 primarily due to higher volume in international freight services, reflecting recovery from the NotPetya cyberattack and an overall product mix shift from package to freight. Freight yields decreased 3% in the third quarter of 2019 primarily due to unfavorable exchange ~~rates, partially offset by higher fuel surcharges. Freight yields increased 2% in the nine months of 2019 primarily due to higher fuel surcharges on U.S. domestic freight services.~~rates. International export package average daily volumes increased 2%3% in the ~~third~~first quarter ~~and 4% in the nine months~~ of ~~2019~~2020 primarily due to ~~the recovery from the NotPetya cyberattack.~~growth in our international economy service offering. However, international package volume growth has slowed across most regions as ~~discussed above.~~a result of macroeconomic weakness and trade uncertainty. International export package yields decreased 5%3% in the ~~third~~first quarter ~~and 1% in the nine months~~ of ~~2019~~2020 driven by unfavorable exchange rates, lower package weights, base yield declines and ~~unfavorable exchange rates, partially offset~~lower fuel surcharges. U.S. domestic package average daily volumes increased 2% in the first quarter of 2020 led by ~~higher fuel surcharges.~~deferred services, as e-commerce continues to drive growth, despite the loss of business from a large customer. U.S. domestic package yields decreased 1% in the first quarter of 2020 driven by lower package weights.

FedEx Express’s U.S. domestic and outbound fuel surcharge and international fuel ~~surcharges~~surcharge ranged as follows for the periods ended ~~February 28:~~

	Three Months Ended						Nine Months Ended						Three Months Ended
	2019			2018			2019			2018			2019			2018
U.S. Domestic and Outbound Fuel Surcharge:
Low		5.47	%		5.05	%		5.47	%		2.21	%		7.27	%		7.02	%
High		8.23			5.91			10.80			5.91			8.45			7.27
Weighted-average		6.21			5.56			7.32			4.31			7.55			7.11
International Fuel Surcharges:
International Export and Freight Fuel Surcharge:
Low		6.22			6.25			6.22			3.38			6.87			8.12
High		17.88			15.87			18.82			15.87			18.22			18.09
Weighted-average		14.89			12.24			16.05			10.53			15.55			14.60
International Domestic Fuel Surcharge:
Low														3.27			2.25
High														19.47			18.24
Weighted-average														7.50			5.68

~~Effective~~On September 16, 2019, FedEx Express announced a 4.9% average list price increase for U.S. domestic, U.S. export and U.S. import services effective January 6, 2020. On March 18, 2019, we updated the tables used to determine our fuel surcharges for FedEx Express U.S. domestic services. On January 7, 2019, FedEx Express implemented a 4.9% average list price increase for U.S. domestic, U.S. export and U.S. import services. On ~~January 1,~~September 10, 2018, we updated the tables used to determine our fuel surcharges at FedEx ~~Express implemented a 4.9% average list price increase for U.S. domestic, U.S. export and U.S. import services.~~Express.

FedEx Express segment operating income ~~increased 17%~~decreased 27% in the ~~third~~first quarter of ~~2019~~2020 primarily due to weakening global economic conditions and continued mix shift to lower-yielding services, including lower ~~variable incentive compensation expenses,~~weights due to growth in deferred services resulting from e-commerce. In addition, one fewer operating day, the ~~favorable net impact~~loss of ~~fuel~~business from a large customer and ~~volume growth, partially offset by lower package yields. FedEx Express segment~~decreased yields negatively impacted operating income ~~increased 10%~~and operating margin in the ~~nine months~~first quarter of 2019 due to the favorable net impact of fuel, higher revenues and lower variable incentive compensation expenses, partially offset by higher operating costs in salaries and employee benefits, purchased transportation, maintenance and repairs and depreciation and amortization.2020. Lower variable incentive compensation expenses benefited operating ~~margin and operating~~ income comparisons by approximately ~~$200~~$160 million in the ~~third~~first quarter ~~and the nine months~~ of 2019. An overall product mix shift from international package volume to international freight volume, growth in deferred services driven by e-commerce and continued softness in international volumes partially offset the operating income and operating margin increases in the third quarter and nine months of 2019. The NotPetya cyberattack discussed above drove lower results in the nine months of 2018.2020.

FedEx Express segment results included approximately ~~$56~~$57 million of TNT Express integration expenses in the ~~third~~first quarter ~~and $257 million~~ of ~~such expenses in the nine months of 2019,~~2020, a ~~$30~~$45 million decrease from the ~~third~~first quarter ~~and a $13 million decrease~~of 2019.

The lease standard reclassification discussed in the “Overview” section above is excluded from the ~~nine months of 2018.~~

following year-over-year expense change discussion. Salaries and employee benefits expense decreased 3% in the ~~third~~first quarter of ~~2019~~2020 primarily due to lower variable incentive compensation ~~expenses. Salaries and employee benefits increased 3%~~expenses, the inclusion of certain TNT Express restructuring expenses in the ~~nine months~~first quarter of 2019, ~~primarily due to merit increases~~favorable exchange rates and one fewer operating day, partially offset by higher staffing to support package volume ~~growth, partially offset by lower variable incentive compensation~~growth. Other operating expense increased 5% in the first quarter of 2020 primarily due to higher outside service contract expenses, ~~and favorable exchange rates.~~which includes costs associated with cloud computing services. Purchased transportation expense decreased 1%6% in the ~~third~~first quarter of ~~2019~~2020 primarily due to favorable exchange rates ~~partially offset by higher volume. Purchased transportation expense increased 4% in the nine months of 2019 primarily due to higher volume, partially offset by favorable exchange rates. Maintenance~~ and repairs expense increased 3% in the third quarter and 10% in the nine months of 2019 primarily due to increased aircraft engine maintenance expense. Depreciation and amortization expense increased 8% in the third quarter and 7% in the nine months of 2019 primarily due to continued investment in aircraft and related equipment. Intercompany charges expense declined 6% in the third quarter of 2019 due to lower variable incentive compensation expenses and spending controls at FedEx Services.one fewer operating day.

Fuel expense decreased 1%12% in the ~~third~~first quarter of ~~2019~~2020 due to decreased ~~fuel prices. Fuel expense increased 20% in the nine months of 2019 due to higher~~ fuel prices. The net impact of fuel had a ~~significant~~slight benefit to operating income in the ~~third~~first quarter ~~and nine months~~ of ~~2019,~~2020 as ~~higher~~decreased fuel ~~surcharges~~prices more than offset ~~increased~~lower fuel ~~prices.~~surcharges. See the “Fuel” section of this MD&A for a description and additional discussion of the net impact of fuel on our operating results.

FedEx Ground service offerings include day-certain delivery to businesses in the U.S. and Canada and to 100% of U.S. residences. The following tables compare revenues, operating expenses, operating income (dollars in millions), operating margin, selected package statistics (in thousands, except yield amounts) and operating expenses as a percent of revenue for the periods ended ~~February 28:~~August 31:

Three Months Ended

Percent

Nine Months Ended

Percent

2019

2018

Change

2019

2018

Change

Revenues

$
5,261

$
4,828

9

$
15,202

$
13,598

12

Operating expenses:

Salaries and employee benefits

874

799

9

2,570

2,246

14

Purchased transportation

2,466

2,154

14

6,870

5,944

16

Rentals

204

192

6

595

566

5

Depreciation and amortization

185

177

5

538

504

7

Fuel

4

4

—

11

10

10

Maintenance and repairs

86

75

15

247

227

9

Intercompany charges

371

374

(1
)

1,162

1,099

6

Other

494

439

13

1,379

1,286

7

Total operating expenses

4,684

4,214

11

13,372

11,882

13

Operating income

$
577

$
614

(6
)

$
1,830

$
1,716

7

Operating margin

11.0
%

12.7
%

(170
)
bp

12.0
%

12.6
%

(60
)
bp
Average daily package volume

9,550

8,993

6

8,992

8,408

7

Revenue per package (yield)

$
8.87

$
8.64

3

$
8.88

$
8.49

5

	Percent of Revenue												Three Months Ended						Percent				Percent of Revenue
	Three Months Ended						Nine Months Ended						2019			2018			Change				2019			2018
	2019			2018			2019			2018
Revenues													$	5,179		$	4,799			8				100.0	%		100.0	%
Operating expenses:
Salaries and employee benefits		16.6	%		16.5	%		16.9	%		16.5	%		871			805			8				16.8			16.8
Purchased transportation		46.9			44.6			45.2			43.7			2,303			2,062			12				44.5			43.0
Rentals		3.9			4.0			3.9			4.2			239			191			25				4.6			4.0
Depreciation and amortization		3.5			3.7			3.5			3.7			193			173			12				3.7			3.6
Fuel		0.1			0.1			0.1			0.1			3			3			—				—			—
Maintenance and repairs		1.6			1.6			1.6			1.7			87			77			13				1.7			1.6
Intercompany charges		7.0			7.7			7.7			8.1			375			388			(3	)			7.3			8.1
Other		9.4			9.1			9.1			9.4			464			424			9				9.0			8.8
Total operating expenses		89.0			87.3			88.0			87.4			4,535			4,123			10				87.6	%		85.9	%
Operating income													$	644		$	676			(5	)
Operating margin		11.0	%		12.7	%		12.0	%		12.6	%		12.4	%		14.1	%		(170	)	bp
Average daily package volume														8,834			8,221			7
Revenue per package (yield)													$	9.13		$	8.96			2

FedEx Ground segment revenues increased 9%8% in the ~~third~~first quarter ~~and 12% in the nine months~~ of ~~2019~~2020 due to volume growth and increased ~~yields.~~ yields, despite one fewer operating day and the loss of business from a large customer.

Average daily volume increased ~~6% in the third quarter and~~ 7% in the ~~nine months~~first quarter of ~~2019~~2020 primarily due to continued growth in residential services driven by e-commerce. FedEx Ground yields increased 3%2% in the ~~third~~first quarter ~~and 5% in the nine months~~ of ~~2019~~2020 primarily due to byhigher base yields, extra service charges and higher fuel ~~surcharges, product mix and base yields.~~surcharges.

The FedEx Ground fuel surcharge is based on a rounded average of the national U.S. on-highway average price for a gallon of diesel fuel, as published by the Department of Energy. The fuel surcharge ranged as follows for the periods ended ~~February 28:~~August 31:

	Three Months Ended						Nine Months Ended						Three Months Ended
	2019			2018			2019			2018			2019			2018
Low		6.50	%		5.30	%		6.25	%		4.00	%		6.75	%		6.30	%
High		7.50			5.80			7.75			5.80			7.25			6.50
Weighted-average		6.84			5.50			6.86			5.00			7.04			6.30

~~Effective January 7,~~On September 16, 2019, FedEx Ground announced a 4.9% average list price ~~increase.~~increase effective January 6, 2020. On March 18, 2019, we updated the tables used to determine our fuel surcharges at FedEx Ground. On January ~~1, 2018,~~7, 2019, FedEx Ground implemented a 4.9% average list price increase. ~~In addition, as announced on~~On September ~~18, 2017, dimensional weight pricing applies~~10, 2018, we updated the tables used to ~~the majority of~~determine our fuel surcharges at FedEx ~~SmartPost shipments effective January 22, 2018.~~Ground.

FedEx Ground segment operating income decreased 6%5% in the ~~third~~first quarter of ~~2019~~2020 due to higher ~~operating costs driven by higher~~ purchased transportation costs, resulting from increased contractor settlement rates and higher volumes, including expanding ~~the~~to six-day-per-week operations ~~of the FedEx Ground network to six days per week~~ year-round starting in January 2019, as well as increased staffing ~~and~~costs to support network ~~expansion costs. Higher revenues and~~expansion. In addition, the ~~favorable net impact~~loss of ~~fuel~~business from a large customer negatively impacted our results during the first quarter of 2020. These items were partially offset these factors. Higher operating costs also contributed to the operating margin decline in the third quarter and nine months of 2019. FedEx Ground segment operating income increased 7% in the nine months of 2019 due toby volume growth and increased ~~yields and the favorable net impact of fuel. In addition,~~yields. Additionally, lower variable incentive compensation expenses benefited operating income comparisons by approximately ~~$75~~$50 million in the ~~third~~first quarter ~~and nine months~~ of ~~2019.~~2020.

The lease standard reclassification discussed in the “Overview” section above is excluded from the following year-over-year expense change discussion. Purchased transportation expense increased ~~14%~~12% in the ~~third~~first quarter ~~and 16% in the nine months~~ of ~~2019 primarily~~2020 due to ~~higher volumes,~~ increased contractor settlement rates and higher volumes, including expanding to six-day per week operations ~~year-round. Higher~~year-round, partially offset by decreased fuel ~~costs also contributed to an increase in purchased transportation~~costs. Other operating expense increased 9% in the ~~nine months~~first quarter of ~~2019.~~2020 primarily due to higher self-insurance accruals and increased bad debt expense. Salaries and employee benefits expense increased 9%8% in the ~~third~~first quarter ~~and 14% in the nine months~~ of ~~2019~~2020 primarily due to additional staffing to support volume growth, ~~merit increases and network expansion,~~including expanding to six-day-per-week operations year-round, partially offset by lower variable incentive compensation expenses.

The net impact of fuel had a ~~moderate~~slight benefit to operating income in the ~~third~~first quarter ~~and nine months~~ of ~~2019,~~2020 as ~~higher~~decreased fuel ~~surcharges~~prices more than offset ~~increased~~lower fuel ~~prices.~~surcharges. See the “Fuel” section of this MD&A for a description and additional discussion of the net impact of fuel on our operating results.

FedEx Ground is involved in lawsuits and administrative proceedings claiming that owner-operators engaged under operating agreements no longer in place should have been treated as employees of FedEx Ground, rather than independent contractors. In addition, we are defending joint-employer cases where it is alleged that FedEx Ground should be treated as an employer of the drivers employed by owner-operators engaged by FedEx Ground. These cases are in varying stages of litigation. We will continue to vigorously defend ourselves in these proceedings and continue to believe that owner-operators engaged by FedEx Ground are properly classified as independent contractors and that FedEx Ground is not an employer or joint employer of the drivers of these independent contractors.

~~For additional information on the~~ FedEx Ground previously announced plans to implement the Independent Service Provider (“ISP”) model throughout its entire U.S. pickup-and-delivery network. The transition to the ISP model ~~see “Other Outlook Matters”~~is being accomplished on a district-by-district basis and we are now targeting the transition to be completed during the second quarter of 2020. As of August 31, 2019, approximately 80% of standard FedEx Ground volume (excluding FedEx SmartPost volume) was being delivered by small businesses operating under ~~Consolidated Results of this MD&A.~~the ISP model. The costs associated with these transitions will be recognized in the periods incurred and are not expected to be material to any future quarter.

FedEx Freight LTL service offerings include priority services when speed is critical and economy services when time can be traded for savings. The following tables compare revenues, operating expenses, operating income (dollars in millions), operating margin, selected statistics and operating expenses as a percent of revenue for the periods ended ~~February 28:~~August 31:

	Three Months Ended						Percent				Nine Months Ended						Percent				Three Months Ended						Percent				Percent of Revenue
	2019			2018			Change				2019			2018			Change				2019			2018			Change				2019			2018
Revenues	$	1,750		$	1,613			8			$	5,627		$	4,950			14			$	1,905		$	1,959			(3	)			100.0	%		100.0	%
Operating expenses:
Salaries and employee benefits		865			816			6				2,712			2,429			12				919			928			(1	)			48.3			47.4
Purchased transportation		213			204			4				722			610			18				187			259			(28	)			9.8			13.2
Rentals		45			41			10				129			114			13				52			42			24				2.7			2.1
Depreciation and amortization		88			76			16				242			216			12				94			78			21				4.9			4.0
Fuel		131			127			3				418			336			24				123			137			(10	)			6.5			7.0
Maintenance and repairs		53			52			2				178			167			7				65			62			5				3.4			3.2
Intercompany charges		128			129			(1	)			403			381			6				126			138			(9	)			6.6			7.0
Other		130			119			9				402			375			7				145			139			4				7.6			7.1
Total operating expenses		1,653			1,564			6				5,206			4,628			12				1,711			1,783			(4	)			89.8	%		91.0	%
Operating income	$	97		$	49			98			$	421		$	322			31			$	194		$	176			10
Operating margin		5.5	%		3.0	%		250		bp		7.5	%		6.5	%		100		bp		10.2	%		9.0	%		120		bp
Average daily shipments (in thousands):
Average daily shipments (in thousands)
Priority		73.2			69.7			5				78.7			73.5			7				78.5			81.2			(3	)
Economy		32.7			30.6			7				34.3			31.5			9				32.8			34.6			(5	)
Total average daily shipments		105.9			100.3			6				113.0			105.0			8				111.3			115.8			(4	)
Weight per shipment (lbs):
Weight per shipment (lbs)
Priority		1,210			1,232			(2	)			1,211			1,205			—				1,156			1,218			(5	)
Economy		1,106			1,133			(2	)			1,050			1,144			(8	)			960			1,009			(5	)
Composite weight per shipment		1,178			1,202			(2	)			1,162			1,187			(2	)			1,098			1,156			(5	)
Revenue per shipment:
Revenue per shipment
Priority	$	253.35		$	242.49			4			$	249.78		$	233.31			7			$	255.45		$	246.77			4
Economy		308.44			295.31			4				299.17			285.99			5				295.75			292.33			1
Composite revenue per shipment	$	270.82		$	259.20			4			$	264.89		$	249.32			6			$	267.34		$	260.39			3
Revenue per hundredweight:
Revenue per hundredweight
Priority	$	20.94		$	19.67			6			$	20.63		$	19.37			7			$	22.10		$	20.26			9
Economy		27.89			26.07			7				28.48			24.99			14				30.81			28.97			6
Composite revenue per hundredweight	$	22.99		$	21.56			7			$	22.79		$	21.01			8			$	24.35		$	22.53			8

FedEx Freight segment revenues ~~increased 8%~~decreased 3% in the ~~third~~first quarter ~~and 14% in the nine months~~ of ~~2019~~2020 due to decreased average daily shipments and one fewer operating day, partially offset by higher revenue per ~~shipment and average~~shipment.

Average daily ~~shipments.~~shipments decreased 4% in the first quarter of 2020 due to lower demand for our service offerings as a result of softening economic conditions. Revenue per shipment increased 4%3% in the ~~third~~first quarter ~~and 6% in the nine months~~ of ~~2019~~2020 primarily due to higher base rates ~~driven by~~reflecting our ongoing yield management initiatives, ~~and higher fuel surcharges. Average daily shipments increased 6% in the third quarter and 8% in the nine months of 2019 due to higher demand for our service offerings.~~partially offset by lower weight per shipment.

The weekly indexed fuel surcharge is based on the average of the U.S. on-highway prices for a gallon of diesel fuel, as published by the Department of Energy. The indexed FedEx Freight fuel surcharge ranged as follows for the periods ended ~~February 28:~~August 31:

	Three Months Ended						Nine Months Ended						Three Months Ended
	2019			2018			2019			2018			2019			2018
Low		23.40	%		23.10	%		23.40	%		20.90	%		23.50	%		24.60	%
High		24.60			24.00			25.60			24.00			24.40			25.00
Weighted-average		23.77			23.59			24.62			22.46			23.90			24.77

On September 16, 2019, FedEx Freight announced a 5.9% average list price increase in certain U.S. and other shipping ~~rates.~~rates effective January 6, 2020. On January ~~1, 2018,~~7, 2019, FedEx Freight implemented a ~~4.9%~~5.9% average list price increase in certain U.S. and other shipping rates.

FedEx Freight segment operating income increased ~~98% and operating margin improved 250 basis points~~10% in the ~~third~~first quarter of ~~2019. Additionally, FedEx Freight segment operating income increased 31% and operating margin improved 100 basis points in the nine months of 2019. These positive results were achieved~~2020 primarily bydue to higher revenue per ~~shipment.~~shipment, partially offset by decreased average daily shipments. In addition, lower variable incentive compensation expenses benefited operating income comparisons by approximately ~~$40~~$30 million in the ~~third~~first quarter ~~and nine months~~ of ~~2019.~~2020.

~~Salaries and employee benefits expense increased 6%~~The lease standard reclassification discussed in the ~~third quarter and 12% in~~“Overview” section above is excluded from the ~~nine months of 2019 reflecting higher staffing levels to support volume growth and merit increases, partially offset by lower variable incentive compensation expenses.~~following year-over-year expense change discussion. Purchased transportation expense decreased 28% in first quarter of 2020 primarily due to lower utilization of third-party transportation providers. Depreciation and amortization expense increased 4%21% in the ~~third~~first quarter ~~and 18% in the nine months~~ of ~~2019~~2020 due to ~~increased rates~~investments in vehicles and ~~higher volumes. Higher fuel costs also contributed to an increase in purchased transportation expense in the nine months of 2019.~~trailers.

Fuel expense ~~increased 3%~~decreased 10% in the ~~third~~first quarter of ~~2019~~2020 primarily due to ~~higher mileage. Fuel expense increased 24% in the nine months of 2019 primarily due to higher~~decreased fuel prices. The net impact of fuel had a ~~moderate benefit~~slightly negative impact to operating income in the ~~third~~first quarter of ~~2019 and a significant benefit to operating income in the nine months of 2019~~2020 as ~~higher~~lower fuel surcharges more than offset ~~increased~~decreased fuel prices. See the “Fuel” section of this MD&A for a description and additional discussion of the net impact of fuel on our operating results.

Cash and cash equivalents totaled ~~$2.9~~$2.4 billion at ~~February 28,~~August 31, 2019, compared to ~~$3.3~~$2.3 billion at May 31, ~~2018.~~2019. The following table provides a summary of our cash flows for the ~~nine-month~~three-month periods ended ~~February 28~~August 31 (in millions):

	2019			2018			2019			2018
Operating activities:
Net income	$	2,509		$	3,445		$	745		$	835
Noncash charges and credits		3,099			1,691			1,745			981
Changes in assets and liabilities		(2,285	)		(3,974	)		(1,925	)		(1,115	)
Cash provided by operating activities		3,323			1,162			565			701
Investing activities:
Capital expenditures		(3,757	)		(3,994	)		(1,418	)		(1,179	)
Business acquisitions, net of cash acquired		—			(44	)
Proceeds from asset dispositions and other		62			21			(1	)		78
Cash used in investing activities		(3,695	)		(4,017	)		(1,419	)		(1,101	)
Financing activities:
Proceeds from short-term borrowings, net		220			797			—			299
Proceeds from debt issuances		2,463			1,481			2,093			—
Principal payments on debt		(874	)		(31	)		(985	)		(2	)
Proceeds from stock issuances		58			284			12			25
Dividends paid		(514	)		(402	)		(170	)		(173	)
Purchase of treasury stock		(1,365	)		(558	)		(3	)		(625	)
Other		5			6			(5	)		4
Cash (used in) provided by financing activities		(7	)		1,577
Cash provided by (used in) financing activities								942			(472	)
Effect of exchange rate changes on cash		(14	)		98			(18	)		(24	)
Net decrease in cash and cash equivalents	$	(393	)	$	(1,180	)
Net increase (decrease) in cash and cash equivalents							$	70		$	(896	)
Cash and cash equivalents at the end of period	$	2,872		$	2,789		$	2,389		$	2,369

Cash flows from operating activities ~~increased $2.2 billion~~decreased $136 million in the ~~nine months~~first quarter of ~~2019~~2020 primarily due to ~~lower~~higher pension contributions ~~higher~~and lower net income, ~~and decreased tax payments,~~ partially offset by ~~higher variable incentive compensation payments.~~noncash credits resulting from the adoption of the new lease accounting standard. See Note 1 of the accompanying unaudited condensed consolidated financial statements for a discussion of our adoption of the new lease accounting standard. Capital expenditures ~~decreased slightly~~increased during the ~~nine months~~first quarter of ~~2019~~2020 primarily due to ~~lower~~increased spending ~~related to facilities, equipment~~on vehicles and ~~vehicles~~trailers at FedEx ~~Ground, as well as lower spending on aircraft and related equipment at FedEx Express, partially offset by increased~~Freight, higher spending related to facilities and ~~equipment~~aircraft at FedEx ~~Express.~~Express and increased spending on information technology at FedEx Services, FedEx Express and FedEx Freight. These items were partially offset by lower spending across all asset categories at FedEx Ground. See “Capital Resources” for a discussion of capital expenditures during ~~2019~~2020 and ~~2018.~~2019.

During the third quarter of 2019, we issued commercial paper to provide us with additional short-term liquidity. As of February 28, 2019, we had $225 million of commercial paper outstanding. See Note 3 of the accompanying unaudited condensed consolidated financial statements for further discussion.

In January 2016, our Board of Directors approved a ~~share~~stock repurchase program of up to 25 million shares. During the ~~third~~first quarter of ~~2019,~~2020, we repurchased ~~0.6~~0.02 million shares of FedEx common stock at an average price of ~~$168.43~~$156.90 per share for a total of ~~$93~~$3 million. ~~During the nine months of 2019, we repurchased 6.0 million shares of FedEx common stock at an average price of $227.42 per share for a total of $1.4 billion.~~ As of ~~February 28,~~August 31, 2019, ~~5.7~~5.1 million shares remained under the ~~current share~~stock repurchase authorization. Shares under this repurchase program may be repurchased from time to time in the open market or in privately negotiated transactions. The timing and volume of repurchases are at the discretion of management, based on the capital needs of the business, the market price of FedEx common stock and general market conditions. No time limit was set for the completion of the program, and the program may be suspended or discontinued at any time.

Our operations are capital intensive, characterized by significant investments in aircraft, vehicles and trailers, technology, facilities, and ~~package-~~package handling and sort equipment. The amount and timing of capital additions depend on various factors, including pre-existing contractual commitments, anticipated volume growth, domestic and international economic conditions, new or enhanced services, geographical expansion of services, availability of satisfactory financing and actions of regulatory authorities.

The following table compares capital expenditures by asset category and reportable segment for the periods ended ~~February 28~~August 31 (in millions):

									Percent Change
									2019/2018
	Three Months Ended				Nine Months Ended				Three Months			Nine Months			Three Months Ended				Percent
	2019		2018		2019		2018		Ended			Ended			2019		2018		Change
Aircraft and related equipment	$	397	$	591	$	1,472	$	1,631		(33	)		(10	)	$	541	$	472		15
Package handling and ground support equipment		167		207		584		621		(19	)		(6	)		141		193		(27	)
Vehicles		206		237		640		748		(13	)		(14	)
Vehicles and trailers																261		160		63
Information technology		182		116		515		378		57			36			222		175		27
Facilities and other		171		221		546		616		(23	)		(11	)		253		179		41
Total capital expenditures	$	1,123	$	1,372	$	3,757	$	3,994		(18	)		(6	)	$	1,418	$	1,179		20

FedEx Express segment	$	673	$	858	$	2,364	$	2,312		(22	)		2		$	951	$	760		25
FedEx Ground segment		137		221		566		936		(38	)		(40	)		96		176		(45	)
FedEx Freight segment		177		198		403		397		(11	)		2			186		90		107
FedEx Services segment		127		87		387		306		46			26			151		125		21
Other		9		8		37		43		13			(14	)		34		28		21
Total capital expenditures	$	1,123	$	1,372	$	3,757	$	3,994		(18	)		(6	)	$	1,418	$	1,179		20

Capital expenditures ~~decreased slightly~~increased during the ~~nine months~~first quarter of ~~2019~~2020 primarily due to ~~lower~~increased spending ~~related to facilities, equipment~~on vehicles and ~~vehicles~~trailers at FedEx ~~Ground, as well as lower spending on aircraft and related equipment at FedEx Express, partially offset by increased~~Freight, higher spending related to facilities and ~~equipment~~aircraft at FedEx ~~Express.~~Express, which included the delivery of four Boeing 767-300 Freighter (“B767F”) aircraft and four Boeing 777 Freighter aircraft and increased spending on information technology at FedEx Services, FedEx Express and FedEx Freight. These items were partially offset by lower spending across all asset categories at FedEx Ground.

We believe that our cash and cash equivalents, cash flow from operations and available financing sources will be adequate to meet our liquidity needs, including working capital, capital expenditure requirements, debt payment obligations, pension contributions and TNT Express integration ~~expenses and business realignment activities (including the U.S.-based voluntary employee buyout program).~~expenses. Our cash and cash equivalents balance at ~~February 28,~~August 31, 2019 includes ~~$1.0~~$1.3 billion of cash in foreign jurisdictions associated with our permanent reinvestment strategy. We are able to access the majority of this cash without a material tax cost, as the enactment of the ~~TCJA~~Tax Cuts and Jobs Act (“TCJA”) significantly reduced the cost of repatriating foreign earnings from a U.S. tax perspective. We do not believe that the indefinite reinvestment of these funds impairs our ability to meet our U.S. domestic debt or working capital obligations.

Our capital expenditures are expected to be approximately ~~$5.6~~$5.9 billion in ~~2019,~~2020, and include spending for aircraft and hub modernization at FedEx Express, ~~and spending on facilities and sort equipment, primarily~~investments that increase our efficiency in handling large packages at FedEx ~~Express~~Ground and ~~FedEx Ground.~~investments in technology across all transportation segments that will further optimize our networks and enhance our capabilities. We invested ~~$1.5~~$0.5 billion in aircraft and related equipment in the ~~nine months~~first quarter of ~~2019~~2020 and expect to invest an additional ~~$0.6~~$1.0 billion for aircraft and related equipment during the remainder of ~~2019.~~2020. In addition, we are making investments over ~~the next several~~multiple years ~~we will be investing a total~~in our facilities of approximately $1.5 billion to significantly expand the FedEx Express Indianapolis hub and ~~a total of~~ approximately ~~$1.0~~$1.5 billion to modernize the FedEx Express Memphis World Hub. We anticipate that our cash flow from operations will be sufficient to fund our capital expenditures in ~~2019.~~2020. Historically, we have been successful in obtaining unsecured financing, from both domestic and international sources, although the marketplace for such investment capital can become restricted depending on a variety of economic factors.

During the first quarter of 2020, FedEx Express exercised options to purchase an additional six B767F aircraft for delivery in 2022.

We have a shelf registration statement filed with the Securities and Exchange Commission (“SEC”) that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.

During the ~~nine months~~first quarter of ~~2019,~~2020, we made voluntary contributions totaling $1.0 billion to our U.S. Pension Plans. We do not expect to make any additional contributions to our U.S. Pension Plans ~~during~~for the ~~fourth quarter~~remainder of ~~2019.~~2020. Our U.S. Pension Plans have ample funds to meet expected benefit payments.

Standard & Poor’s has assigned us a senior unsecured debt credit rating of BBB, a commercial paper rating of A-2 and a ratings outlook of “stable.” Moody’s Investors Service has assigned us an unsecured debt credit rating of Baa2, a commercial paper rating of P-2 and a ratings outlook of “stable.” If our credit ratings drop, our interest expense may increase. If our commercial paper ratings drop below current levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debt credit ratings drop below investment grade, our access to financing may become limited.

The following table sets forth a summary of our contractual cash obligations as of ~~February 28,~~August 31, 2019. Certain of these contractual obligations are reflected in our balance sheet, while others are disclosed as future obligations under accounting principles generally accepted in the United States. ~~Except for the current portion of interest on long-term debt, this table does not include amounts already recorded in our balance sheet as current liabilities at February 28, 2019.~~ We have certain contingent liabilities that are not accrued in our balance sheet in accordance with accounting principles generally accepted in the United States. These contingent liabilities are not included in the table below. We have other long-term liabilities reflected in our balance sheet, including deferred income taxes, qualified and nonqualified pension and postretirement healthcare plan liabilities and other self-insurance accruals. Unless statutorily required, the payment obligations associated with these liabilities are not reflected in the table below due to the absence of scheduled maturities. Accordingly, this table is not meant to represent a forecast of our total cash expenditures for any of the periods presented.

	Payments Due by Fiscal Year (Undiscounted) (in millions)														Payments Due by Fiscal Year (Undiscounted) (in millions)
	2019 ⁽¹⁾		2020		2021		2022		2023		Thereafter		Total		2020 ⁽¹⁾		2021		2022		2023		2024		Thereafter		Total
Operating activities:
Operating leases	$	597	$	2,344	$	2,126	$	1,913	$	1,682	$	8,974	$	17,636	$	1,757	$	2,246	$	2,014	$	1,787	$	1,490	$	7,538	$	16,832
Non-capital purchase obligations and other		397		873		662		476		309		2,952		5,669		909		765		518		362		226		2,757		5,537
Interest on long-term debt		126		621		609		609		580		10,510		13,055		459		649		649		621		599		10,184		13,161
Investing activities:
Aircraft and related capital commitments		396		1,930		2,186		1,808		1,529		656		8,505		989		2,337		2,321		1,542		468		228		7,885
Other capital purchase obligations		48		28		25		23		23		6		153		59		25		23		23		1		5		136
Financing activities:
Debt		569		967		—		1,226		1,600		13,957		18,319		—		—		1,212		1,584		750		15,292		18,838
Finance leases																37		14		14		12		11		78		166
Total	$	2,133	$	6,763	$	5,608	$	6,055	$	5,723	$	37,055	$	63,337	$	4,210	$	6,036	$	6,751	$	5,931	$	3,545	$	36,082	$	62,555

Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Such purchase orders often represent authorizations to purchase rather than binding agreements. See Note 8 of the accompanying unaudited condensed consolidated financial statements for more information on such purchase orders.

The amounts reflected in the table above for operating leases represent undiscounted future minimum lease payments under noncancelable operating leases (principally facilities and aircraft) with an initial or remaining term in excess of one year at ~~February 28,~~August 31, 2019. Under the new lease accounting rules, the majority of these leases are required to be recognized at the net present value on the balance sheet as a liability with an offsetting right-to-use asset.

Included in the table above within the caption entitled “Non-capital purchase obligations and other” is our estimate of the current portion of the liability ($~~124~~125 million) for uncertain tax positions. We cannot reasonably estimate the timing of the long-term payments or the amount by which the liability will increase or decrease over time; therefore, the long-term portion of the liability ($3836 million) is excluded from the table.

The amounts reflected in the table above for interest on long-term debt represent future interest payments due on our long-term debt.

The amounts reflected in the table above for capital purchase obligations represent noncancelable agreements to purchase capital-related equipment. Such contracts include those for certain purchases of aircraft, ~~spare engines,~~aircraft modifications, vehicles and trailers, facilities, computers and other equipment.

We had ~~$965~~$611 million in deposits and progress payments as of ~~February 28,~~August 31, 2019 on aircraft purchases and other planned aircraft-related transactions.

The amounts reflected in the table above for long-term debt represent future scheduled principal payments on our long-term debt.

The amounts reflected in the table above for finance leases represent undiscounted future minimum lease payments under noncancelable finance leases with an initial or remaining term in excess of one year at August 31, 2019.

Additional information on amounts included within the operating, investing and financing activities captions in the table above can be found in our Annual Report.

During the first quarter of 2020, FedEx filed suit in U.S. District Court in the District of Columbia seeking to enjoin the U.S. Department of Commerce from enforcing prohibitions contained in the Export Administration Regulations (the “EARs”) against FedEx. FedEx believes that the EARs violate common carriers’ rights to due process under the Fifth Amendment of the U.S. Constitution as they unreasonably hold common carriers strictly liable for shipments that may violate the EARs without requiring evidence that the carriers had knowledge of any violations.

The China State Post Bureau is currently conducting an investigation into the operations of FedEx Express regarding its handling of certain packages while attempting to comply with the EARs. FedEx Express has and will continue to fully cooperate with the Chinese authorities on the investigation.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a complex, global corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and new or better information.

GOODWILL. Goodwill is tested for impairment between annual tests whenever events or circumstances make it more likely than not that the fair value of a reporting unit has fallen below its carrying value. We do not believe there has been any other change of events or circumstances that would indicate that a reevaluation of the goodwill of our reporting units is required as of ~~February 28,~~August 31, 2019, nor do we believe the goodwill of our reporting units is at risk of failing impairment testing. For additional details on goodwill impairment testing, refer to Note 1 to the financial statements included in our Annual Report.

Information regarding our critical accounting estimates can be found in our Annual Report, including Note 1 to the financial statements therein. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm.

Certain statements in this report, including (but not limited to) those contained in ~~“General,”~~ “Fuel,” “Income Taxes,” “Outlook,” “Independent Contractor ~~Model,” “Liquidity,~~and Independent Service Provider Models,” “Liquidity Outlook,” “Contractual Cash Obligations and Off-Balance Sheet Arrangements” and “Critical Accounting Estimates,” and the ~~“General,”~~ “Financing Arrangements,” ~~“Income Taxes,~~“Leases,” “Commitments” and “Contingencies” notes to the consolidated financial statements, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements because of, among other things, potential risks and uncertainties, such as:

As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and ~~Qualitative~~Qualitative Disclosures About Market Risk

As of ~~February 28,~~August 31, 2019, there were no material changes in our market risk sensitive instruments and positions since our disclosures in our Annual Report.

The principal foreign currency exchange rate risks to which we are exposed relate to the euro, Chinese yuan, British pound, Canadian dollar, ~~Brazilian real~~Australian dollar and Mexican peso. Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenues than our expenses, as a significant portion of our expenses are denominated in U.S. dollars, such as aircraft and fuel expenses. During the ~~nine~~first three months of ~~2019,~~2020, the U.S. dollar strengthened relative to the currencies of the foreign countries in which we operate, as compared to May 31, ~~2018,~~2019, and this strengthening had a slightly positive impact on our results.

While we have market risk for changes in the price of jet and vehicle fuel, this risk is largely mitigated by our indexed fuel surcharges. For additional discussion of our indexed fuel surcharges, see the “Fuel” section of “Management’s Discussion and Analysis of Results of Operations and Financial Condition.”

The management of FedEx, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to FedEx management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of ~~February 28,~~August 31, 2019 (the end of the period covered by this Quarterly Report on Form 10-Q).

In the first quarter of 2020, we adopted Accounting Standards Update 2016-02, Leases (Topic 842), and implemented new systems and internal controls in conjunction with the new lease standard. These changes have not materially affected, and are not reasonably likely to materially affect, our internal controls over financial reporting. During our fiscal quarter ended ~~February 28,~~August 31, 2019, no change occurred in our internal control over financial reporting, including the new controls described above, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

For a description of all material pending legal proceedings, see Note 9 of the accompanying unaudited condensed consolidated financial statements.

Other than the risk factors set forth below, there have been no material changes from the risk factors disclosed in our Annual Report (under the heading “Risk Factors” in “Management’s Discussion and Analysis of Results of Operations and Financial Condition”) in response to Part I, Item 1A of Form ~~10-K,~~10-K.

Additional changes in international trade policies and relations could significantly reduce the volume of goods transported globally and adversely affect our business and results of operations. The U.S. government has made significant changes in U.S. trade policy and has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States. To date, several governments, including the European Union (“EU”), China and India, have imposed tariffs on certain goods imported from the United States. These actions contributed to weakness in the global economy that adversely affected our results of operations during fiscal 2019 and the first quarter of fiscal 2020, and we expect such weakness to continue to be present during the remainder of fiscal 2020. Any further changes in U.S. or international trade policy could trigger additional retaliatory actions by affected countries, resulting in “trade wars” and further increased costs for goods transported globally, which may reduce customer demand for these products if the parties having to pay those tariffs increase their prices, or in trading partners limiting their trade with countries that impose anti-trade measures. Political uncertainty surrounding international trade and other disputes could also have a negative effect on consumer confidence and spending. Such conditions could have an adverse effect on our business, results of operations and financial condition, as ~~updated~~well as on the price of our common stock.

Additionally, the U.S. government has recently taken action to limit the ability of domestic companies to engage in commerce with certain foreign entities under certain circumstances. Given the nature of our business and our global recognizability, foreign governments may target FedEx by limiting the ability of foreign entities to do business with us in certain instances, imposing monetary or other penalties or taking other retaliatory action, which could have an adverse effect on our ~~quarterly reports~~business, results of operations and financial condition, as well as on ~~Form 10-Q.~~the price of our common stock. For example, the China State Post Bureau is currently conducting an investigation into the operations of FedEx Express regarding its handling of certain packages while attempting to comply with the Export Administration Regulations.

The United Kingdom’s vote to leave the ~~European Union~~EU could adversely impact our business, results of operations and financial condition.There is substantial uncertainty surrounding the United Kingdom’s 2016 vote to leave the ~~European Union~~EU (“Brexit”), which is scheduled for ~~March 29,~~October 31, 2019. The suspension or further delay of Brexit beyond October 31, 2019 requires the unanimous agreement of all remaining EU member states. Any impact of Brexit depends on the terms of the United Kingdom’s withdrawal from the ~~European Union.~~EU, if it ultimately occurs. The ongoing uncertainty within the United Kingdom’s government and Parliament on the status of a withdrawal agreement could lead to economic stagnation until an ultimate resolution with ~~the European Union~~respect to Brexit occurs. Such uncertainty also sustains the possibility of a “hard Brexit,” in which the United Kingdom ~~leaving~~leaves the ~~European Union~~EU without a withdrawal agreement and associated transition period in ~~place, which~~place. A hard Brexit would likely cause significant market and economic disruption and negatively impact customer experience and service quality, and could depress the demand for our services.

Even if an agreement setting forth the terms of the United Kingdom’s withdrawal from the ~~European Union~~EU is approved, the withdrawal could result in a global economic downturn. The United Kingdom also could lose access to the single ~~European Union~~EU market and to the global trade deals negotiated by the ~~European Union~~EU on behalf of its members, depressing trade between the United Kingdom and other countries, which would negatively impact our international operations. Additionally, we may face new regulations regarding trade, aviation, tax, security and employees, among others, in the United Kingdom. Compliance with such regulations could be costly, negatively impacting our business, results of operations and financial condition. Brexit could also adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets, including volatility in the value of the euro and the British pound.

~~Our autonomous delivery strategy is dependent upon our ability to successfully mitigate unique technological, operational and regulatory risks.~~ We recently announced the development through a partnership of an autonomous delivery device designed to help retailers make same-day and last-mile deliveries to their customers. Autonomous delivery is a new and evolving market, which makes it difficult to predict its acceptance, growth, the magnitude and timing of necessary investments and other trends. This aspect of our business strategy is subject to a variety of risks inherent with the development of new technologies, including: the ability to continue to develop autonomous delivery software and hardware; access to sufficient capital; our ability to develop and maintain necessary partnerships; risks related to the manufacture of autonomous devices; and significant competition from other companies, some of which may have more resources and capital to devote to autonomous technologies than we do.

In addition, we face risks related to the commercial deployment of autonomous delivery devices on our targeted timeline or at all, including consumer acceptance, achievement of adequate safety and other performance standards and compliance with uncertain, evolving and potentially conflicting federal and state regulations. To the extent accidents, cybersecurity breaches or other adverse events associated with our autonomous delivery devices occur, we could be subject to liability, government scrutiny, further regulation and reputational damage. Any of the foregoing could adversely impact our results of operations, financial condition and growth prospects.

The following table provides information on FedEx’s repurchases of our common stock during the ~~third~~first quarter of ~~2019:~~2020:

The repurchases were made under the stock repurchase program approved by our Board of Directors and announced on January 26, 2016 and through which we are authorized to purchase, in the open market or in privately negotiated transactions, up to an aggregate of 25 million shares of our common stock. As of ~~March 18,~~September 13, 2019, ~~5.6~~5.1 million shares remained authorized for purchase under the January 2016 stock repurchase program, which is the only such program that currently exists. The program does not have an expiration date.

~~Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act.~~ We have comprehensive export controls and economic sanctions programs designed to ensure compliance with United States and other applicable export controls and sanctions laws, rules and regulations. We recently identified the shipments described below involving P2P Mailing Limited (“P2P”), an e-commerce transportation solutions company that FedEx acquired in March 2018. P2P is based in the United Kingdom and organized under the laws of England and Wales. These shipments were not made in accordance with our internal policies and procedures and require disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act.

P2P provides customers with unique low-cost international transportation solutions, leveraging its relationships with private, postal, retail and clearance providers in over 200 countries and territories. Its technology and processes provide plug-and-play options with carrier networks and customer systems. It recently came to our attention that from the date FedEx acquired P2P in March 2018 through early February 2019, P2P facilitated the shipment into Iran of approximately 120 packages through its TrakPak service offering and approximately 960 packages through its Untrak service offering. All of P2P’s customers that shipped packages to Iran sell consumer goods. The aggregate gross revenue for these shipments was £16,067 (approximately $21,300) and the aggregate profit was £5,083 (approximately $6,700). In the case of the TrakPak shipments, one of P2P’s vendors used Iran Air, an entity identified by ~~the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”)~~ as owned or controlled by the Government of Iran (“GoI”), to move the shipments from the United Kingdom into Iran. Because all of the shipments in question were postal shipments, Iran Post, an entity FedEx understands to be owned or controlled by the GoI, provided the last-mile delivery for both the TrakPak and Untrak shipments after they arrived in Iran. P2P did not directly contract with, provide payment to or otherwise transact with Iran Air or Iran Post.

P2P does not intend to continue this activity. Promptly upon learning of these shipments, we put in place a mechanism designed to prevent shipments into Iran through P2P’s service offerings, and P2P has not facilitated any such shipments since that time. Additionally, we have implemented enhanced controls, procedures and other measures to ensure P2P’s compliance with our export controls and economic sanctions programs.

~~We have made an initial notification of voluntary self-disclosure to OFAC and will perfect the disclosure at the appropriate time. We intend to fully cooperate with OFAC regarding these matters.~~

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware	62-1721435
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

942 South Shady Grove Road, Memphis, Tennessee	38120
(Address of principal executive offices)	(ZIP Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	FDX	New York Stock Exchange
0.700% Notes due 2022	FDX 22B	New York Stock Exchange
1.000% Notes due 2023	FDX 23A	New York Stock Exchange
0.450% Notes due 2025	FDX 25A	New York Stock Exchange
1.625% Notes due 2027	FDX 27	New York Stock Exchange
1.300% Notes due 2031	FDX 31	New York Stock Exchange

Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

Common Stock		Outstanding Shares at ~~March 15,~~September 13, 2019
Common Stock, par value $0.10 per share		~~260,574,612~~260,910,309

		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets ~~February 28,~~ August 31, 2019 and May 31, ~~2018~~2019		3
Condensed Consolidated Statements of Income Three ~~and Nine~~ Months Ended ~~February 28,~~August 31, 2019 and 2018		5
Condensed Consolidated Statements of Comprehensive Income Three ~~and Nine~~ Months Ended ~~February 28,~~August 31, 2019 and 2018		6
Condensed Consolidated Statements of Cash Flows ~~Nine~~Three Months Ended ~~February 28,~~August 31, 2019 and 2018		7
Condensed Consolidated Statements of Changes In Common ~~Stockholders'~~Stockholders’ Investment Three ~~and Nine~~ Months Ended ~~February 28,~~August 31, 2019 and 2018		8
Notes to Condensed Consolidated Financial Statements		9
Report of Independent Registered Public Accounting Firm		3028
ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition		3129
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		5651
ITEM 4. Controls and Procedures		5651

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings		5752
ITEM 1A. Risk Factors		5752
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		58
~~ITEM 5. Other Information~~		5853
ITEM 6. Exhibits		5954
Signature		6156

Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.5
Exhibit 10.6
Exhibit 10.7
Exhibit ~~10.8~~
~~Exhibit 10.9~~
~~Exhibit~~ 15.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101.1 Interactive Data Files Exhibit 104.1 Cover Page Interactive Data File

	Three Months Ended February 28, 2018								Nine Months Ended February 28, 2018
	Reported			Effect of Adoption of ASU 2017-07			As Adjusted		Reported			Effect of Adoption of ASU 2017-07			As Adjusted
Revenue	$	16,526		$	—		$	16,526	$	48,136		$	—		$	48,136
Operating Income		1,001			(143	)		858		3,380			(436	)		2,944
Other Income (Expense), net		(127	)		143			16		(385	)		436			51
Net Income		2,074			—			2,074		3,445			—			3,445

	Three Months Ended			Nine Months Ended
2018 Effective Tax Rate^(a)		(137.3	)%		(15.0	)%
Remeasurement of net U.S. deferred tax liability in 2018		131.5			38.5
Effect of February 2018 pension contribution^(b)		23.3			6.8
Lower statutory tax rate on first-half 2018 earnings (35% to 29.2%)^(c)		12.5			—
Reduction of valuation allowance on tax loss carryforwards in 2019		(10.3	)		(3.0	)
Lower statutory tax rate on 2019 earnings (29.2% to 21%)^(c)		(7.6	)		(7.6	)
Remeasurement of net Dutch deferred tax asset in 2019		5.3			1.5
Transition tax provisional benefit in 2018		4.1			1.2
Foreign tax credits on foreign dividends in 2018		1.2			2.9
Accelerated deductions claimed in 2019 on the 2018 U.S. income tax return		—			(1.8	)
Other, net^(d)		(2.1	)		(1.7	)
2019 Effective Tax Rate^(a)		20.6	%		21.8	%

	2019		2018
Basic earnings per common share:
Net earnings allocable to common shares⁽¹⁾	$	744	$	834
Weighted-average common shares		260		265
Basic earnings per common share	$	2.86	$	3.15
Diluted earnings per common share:
Net earnings allocable to common shares⁽¹⁾	$	744	$	834
Weighted-average common shares		260		265
Dilutive effect of share-based awards		2		4
Weighted-average diluted shares		262		269
Diluted earnings per common share	$	2.84	$	3.10
Anti-dilutive options excluded from diluted earnings per common share		10.9		3.7


FedEx Express Segment	FedEx Express (express transportation)
	TNT Express (international express transportation, small-package ground delivery and freight transportation)

FedEx Ground Segment	FedEx Ground (small-package ground delivery)

FedEx Freight Segment	FedEx Freight (LTL freight transportation)

FedEx Services Segment	FedEx Services (sales, marketing, information technology, communications, customer service, technical support, billing and collection services and back-office functions)
	~~FedEx Office (document and business services and package acceptance)~~

	2019
Operating lease cost⁽¹⁾	$	674
Finance lease cost:
Amortization of right-of-use assets		3
Interest on lease liabilities		1
Total finance lease cost		4
Short-term lease cost		35
Variable lease cost⁽¹⁾		267
Net lease cost	$	980

	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases	$	635
Operating cash flows paid for interest portion of finance leases		1
Financing cash flows paid for principal portion of finance leases		27
Right-of-use assets obtained in exchange for new operating lease liabilities	$	235
Right-of-use assets obtained in exchange for new finance lease liabilities	$	76

	2019
Operating leases:
Operating lease right-of-use assets	$	13,819

Current portion of operating lease liabilities		1,896
Operating lease liabilities		12,137
Total operating lease liabilities	$	14,033

Finance leases:
Net property and equipment	$	124

Current portion of long-term debt		35
Long-term debt, less current portion		94
Total finance lease liabilities	$	129

Weighted-average remaining lease term
Operating leases		10.2
Finance leases		10.3

Weighted-average discount rate
Operating leases		3.28	%
Finance leases		4.10	%

	Aircraft and Related Equipment			Facilities and Other			Total Operating Leases			Finance Leases			Total Leases
2020 (remainder)	$	234		$	1,523		$	1,757		$	37		$	1,794
2021		207			2,039			2,246			14			2,260
2022		190			1,824			2,014			14			2,028
2023		154			1,633			1,787			12			1,799
2024		58			1,432		��	1,490			11			1,501
Thereafter		85			7,453			7,538			78			7,616
Total lease payments		928			15,904			16,832			166			16,998
Less imputed interest		(61	)		(2,738	)		(2,799	)		(37	)		(2,836	)
Present value of lease liability	$	867		$	13,166		$	14,033		$	129		$	14,162

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Number of Shares That May Yet Be Purchased Under the Program
Dec. 1-31, 2018		100,000	$	156.50		100,000		6,192,200
Jan. 1-31, 2019		305,000		166.48		305,000		5,887,200
Feb. 1-28, 2019		150,000		180.37		150,000		5,737,200
Total		555,000	$	168.43		555,000

Exhibit Number		Description of Exhibit

4.1		Indenture, dated as of October 23, 2015, between FedEx, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed October 23, 2015, and incorporated herein by reference.)

4.2		Supplemental Indenture No. 7,9, dated as of ~~January 16,~~July 24, 2019, between FedEx, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed ~~January 16,~~July 24, 2019, and incorporated herein by reference.)

4.3		Form of ~~3.400%~~3.100% Note due ~~2022.~~2029. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed ~~January 16,~~July 24, 2019, and incorporated herein by reference.)

4.4		Supplemental Indenture No. 8,10, dated as of ~~January 18,~~August 5, 2019, between FedEx, the Guarantors named therein, Wells Fargo Bank, National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed ~~January 18,~~August 5, 2019, and incorporated herein by reference.)

4.5		Form of ~~0.700%~~0.450% Note due ~~2022.~~2025. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed ~~January 18,~~August 5, 2019, and incorporated herein by reference.)

4.6		Form of 1.300% Note due 2031. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed August 5, 2019, and incorporated herein by reference.)

*10.1		Amendment dated ~~December 11, 2018~~June 7, 2019 (but effective as of ~~October 29, 2018)~~May 24, 2019), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and FedEx Express (the “USPS Transportation Agreement”). ~~Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.~~

*10.2		Amendment dated ~~December 20, 2018~~June 11, 2019 (but effective as of ~~September 3, 2018)~~April 1, 2019), amending the USPS Transportation Agreement. ~~Confidential treatment~~An attachment to this exhibit has been ~~requested for confidential commercial and financial information,~~omitted pursuant to ~~Rule 24b-2 under~~Item 601(a)(5) of Regulation S-K because the ~~Exchange Act.~~information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the SEC or its staff upon request.

*10.3		Amendment dated ~~December 20, 2018~~July 16, 2019 (but effective as of ~~November 26, 2018)~~March 4, 2019), amending the USPS Transportation Agreement. ~~Confidential treatment~~An attachment to this exhibit has been ~~requested for confidential commercial and financial information,~~omitted pursuant to ~~Rule 24b-2 under~~Item 601(a)(5) of Regulation S-K because the ~~Exchange Act.~~information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the SEC or its staff upon request.

*10.4		Amendment dated ~~January 3,~~July 16, 2019 (but effective as of ~~October 1, 2018)~~April 29, 2019), amending the USPS Transportation Agreement. ~~Confidential treatment~~An attachment to this exhibit has been ~~requested for confidential commercial and financial information,~~omitted pursuant to ~~Rule 24b-2 under~~Item 601(a)(5) of Regulation S-K because the ~~Exchange Act.~~information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the SEC or its staff upon request.

*10.5		~~Amendment~~Letter Agreement dated ~~January 15, 2019 (but effective~~ as of ~~October 29, 2018),~~July 9, 2019, amending the ~~USPS Transportation Agreement. Confidential treatment~~Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express. An attachment to this exhibit has been ~~requested for confidential commercial and financial information,~~omitted pursuant to ~~Rule 24b-2 under~~Item 601(a)(5) of Regulation S-K because the ~~Exchange Act.~~information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the SEC or its staff upon request.

*10.6		~~Amendment~~Supplemental Agreement No. 12 (and related side letters) dated ~~January 15, 2019 (but effective~~ as of ~~October 29, 2018),~~June 24, 2019, amending the ~~USPS Transportation Agreement. Confidential treatment has~~Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and FedEx Express (the “Boeing 767-3S2 Freighter Purchase Agreement”). Certain attachments to this exhibit have been ~~requested for confidential commercial and financial information,~~omitted pursuant to ~~Rule 24b-2 under~~Item 601(a)(5) of Regulation S-K because the ~~Exchange Act.~~information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of such attachments to the SEC or its staff upon request.

*10.7		~~Amendment~~Letter Agreement dated ~~January 29, 2019 (but effective~~ as of ~~December 31, 2018),~~July 9, 2019, amending the ~~USPS Transportation~~Boeing 767-3S2 Freighter Purchase Agreement. ~~Confidential treatment~~An attachment to this exhibit has been ~~requested for confidential commercial and financial information,~~omitted pursuant to ~~Rule 24b-2 under~~Item 601(a)(5) of Regulation S-K because the ~~Exchange Act.~~

~~10.8~~		~~Amendment dated February 7, 2019 (but effective as~~information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of ~~November 26, 2018), amending~~ the ~~USPS Transportation Agreement. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.~~

~~10.9~~		~~Eleventh Amendment dated January 22, 2019 (but effective as of January 1, 2019)~~attachment to the ~~Composite Lease Agreement dated May 21, 2007 (but effective as of January 1, 2007) between the Memphis-Shelby County Airport Authority and FedEx Express.~~

~~10.10~~		Separation and Release Agreement, dated December 3, 2018, between FedEx Express and David L. Cunningham, Jr. (Filed as Exhibit 99.1 to FedEx’s Current Report on Form 8-K dated December 3, 2018 and filed December 7, 2018, and incorporated herein by reference.)

	2019		2018
Required	$	—	$	22
Voluntary		1,000		2,478
	$	1,000	$	2,500

~~Exhibit~~ ~~Number~~		~~Description of Exhibit~~
~~10.11~~		Separation and Release Agreement, dated February 13, 2019, between FedEx and David J. Bronczek. (Filed as Exhibit 99.1 to FedEx’s Current Report on Form 8-K dated February 13, 2019 and filed February 14, 2019, and incorporated herein by reference.)SEC or its staff upon request.

15.1		Letter re: Unaudited Interim Financial Statements.

Exhibit Number		Description of Exhibit
31.1		Certification of Principal Executive Officer 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.

31.2		Certification of Principal Financial Officer 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.

32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1		Interactive Data ~~Files.~~Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”).

104.1		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101.1).

			FEDEX CORPORATION

Date: ~~March 19,~~September 17, 2019			/s/ JOHN L. MERINO
			JOHN L. MERINO
			CORPORATE VICE PRESIDENT AND
			PRINCIPAL ACCOUNTING OFFICER