FDX CORP
8-K, 1999-02-22
AIR COURIER SERVICES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                       DATE OF REPORT : FEBRUARY 22, 1999
                        (DATE OF EARLIEST EVENT REPORTED)


                             -----------------------


                                 FDX CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




                                    DELAWARE
                            (STATE OF INCORPORATION)


                333-39483                                  62-1721435
       (COMMISSION FILE NUMBER)               (IRS EMPLOYER IDENTIFICATION NO.)



                               6075 POPLAR AVENUE
                                MEMPHIS, TN 38119
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)




               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (901) 369-3600

<PAGE>

ITEM 5.  OTHER EVENTS

On February 22, 1999, FDX Corporation (the "Registrant") announced, by the 
press release attached as Exhibit 20.1 to this report and incorporated herein 
by reference, that contingency expenses incurred in connection with the 
Federal Express Corporation pilot contract negotiations will be approximately 
$90 million, which is $20-$30 million less than originally forecast.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits.

         20.1     Registrant's press release, dated February 22, 1999.


                                     2

<PAGE>

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

                                         FDX CORPORATION



                                         By:  /s/ JAMES S. HUDSON
                                              --------------------------------
                                              James S. Hudson
                                              Corporate Vice President -
                                              Strategic Financial Planning
                                              and Control
                                              (Principal Accounting Officer)



Dated:  February 22, 1999


                                     3

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT            DESCRIPTION OF EXHIBIT
- -------            ----------------------
<S>                <C>
20.1               Registrant's press release, dated February 22, 1999.
</TABLE>


                                     4


<PAGE>

                                  EXHIBIT 20.1


                              [COMPANY LETTERHEAD]


Media Contact:        Shirlee Clark
                      (901) 395-3463

Investor Contact:     Jim Clippard
                      (901) 395-3468



                                                         FOR IMMEDIATE RELEASE


        FDX CORP. LOWERS CONTINGENCY COST ESTIMATE FOR PILOT NEGOTIATIONS

- ------------------------------------------------------------------------------

MEMPHIS, Tenn., February 22, 1999 ... FDX Corporation (NYSE: FDX) today 
announced that contingency expenses incurred in connection with the Federal 
Express pilot contract negotiations will be approximately $90 million, which 
is $20-$30 million less than the Company originally forecast. These expenses 
will be recognized entirely in the third fiscal quarter ending February 28, 
1999 -- $80 million will be included in operating expense and $10 million 
will be included in interest/other expense.

FDX Corp., a $16 billion holding company, provides comprehensive 
transportation, logistics and supply chain management solutions. FDX Corp. 
principal operating subsidiaries are Federal Express Corp., the world's 
largest express transportation company; RPS, Inc., a business-to-business 
ground small package carrier; Viking Freight, Inc., a less-than-truckload 
carrier operating principally in the western U.S.; Roberts Express, Inc., a 
critical-shipment carrier; and FDX Global Logistics, Inc., a contract 
logistics provider.

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