FDX CORP
8-K, 2000-01-19
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
                        (DATE OF EARLIEST EVENT REPORTED)
                                JANUARY 19, 2000


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


                        COMMISSION FILE NUMBER 333-39483


           DELAWARE                                           62-1721435
  (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

942 SOUTH SHADY GROVE ROAD, MEMPHIS, TENNESSEE                   38120
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (901) 818-7200


<PAGE>

         ITEM 5.  OTHER EVENTS.

         On January 19, 2000, FDX Corporation (together with its
subsidiaries, the "Company") publicly announced significant new developments
in its business xcvstrategy. A copy of the press release, also dated January
19, 2000, is attached hereto as Exhibit 99.1 and incorporated by reference
herein. Attached hereto as Exhibit 99.2, and incorporated by reference
herein, is a plain-English explanation of the new developments in question
and answer ("Q&A") format.

         Both the press release and the Q&A contain forward-looking statements
and information relating to future financial performance or business
expectations. The forward-looking statements are subject to a number of specific
risks and uncertainties, including those identified below, which could cause
actual results to differ materially from historical results or those set forth
in the forward-looking statements. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

         The risks and uncertainties referred to above include, but are not
limited to, the complexities and costs associated with integrating certain
sales, marketing and information technology functions into a new subsidiary of
the Company; market acceptance of the Company's new FedEx branding strategy as
well as the Company's new residential home delivery service; competitive
responses to the Company's initiatives; the ability to control package yield,
volume growth and costs; U.S. and international economic conditions; technology
developments that impact demand for the Company's services; matching aircraft,
vehicle and sort capacity additions or deletions to customer volume levels; and
regulatory changes.

         ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS



       (c)      Exhibits

<TABLE>
<CAPTION>
                Designation           Description
                -----------           -----------
                <S>             <C>
                    99.1        Press Release of FDX Corporation
                                dated January 19, 2000

                    99.2        Plain-English Explanation of New
                                Developments in Question and Answer Format
</TABLE>

               [Rest of page intentionally left blank]

<PAGE>

                                   SIGNATURES


         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

Date:  January 19, 2000
                                    By: /s/James S. Hudson
                                       ---------------------------
                                        James S. Hudson
                                        Corporate Vice President -
                                        Strategic Financial Planning and Control


<PAGE>

                             EXHIBIT INDEX


<TABLE>
<CAPTION>

EXHIBIT                           DESCRIPTION OF EXHIBIT
- -------                           ----------------------
<S>                        <C>
  99.1                     Press Release of FDX Corporation dated
                           January 19, 2000

  99.2                     Plain-English Explanation of New Developments
                           in Question and Answer Format
</TABLE>

<PAGE>

                                                                   EXHIBIT 99.1

                                  PRESS RELEASE



                     FedEx Unleashes the Power of its Brand

     INTEGRATES BRANDING, SALES, CUSTOMER SERVICE AND TECHNOLOGY STRATEGIES


NEW YORK, N.Y. (JANUARY 19, 2000) - FEDEX CORP. TODAY UNVEILS THREE IMPORTANT
STRATEGIC INITIATIVES DESIGNED TO STRENGTHEN ITS COMPETITIVE POSITION AND TO
OFFER NEW AND MORE ROBUST SOLUTIONS FOR CUSTOMERS WORLDWIDE:

- -    A new branding strategy will extend the FedEx brand name to three
     subsidiaries and to the holding company, previously named FDX Corp.

- -    Organizational changes planned to take effect over the next few months will
     provide a convenient single point of access to customers for sales,
     customer service, billing and automation systems.

- -    An innovative new low-cost residential delivery service, FedEx Home
     Delivery, will roll out to many major U.S. markets scheduled in March.

"It's time to leverage and extend one of our greatest assets, the FedEx brand,
and to provide our customers an integrated set of business solutions," said
Frederick W. Smith, chairman, president and CEO of FedEx Corp. "Our customers
increasingly want a single company that can meet all of their global
transportation needs. Our goal is to provide them a convenient, single point of
access to the most powerful collection of express, ground, logistics and supply
chain solutions."

                                 THE FEDEX BRAND

BRANDING CHANGES START AT THE TOP. THE PARENT COMPANY, FORMERLY FDX CORP., WILL
BE RENAMED FEDEX CORP., AND SOON ALL OF ITS GLOBAL SUBSIDIARIES WILL OPERATE
UNDER THE HIGHLY-RECOGNIZED AND HIGHLY-TRUSTED FEDEX BRAND NAME.

- -    Federal Express, the worldwide leader in express transportation, will
     retain its name but modify its logo to FedEx Express;

- -    RPS, a transportation network that specializes in small-package, ground
     business-to-business delivery, will be renamed FedEx Ground. FedEx Home
     Delivery, the new residential delivery service, will be provided through
     the FedEx Ground network;

- -    Roberts Express, the leader in the expedited, time-critical delivery
     sector, will be renamed FedEx Custom Critical;

- -    FDX Logistics will be renamed FedEx Global Logistics.

(EDITORS: PLEASE VISIT WWW.FEDEXCORP.COM FOR SUBSIDIARY LOGOS AND RELATED
 INFORMATION)


<PAGE>



"The FedEx brand tells customers worldwide that they can count on us for
`absolutely, positively' reliable service and cutting-edge innovation," said T.
Michael Glenn, executive vice president of Market Development. "As we re-brand
our major subsidiaries, we are making a pledge to our customers that every
member of the FedEx family will strive to deliver on the promise of our brand."

FedEx Corp. will continue to meet the needs of customers requiring distinct
regional services through Viking Freight, the leading less-than-truckload
carrier in the western U.S. and airfreight forwarder Caribbean Transportation
Services. Both companies will remain part of FedEx Corp. while retaining their
individual identities.


                             ORGANIZATIONAL CHANGES

While each company will continue to operate independently, completely focused on
the distinct needs of various market segments, over the next few months FedEx
will provide a single point of access for many customer support functions such
as customer service, e-commerce, billing and automation. The sales and marketing
organizations will be combined to more effectively sell the entire portfolio of
express, ground and logistics services.

"These strategic actions are designed to fulfill our two-fold business
philosophy - to operate independently yet compete collectively," Smith said. "We
strongly believe that the optimal way to serve very distinct market segments,
such as express and ground, is to operate highly efficient, independent networks
with different facilities, different cut-off times and different delivery
commitments. Our collective approach also allows customers to select the right
network, for the right place, at the right price through a single point of
access."

The organizational changes, when fully implemented over time, are expected to
yield significant customer benefits - all designed to make it easier to do
business with the entire FedEx family.

- -    One toll-free telephone number (1-800-Go-FedEx)

- -    One web site at WWW.FEDEX.COM for access to online package tracking and
     service feature information

- -    One invoice and account number for express and ground transportation
     services

- -    A streamlined customer automation platform to handle electronic
     transactions for small and large businesses

- -    Convenient drop-off points for express and ground packages at select FedEx
     Authorized Ship Centers-Registered Trademark-.


<PAGE>


                               FEDEX HOME DELIVERY

Beginning in March, FedEx Ground will provide FedEx Home Delivery in many major
U.S. markets. This delivery-only service will be dedicated to the needs of
businesses specializing in business to consumer e-commerce with unique and
compelling low-cost service offerings. This new neighborhood-friendly service is
designed to fit the way we live, work and shop today.

- -    CONVENIENT AND CUSTOMIZED -- FedEx Home Delivery will provide customized
     delivery options, including delivery by appointment day or evening, with a
     money-back guarantee;

- -    UNIQUE AND EFFICIENT -- FedEx Home Delivery will take advantage of the
     FedEx Ground operational network for pickup and package sorting to maintain
     a low cost structure.

- -    DEDICATED TO DELIVERIES -- FedEx Home Delivery will be different than the
     competition because it will be dedicated to the delivery side of the
     equation. Hence, it will be able to focus and excel on meeting the distinct
     customer interface requirements of residential customers.

- -    A GREAT e-COMMERCE SOLUTION -- This service will complement the FedEx
     Corporation's leadership position in business-to-business e-commerce market
     by far the largest and fastest growing segment of e-commerce. FedEx Home
     Delivery will give "e-tailers" an option that combines reliability with
     cost-effective ground transportation.

WITH ANNUAL REVENUES EXCEEDING $17 BILLION, FEDEX CORP. IS THE PREMIER GLOBAL
PROVIDER OF TRANSPORTATION, LOGISTICS, E-COMMERCE AND SUPPLY CHAIN MANAGEMENT
SERVICES. THE COMPANY OFFERS INTEGRATED BUSINESS SOLUTIONS THROUGH A NETWORK OF
SUBSIDIARIES OPERATING INDEPENDENTLY, INCLUDING: FEDEX EXPRESS, THE WORLD'S
LARGEST EXPRESS TRANSPORTATION COMPANY; FEDEX GROUND, NORTH AMERICA'S SECOND
LARGEST PROVIDER OF SMALL PACKAGE GROUND DELIVERY SERVICE; FEDEX CUSTOM
CRITICAL, THE WORLD'S LARGEST PROVIDER OF EXPEDITED TIME-CRITICAL SHIPMENTS;
FEDEX GLOBAL LOGISTICS, AN INTEGRATED LOGISTICS, TECHNOLOGY AND
TRANSPORTATION-SOLUTION COMPANY; AND VIKING FREIGHT, A LESS-THAN-TRUCKLOAD
CARRIER OPERATING PRINCIPALLY IN THE WESTERN UNITED STATES. MORE THAN A MILLION
CUSTOMERS ARE CONNECTED ELECTRONICALLY THROUGH THE FEDEX INFORMATION NETWORK AND
APPROXIMATELY TWO-THIRDS OF ITS U.S. DOMESTIC TRANSACTIONS ARE NOW HANDLED
ON-LINE.

ALL PRESS MATERIALS RELATED TO THIS ANNOUNCEMENT ARE AVAILABLE ON THE WORLD WIDE
WEB AT WWW.FEDEXCORP.COM/FDXNEWS/MEDIA/

REPRESENTATIVES OF THE MEDIA ARE INVITED TO PARTICIPATE IN A FEDEX BRIEFING
TODAY AT 10:30 A.M. (EST) BY CALLING 800-299-9626.

          A WEBCAST OF TODAY'S FEDEX CORP. ANALYST MEETING WILL BE
            AVAILABLE AT WWW.FEDEXCORP.COM AT 12:30 P.M. (EST).

<PAGE>



FEDEX EXTENDS BRAND AND WILL INTEGRATE CUSTOMER SUPPORT FUNCTIONS

Since its operations began, FedEx has been known for unsurpassed customer
service. The plan announced today continues that tradition by making it easier
than ever for customers to do business with FedEx. The FedEx companies will
continue to operate independently but will compete collectively through one,
convenient "touch point" for all customers - one simple link to a broad spectrum
of transportation and logistics services.

<TABLE>
<CAPTION>

CURRENT SITUATION                                         OUR GOALS
- -----------------                                         ---------
<S>                                    <C>
Multiple brands under FDX umbrella      A single branding system leveraging the
                                        power of the FedEx brand so more
                                        customers can use FedEx reliability as a
                                        strategic competitive advantage

Separate sales force with directed      A SINGLE, EXPANDED SALES FORCE
cooperation                             ESPECIALLY TARGETING THE SMALL AND
                                        MEDIUM-SIZE BUSINESS CROSS-SELLING A
                                        WIDE PORTFOLIO OF SERVICES AND PRICING
                                        SCHEMES


Multiple invoices and account numbers   A single invoice and single account
                                        number from FedEx

Multiple automation platforms offering  STREAMLINED CUSTOMER AUTOMATION SYSTEMS
all FDX services                        TO HANDLE ELECTRONIC TRANSACTIONS AND
                                        DATABASE MANAGEMENT NEEDS OR SMALL AND
                                        LARGE BUSINESSES


Separate customer service, claims       Single customer service, claims and
trace functions                         trace functions by calling
                                        1-800-Go-FedEx-Registered Trademark-
                                        (800-463-3339) or visiting our web site
                                        at www.fedex.com.
</TABLE>

<PAGE>

                                                                   EXHIBIT 99.2


                                 FDX CORPORATION
                             STRATEGIC RESTRUCTURING
                                JANUARY 19, 2000


Q1.  WHAT ARE THE CHANGES BEING ANNOUNCED FOR THE FDX FAMILY OF COMPANIES ON
     JANUARY 19, 2000?

These changes were announced January 19:

- -    The name of the FDX holding company is changing effective January 19, 2000.
     The names of the affected subsidiary companies are changing effective
     February 7, 2000. These name changes will unite the companies under the
     FedEx brand name.

- -    FDX Corporation - the holding company - will be re-named FedEx Corporation.

- -    Federal Express Corporation will not change its name, but will slightly
     modify its logo to be descriptive of the express services the company
     provides. Federal Express Corporation will be commonly referred to as FedEx
     Express.

- -    RPS, Inc. will be re-named FedEx Ground Package System, Inc. (referred to
     as FedEx Ground).

- -    Roberts Express, Inc. will be re-named FedEx Custom Critical, Inc.
     (referred to as FedEx Custom Critical).

- -    FDX Logistics will be re-named FedEx Global Logistics, Inc. (referred to as
     FedEx Logistics). Its FDX Supply Chain Services, Inc. subsidiary will be
     re-named FedEx Supply Chain Services, Inc. and its Caribbean Transportation
     Services, Inc. subsidiary will keep its name.

Because Viking Freight, Inc. is an established regional brand, and already the
leading less-than-truckload carrier in the western United States, we will not
change the Viking name as part of this branding effort.

- -    A new, separate subsidiary called FedEx Corporate Services, Inc., will be
     formed in June, 2000 by combining the Marketing and Sales groups currently
     at FDX, Federal Express and RPS. The new subsidiary will also include the
     Information Technology groups from FDX, Federal Express and RPS who are
     currently responsible for customer-related systems (the information
     technology groups currently responsible for operations-related technology
     will

<PAGE>


     remain with Federal Express and RPS). The new FedEx Corporate Services
     subsidiary will also include the Electronic Commerce groups currently at
     FDX and Federal Express. This subsidiary will integrate our marketing,
     sales and electronic commerce activities to provide our customers with a
     single point of access to our services. We're making it easier and more
     convenient for customers to do business with us.

- -    The customer service and invoicing functions now at RPS will become
     combined with those same functions at FedEx Express in June, 2000. This is
     being done to provide customers who use the services of both subsidiaries
     with one point of contact for these functions.

- -    The sales and marketing and customer service and invoicing functions at
     Roberts Express and FDX Logistics will not move to FedEx Corporate
     Services. The business of Roberts Express and FDX Logistics is different
     from that of Federal Express and RPS in terms of how their services are
     sold and supported - requiring that these functions remain at Roberts
     Express and FDX Logistics.

- -    RPS announced the implementation of a new service called FedEx Home
     Delivery. With this new service, we will provide a guaranteed, low-cost
     solution to the rapidly increasing number of businesses who ship large
     volumes to residential customers. These customers, in general, want more
     economical home delivery options. FedEx Home Delivery will be launched in
     many major U.S. markets in March, 2000.

Q2.  WHY ARE THE NAMES OF SOME OF THE SUBSIDIARIES CHANGING?

FedEx is one of the most trusted and respected brands in the world, and the
FedEx brand name is a powerful sales and marketing tool. While RPS and Roberts
Express have established excellent reputations in their market segments,
bringing them under the FedEx brand umbrella should only accelerate their
prospects for growth. For example, research indicates that many customers are
not as familiar with the service reliability levels at RPS as they are with
FedEx's reputation for reliability. We believe that branding those RPS services
with the FedEx name will increase customer awareness for RPS and generate
additional business.

FDX Logistics is changing its name to FedEx Global Logistics to communicate the
fact that the company will provide logistics service to customers all over the
world. Viking is not changing its name. As the leading less-than-truckload
carrier in the western U.S., the Viking name is very well known and well
respected in that regional market. For that reason, it did not make sense to
change the name as part of the new FedEx branding strategy.

Q3.  WHAT WILL BE THE ROLE OF EACH SUBSIDIARY IN THE NEW STRUCTURE?

- -    FedEx Corporation (currently FDX) - the holding company will provide
     overall strategic direction to the subsidiary companies.


<PAGE>


- -    FedEx Corporate Services (a new subsidiary) - will sell and market a broad
     range of services offered by the subsidiary companies, and provide
     customer-facing technology and electronic commerce solutions that meet
     customer needs.

- -     FedEx Express (currently FedEx) - will provide worldwide express
      transportation services (mostly 1 & 2 day) as FedEx does today. It will
      also provide customer service and invoicing functions to other
      subsidiaries on a contract basis.

- -     FedEx Ground (currently RPS) - will provide business-to-business ground
      transportation for small packages in the U.S., Canada, Puerto Rico and
      Mexico as it does today. FedEx Ground will also provide guaranteed,
      low-cost residential deliveries (beginning March, 2000) to many major U.S.
      markets serving through the new FedEx Home Delivery service.

- -     FedEx Custom Critical (currently Roberts Express) - will provide
      customized, expedited delivery for critical shipments in the U.S., Canada
      and Europe, just as they do today.

- -    FedEx Global Logistics (currently FDX Logistics) - will continue to provide
     contract logistics services, as well as supply chain management and
     consulting services to customers all over the world.

- -    Viking Freight (no name change) - will continue to provide the
     leading-less-than-truckload trucking service in the western U.S., just as
     it does today.

Q4.  WHY ARE WE FORMING A NEW SUBSIDIARY?

By forming a new subsidiary responsible for sales, marketing, electronic
commerce and customer information systems, we can fully integrate those vital
activities to make things more convenient and consistent for our customers. We
can speak to the customer with one voice, and provide them with a single access
point to our services while allowing the operating companies to continue to
operate separately and independently.

Q5. WILL OUR SERVICE OFFERINGS CHANGE AS A RESULT OF THESE MOVES?

Over the next several months we will revise some of our service offerings to
ensure that we meet the full range of customer needs and to reduce significant
overlaps between subsidiaries. Included in the changes will be a transition of
RPS 2 and 3 Day services to FedEx 2 Day and FedEx Express Saver by June 1, 2000.

Q6. DOES THIS MEAN WE WILL BE COMBINING THE OPERATIONS OF THE DIFFERENT
    SUBSIDIARIES?

No. WE WILL OPERATE INDEPENDENTLY, BUT COMPETE COLLECTIVELY.

<PAGE>

Q7. WHY ARE WE KEEPING THE OPERATIONS OF THE VARIOUS SUBSIDIARIES SEPARATE?

Each subsidiary serves a separate and distinct segment of the market.
Everything about the companies - the operations, the cost structure, the
policies and the culture - has been designed to serve the unique customer
needs of a particular market segment successfully. Each of the companies is a
service leader for its market segment. We believe combining the operations
would lower the superior service levels we are now able to provide, and that
is something we must avoid. At the same time, while we operate separately, we
will compete collectively by combining the functions that are related to
customer communication and information. That's where our customers want a
single, consistent, convenient point of access.

Q8. HOW WILL THESE CHANGES AFFECT OUR OVERALL COMPETITIVE SITUATION?

When Federal Express united with Caliber System two years ago, we told
customers that we would provide them with a single, convenient point of
access to a complete set of services to meet all of their transportation and
supply chain management needs. These moves are the next logical steps in this
evolutionary process.

In the United States, one of the primary tactics used by the company's
competitors is to bundle their ground and express services at one packaged
price. Since many of our customers use both ground and express services, this
tactic can often be effective. Integrating the marketing and sales teams from
FedEx Express and FedEx Ground positions us to respond more quickly and
effectively to this tactic. As much as possible, our customers want one single
point of access to our services. These changes are simply responding to these
customer preferences and should strengthen our competitive position in the
marketplace.

Q9. WHAT WILL BE THE IMPACT OF THE NEW FEDEX BRANDING STRATEGY ON EARNINGS
    FOR THE CURRENT FISCAL YEAR AND FISCAL YEAR 2001?

The January 13 First Call consensus EPS estimates for 3Q'00, 4Q'00, FY'00 and
FY'01 are $0.34, $0.79, $2.22 and $2.54, respectively. The Company believes the
assumptions leading to these estimates are reasonable. For FY'00, the Company
has not given up on its minimum goal of 10% growth in EPS year-to-year. Its
reported earnings in fiscal year 1999 were $2.10 per share.

Q10. DOES THE COMPANY EXPECT PACKAGE VOLUME AND REVENUE GROWTH AS A RESULT OF
     THE NEW FEDEX BRANDING STRATEGY?

Yes. We believe the strategy will allow us to use the power of the FedEx brand
name, provide greater convenience to our customers and integrate our sales and
marketing efforts more effectively. As a result, we expect package volume growth
to accelerate from current levels. Our current fiscal year 2001 forecast
anticipates increased revenue of approximately $400 million over baseline growth
rates. By the fourth quarter of fiscal year 2001, we believe that this
incremental revenue growth should reach an annualized increase of approximately
$700 million.

<PAGE>


Q11. WILL COMPANY LOGOS OR VEHICLES OR UNIFORMS CHANGE?

Yes, in the coming months, logos, vehicle paint schemes and uniforms will change
for RPS, Roberts Express and FDX Logistics. We have developed new logos and
color schemes to represent FedEx Ground, FedEx Custom Critical and FedEx Global
Logistics. FedEx Ground (including FedEx Home Delivery) will have a new purple
and green logo. The new logo will replace the logo currently on RPS trucks, vans
and uniforms. FedEx Custom Critical will have a new purple and teal-blue logo.
The new logo will replace the logo currently on Roberts Express trucks and
uniforms. FedEx Global Logistics will have a new purple and magenta logo. The
new logo applies to all Logistics' services, including those provided by FedEx
Supply Chain Services, Inc. and Caribbean Transportation Services, Inc. (whose
name will not change). It is extremely important that our employees, contractors
and our vehicles communicate the brand attributes that we're most known for in
the marketplace - speed and reliability.

For Federal Express, the logo will change, leaving only the word "Express" in
the second line. This change will make our logo more descriptive of the express
service the company provides. Aircraft and vehicles will NOT be immediately
repainted with the modified logo, but we will make the changeover very gradually
as new paint jobs are routinely scheduled.

Q12. WILL OUR STOCK CONTINUE TO BE TRADED UNDER THE NYSE SYMBOL FDX?

Yes, FDX will continue to be the New York Stock Exchange symbol for our stock.

Q13. WILL THESE CHANGES AFFECT FEDERAL EXPRESS' INTERNATIONAL REGIONS?

These changes will not change the organizational structure of Federal Express'
international regions. The sales and marketing organizations in Federal Express'
international regions will continue to report primarily to the region with a
dual line reporting relationship to FedEx Corporate Services. Overall, however,
our improved ability to sell express and ground services in combination in the
U.S. should be a powerful tool to generate additional business from
multi-national companies.

Q14. WILL CUSTOMERS BE ABLE TO CALL 1-800-GO-FEDEX FOR SERVICES FROM ALL OF
     THE SUBSIDIARIES?

1-800-Go-FEDEX will be the customer service number for FedEx Express, FedEx
Ground and FedEx Home Delivery. The customer service representatives at this
number will be trained in the services provided by FedEx Custom Critical and
FedEx Global Logistics so that calls may be transferred as appropriate.
Customers will also be able to call the existing 800 numbers for each of the
subsidiaries until those numbers can be retired over time.

Q15. WILL WE SEE ANY NEW ADVERTISING AS A RESULT OF THESE CHANGES?

Yes. We plan to use advertising at the appropriate time to help make the
benefits of these changes apparent to customers. Of course, the best advertising
is the words and actions of our

<PAGE>


customer contact employees and contractors. We will provide our customer
contact employees and contractors with information to pass along to customers.

Q16. WILL THIS CHANGE THE WAY WE SELL OUR SERVICES?

Yes. Once our FDX, Federal Express and RPS sales forces are combined at FedEx
Corporate Services, they will sell the broad range of services provided by those
companies. We have been selling the combined services of the subsidiaries ever
since Federal Express united with Caliber System two years ago, but it's often
been a slower, more cumbersome process than we needed. The full integration of
the sales forces should make it much easier, much quicker to coordinate our
sales activities and offer all of those services as a total, competitively
priced package of solutions.

Q17. WILL FEDERAL EXPRESS BEGIN USING "OWNER-OPERATORS" SINCE RPS AND
     ROBERTS EXPRESS USES THEM?

No. The owner-operator concept works well at RPS and Roberts Express, and they
will continue to use it. There are no plans to implement this concept at Federal
Express.

Q18. WHY ANNOUNCE THESE CHANGES NOW IF MOST OF THEM ARE SCHEDULED FOR JUNE 1?

The strategic re-positioning is an evolutionary process, and we needed to
announce the changes now in order to begin working with employees and customers
over the next several months to ensure a smooth transition to our new structure.
We have a lot of systems work to do to prepare for the implementation of these
changes in June.



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