FedEx (FDX) 10-K risk factor changes: FY2021 vs FY2020

In addition to the other information set forth in this Annual Report, you should carefully consider the following factors, which could materially affect our business, results of operations, financial condition and the price of our common stock.

Additional risks not currently known to us or that we currently deem to be immaterial also may materially affect our business, results of operations, financial condition and the price of our common stock.

Macroeconomic and Market Risks

We are directly affected by the state of the global economy and anti-trade measures.

While macroeconomic risks apply to most companies, we are particularly vulnerable.

The transportation industry is highly cyclical and especially susceptible to trends in economic activity.

Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods — key macroeconomic measurements influenced by, among other things, inflation and deflation, supply chain disruptions, interest rates and currency exchange rates, labor costs, fuel and energy prices, buying patterns, debt levels, credit availability and disposable income.

When individuals and companies purchase and produce fewer goods, we transport fewer goods, and as companies move manufacturing closer to consumer markets and expand the number of distribution centers, we transport goods shorter distances.

Certain retailers are making investments to house goods in closer proximity to customers in connection with the recent growth in e-commerce demand, and we expect this trend to continue.

In addition, we have a relatively high fixed-cost structure, which is difficult to quickly adjust to match shifting volume levels.

Moreover, as we continue to grow our international business, we are increasingly affected by the health of the global economy, the rate of growth of global trade, world trade policies, international taxes, government-to-government relations and the typically more volatile economies of emerging markets.

For instance, anti-trade and protectionist measures adopted by the U.S. or other countries in which we do business, such as trade controls, tariffs, quotas, embargoes, sanctions, or retaliation by another country against such measures, could result in economic uncertainty and instability, resulting in fewer goods being transported globally.

The uncertainty regarding the status of the United Kingdom’s exit from the EU (“Brexit”) has negatively impacted the United Kingdom’s and the EU’s economies.

This negative impact will likely continue until the United Kingdom and EU complete a post-Brexit trade deal, which is still in the process of being implemented.

Any additional impact of Brexit will depend on application of the terms of the trade deal.

Further discussion between the parties on implementation of the trade deal could trigger significant market and economic disruption, and the demand for our services could be depressed.

Following Brexit, the movement of goods between the United Kingdom and the remaining member states of the EU has become subject to additional inspections and documentation checks, which may create delays at ports of entry and departure and potentially impact our ability to effectively provide our services.

Additionally, depending on the application of the terms of the trade deal 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.

The post-Brexit trade deal 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.

We expect continued uncertainty in the global economy during 2022.

Additionally, we incurred higher costs due to labor market challenges in 2021, and we expect such conditions to continue to be present in 2022.

For more information, see “Our failure to retain or attract employee talent or maintain our company culture, as well as increases in labor and purchased transportation costs, could adversely impact our business and results of operations.” below and “Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition” of this Annual Report.

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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 and maintained 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 U.S. Several governments, including the EU, China and India, have imposed tariffs on certain goods imported from the U.S. These actions contributed to weakness in the global economy that adversely affected our results of operations in recent years.

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 business and consumer confidence and spending.

Such conditions could have an adverse effect on our business, results of operations and financial condition, as well as on the price of our common stock.

Additionally, the U.S. government has taken action to limit the ability of domestic companies to engage in commerce with certain foreign entities under certain circumstances, and foreign governments may investigate our compliance with these restrictions.

Furthermore, 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 business, results of operations and financial condition, as well as on the price of our common stock.

Our transportation businesses are impacted by the price and availability of jet and vehicle fuel.

We must purchase large quantities of fuel to operate our aircraft and vehicles, and the price and availability of fuel is beyond our control and can be highly volatile.

In addition, our purchased transportation expense may be impacted by fuel costs.

To date, we have been mostly successful in mitigating over time the expense impact of higher fuel costs through our indexed fuel surcharges, as the amount of the surcharges is closely linked to the market prices for fuel.

If we are unable to maintain or increase our fuel surcharges because of competitive pricing pressures or some other reason, fuel costs could adversely impact our operating results.

As of May 31, 2021, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

Even if we are able to offset the cost of fuel with our surcharges, high fuel surcharges could move our customers away from our higher-yielding express services to our lower-yielding deferred or ground services or even reduce customer demand for our services altogether.

In addition, disruptions in the supply of fuel could have a negative impact on our ability to operate our transportation networks.

We present information about our risk factors on pages 88 through 99 of this Annual Report.

ORGANIZATION OF INFORMATION

This Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) of FedEx Corporation (“FedEx” or the “Company”) is composed of three major sections: Results of Operations and Outlook, Financial Condition and Critical Accounting Estimates.

These sections include the following information:

| | • | Results of operations includes an overview of our consolidated 2021 results compared to 2020 results. This section also includes a discussion of key actions and events that impacted our results, as well as our outlook for 2022. Discussion and analysis of 2019 results and year-over-year comparisons between 2020 results and 2019 results can be found in “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition” of our Annual Report on Form 10-K (“Annual Report”) for the year ended May 31, 2020. |

| --- | --- | --- |

| | • | The overview is followed by a financial summary and analysis (including a discussion of both historical operating results and our outlook for 2022) for each of our transportation segments. |

| --- | --- | --- |

| | • | Our financial condition is reviewed through an analysis of key elements of our liquidity, capital resources and contractual cash obligations, including a discussion of our cash flows, our financial commitments and our liquidity outlook for 2022. |

| --- | --- | --- |

| | • | Critical accounting estimates discusses those financial statement elements that we believe are most important to understanding the material judgments and assumptions incorporated in our financial results. |

| --- | --- | --- |

The discussion in MD&A should be read in conjunction with the other sections of this Annual Report, particularly “Item 1.

Business,” “Item 1A.

Risk Factors” and “Item 8.

Financial Statements and Supplementary Data.”

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DESCRIPTION OF BUSINESS SEGMENTS

We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating collaboratively and innovating digitally, under the respected FedEx brand.

Our primary operating companies are Federal Express Corporation (“FedEx 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 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 operating segments.

The operating costs of the FedEx Services segment are allocated to the business units it serves.

See “Reportable Segments” for further discussion and refer to “Item 1.

Business” for a more detailed description of each of our operating companies.

The key indicators necessary to understand our operating results include:

| | • | the overall customer demand for our various services based on macroeconomic factors and the global economy; |

| --- | --- | --- |

| | • | the volumes of transportation services provided through our networks, primarily measured by our average daily volume and shipment weight and size; |

| --- | --- | --- |

| | • | the mix of services purchased by our customers; |

| --- | --- | --- |

| | • | the prices we obtain for our services, primarily measured by yield (revenue per package or pound or revenue per shipment or hundredweight for LTL freight shipments); |

| --- | --- | --- |

| | • | our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and |

| --- | --- | --- |

| | • | the timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges. |

| --- | --- | --- |

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 revenue 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 revenue and volumes.

The line item “Other operating expense” includes costs associated with outside service contracts (such as facility services and cargo handling, temporary labor and security), insurance, professional fees and uniforms.

Management’s discussion and analysis of results of operations and financial condition is presented on pages 55 through 100 of this Annual Report.

INTEREST RATES.

While we currently have market risk sensitive instruments related to interest rates, we do not have significant exposure to changing interest rates on our long-term debt.

As disclosed in Note 7 to the accompanying consolidated financial statements, we had outstanding fixed-rate long-term debt (exclusive of finance leases) with an estimated fair value of $23.1 billion at May 31, 2021 and outstanding fixed- and floating-rate long-term debt (exclusive of finance leases) with an estimated fair value of $22.8 billion at May 31, 2020.

Market risk for long-term debt is estimated as the potential decrease in fair value resulting from a hypothetical 10% increase in interest rates and amounts to approximately $507 million as of May 31, 2021 and approximately $303 million as of May 31, 2020.

The underlying fair values of our long-term debt were estimated based on quoted market prices or on the current rates offered for debt with similar terms and maturities.

We have interest rate risk with respect to our pension and postretirement benefit obligations.

Changes in interest rates impact our liabilities associated with these retirement plans, as well as the amount of pension and postretirement benefit expense recognized.

Declines in the value of plan assets could diminish the funded status of our pension plans and potentially increase our requirement to make contributions to the plans.

Substantial investment losses on plan assets would also increase net pension expense.

FOREIGN CURRENCY.

While we are a global provider of transportation, e-commerce and business services, the majority of our transactions during the periods presented in this Annual Report are denominated in U.S. dollars.

The principal foreign currency exchange rate risks to which we are exposed are in the euro, Chinese yuan, British pound, Canadian dollar, Australian dollar, Hong Kong dollar, Mexican peso, Japanese yen and Brazilian real.

Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenue than our expenses, as a significant portion of our expenses are denominated in U.S. dollars, such as aircraft and fuel expenses.

Foreign currency fluctuations had a slightly negative impact on operating income in 2021 and a slightly positive impact on operating income in 2020.

However, favorable foreign currency fluctuations also may have had an offsetting impact on the price we obtained or the demand for our services, which is not quantifiable.

At May 31, 2021, the result of a uniform 10% strengthening in the value of the dollar relative to the currencies in which our transactions are denominated would result in an increase in expected operating income of $121 million for 2022.

This theoretical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar, which is not consistent with our actual experience in foreign currency transactions.

In addition to the direct effects of changes in exchange rates, fluctuations in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ services become more or less attractive.

The sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.

We maintain derivative financial instruments to manage foreign currency fluctuations related to probable future transactions and cash flows denominated in currencies other than the currency of the transacting entity which impacts our exposure to foreign currency exchange risk.

These derivatives are not designated as hedges and are accounted for at fair value with any profit or loss recorded in income, which was immaterial for 2021 and 2020.

COMMODITY.

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 “Results of Operations and Outlook — Consolidated Results — Fuel” section of “Item 7.

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

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Quantitative and qualitative information about market risk is presented on page 148 of this Annual Report.

FedEx provides a broad portfolio of transportation, e-commerce and business services through [added: operating] companies competing collectively, operating [removed: independently] [added: collaboratively] and [removed: managed collaboratively,] [added: innovating digitally,] under the respected FedEx brand.

| | • | FedEx Express: Federal Express Corporation (“FedEx [removed: Express”), including TNT Express B.V. (“TNT Express”),] [added: Express”)] is the world’s largest express transportation company, offering time-definite delivery to more than 220 countries and territories, connecting markets that comprise more than 99% of the world’s gross domestic product. |

| | • | FedEx Ground: FedEx Ground Package System, Inc. (“FedEx Ground”) is a leading North American provider of small-package ground delivery services. FedEx Ground provides low-cost, day-certain service to any business address in the U.S. and Canada, as well as residential delivery to 100% of U.S. residences through its FedEx Home Delivery service. FedEx [removed: SmartPost is a FedEx] Ground [removed: service that] [added: Economy] specializes in the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages. |

| | • | FedEx Freight: FedEx Freight Corporation (“FedEx Freight”) is a leading North American provider of less-than-truckload (“LTL”) freight services across all lengths of [removed: haul, offering:] [added: haul to businesses and residences. Within the contiguous U.S.,] FedEx Freight [added: offers FedEx Freight] Priority, when speed is critical to meet a customer’s supply chain needs; [removed: and] FedEx Freight Economy, when a customer can trade time for cost [removed: savings.] [added: savings; and] FedEx Freight [added: Direct, a service to meet the needs of the growing e-commerce market for delivery of heavy, bulky products to or through the door for residences and businesses. FedEx Freight] also offers freight delivery service to most points in Puerto Rico and the U.S. Virgin Islands. |

| | • | FedEx Services: FedEx Corporate Services, Inc. (“FedEx Services”) provides sales, marketing, information technology, communications, customer service, technical support, billing and collection services, and certain back-office functions that support our [removed: transportation] [added: operating] segments. |

Additionally, the FedEx Logistics, Inc. (“FedEx Logistics”) operating segment provides customs brokerage and global ocean and air freight forwarding through FedEx Trade Networks Transport & Brokerage, Inc. (“FedEx Trade Networks Transport & [removed: Brokerage”);] [added: Brokerage”) and] integrated supply chain management solutions through FedEx Supply Chain Distribution System, Inc. (“FedEx Supply [removed: Chain”); and critical inventory and service parts logistics and technology repair through FedEx Forward Depots, Inc. (“FedEx Forward Depots”).][added: Chain”).]

For more information about our reportable segments, please see “Business Segments.” For financial information concerning our reportable segments, refer to [removed: the accompanying financial section, which includes management’s discussion and analysis of results of operations and financial condition and our consolidated financial statements.][added: “Item 7.]

In addition, we make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to such reports available, free of charge, through our website, as soon as reasonably practicable after they are filed with or furnished to the [removed: Securities and Exchange Commission (“SEC”).][added: SEC.]

The Investor Relations [removed: section] [added: page] of our website, *investors.fedex.com,* contains a significant amount of information about FedEx, including our SEC filings and financial and other information for investors.

The information that we post on [removed: our] [added: the] Investor Relations [added: page of our] website could be deemed to be material information.

The information on our website, however, is not incorporated by reference in, and does not form part of, this Annual [removed: Report on Form 10-K (“Annual Report”).][added: Report.]

[removed: | | • | Repurposing] [added: Additionally,] FedEx [added: Ground is repurposing former FedEx] SmartPost facilities for [removed: small] [added: standard] or large package [removed: sortation to keep pace with demand for residential services,] [added: sortation,] and adding [removed: new, low-cost] [added: capacity through new] regional [removed: FedEx Ground] sort facilities designed to handle shorter zone [removed: residential] volumes into certain [removed: key] markets. [removed: |]

As [removed: we focus on managing our business and operations in response to] [added: an essential business, FedEx has kept] the [removed: COVID-19 pandemic,] [added: world’s healthcare, industrial and at-home supply chains moving while maintaining] the safety of our team members, our customers and the communities in which we operate [removed: is] [added: as] our top priority.

[removed: | | • | Temporarily closing] [added: In response to the COVID-19 pandemic, beginning in the fourth quarter of 2020, we temporarily closed] a small number of FedEx Office stores, and [removed: operating] [added: operated] other FedEx Office stores at reduced hours. [removed: |]

[removed: We are committing] [added: | | • | Delivering COVID-19 vaccines, critical personal protective equipment and medical supplies, and providing other] transportation and logistics support to humanitarian relief agencies as they respond to the [removed: COVID-19] pandemic. [added: |]

For more information about the COVID-19 pandemic and its effect on FedEx’s business, results of operations and financial condition, see [removed: Item 1A (“Risk Factors”) and Item 7 (“Management’s Discussion and Analysis of Results of Operations and Financial Condition”) of this Annual Report.][added: “Item 1A.]

[removed: Our “compete collectively, operate independently, manage collaboratively”] [added: Further, our] strategy allows us to manage our business as a portfolio, in the long-term best interest of the [removed: enterprise, not a particular operating company.][added: enterprise.]

For each FedEx [added: operating] company, we focus on making appropriate investments in the technology and assets necessary to optimize our long-term earnings performance and cash flow.

[removed: We] [added: While we] believe that operating independent networks, each focused on its own respective markets, enhances service quality and reliability from each business [removed: unit.][added: unit, we are building a holistic, collaborative approach to compete in a dynamic and ever-changing market.]

Additionally, by focusing on the following [removed: five] [added: three] key areas, we believe we will continue to uniquely position FedEx for long-term success:

We believe it would be extremely difficult, costly and time-consuming to replicate our global network, which [added: reflects decades of investment, innovation and expertise,] includes the world’s largest all-cargo air fleet and connects more than 99% of the world’s gross domestic product.

We continue to position our companies [added: and team members] to facilitate and capitalize on this access and to achieve stronger long-term growth, productivity and profitability.

During [removed: 2020] [added: 2021] and early [removed: 2021,] [added: 2022,] we have introduced a number of innovative solutions, advanced important long-term business initiatives and made other important investments that benefit our customers, [removed: employees] [added: team members] and communities, including:

| | • | Expanding FedEx Ground [added: seven-day-per-week] residential delivery [removed: operations] [added: coverage] to [removed: seven days per week year-round for the majority] [added: virtually all] of the U.S. population. |

[removed: | | • | Optimizing] [added: For example,] last-mile [removed: residential deliveries by beginning to use the FedEx Ground network for] [added: optimization,] the [removed: transport and] delivery of certain U.S. [removed: day-definite, residential] [added: day-definite] FedEx Express [removed: shipments. |][added: packages by FedEx Ground, allows us to increase efficiency and lower our cost-to-serve.]

[removed: | | • | Investing in technology to further enhance our networks and reduce costs. For example, in 2020] [added: During 2021] FedEx Ground [removed: began offering] [added: finalized the rollout of] dynamic route optimization technology, [added: which provides service providers] near real-time data that can be used [removed: by service providers] to plan efficient delivery routes and make decisions about vehicle mix and workforce to accommodate the volume associated with e-commerce growth. [removed: |]

| | • | [removed: Continuing] [added: Completing] the integration of FedEx [removed: SmartPost] [added: Ground Economy (formerly FedEx SmartPost)] packages [added: previously] given to the U.S. Postal Service (“USPS”) into FedEx Ground standard [removed: operations, which allows us to increase the efficiency and density of our last-mile residential deliveries.] [added: operations.] |

[removed: | | • | Launching] [added: In 2020 we launched] FedEx Cares 50 by [removed: 50, the next stage of our global community engagement program,] [added: 50] with the goal of positively impacting 50 million people around the world by our 50th anniversary in 2023. [removed: |]

Among the many reputation awards we received during [removed: 2020,] [added: 2021,] FedEx ranked [removed: 14th] [added: 16th] in *FORTUNE* magazine’s “World’s Most Admired Companies” list — the [removed: 20th] [added: 21st] consecutive year FedEx has ranked among the top 20 in the *FORTUNE* Most Admired Companies list, with 15 of those years ranking among the top 10.

[added: Additionally,] FedEx was [removed: also] named one of “America’s Most Responsible Companies” by *Newsweek* in [removed: 2020,] [added: 2021,] ranking higher than any other “Travel, Transport & Logistics” company included on the list.

This report [removed: describes how we think about] [added: discusses] our [removed: responsibilities in the area of global citizenship] [added: ESG strategies] and [added: programs and] includes important goals and metrics that demonstrate our commitment to fulfilling [added: our responsibilities in] these [removed: responsibilities.][added: areas.]

For example, FedEx was [removed: named to *FORTUNE* magazine’s list of the “100 Best Companies to Work For” in the U.S. and] listed as one of [removed: the “World’s] [added: “America’s] Best [added: Large] Employers” [added: and one of “America’s Best Employers for Diversity”] by *Forbes* in [removed: 2019.][added: 2021.]

At FedEx, it is our [removed: people — our] [added: people—our] greatest [removed: asset — that] [added: asset—that] give us our strong [removed: reputation.][added: reputation and stand at the heart of our success.]

In addition to [added: our] superior physical and information networks, FedEx has an exemplary human [removed: network, with more than 500,000 team members united by our People-Service-Profit corporate principles.][added: network.]

[removed: Our Community][added: Our Community]

We focus our effort in the following three [removed: focus] areas:

| | • | *Delivering for Good*: Lending our global network and our unparalleled logistics expertise to organizations with mission-critical [removed: needs, especially in times of disaster,] [added: needs] and [removed: to help] [added: helping] communities [removed: heal, learn] [added: before, during] and [removed: thrive.] [added: after crises.] |

[removed: Additionally, we help] [added: We remain committed] to [added: helping] lift [added: local] economies by investing in people and communities where we live and work.

[removed: This] [added: In the U.S., this] includes seeking diverse suppliers and strengthening our supply chain by sourcing from small, minority- and women-owned businesses.

[removed: We continue] [added: A global increase in volume exacerbated by the COVID-19 pandemic delayed the retirement of certain older aircraft and led us] to [removed: work towards] [added: fall short of] our goal to reduce aircraft emissions intensity by 30% from a 2005 baseline by calendar 2020.

Management’s Discussion and Analysis of Results of Operations and Financial Condition” and “Item 8.

Financial Statements and Supplementary Data” of this Annual Report.

The coronavirus (“COVID-19”) pandemic continues to have a profound impact on our industry.

Risk Factors” and “Item 7.

At FedEx, we are building “the network for what’s next.” Our new strategic operating principles unveiled during 2021, “compete collectively, operate collaboratively, innovate digitally,” guide how we grow, execute and evolve as a company and help differentiate FedEx from our competitors.

The collective FedEx brand unites our distinct operating companies, giving us our competitive edge.

By operating collaboratively, we help ensure that we have the right package in the right network and at the right cost-to-serve.

Additionally, FedEx Freight is providing road and intermodal support for both FedEx Ground and FedEx Express, and FedEx Express is working with FedEx Logistics to secure air charters for U.S. customers.

Innovation inspired our start at FedEx nearly 50 years ago, and it is fueling our future.

The size and scale of our network gives us key insights into global supply chains and trends.

This foundation provides an immense amount of data we can use to build better insights, increase visibility and improve the customer experience.

To fully harness the power of this data, during 2021 we launched FedEx Dataworks, a new organization focused on putting our data into context and using it to transform the digital and physical experiences of our customers and team members.

We are also increasing capabilities and products through sensor-based technologies and providing enhanced visibility and predictive capabilities.

See “FedEx Services Segment — Customer-Driven Technology” below for more information on FedEx SenseAware ID, FedEx Surround and other FedEx innovations.

At FedEx, “Safety Above All” is the first and foremost value in every aspect of our business.

We are committed to making our workplaces and communities safer for our team members, customers and the public.

This philosophy is embedded in our day-to-day work through rigorous policies, continual education and engagement and investments in technology designed to prevent accidents.

| | • | E-commerce: The acceleration of trends experienced in 2021 in response to the COVID-19 pandemic highlights the importance of our ongoing strategic e-commerce initiatives, which include FedEx Ground seven-day-per-week residential U.S delivery coverage; investing in technologies to optimize last-mile deliveries; expanding capabilities to better handle large items; offering FedEx Freight Direct, the first FedEx-branded through-the-door service; and accelerating the expansion of our retail convenience network. |

| | • | Operational Excellence: Our competitive advantage in the marketplace is fueled by a keen focus on operational excellence and customer service. We are strategically focused on efficiency and continued investments in people, capacity and technology to optimize our networks. |

| | • | Digital Innovation: We are reimagining our digital capabilities and infrastructure in a manner that we believe will deliver enhanced customer experiences that are simple, personal and proactive. Additionally, we are continually investing in automation and other technologies to safely, efficiently and sustainably handle the growing volume of shipments that flow through our network each day. |

| | • | Committing to achieve carbon neutrality for our global operations by calendar 2040 and helping establish the Yale Center for Natural Carbon Capture to advance sequestration solutions. |

| | • | Launching FedEx Dataworks and acquiring ShopRunner, Inc. (“ShopRunner”), an e-commerce platform that directly connects brands and merchants with online shoppers. Additionally, we announced a new multi-year collaboration with Adobe, starting with the integration of ShopRunner with Adobe Commerce’s Magento platform, which we expect will be available to Adobe merchants in late calendar 2021. |

| | • | Introducing new technologies such as SenseAware ID, a lightweight sensor-based logistics device that provides real-time updates on a package’s location within the FedEx Express network, and exploring the use of autonomous technologies with ongoing testing of Roxo, the FedEx SameDay Bot, and a multi-year, multi-phase agreement to test Nuro’s next-generation autonomous vehicle technology. |

| | • | Further collaborating between operating companies through last-mile optimization with FedEx Express and FedEx Ground, which has expanded to more than 60 markets across the U.S., and other initiatives. |

| | • | Finalizing the rollout of dynamic route optimization technology at FedEx Ground, which provides service providers near real-time data to plan efficient delivery routes. |

| | • | Adding new and expanded facilities and automation solutions to optimize FedEx Ground network capacity. |

| | • | Strengthening the FedEx Express international business by completing the integration of the FedEx Express and TNT Express linehaul and pickup-and-delivery operations and introducing enhanced Europe-to-the-U.S. overnight and European e-commerce services with FedEx International Priority Express and FedEx International Connect Plus. |

| | • | Continuing to grow our retail convenience network and digital e-commerce business, with significantly increased customer usage of our FedEx Delivery Manager and FedEx Returns Technology offerings. |

| | • | Establishing a Diversity, Equity & Inclusion (“DEI”) Depot, an online platform to create more awareness of DEI-related resources, events and team member stories across operating companies. |

During 2021 FedEx was also named one of the “TIME100 Most Influential Companies” by *Time* magazine and was recognized as the biggest transportation and logistics company in the world by *Forbes*.

Through our environmental, social and governance (“ESG”) strategies, FedEx connects the communities where we live and work in remarkable ways.

Our 2021 ESG Report is available at *fedex.com/en-us/sustainability/reports.html*.

Information in our ESG Report is not incorporated by reference in, and does not form part of, this Annual Report.

Human Resource Management

Our Culture

Across the globe, our 570,000 team members are united by our passion to deliver the FedEx Purple Promise—to make every FedEx experience outstanding—and our People–Service–Profit principles.

Our success depends on the talent, dedication and well-being of our people.

As we grow, we strive to recruit, retain, develop and provide advancement opportunities for our team members.

We continually work to make FedEx an inclusive, equitable and growth-focused workplace where all team members have the opportunity to flourish.

Safety

| --- | --- | --- |

COVID-19 Pandemic

During 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was declared a pandemic by the World Health Organization.

We began to experience business impacts from the COVID-19 pandemic as early as January 2020 when transpacific traffic was affected by the shutdowns in China and curtailment of commercial air flights.

While commercial volumes were down due to business closures across the world, FedEx Ground residential delivery volumes increased to seasonal peak levels during the fourth quarter of 2020 due to stay-at-home orders and other pandemic responsive measures.

Additionally, we experienced a surge in transpacific and charter flight demand at FedEx Express in the fourth quarter of 2020, as airfreight capacity was limited due to restrictions on commercial activities.

Due to the crucial role we play in moving supply chains and delivering critical relief, FedEx is considered an essential business and is continuing to operate under state-of-emergency and stay-at-home orders issued in the U.S. and globally.

FedEx remains committed to assisting our customers as they work to manage their supply chains and inventories.

We are flexing our networks and making adjustments as needed to align with volumes and operating conditions, such as:

| | • | Launching the Air Operations Coordination Center to effectively match capacity to demand at FedEx Express. Through this coordinated approach, we reduced U.S. domestic flight hours in the fourth quarter of 2020 and redeployed flight hours to international regions. |

| | • | Implementing temporary surcharges on FedEx Express international package and airfreight shipments, effective April 6, 2020, and on all oversized and residential U.S. domestic packages at FedEx Express and FedEx Ground, effective June 8, 2020. |

| | • | Temporarily suspending money-back guarantees for all FedEx Express, FedEx Ground, FedEx Freight and same-day FedEx Office services. |

| | • | Increasing hiring at FedEx Ground, and making temporary reductions in certain other workforces. |

We are taking measures to adhere to all regulations and guidelines from government authorities related to the containment of COVID-19 and to protect and promote health and safety, including:

| | • | Providing gloves, masks and other personal protective equipment (“PPE”), as well as hand sanitizer and disinfectant wipes, to our team members. |

| | • | Suspending signature requirements for most deliveries to help team members and customers maintain a safe social distance. |

| | • | Working with customers to accommodate special requests around modified store hours, closings, and delivery alternatives to comply with applicable government restrictions and safety guidance. |

| | • | Diverting traffic away from hubs and stations in severely affected locations to decrease the number of people in our facilities. |

| | • | Promoting social distancing on the job, including measures on employee shuttles and in common areas. |

| | • | Increasing the frequency and intensity of janitorial cleaning. |

| | • | Educating team members about prevention, including hygiene and cleaning. |

| | • | Launching symptom screening processes, including temperature testing, and implementing free voluntary COVID-19 testing for eligible employees and vendors in Memphis, Tennessee and the surrounding areas at the FedEx Express World Headquarters. |

| | • | Devoting extensive resources to assisting employees diagnosed with COVID-19, and providing paid leave to employees who are diagnosed with COVID-19 or have been quarantined due to being in close contact with a diagnosed individual. |

| | • | Implementing a work-from-home policy for most staff positions and suspending non-critical business travel. |

For example, we have contracted with the U.S. Department of Health and Human Services (“HHS”) to provide expedited shipping of PPE and other supplies critical to COVID-19 relief efforts from manufacturers around the world to the United States.

The operation aims to accelerate delivery of PPE and other medical supplies, moving them via air instead of ocean.

We have also provided shipping support in a collaborative effort among retailers and healthcare companies led by the White House, the HHS and the Federal Emergency Management Agency to enable quick processing of COVID-19 test specimens to help prevent spread of the virus.

FedEx has developed a unique business strategy whereby our companies compete collectively, operate independently and manage collaboratively, which allows us to provide a broad portfolio of transportation, e-commerce and business services to our customers.

Our companies compete collectively by standing as one brand worldwide and speaking with one voice; they operate independently by focusing on our independent networks to meet distinct customer needs; and they manage collaboratively by working together to sustain loyal relationships with our workforce, customers and investors.

Each FedEx company focuses on the market sectors in which it has the most expertise and can be independently enhanced and managed to provide outstanding service to our customers.

Each company’s operations, cost structure and culture are designed to serve the unique customer demands of a particular market segment and as a result, we are able to adapt our networks in response to changing needs.

While our companies operate independently, we continually look for ways to leverage our unique strengths in key areas across the FedEx enterprise.

For example, in 2020 we began directing certain U.S. day-definite, residential FedEx Express shipments into the FedEx Ground network in order to optimize the cost of last-mile residential deliveries.

We expect last-mile optimization will allow us to increase efficiency and lower our cost-to-serve as e-commerce growth continues.

FedEx Ground and FedEx Freight are also collaborating to handle the significant increases in e-commerce and large package volume caused by the COVID-19 pandemic.

| | • | E-commerce: Residential e-commerce is the fastest growing area of our business, as the internet is increasingly being used to purchase goods and services. Through our global transportation and technology networks, we contribute to and benefit from the growth of e-commerce. We are investing in new technologies, optimizing deliveries and using innovative solutions to make delivery to consumers more flexible, convenient, efficient and cost-effective. The COVID-19 pandemic has accelerated e-commerce adoption globally and forced us to accelerate many of these enhancements, which has made us more competitive and positions us for future success. |

| | • | Business-to-business shipping: Business-to-business shipping accounts for the majority of FedEx revenues. As the global economy recovers from the effects of the COVID-19 pandemic, we will continue to help our business customers obtain more visibility into their supply chains and near real-time information to manage inventory in motion, and refine our unique menu of services to fit virtually all shipping needs of high-tech and high-value-added industries. |

| | • | Operational Excellence: Our business strategy allows us to respond to our current and potential customers’ evolving needs in a cost-effective manner. Operational excellence in today’s world must be enabled by best-in-class technology, which we are using in a number of ways to increase efficiency across FedEx. |

| | • | International Profitability: With customers in more than 220 countries and territories, we are establishing a foundation for increased international profitability through our aircraft fleet modernization program, integration of TNT Express and streamlined regional organizational structure at FedEx Express. Despite the recent trade tensions, we continue to believe that globalization will drive international volume growth over the long term. |

| | • | Revenue Quality: We are working to improve revenue quality by renewing focus on small and medium-sized businesses and strategically managing our large business-to-business customer portfolio so that yields are compensatory for the comprehensive services we provide. |

For a description of certain pending legal proceedings, see Note [removed: 18] [added: 19] of the accompanying consolidated financial statements.

For the fiscal year ended May 31, [removed: 2020.][added: 2021.]

| 0.450% Notes due 2025 [added: 1.625% Notes due 2027 0.450% Notes due 2029 1.300% Notes due 2031 0.950% Notes due 2033] | | FDX 25A [added: FDX 27 FDX 29A FDX 31 FDX 33] | | New York Stock Exchange [added: New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange] |

The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the closing price as of the last business day of the Registrant’s most recently completed second fiscal quarter, November 30, [removed: 2019,] [added: 2020,] was approximately [removed: $38.1] [added: $70.2] billion.

As of July [removed: 16, 2020, 261,954,496] [added: 15, 2021, 267,348,232] shares of the Registrant’s common stock were outstanding.

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2020] [added: 2021] annual meeting of stockholders to be held on September [removed: 21, 2020] [added: 27, 2021] are incorporated by reference in response to Part III of this Report.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [ITEM 1B. Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | [removed: 23] [added: 34] |

[removed: | [ITEM 2. Properties](#ITEM_2_PROPERTIES) | 23 |][added: Properties;” “Item 5.]

| [ITEM 3. Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | [removed: 27] [added: 38] |

| [ITEM 4. Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | [removed: 27] [added: 38] |

| [Information about our Executive Officers](#EXECUTIVEOFFICERSREGISTRANT) | [removed: 28] [added: 39] |

| [ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU) | [removed: 30] [added: 41] |

| [ITEM 6. Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | [removed: 31] [added: 41] |

| [ITEM 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_R) | [removed: 31] [added: 41] |

| [ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | [removed: 31] [added: 73] |

| [ITEM 8. Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | [removed: 31] [added: 74] |

| [ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | [removed: 31] [added: 116] |

| [ITEM 9A. Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | [removed: 31] [added: 116] |

| [ITEM 9B. Other Information](#ITEM_9B_OR_INFORMATION) | [removed: 32] [added: 116] |

| [ITEM 10. Directors, Executive Officers and Corporate Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO) | [removed: 33] [added: 117] |

| [ITEM 11. Executive Compensation](#ITEM_11_EXECUTIVE_COMPENSATION) | [removed: 33] [added: 117] |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF) | [removed: 33] [added: 117] |

| [ITEM 13. Certain Relationships and Related Transactions, and Director Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR) | [removed: 33] [added: 117] |

| [ITEM 14. Principal Accountant Fees and Services](#ITEM_14_PRINCIPAL_ACCOUNTANT_FEES_SERVIC) | [removed: 33] [added: 117] |

| [ITEM 15. Exhibits and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | [removed: 34] [added: 118] |

| [ITEM 16. Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | [removed: 51] [added: 127] |

| [Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex41.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex41_1639.htm)] | |

| [Exhibit [removed: 10.232](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10232.htm)] [added: 10.44](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/d200493dex1044.htm)] | |

| [Exhibit [removed: 10.233](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10233.htm)] [added: 10.68](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/d200493dex1068.htm)] | |

| [Exhibit [removed: 10.234](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10234.htm)] [added: 10.69](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/d200493dex1069.htm)] | |

| [Exhibit [removed: 10.235](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10235.htm)] [added: 10.70](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/d200493dex1070.htm)] | |

| [Exhibit [removed: 10.236](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10236.htm)] [added: 21](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex21_14.htm)] | |

| [Exhibit [removed: 10.237](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10237.htm)] [added: 22](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex22_1682.htm)] | |

| [Exhibit [removed: 10.238](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10238.htm)] [added: 23](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex23_8.htm)] | |

| [Exhibit [removed: 10.239](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10239.htm)] [added: 31.1](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex311_23.htm)] | |

| [Exhibit [removed: 10.240](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10240.htm)] [added: 31.2](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex312_17.htm)] | |

| [Exhibit [removed: 10.241](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10241.htm)] [added: 32.1](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex321_25.htm)] | |

| [Exhibit [removed: 10.242](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10242.htm)] [added: 32.2](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex322_11.htm)] | |

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (this “Annual Report”), including (but not limited to) those contained in “Item 1.

Business;” “Item 1A.

Risk Factors;” “Item 2.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;” the “Impact of the COVID-19 Pandemic,” “Business Realignment Costs,” “Income Taxes,” “Outlook” (including segment outlooks), “Liquidity Outlook,” “Contractual Cash Obligations and Off-Balance Sheet Arrangements,” and “Critical Accounting Estimates” sections of “Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition;” and the “Description of Business Segments and Summary of Significant Accounting Policies,” “Long-Term Debt and Other Financing Arrangements,” “Income Taxes,” “Retirement Plans,” “Commitments” and “Contingencies” notes to the consolidated financial statements in “Item 8.

Financial Statements and Supplementary Data” 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, the risk factors identified above and the other risks and uncertainties you can find in our press releases and other Securities and Exchange Commission (“SEC”) filings.

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 2. Properties](#ITEM_2_PROPERTIES) | 34 |

| | |

| | |

| | |

| | |

| | |

| 0.700% Notes due 2022 | | FDX 22B | | New York Stock Exchange |

| 1.000% Notes due 2023 | | FDX 23A | | 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 |

| FINANCIAL SECTION | |

| [Table of Contents](#FINANCIAL_SECTION_TABLE_CONTENTS) | 54 |

| [Management’s Discussion and Analysis of Results of Operations and Financial Condition](#MANAGEMENTS_DISCUSSION_ANALYSIS_RESULTS_) | 55 |

| [Consolidated Financial Statements](#CONSOLIDATED_BALANCE_SHEETS) | 106 |

| [Other Financial Information](#QUANTITATIVE_QUALITATIVE_DISCLOSURES_ABO) | 148 |

| [Exhibit 10.243](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex10243.htm) | |

| [Exhibit 21](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/fdx-ex21_9.htm) | |

| [Exhibit 22](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex22.htm) | |

| [Exhibit 23](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/fdx-ex23_20.htm) | |

| [Exhibit 31.1](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/fdx-ex311_23.htm) | |

| [Exhibit 31.2](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/fdx-ex312_7.htm) | |

| [Exhibit 32.1](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/fdx-ex321_24.htm) | |

| [Exhibit 32.2](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/fdx-ex322_26.htm) | |

[removed: *Aircraft] [added: Aircraft] and [removed: Vehicles*][added: Vehicles]

As of May 31, [removed: 2020,] [added: 2021,] FedEx Express’s aircraft fleet consisted of the following:

| Description | | Owned | | | | [added: | |] Leased | | | | [added: | |] Total | | | | [added: | |] Maximum Gross Structural Payload (Pounds per Aircraft) | | | [added: | |]

| Boeing B777F | | | [removed: 40] | [added: 44] | | | [added: | | |] 3 | | | | [removed: 43] | | [added: 47] | | [added: | | | |] 233,300 | | [added: |]

| Boeing MD11 | | | [removed: 49] | [added: 50] | | | [removed: 8] | | | [added: 7] | [added: | | | | |] 57 | | | | [added: | |] 192,600 | | [added: |]

| Boeing MD10-30 | | | [added: |] 13 | | | | [added: | |] — | | | | [added: | |] 13 | | | | [added: | |] 175,900 | | [added: |]

| Boeing 767F | | | [removed: 86] | [added: 102] | | | [added: | | |] — | | | | [removed: 86] | | [added: 102] | | [added: | | | |] 127,100 | | [added: |]

| Airbus A300-600 | | | [removed: 46] | [added: 56] | | | [removed: 22] | | | [added: 12] | [added: | | | | |] 68 | | | | [added: | |] 106,600 | | [added: |]

| Boeing [removed: B757-200] [added: 757-200] | | | [added: |] 119 | | | | [added: | |] — | | | | [added: | |] 119 | | | | [added: | |] 63,000 | | [added: |]

| ATR-72 | | | [added: |] 21 | | | | [added: | |] — | | | | [added: | |] 21 | | | | [added: | |] 17,970 | | [added: |]

| ATR-42 | | | [removed: 25] | [added: 20] | | | [added: | | |] — | | | | [removed: 25] | | [added: 20] | | [added: | | | |] 12,070 | | [added: |]

| Cessna 208B | | | [added: |] 235 | | | | [added: | |] — | | | | [added: | |] 235 | | | | [added: | |] 2,830 | | [added: |]

At May 31, [removed: 2020,] [added: 2021,] FedEx Express operated approximately [removed: 79,000 vehicles (including approximately 11,000 owner-operated] [added: 87,000] vehicles [removed: that support TNT Express)] in its global network.

[removed: Aircraft] [added: *Aircraft] Purchase [removed: Commitments][added: Commitments*]

The following table is a summary of the number and type of aircraft we were committed to purchase as of July [removed: 16, 2020,] [added: 15, 2021,] with the year of expected delivery:

| | | Cessna SkyCourier 408 | | | | ATR 72-600F | | | | [removed: B767F] [added: B767F(1)] | | | | [removed: B777F(1)] [added: B777F(2)] | | | | Total | | |

| 2022 | | | 9 | | | | [removed: 7] [added: 9] | | | | [removed: 11] [added: 9] | | | | [removed: 5] [added: 3] | | | | [removed: 32] [added: 30] | |

| 2024 | | | 12 | | | | 6 | | | | [removed: 4] [added: 14] | | | | 4 | | | | [removed: 26] [added: 36] | |

| 2025 | | | 12 | | | | 6 | | | | [removed: —] [added: 10] | | | | 2 | | | | [removed: 20] [added: 30] | |

| Thereafter | | | [removed: 5] [added: —] | | | | [removed: 1] [added: —] | | | | — | | | | — | | | | [removed: 6] [added: —] | |

| [removed: (1)] [added: (2)] | As of July [removed: 16, 2020,] [added: 15, 2021,] our obligation to purchase [removed: six] [added: four] B777F aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the RLA. |

As of May 31, [removed: 2020,] [added: 2021,] we had [removed: $633] [added: $948] million in deposits and progress payments on aircraft purchases and other planned aircraft-related transactions.

See Note [removed: 17] [added: 18] of the accompanying consolidated financial statements for more information about our purchase commitments and options.

At May 31, [removed: 2020,] [added: 2021,] FedEx Express operated the following major sorting and handling facilities:

| Location | | Acres | | | | Square Feet | | | | Sorting Capacity (per hour)(1) | | | | Lessor | | Lease Expiration [added: Calendar] Year |

| Indianapolis, Indiana | | | 482 | | | | 2,509,000 | | | | [removed: 184,000] [added: 120,000] | | | Indianapolis Airport Authority | | [removed: 2054] [added: 2053] |

| Fort Worth, Texas | | | 168 | | | | 948,000 | | | | 76,000 | | | Fort Worth Alliance Airport Authority | | [removed: 2021] [added: 2041] |

| Oakland, California | | | 75 | | | | [removed: 448,935] [added: 587,700] | | | | 63,000 | | | [removed: City] [added: Port] of Oakland | | 2036 |

| Los Angeles, California | | | 34 | | | | 305,300 | | | | 57,000 | | | City of Los Angeles | | [removed: 2021/2025(3)] [added: 2025(3)] |

| Paris, France(5) | | | 111 | | | | 1,238,000 | | | | [removed: 63,000] [added: 52,000] | | | Aeroports de Paris | | 2048 |

| (3) | Property is held under two separate leases — [added: we are currently renewing] the lease for the sorting and handling facility [removed: expires] [added: that expired] in [removed: 2021,] [added: April 2021 on a month-to-month basis while a new lease is being negotiated,] and the lease for the ramp expansion expires in [added: calendar] 2025. |

As of May 31, [removed: 2020,] [added: 2021,] FedEx Express owned or leased [removed: 651] [added: 656] facilities for city station operations in the U.S. In addition, [removed: 517] [added: over 1,400] city stations are owned or leased throughout FedEx Express’s international network.

[removed: These] [added: The 40 hub] facilities are strategically located to cover the geographic [removed: areas] [added: area] served by [removed: TNT Express.][added: FedEx Ground.]

As of May 31, [removed: 2020,] [added: 2021,] FedEx Express had approximately [removed: 35,000] [added: 34,000] Drop Boxes.

FedEx Express customers can also ship from approximately [removed: 24,000] [added: 35,000] staffed drop-off locations, including FedEx Office stores and FedEx Authorized ShipCenters.

Internationally, FedEx Express had approximately [removed: 23,000] [added: 14,000] drop-off locations.

As of May 31, [removed: 2020,] [added: 2021,] FedEx Ground owned or leased [removed: 591] [added: 625] facilities, including [removed: 39] [added: 40] hubs.

In addition, approximately [removed: 77,000] [added: 96,000] vehicles owned or leased by service providers support FedEx Ground’s business.

Of the [removed: 428] [added: 538] facilities that supported FedEx Home Delivery as of May 31, [removed: 2020, 400] [added: 2021, 511] were co-located with existing FedEx Ground facilities.

The hub facilities average approximately [removed: 483,000] [added: 475,000] square feet and range in size from approximately 107,000 to 1,054,000 square feet.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ATR-72 600F | | | | 2 | | | | | | — | | | | | | 2 | | | | | | 19,290 | | |

| Total | | | | 662 | | | | | | 22 | | | | | | 684 | | | | | | | | |

\- 34 -

| 2026 | | | 5 | | | | 1 | | | | — | | | | — | | | | 6 | |

| Total | | | 50 | | | | 28 | | | | 46 | | | | 11 | | | | 135 | |

| (1) | On June 22, 2021, FedEx Express exercised options to purchase an additional 20 B767F aircraft, ten of which will be delivered in 2024 and ten of which will be delivered in 2025. These aircraft are reflected in the table above. As of July 15, 2021, our obligation to purchase two B767F aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the RLA. |

\- 35 -

| --- | --- |

\- 36 -

During 2020 we substantially completed projects across our European hub and station locations that allow interoperability between the ground networks for both FedEx Express and TNT Express packages.

We expect to complete the final phase of international air network interoperability in early calendar 2022.

See “Item 1.

Business” under “FedEx Express Segment—International Expansion” for additional information on the integration of TNT Express.

FedEx Ground is adding new and expanded facilities and automation solutions to optimize FedEx Ground network capacity.

See “Item 1.

Business—Business Segments—FedEx Ground Segment” of this Annual Report for additional information.

The FedEx OnSite network includes approximately 18,000 drop-off locations at Walgreens, Dollar General and Albertsons stores.

\- 37 -

\- 23 -

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Boeing MD10-10 | | | 12 | | | | — | | | | 12 | | | | 137,500 | |

| Total | | | 646 | | | | 33 | | | | 679 | | | | | |

| 2021 | | | — | | | | 4 | | | | 18 | | | | 2 | | | | 24 | |

| Total | | | 50 | | | | 30 | | | | 46 | | | | 15 | | | | 141 | |

\- 24 -

\- 25 -

As of May 31, 2020, TNT Express had over 1,000 facilities worldwide, including road hubs, air hubs, depots and office facilities.

The 39 hub facilities are strategically located to cover the geographic area served by FedEx Ground.

In response to the COVID-19 pandemic, we have temporarily closed a small number of FedEx Office stores, and are operating other FedEx Office stores at reduced hours.

During 2018, we entered into an agreement to place up to 500 new FedEx Office locations within select U.S. Walmart stores nationwide.

\- 26 -

Information regarding executive officers [removed: and all persons chosen to become executive officers] of FedEx is as follows:

| Frederick W. Smith Chairman of the Board and Chief Executive Officer [removed: and Director] | [removed: 75] [added: 76] | Chairman of the Board and Chief Executive Officer of FedEx since January 1998; Chairman of the Board of FedEx Express since 1975; President of FedEx from January 1998 to January 2017; Chairman of the Board, President and Chief Executive Officer of FedEx Express from April 1983 to January 1998; Chief Executive Officer of FedEx Express from 1977 to January 1998; and President of FedEx Express from June 1971 to February 1975. |

| Mark R. Allen Executive Vice President, General Counsel and Secretary | [removed: 64] [added: 65] | Executive Vice President, General Counsel and Secretary of FedEx since October 2017; Executive Vice President, General [removed: Counsel — Select] [added: Counsel—Select] of FedEx from September 2017 to October 2017; Senior Vice President, Legal International of FedEx Express from July 2010 to September 2017; Vice President, Legal — Europe, Middle East, Africa and Indian Subcontinent Region of FedEx Express from October 2000 to July 2010; Vice President, Legal — Asia Pacific of FedEx Express from 1996 to October 2000; and various legal positions with FedEx Express from 1982 to 1996. |

| Jill C. Brannon Executive Vice President — Chief Sales Officer | [removed: 57] [added: 58] | Executive Vice President — Chief Sales Officer of FedEx since March 2019; Senior Vice President, Sales — Europe, Middle East, Africa and Indian Subcontinent Region of FedEx Express from May 2016 to March 2019; Senior Vice President — Sales of FedEx Services from July 2006 to May 2016; Vice President — Sales of FedEx Services from July 2003 to June 2006; Vice President — Solutions of FedEx Services from July 2002 to June 2003; Vice President — Marketing of FedEx Services from June 2001 to June 2002; and various positions in sales, operations, marketing and strategic planning from 1985 to May 2002. |

| Brie A. Carere Executive Vice President — Chief Marketing and Communications Officer | [removed: 42] [added: 43] | Executive Vice President — Chief Marketing and Communications Officer of FedEx since January 2019; Senior Vice President, Global Portfolio Marketing of FedEx Services from October 2016 to December 2018; Vice President, Marketing, Customer Experience and Corporate Communications for FedEx Express Canada from October 2010 to October 2016; and various positions in marketing, customer experience and strategy with FedEx Express Canada from 2001 to October 2010. |

| Robert B. Carter Executive Vice President — FedEx Information Services and Chief Information Officer | [removed: 61] [added: 62] | Executive Vice President — FedEx Information Services and Chief Information Officer of FedEx since January 2007; Executive Vice President and Chief Information Officer of FedEx from June 2000 to January 2007; Corporate Vice President and Chief Technology Officer of FedEx from February 1998 to June 2000; Vice President — Corporate Systems Development of FedEx Express from September 1993 to February 1998; and Managing Director — Systems Development of FedEx Express from April 1993 to September 1993. Mr. Carter serves as a director of New York Life Insurance Company, a mutual life insurance company. |

| Donald F. Colleran President and Chief Executive Officer, FedEx Express | [removed: 64] [added: 65] | President and Chief Executive Officer of FedEx Express since March 2019; Executive Vice President — Chief Sales Officer of FedEx from January 2017 to March 2019; Executive Vice President — Global Sales of FedEx Services from 2006 to January 2017; Senior Vice President — International Sales from 2003 to 2006; Senior Vice President — Canada of FedEx Express from 2000 to 2003; Vice President — Sales/APAC from 1997 to 2000; and various management positions in sales with FedEx Express from 1989 to 1997. Mr. Colleran serves as a director of ABM Industries Incorporated, a provider of integrated facility solutions, and as a director of EastGroup Properties, Inc., an equity real estate investment trust. |

| [removed: Michael] [added: Michael] C. [removed: Lenz] [added: Lenz] Executive Vice President and Chief Financial [removed: Officer—Elect] [added: Officer] | [removed: 56] [added: 57] | [removed: Mr. Lenz will succeed Mr. Graf as] Executive Vice President and Chief Financial Officer of FedEx [removed: effective] [added: since] September [removed: 22,] 2020; Executive Vice President and Chief Financial Officer—Elect of FedEx [removed: since] [added: from] June [added: 2020 to September] 2020; Corporate Vice President and Treasurer of FedEx from February 2012 to May 2020; Staff Vice [removed: President—Strategic] [added: President — Strategic] Finance of FedEx from 2010 to February 2012; Vice [removed: President—Finance] [added: President — Finance] of FedEx Office from 2005 to 2010; and various positions in several finance and commercial areas including investor relations, financial planning and analysis, international planning and fleet planning at American Airlines, Inc. from 1994 to 2005. |

| John A. Smith President and Chief Executive Officer, FedEx [removed: Freight Corporation] [added: Ground] | [removed: 58] [added: 59] | President and Chief Executive Officer of FedEx [removed: Freight] [added: Ground] since [removed: August 2018;] [added: June 2021;] President and Chief Executive [added: Officer—Elect of FedEx Ground from March 2021 to May 2021; President and Chief Executive] Officer [removed: — Select] of FedEx Freight from [added: August 2018 to February 2021; President and Chief Executive Officer—Select of FedEx Freight from] May 2018 to August 2018; Senior Vice President — Operations of FedEx Freight from May 2015 to May 2018; Vice President — Safety, Fleet Maintenance and Facilities Services of FedEx Freight from June 2011 to May 2015; Vice President — Operations of FedEx National LTL, Inc. from April 2010 to June 2011; Vice President — Transportation/Fleet Maintenance of FedEx National LTL, Inc. from March 2008 to April 2010; and various management positions at FedEx Freight from 2000 to 2008. |

| Rajesh Subramaniam President and Chief Operating Officer and Director | [removed: 54] [added: 55] | President and Chief Operating Officer of FedEx since March 2019 and director of FedEx since January 2020; President and Chief Executive Officer of FedEx Express from January 2019 to March 2019; Executive Vice President — Chief Marketing and Communications Officer of FedEx from January 2017 to December 2018; Executive Vice President — Marketing & Communications of FedEx Services from 2013 to January 2017; Senior Vice President — Marketing from 2006 to 2013; Senior Vice President — Canada of FedEx Express from 2003 to 2006; Vice President — Marketing/APAC of FedEx Express from 2000 to 2003; Vice President — APAC, EC & CS of FedEx Express from 1999 to 2000; and various management and marketing analyst positions at FedEx Express from 1991 to 1999. Mr. Subramaniam serves as a director of First Horizon [removed: National] Corporation, a financial [removed: services] holding company. |

There is no arrangement or understanding between any executive officer [removed: or person chosen to become an executive officer] and any person, other than a director or executive officer of FedEx or of any of its subsidiaries acting [added: solely] in his or her official capacity, pursuant to which any executive officer [removed: or person chosen to become an executive officer] was selected.

\- 38 -

\- 39 -

| Lance D. Moll President and Chief Executive Officer, FedEx Freight | 51 | President and Chief Executive Officer of FedEx Freight since March 2021; Senior Vice President — Operations of FedEx Freight from May 2018 to February 2021; Vice President — Regional Operations of FedEx Freight from February 2015 to May 2018; Managing Director — District Operations of FedEx Freight from June 2003 to January 2015; and various positions with FedEx Freight from 1992 to 2003. |

\- 40 -

\- 27 -

| | | |

\- 28 -

| Alan B. Graf, Jr. Executive Vice President and Chief Financial Officer | 66 | Executive Vice President and Chief Financial Officer of FedEx since January 1998; Executive Vice President and Chief Financial Officer of FedEx Express from February 1996 to January 1998; Senior Vice President and Chief Financial Officer of FedEx Express from December 1991 to February 1996; Vice President and Treasurer of FedEx Express from August 1987 to December 1991; and various management positions in finance and a senior financial analyst at FedEx Express from 1980 to 1987. Mr. Graf will serve as Chief Financial Officer through September 21, 2020 and remain at FedEx as Executive Vice President and Senior Advisor until his retirement on December 31, 2020. He serves as a director of Mid-America Apartment Communities, Inc., a multifamily-focused real estate investment trust, and as a director of NIKE, Inc., a designer, developer and marketer of athletic footwear, apparel, equipment, accessories and services worldwide. |

| Henry J. Maier President and Chief Executive Officer, FedEx Ground | 66 | President and Chief Executive Officer of FedEx Ground since June 2013; Executive Vice President — Strategic Planning and Communications of FedEx Ground from September 2009 to June 2013; Senior Vice President — Strategic Planning and Communications of FedEx Ground from December 2006 to September 2009; Vice President — Marketing of FedEx Services from March 2000 to December 2006; Vice President — Marketing and Communications of FedEx Ground from June 1999 to March 2000; and various management positions in logistics, sales, marketing and communications with RPS, Inc. and Caliber Logistics, Inc. from 1986 to 1999. Mr. Maier serves as a director of Kansas City Southern, a transportation holding company that has railroad investments in the U.S., Mexico and Panama. |

\- 29 -

FedEx’s common stock is listed on the New York Stock Exchange under the symbol “FDX.” As of July [removed: 16, 2020,] [added: 15, 2021,] there were [removed: 11,643] [added: 11,600] holders of record of our common stock.

[removed: During the fourth quarter of 2020, we amended] [added: Effective March 16, 2021,] our amended and restated $2.0 billion five-year credit agreement and $1.5 billion 364-day credit agreement (together, the “Credit Agreements”) [removed: to, among other things, temporarily restrict] [added: no longer contain the temporary covenant added in the fourth quarter of 2020 restricting] us from increasing the amount of our quarterly dividend payable per share of common stock from $0.65 per share and repurchasing any shares of our common [removed: stock between May 27, 2020 and May 31, 2021.][added: stock.]

[removed: See Note 6] [added: Financial Statements and Supplementary Data”] of [removed: the accompanying consolidated financial statements] [added: this Annual Report] for additional information regarding the [removed: amendments to the] Credit Agreements.

There are no [removed: other] material restrictions on our ability to declare dividends, nor are there any material restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances.

We did not repurchase any shares of FedEx common stock during the fourth quarter of [removed: 2020.][added: 2021, and as of May 31, 2021 5.1 million shares remained authorized for purchase under our stock repurchase program.]

The [added: program, which is the only such] program [added: that currently exists,] does not have an expiration date.

See Note [removed: 1] [added: 7] of the accompanying consolidated financial statements [removed: for further discussion.][added: included in “Item 8.]

See Note 1 of the accompanying consolidated financial statements included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report for further discussion.

During the first quarter of 2022, we resumed repurchases under the January 2016 stock repurchase program.

As of July 15, 2021, 4.9 million shares remained authorized for purchase under the program.

As of July 16, 2020, 5.1 million shares remained authorized for purchase under the January 2016 stock repurchase program, which is the only such program that currently exists.

\- 30 -

The information required by Item 301 and Item 302 of Regulation S-K has been omitted as we have elected to early adopt the changes to Item 301 and Item 302 of Regulation S-K contained in SEC Release No. 33-10890.

Selected financial data as of and for the five years ended May 31, 2020 is presented on pages 149 through 150 of this Annual Report.

MANAGEMENT’S REPORT ON INTERNAL

CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended).

Our internal control over financial reporting includes, among other things, defined policies and procedures for conducting and governing our business, sophisticated information systems for processing transactions and a properly staffed, professional internal audit department.

Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting and actions are taken to correct all identified deficiencies.

Our procedures for financial reporting include the active involvement of senior management, our Audit Committee and our staff of highly qualified financial and legal professionals.

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of May 31, 2021, the end of our fiscal year.

Management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of May 31, 2021.

The effectiveness of our internal control over financial reporting as of May 31, 2021, has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K.

Ernst & Young LLP’s report on the Company’s internal control over financial reporting is included in this Annual Report on Form 10-K.

\- 74 -

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

FedEx Corporation

Opinion on Internal Control Over Financial Reporting

We have audited FedEx Corporation’s internal control over financial reporting as of May 31, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, FedEx Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, cash flows and changes in common stockholders’ investment for each of the three years in the period ended May 31, 2021, and the related notes and our report dated July 19, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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 Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Memphis, Tennessee

July 19, 2021

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

FedEx Corporation

Opinion on the Financial Statements

FedEx’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July 20, 2020 thereon, are presented on pages 106 through 147 of this Annual Report.

Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of May 31, [removed: 2020] [added: 2021] (the end of the period covered by this Annual Report).

[removed: The] [added: Management’s] report [added: on our internal control over financial reporting and the report] of Ernst & Young LLP with respect to our internal control over financial reporting [removed: is] [added: are] presented [removed: on page 102 of this Annual Report.][added: in “Item 8.]

[removed: During] [added: Due to] the [removed: fourth quarter of 2020,] [added: COVID-19 pandemic,] the majority of our accounting, finance and legal employees [removed: began] [added: continued] working [removed: remotely due to the COVID-19 pandemic, and the majority of such employees continue to work] remotely.

During our fiscal quarter ended May 31, [removed: 2020,] [added: 2021,] no change occurred in our internal control over financial [removed: reporting, including the new controls and developments described above,] [added: reporting] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Financial Statements and Supplementary Data” of this Annual Report.

Management’s report on our internal control over financial reporting is presented on page 101 of this Annual Report.

In the first quarter of 2020, we adopted Accounting Standards Update 2016-02, *Leases (Topic 842)*, and began implementing new systems and internal controls in conjunction with the new lease standard.

In addition, during the second quarter of 2020, we began implementing new internal controls in conjunction with the migration to an enterprise resource planning cloud-based financial system.

\- 31 -

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 control and sanctions laws, rules and regulations.

On April 15, 2021, the Treasury Department’s Office of Foreign Assets Control (“OFAC”) designated Positive Technologies, a Russian company, on the List of Specially Designated Nationals and Blocked Persons (“SDN List”) pursuant to Executive Order 13382.

We timely identified this company as a customer of TNT Express Worldwide (CIS) Limited Liability Company, a subsidiary of FedEx Express in Russia, and initiated termination of our customer relationship with Positive Technologies in accordance with our internal policies and procedures.

While this termination was pending, two shipments of printed documents from Positive Technologies were picked up on April 21 and 23, 2021, respectively, and delivered to Kazakhstan by TNT Express Worldwide (CIS) Limited Liability Company.

Additionally, one shipment of printed documents from Positive Technologies was picked up on April 14, 2021 and returned to the sender for operational reasons on April 22, 2021.

While these activities were in compliance with applicable laws, including the sanctions regulations administered by OFAC, they require disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934.

These shipments resulted in aggregate revenue of 7,354 Rubles (approximately €80 or $100), and aggregate profit of 2,989 Rubles (approximately €30 or $40).

TNT Express Worldwide (CIS) Limited Liability Company has completed its wind down of the customer relationship and will not be accepting future shipments to or from Positive Technologies.

\- 116 -

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Retirement of Director

On July 17, 2020, John A.

Edwardson provided notice of his decision to retire from the Board of Directors of FedEx, effective immediately before the next annual meeting of FedEx’s stockholders on September 21, 2020, and not stand for reelection.

Mr. Edwardson has served with distinction on the FedEx Board since 2003.

Compensatory Arrangements of Certain Officers

On July 17, 2020, the Compensation Committee of the Board of Directors of FedEx, upon the recommendation of the Chairman of the Board and Chief Executive Officer, approved the payment of a discretionary cash bonus of $575,000 to Alan B.

Graf, Jr., FedEx’s Executive Vice President and Chief Financial Officer, in recognition of Mr. Graf’s outstanding leadership during the COVID-19 pandemic.

\- 32 -

Information regarding members of the Board of Directors and certain other aspects of FedEx’s corporate governance (such as the procedures by which FedEx’s stockholders may recommend nominees to the Board of Directors and information about the Audit Committee, including its members and our “audit committee financial expert”) will be presented in FedEx’s definitive proxy statement for its [removed: 2020] [added: 2021] annual meeting of stockholders, which will be held on September [removed: 21, 2020,] [added: 27, 2021,] and is incorporated herein by reference.

[removed: Information regarding FedEx’s Code of Conduct is included above in Part I, Item 1] [added: Business”] of this Annual Report under the caption “Reputation and Responsibility — Governance.”

Information regarding FedEx’s Code of Conduct is included above in “Item 1.

Information regarding director and executive compensation will be presented in FedEx’s definitive proxy statement for its [removed: 2020] [added: 2021] annual meeting of stockholders, which will be held on September [removed: 21, 2020,] [added: 27, 2021,] and is incorporated herein by reference.

Information regarding security ownership of certain beneficial owners and management and related stockholder matters, as well as equity compensation plan information, will be presented in FedEx’s definitive proxy statement for its [removed: 2020] [added: 2021] annual meeting of stockholders, which will be held on September [removed: 21, 2020,] [added: 27, 2021,] and is incorporated herein by reference.

Information regarding certain relationships and transactions with related persons (including FedEx’s policies and procedures for the review and preapproval of related person transactions) and director independence will be presented in FedEx’s definitive proxy statement for its [removed: 2020] [added: 2021] annual meeting of stockholders, which will be held on September [removed: 21, 2020,] [added: 27, 2021,] and is incorporated herein by reference.

Information regarding the fees for services provided by Ernst & Young LLP during [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and the Audit Committee’s administration of the engagement of Ernst & Young LLP, including the Committee’s preapproval policies and procedures (such as FedEx’s Policy on Engagement of Independent Auditor), will be presented in FedEx’s definitive proxy statement for its [removed: 2020] [added: 2021] annual meeting of stockholders, which will be held on September [removed: 21, 2020,] [added: 27, 2021,] and is incorporated herein by reference.

\- 117 -

\- 33 -

FedEx’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July [removed: 20, 2020] [added: 19, 2021] thereon, are [removed: listed on page 54 and] presented [removed: on pages 106 through 147 of this Annual Report.][added: in “Item 8.]

FedEx’s “Schedule II — Valuation and Qualifying Accounts,” together with the report of Ernst & Young LLP dated July [removed: 20, 2020] [added: 19, 2021] thereon, is presented on pages [removed: 151] [added: 130] through [removed: 152] [added: 131] of this Annual Report.

| Exhibit Number | | Description of Exhibit | [removed: |]

| | | Certificate of Incorporation and Bylaws | [removed: |]

| 3.1 | | [Third Amended and Restated Certificate of Incorporation of FedEx. (Filed as Exhibit 3.1 to FedEx’s Current Report on Form 8-K dated September 26, 2011 and filed September 28, 2011, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000095012311087358/c22694exv3w1.htm) | [removed: |]

| 3.2 | | [Amended and Restated Bylaws of FedEx. (Filed as Exhibit 3.1 to FedEx’s Current Report on Form 8-K dated and filed March 11, 2019, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312519070944/d716336dex31.htm) | [removed: |]

| | | Long-Term Debt Instruments | [removed: |]

| [added: *] 4.1 | | [Description of Capital Stock and Debt [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000156459020032775/d911381dex41.htm) |] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex41_1639.htm)] |

| 4.2 | | [Indenture, dated as of August 8, 2006, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (formerly, The Bank of New York Trust Company, N.A.), as trustee. (Filed as Exhibit 4.3 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d3.htm) | [removed: |]

| 4.3 | | [Supplemental Indenture No. 3, dated as of July 27, 2012, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.5 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d5.htm) | [removed: |]

| 4.4 | | [Form of [removed: 2.625%] [added: 3.875%] Note due [removed: 2022.] [added: 2042.] (Included in Exhibit 4.5 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d5.htm) | [removed: |]

| [removed: 4.5] [added: 4.6] | | [Form of [removed: 3.875%] [added: 4.10%] Note due [removed: 2042.] [added: 2043.] (Included in Exhibit [removed: 4.5] [added: 4.1] to FedEx’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-3] [added: 8-K dated and] filed [removed: on September 19, 2012,] [added: April 11, 2013,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d5.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465913028579/a13-9497_3ex4d1.htm)] |

| [removed: 4.6] [added: 4.5] | | [Supplemental Indenture No. 4, dated as of April 11, 2013, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2013, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465913028579/a13-9497_3ex4d1.htm) | [removed: |]

| [removed: 4.7] [added: 4.8] | | [Form of [removed: 2.70%] [added: 4.900%] Note due [removed: 2023.] [added: 2034.] (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed [removed: April 11, 2013,] [added: January 9, 2014,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465913028579/a13-9497_3ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465914001332/a14-3184_1ex4d1.htm)] |

| [removed: 4.8] [added: 4.9] | | [Form of [removed: 4.10%] [added: 5.100%] Note due [removed: 2043.] [added: 2044.] (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed [removed: April 11, 2013,] [added: January 9, 2014,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465913028579/a13-9497_3ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465914001332/a14-3184_1ex4d1.htm)] |

| [removed: 4.9] [added: 4.7] | | [Supplemental Indenture No. 5, dated as of January 9, 2014, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2014, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465914001332/a14-3184_1ex4d1.htm) | [removed: |]

| [removed: 4.10] [added: 4.11] | | [Form of [removed: 4.000%] [added: 3.900%] Note due [removed: 2024.] [added: 2035.] (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, [removed: 2014,] [added: 2015,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465914001332/a14-3184_1ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm)] |

| [removed: 4.11] [added: 4.12] | | [Form of [removed: 4.900%] [added: 4.100%] Note due [removed: 2034.] [added: 2045.] (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, [removed: 2014,] [added: 2015,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465914001332/a14-3184_1ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm)] |

| [removed: 4.12] [added: 4.13] | | [Form of [removed: 5.100%] [added: 4.500%] Note due [removed: 2044.] [added: 2065.] (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, [removed: 2014,] [added: 2015,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465914001332/a14-3184_1ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm)] |

| [removed: 4.13] [added: 4.10] | | [Supplemental Indenture No. 6, dated as of January 9, 2015, between FedEx, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed January 9, 2015, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm) | [removed: |]

| [removed: 4.14] [added: 4.16] | | [Form of [removed: 3.200%] [added: 4.750%] Note due [removed: 2025.] [added: 2045.] (Included in Exhibit [removed: 4.1] [added: 4.2] to FedEx’s Current Report on Form 8-K dated and filed [removed: January 9,] [added: October 23,] 2015, and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915072361/a15-21267_15ex4d2.htm)] |

| [removed: 4.15] [added: 4.18] | | [Form of [removed: 3.900%] [added: 3.250%] Note due [removed: 2035.] [added: 2026.] (Included in Exhibit [removed: 4.1] [added: 4.2] to FedEx’s Current Report on Form 8-K dated and filed [removed: January 9, 2015,] [added: March 24, 2016,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916107370/a16-6758_15ex4d2.htm)] |

| [removed: 4.16] [added: 4.19] | | [Form of [removed: 4.100%] [added: 4.550%] Note due [removed: 2045.] [added: 2046.] (Included in Exhibit [removed: 4.1] [added: 4.2] to FedEx’s Current Report on Form 8-K dated and filed [removed: January 9, 2015,] [added: March 24, 2016,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916107370/a16-6758_15ex4d2.htm)] |

| [removed: 4.17] [added: 4.21] | | [Form of [removed: 4.500%] [added: 1.625%] Note due [removed: 2065.] [added: 2027.] (Included in Exhibit [removed: 4.1] [added: 4.2] to FedEx’s Current Report on Form 8-K dated and filed [removed: January 9, 2015,] [added: April 11, 2016,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916110700/a16-7683_14ex4d2.htm)] |

| [removed: 4.18] [added: 4.14] | | [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.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915072361/a15-21267_15ex4d1.htm) | [removed: |]

| [removed: 4.19] [added: 4.15] | | [Supplemental Indenture No. 1, dated as of October 23, 2015, 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 October 23, 2015, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915072361/a15-21267_15ex4d2.htm) | [removed: |]

| [removed: 4.20] [added: 4.28] | | [Form of [removed: 4.750%] [added: 4.200%] Note due [removed: 2045.] [added: 2028.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed October [removed: 23, 2015,] [added: 17, 2018,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915072361/a15-21267_15ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918062463/a18-36598_12ex4d2.htm)] |

| [removed: 4.21] [added: 4.17] | | [Supplemental Indenture No. 2, dated as of March 24, 2016, 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 March 24, 2016, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916107370/a16-6758_15ex4d2.htm) | [removed: |]

| [removed: 4.22] [added: 4.23] | | [Form of [removed: 3.250%] [added: 4.400%] Note due [removed: 2026.] [added: 2047.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed [removed: March 24, 2016,] [added: January 6, 2017,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916107370/a16-6758_15ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465917001091/a16-23446_13ex4d2.htm)] |

| [removed: 4.23] [added: 4.25] | | [Form of [removed: 4.550%] [added: 3.400%] Note due [removed: 2046.] [added: 2028.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed [removed: March 24, 2016,] [added: January 31, 2018,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916107370/a16-6758_15ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918005340/a18-3503_13ex4d2.htm)] |

| [removed: 4.24] [added: 4.20] | | [Supplemental Indenture No. 3, dated as of April 11, 2016, between FedEx, the Guarantors named therein, Wells Fargo Bank, National Association, as trustee, and Elavon Financial Services Limited, UK Branch, as paying agent. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2016, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916110700/a16-7683_14ex4d2.htm) | [removed: |]

| [removed: 4.25] [added: 4.36] | | [Form of [removed: 1.000%] [added: 4.250%] Note due [removed: 2023.] [added: 2030.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April [removed: 11, 2016,] [added: 7, 2020,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916110700/a16-7683_14ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000110465920044172/tm2014149d14_ex4-2.htm)] |

| 4.26 | | [Form of [removed: 1.625%] [added: 4.050%] Note due [removed: 2027.] [added: 2048.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed [removed: April 11, 2016,] [added: January 31, 2018,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916110700/a16-7683_14ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918005340/a18-3503_13ex4d2.htm)] |

| [removed: 4.27] [added: 4.22] | | [Supplemental Indenture No. 4, dated as of January 6, 2017, 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 6, 2017, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465917001091/a16-23446_13ex4d2.htm) | [removed: |]

| [removed: 4.28] [added: 4.29] | | [Form of [removed: 3.300%] [added: 4.950%] Note due [removed: 2027.] [added: 2048.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed [removed: January 6, 2017,] [added: October 17, 2018,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465917001091/a16-23446_13ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918062463/a18-36598_12ex4d2.htm)] |

| [removed: 4.29] [added: 4.50] | | [Form of [removed: 4.400%] [added: 2.400%] Note due [removed: 2047.] [added: 2031.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed [removed: January 6, 2017,] [added: April 29, 2021,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465917001091/a16-23446_13ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465921057616/tm2114231d1_ex4-2.htm)] |

| [removed: 4.30] [added: 4.24] | | [Supplemental Indenture No. 5, dated as of January 31, 2018, 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 31, 2018, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918005340/a18-3503_13ex4d2.htm) | [removed: |]

| 4.31 | | [Form of [removed: 3.400%] [added: 3.100%] Note due [removed: 2028.] [added: 2029.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed [removed: January 31, 2018,] [added: July 24, 2019,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918005340/a18-3503_13ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000110465919041603/a19-13242_1ex4d2.htm)] |

| [removed: 4.32] [added: 4.51] | | [Form of [removed: 4.050%] [added: 3.250%] Note due [removed: 2048.] [added: 2041.] (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed [removed: January 31, 2018,] [added: April 29, 2021,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918005340/a18-3503_13ex4d2.htm) |] [added: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465921057616/tm2114231d1_ex4-2.htm)] |

| [removed: 4.33] [added: 4.27] | | [Supplemental Indenture No. 6, dated as of October 17, 2018, 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 October 17, 2018, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918062463/a18-36598_12ex4d2.htm) | [removed: |]

Financial Statements and Supplementary Data” of this Annual Report.

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| 4.43 | | [Form of 0.450% Note due 2025. (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.)](http://www.sec.gov/Archives/edgar/data/0001048911/000110465919043983/a19-12945_23ex4d2.htm) | |

| 4.44 | | [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.)](http://www.sec.gov/Archives/edgar/data/0001048911/000110465919043983/a19-12945_23ex4d2.htm) | |

| 4.47 | | [Form of 4.250% Note due 2030. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 7, 2020, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000110465920044172/tm2014149d14_ex4-2.htm) | |

| 4.48 | | [Form of 5.250% Note due 2050. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 7, 2020, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000110465920044172/tm2014149d14_ex4-2.htm) | |

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| | | U.S. Postal Service Agreements | |

| *10.69 | | [Amendment dated October 15, 2013 (but effective as of September 30, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.1 to FedEx’s FY14 Second Quarter Report on Form 10-Q/A (Amendment No. 1), and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514057092/d675340dex101.htm) | |

| *10.71 | | [Amendment dated November 7, 2013 (but effective as of October 1, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.3 to FedEx’s FY14 Second Quarter Report on Form 10-Q/A (Amendment No. 1), and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514057092/d675340dex103.htm) | |

| *10.72 | | [Amendment dated November 7, 2013 (but effective as of December 15, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.4 to FedEx’s FY14 Second Quarter Report on Form 10-Q/A (Amendment No. 1), and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514057092/d675340dex104.htm) | |

| *10.73 | | [Amendment dated December 16, 2013 (but effective as of November 4, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.1 to FedEx’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514107986/d693794dex101.htm) | |

| *10.74 | | [Amendment dated December 16, 2013 (but effective as of December 2, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.2 to FedEx’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514107986/d693794dex102.htm) | |

| *10.75 | | [Amendment dated March 27, 2014 (but effective as of January 6, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.38 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514267851/d752614dex1038.htm) | |

| *10.76 | | [Amendment dated March 27, 2014 (but effective as of February 3, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.39 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514267851/d752614dex1039.htm) | |

\- 40 -

| *10.77 | | [Amendment dated March 27, 2014 (but effective as of March 3, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.40 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514267851/d752614dex1040.htm) | |

| *10.78 | | [Amendment dated April 16, 2014 (but effective as of March 31, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.41 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514267851/d752614dex1041.htm) | |

| *10.79 | | [Amendment dated May 27, 2014 (but effective as of April 28, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.42 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514267851/d752614dex1042.htm) | |

| 10.80 | | [Amendment dated May 27, 2014 (but effective as of May 14, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.43 to FedEx’s FY14 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514267851/d752614dex1043.htm) | |

| *10.84 | | [Amendment dated September 9, 2014 (but effective as of September 30, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.4 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514446673/d837996dex104.htm) | |

| *10.85 | | [Amendment dated September 9, 2014 (but effective as of June 27, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.5 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514446673/d837996dex105.htm) | |

| *10.86 | | [Amendment dated September 24, 2014 (but effective as of June 30, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.6 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514446673/d837996dex106.htm) | |

| *10.87 | | [Amendment dated September 30, 2014 (but effective as of July 28, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.7 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514446673/d837996dex107.htm) | |

| *10.88 | | [Amendment dated October 1, 2014 (but effective as of September 1, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.8 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514446673/d837996dex108.htm) | |

| *10.89 | | [Amendment dated September 30, 2014 (but effective as of September 29, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.9 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514446673/d837996dex109.htm) | |

| *10.90 | | [Amendment dated November 4, 2014 (but effective as of September 29, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.10 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514446673/d837996dex1010.htm) | |

| *10.91 | | [Amendment dated November 4, 2014 (but effective as of December 1, 2013), amending the USPS Transportation Agreement. (Filed as Exhibit 10.11 to FedEx’s FY15 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312514446673/d837996dex1011.htm) | |

| *10.92 | | [Amendment dated December 23, 2014 (but effective as of October 27, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.1 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312515098477/d890836dex101.htm) | |

| *10.93 | | [Amendment dated December 10, 2014 (but effective as of November 24, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.2 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312515098477/d890836dex102.htm) | |

| *10.94 | | [Amendment dated December 23, 2014 (but effective as of January 5, 2015), amending the USPS Transportation Agreement. (Filed as Exhibit 10.3 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312515098477/d890836dex103.htm) | |

\- 41 -

| *10.95 | | [Amendment dated February 19, 2015 (but effective as of December 1, 2014), amending the USPS Transportation Agreement. (Filed as Exhibit 10.4 to FedEx’s FY15 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312515098477/d890836dex104.htm) | |

| *10.96 | | [Amendment dated June 12, 2015 (but effective as of January 5, 2015), amending the USPS Transportation Agreement. (Filed as Exhibit 10.1 to FedEx’s FY16 First Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312515322538/d83643dex101.htm) | |

| *10.97 | | [Amendment dated June 16, 2015 (but effective as of February 2, 2015), amending the USPS Transportation Agreement. (Filed as Exhibit 10.2 to FedEx’s FY16 First Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312515322538/d83643dex102.htm) | |

| Dated: July [removed: 20, 2020] [added: 19, 2021] | By: | /s/ Frederick W. Smith | |

| /s/ Frederick W. Smith | | Chairman and Chief Executive | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ [removed: Alan B. Graf, Jr.] [added: Michael C. Lenz] | | Executive Vice President and | | July [removed: 20, 2020] [added: 19, 2021] |

| [removed: Alan B. Graf, Jr.] [added: Michael C. Lenz] | | Chief Financial Officer (Principal Financial Officer) | | |

| /s/ John L. Merino | | Corporate Vice President and Principal | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ Marvin R. Ellison | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ Susan Patricia Griffith | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ Kimberly A. Jabal | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ Shirley Ann Jackson | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ R. Brad Martin | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ Joshua Cooper Ramo | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ Susan C. Schwab | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ David P. Steiner | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ Rajesh Subramaniam | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

| /s/ Paul S. Walsh | | Director | | July [removed: 20, 2020] [added: 19, 2021] |

[added: |] Paul S. [added: Walsh | | | | |]

[removed: | [Consolidated Statements of Income Years Ended May] [added: FOR THE YEARS ENDED MAY] 31, [removed: 2020,] [added: 2021, 2020 AND] 2019 [removed: and 2018](#CONSOLIDATED_STATEMENTS_INCOME) | 108 |]

[added: |] 2020 [added: | | | 335 | | | | 33 | | | | — | | | | 33 | | | | 335 | |]

We have audited the [removed: accompanying] consolidated [removed: balance sheets] [added: financial statements] of FedEx Corporation (the Company) as of May 31, [removed: 2020] [added: 2021] and [removed: 2019, the related consolidated statements of income, comprehensive income, cash flows] [added: 2020,] and [removed: changes in common stockholders’ investment] for each of the three years in the period ended May 31, [removed: 2020,] [added: 2021,] and [removed: the related notes (collectively referred to as the “consolidated financial statements”).][added: have issued our report thereon dated July 19, 2021 included elsewhere in this Form 10-K.]

[removed: |] [added: July 19,] 2021 [removed: | $ | 49 | |]

| 2020 | | [removed: $] | 121 | | | [removed: $] | 442 | | | [removed: $] | — | | | [removed: $] | 388 | | (a) | | 175 | |

| 2020 | | [removed: $] | 179 | | | [removed: $] | — | | | [removed: $] | 1,286 | | (b) | [removed: $] | 1,250 | | (c) | [removed: $] | 215 | |

| 2021 | | $ | 175 | | | $ | 577 | | | $ | — | | | $ | 394 | | (a) | $ | 358 | |

| 2021 | | $ | 215 | | | $ | — | | | $ | 1,892 | | (b) | $ | 1,723 | | (c) | $ | 384 | |

| 2021 | | $ | 335 | | | $ | 38 | | | $ | — | | | $ | 24 | | | $ | 349 | |

\- 51 -

| --- | --- | --- | --- |

| --- | --- | --- | --- | --- |

| | | | | |

| /s/ John A. Edwardson | | Director | | July 20, 2020 |

| John A. Edwardson | | | | |

| /s/ John C. (“Chris”) Inglis | | Director | | July 20, 2020 |

| John C. (“Chris”) Inglis | | | | |

\- 52 -

Walsh

\- 53 -

FINANCIAL SECTION TABLE OF CONTENTS

| | PAGE |

| --- | --- |

| | |

| [Management’s Discussion and Analysis of Results of Operations and Financial Condition](#MANAGEMENTS_DISCUSSION_ANALYSIS_RESULTS_) | |

| [Overview of Financial Section](#OVERVIEW_FINANCIAL_SECTION) | 55 |

| [Results of Operations and Outlook](#RESULTS_OPERATIONS) | 57 |

| [Recent Accounting Guidance](#RECENT_ACCOUNTING_GUIDANCE) | 67 |

| [Reportable Segments](#REPORTABLE_SEGMENTS) | 67 |

| [FedEx Services Segment](#FEDEX_SERVICES_SEGMENT) | 67 |

| [FedEx Express Segment](#FEDEX_EXPRESS_SEGMENT) | 69 |

| [FedEx Ground Segment](#FEDEX_GROUND_SEGMENT) | 72 |

| [FedEx Freight Segment](#FEDEX_FREIGHT_SEGMENT) | 74 |

| [Financial Condition](#FINANCIAL_CONDITION) | 76 |

| [Liquidity](#LIQUIDITY) | 76 |

| [Capital Resources](#CAPITAL_RESOURCES) | 77 |

| [Guarantor Financial Information](#GUARANTOR_FINANCIAL_INFORMATION) | 78 |

| [Liquidity Outlook](#LIQUIDITY_OUTLOOK) | 78 |

| [Contractual Cash Obligations and Off-Balance Sheet Arrangements](#CONTRACTUAL_CASH_OBLIGATIONS_FBALANCE_SH) | 80 |

| [Other Business Matters](#OR_BUSINESS_MATTERS) | 81 |

| [Critical Accounting Estimates](#CRITICAL_ACCOUNTING_ESTIMATES) | 81 |

| [Retirement Plans](#RETIREMENT_PLANS) | 81 |

| [Income Taxes](#Income_Taxes) | 84 |

| [Self-Insurance Accruals](#SELFINSURANCE_ACCRUALS) | 85 |

| [Long-Lived Assets](#LONGLIVED_ASSETS) | 85 |

| [Legal and Other Contingencies](#CONTINGENCIES) | 87 |

| [Risk Factors](#RISK_FACTORS) | 88 |

| [Forward-Looking Statements](#FORWARDLOOKING_STATEMENTS) | 100 |

| Consolidated Financial Statements | |