FedEx (FDX) 10-K risk factor changes: FY2022 vs FY2021

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 [removed: condition] [added: 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 [removed: condition] [added: condition,] and the price of our common stock.

[removed: Macroeconomic] [added: Macroeconomic] and Market [removed: Risks][added: Risks]

[added: We are directly affected by the state of the global economy and geopolitical developments.] While macroeconomic risks apply to most companies, we are particularly vulnerable.

Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods [added: and the rate of growth of global trade] — key macroeconomic measurements influenced by, among other things, inflation and deflation, supply chain disruptions, interest rates and currency exchange rates, labor [removed: costs,] [added: costs and unemployment levels,] fuel and energy prices, [added: public health crises, inventory levels,] buying [removed: patterns,] [added: patterns and disposable income,] debt levels, [removed: credit availability] and [removed: disposable income.][added: credit availability.]

Certain [added: manufacturers and] retailers are making investments to [added: produce and] house goods in closer proximity to [removed: customers] [added: supply chains and consumers] in connection with [removed: the] recent [removed: growth in e-commerce demand,] [added: macroeconomic, geopolitical,] and [removed: we expect this trend to continue.][added: public health developments.]

[removed: In addition,] [added: Further,] we have a relatively high fixed-cost structure, which is difficult to quickly adjust to match shifting volume levels.

Additionally, we incurred higher costs due to labor market challenges in [removed: 2021,] [added: 2022,] and we expect such conditions to continue to be present in [removed: 2022.][added: 2023.]

For more information, see “Our failure to [removed: retain or] attract [added: and retain] 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.

[removed: Additional] [added: 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 [removed: operations.][added: operations. The U.S. government has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the U.S. Additionally, several foreign governments 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 [removed: policy] [added: policy, including tariffs, export controls, quotas, embargoes, or sanctions,] 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 [removed: those] tariffs [added: or other anti-trade measures] increase their prices, or in trading partners limiting their trade with countries that impose [removed: anti-trade] [added: such] measures.

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

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 [removed: operations] [added: operations,] and financial condition, as well as on the price of our common stock.

[removed: Our] [added: Our] transportation businesses are impacted by the price and availability of jet and vehicle [removed: fuel.][added: 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 [removed: may be] [added: is] impacted by fuel costs.

As of May 31, [removed: 2021,] [added: 2022,] we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

[removed: Weather-related events,] [added: The following factors may impact fuel supply and could result in shortages and price increases in the future: weather-related events;] natural [removed: disasters,] [added: disasters;] political disruptions or wars involving oil-producing [removed: countries,] [added: countries;] economic sanctions imposed against oil-producing countries or specific industry [removed: participants,] [added: participants;] changes in governmental policy concerning fuel production, transportation, [removed: taxes] [added: taxes,] or [removed: marketing,] [added: marketing;] changes in refining [removed: capacity,] [added: capacity;] environmental [removed: concerns, cyberattacks and other unpredictable events may impact fuel supply] [added: concerns; cyberattacks;] and [removed: could result in shortages] [added: public] and [removed: price increases in the future.][added: investor sentiment.]

[removed: Operating Risks][added: Operating Risks]

[removed: A] [added: A] significant data breach or other disruption to our technology infrastructure could disrupt our operations and result in the loss of critical confidential information, adversely impacting our reputation, [removed: business] [added: business,] or results of [removed: operations.][added: operations. Our ability to attract and retain customers, to efficiently operate our businesses, and to compete effectively depends in part upon the sophistication, security, and reliability of our technology network, including our ability to provide features of service that are important to our customers, to protect our confidential business information and the information provided by our customers, and to maintain customer confidence in our ability to protect our systems and to provide services consistent with their expectations.]

We are subject to risks imposed by data breaches and operational disruptions, including through cyberattack or cyber-intrusion, [removed: including] by computer hackers, foreign governments, cyber [removed: terrorists, cyber criminals] [added: terrorists] and [added: activists, cyber criminals,] malicious employees or other insiders of FedEx or third-party service [removed: providers.][added: providers, and other groups and individuals.]

Data breaches of companies and governments [removed: have increased in recent years] [added: continue to increase] as the number, [removed: intensity] [added: intensity,] and sophistication of attempted attacks and intrusions from around the world have increased and we, our [removed: customers] [added: customers,] and third parties increasingly store and transmit data by means of connected information technology systems.

Additionally, risks such as code anomalies, “Acts of God,” transitional challenges in migrating operating company functionality to our FedEx enterprise automation platforms, data leakage, [removed: cyber-fraud] [added: cyber-fraud,] and human error pose a direct threat to our products, services, [removed: systems] [added: systems,] and data and could result in unauthorized or block legitimate access to sensitive or confidential data regarding our operations, customers, [removed: employees] [added: employees,] and suppliers, including personal information.

See “Failure to successfully implement our business strategy and effectively respond to changes in market dynamics and customer preferences will cause our future financial results to suffer.” below for additional information on risks related to [removed: our recent acquisition of] ShopRunner and [removed: launch of] FedEx Dataworks.

Such third parties may host, [removed: process] [added: process,] or have access to information we maintain about our company, customers, [removed: employees] [added: employees,] and vendors or operate systems that are critical to our business operations and services.

Like us, these third parties are subject to risks imposed by data breaches, [removed: cyberattacks] [added: cyberattacks,] and other events or actions that could damage, [removed: disrupt] [added: disrupt,] or close down their networks or systems.

We have security processes, [removed: protocols] [added: protocols,] and standards in place, including contractual provisions requiring such security measures, that are applicable to such third parties and are designed to protect information that is held by them, or to which they have access, as a result of their engagements with us.

Nevertheless, a cyberattack could defeat one or more of such third parties’ security measures, allowing an attacker to obtain information about our company, customers, [removed: employees] [added: employees,] and vendors or disrupt our operations.

These third parties may also experience operational disruptions or human error that could result in unauthorized access to sensitive or confidential data regarding our operations, customers, [removed: employees] [added: employees,] and suppliers, including personal information.

The foregoing could harm our reputation and adversely impact our operations, customer [removed: service] [added: service,] and results of operations.

These types of adverse impacts could also occur in the event the confidentiality, [removed: integrity] [added: integrity,] or availability of company and customer information was compromised due to a data loss by FedEx or a trusted third party.

We have invested and continue to invest in technology security initiatives, information-technology risk management, business [removed: continuity] [added: continuity,] and disaster recovery plans, including investments to retire and replace end-of-life systems.

The development and maintenance of these measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly more frequent, [removed: intense] [added: intense,] and sophisticated.

Despite our efforts, we are not fully insulated from data breaches, technology disruptions, data [removed: loss] [added: loss,] and cyber-fraud, which could adversely impact our competitiveness and results of operations.

Additionally, we have experienced continual attempts by cyber criminals, some of which [removed: were] [added: have been] successful, to gain access to customer accounts for the purposes of fraudulently diverting and misappropriating items being transported in our network.

None of [removed: the WannaCry ransomware attack, unsecured server or] [added: these] fraudulent cyber activities caused a material disruption to our systems or resulted in any material costs to FedEx.

[removed: The] [added: The] continuing impact of the COVID-19 pandemic on our business, results of [removed: operations] [added: operations,] and financial condition is highly [removed: unpredictable.][added: unpredictable. Since late 2020, the COVID-19 pandemic has had varying impacts on the demand for our services, our business operations, and the global economy and supply chains.]

There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread in certain regions of the world and the extent and duration of measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, business and government [removed: shutdowns] [added: shutdowns,] and other restrictions.

This uncertainty is expected to continue to impact our business in [removed: 2022.][added: 2023.]

If we are unable to remain agile and continue to flex our networks to align with shipping volumes, customer needs, disrupted global supply chains and other network inefficiencies, market [removed: demands] [added: demands,] and operating conditions, or are unable to continuously respond to evolving governmental policies for the duration of a prolonged period of economic recovery, our business operations could be negatively impacted, which could have a further adverse effect on our results of operations.

Due to the size, [removed: scope] [added: scope,] and geographically dispersed nature of our operations, the expenses we incur to protect the health and safety of certain of our employees may be higher than similar expenses incurred by companies in other industries.

Additionally, consumer spending has shifted from goods to services.

We expect these trends to continue.

Moreover, given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including international taxes, government-to-government relations, the typically more volatile economies of emerging markets, and geopolitical risks such as the current conflict between Russia and Ukraine, may adversely affect our business and results of operations.

We have suspended all services in Ukraine, Russia, and Belarus, which has not had and is not expected to have a material impact on our business or results of operations.

The broader consequences of this conflict, which may include further sanctions, embargoes, regional instability, and geopolitical shifts; airspace bans relating to certain routes, or strategic decisions to alter certain routes; potential retaliatory action by the Russian government against companies, including us, as a result of the suspension of services in Russia, including nationalization of foreign businesses in Russia; increased tensions between the United States and countries in which we operate; and the extent of the conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted.

To the extent the current conflict between Russia and Ukraine adversely affects our business, it may also have the effect of heightening many other risks disclosed in this Annual Report, any of which could materially and adversely affect our business and results of operations.

Such risks include, but are not limited to, disruptions to our global technology infrastructure, including through cyberattack, ransom attack, or cyber-intrusion; adverse changes in international trade policies; our ability to maintain or increase our prices, including our fuel surcharges in response to rising fuel costs; our ability to implement and execute our business strategy, particularly with regard to our FedEx Express international business; disruptions in global supply chains, which can limit the access of FedEx and our service providers to vehicles and other key capital resources and increase our costs and could affect our ability to achieve our goal of carbon neutrality for our global operations by calendar 2040; our ability to maintain our strong reputation and the value of the FedEx brand; terrorist activities targeting transportation infrastructure; our exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets.

Geopolitical uncertainty negatively impacted operations at FedEx Express in 2022.

We expect slowing economic conditions during 2023.

Several of these factors combined to constrain fuel supply and increase prices in 2022, and we expect such conditions to continue to be present in 2023.

See “Item 1A.

Risk Factors” of our Annual Report on Form 10-K for the year ended May 31, 2021 for information regarding the 2017 NotPetya cyberattack at TNT Express and immaterial cyber incidents we experienced in 2017 and 2018.

The COVID-19 pandemic negatively impacted our operating results in 2022.

Global recovery from the impacts of the COVID-19 pandemic slowed with the onset of new variants, which resulted in reduced shipping demand and caused network disruptions, particularly at FedEx Express.

However, the use of any estimation technique in this area is inherently sensitive given the magnitude of claims involved and the length of time until the ultimate cost is known, which may be several years.

In 2015, a jury awarded compensatory damages of approximately $160 million to plaintiffs in connection with a personal injury and wrongful death lawsuit filed against FedEx Ground in New Mexico state court.

The award was subsequently affirmed by the New Mexico Court of Appeals and ultimately by the New Mexico Supreme Court in May 2022.

While our insurance carriers have funded the approximately $160 million base judgment in excess of FedEx Ground’s $7.5 million self-insured retention and insurance deductible, we are currently pursuing insurance coverage for reimbursement of approximately $210 million of pre- and post-judgment interest.

See Note 19 of the consolidated financial statements included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report for more information.

Failure to successfully implement our business strategy and effectively respond to changes in market dynamics and customer preferences will cause our future financial results to suffer. We are making significant investments and other decisions in connection with our long-term business strategy, such as investments in fleet and facility modernization and strategic investments to increase collaboration and automation and improve productivity, network efficiencies, and safety.

For example, in 2021 we announced a workforce reduction plan in Europe.

The execution of the plan is subject to a works council consultation process that will occur through 2023 in accordance with local country processes and regulations.

We may not be able to achieve our fiscal 2025 financial performance goals. In June 2022, we announced that FedEx is targeting certain financial performance goals for fiscal 2025.

Our ability to achieve these goals is dependent on a number of factors, including the other risk factors described in this section.

If we are not able to achieve these goals, the price of our common stock may be negatively affected.

Business” of this Annual Report under “FedEx Express Segment” for more information.

For example, Amazon.com has established a network of hubs, aircraft, and vehicles and has expressed an intention to offer its internal delivery capabilities broadly to third parties.

See “Item 1.

Business” of this Annual Report for additional information.

We regularly acquire businesses, enter into strategic alliances, and make investments across the more than 220 countries and territories in which we provide services.

In addition, we are currently in the process of migrating customers from services offered by TNT Express to the FedEx Express portfolio of services.

We have previously incurred goodwill impairment charges related to certain of our acquisitions, some of which have been material, and may incur additional goodwill impairment charges in the future.

Labor market challenges contributed to global supply chain disruptions and affected the availability and cost of labor resulting in network inefficiencies, higher purchased transportation costs, and higher wage rates in 2022.

We expect such conditions to continue to be present in 2023.

See “Item 7.

In June 2022, the Transport Workers Union filed an application with the National Mediation Board requesting an election to represent approximately 130 GOC specialists who perform flight dispatching functions in FedEx Express’s GOC center.

FedEx Express has raised objections to the application in its response.

In 2022, labor unions attempted to organize employees at businesses and in industries that have not traditionally been unionized, and in certain instances were successful.

Such attempts could continue in 2023.

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

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.

\- 23 -

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.

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.

Our ability to attract and retain customers, to efficiently operate our businesses, and to compete effectively depends in part upon the sophistication, security and reliability of our technology network, including our ability to provide features of service that are important to our customers, to protect our confidential business information and the information provided by our customers, and to maintain customer confidence in our ability to protect our systems and to provide services consistent with their expectations.

\- 24 -

For instance, in 2017 TNT Express worldwide operations were significantly affected due to the infiltration of an information-technology virus known as NotPetya.

In 2017 FedEx was one of many companies attacked by the rapidly spreading ransomware described as WannaCry that exploited vulnerability in a third-party software program and infected computers using that program, encrypting files and holding them for ransom.

During 2018, we discovered an unsecured server hosted by one of our third-party cloud service providers, which exposed some archived account information related to a service discontinued after our 2015 acquisition of Bongo International, LLC.

The server has been secured, and we have found no indication that any information has been misappropriated in connection with the incident.

The COVID-19 pandemic has had varying impacts on the demand for our services, our business operations and the global economy and supply chains.

We have experienced unprecedented demand for our residential delivery services, rivaling our peak holiday season traffic.

We have incurred increased costs associated with this demand and lower composite yields than our typical service mix.

In addition, demand for our commercial service offerings increased throughout 2021 as COVID-19 restrictions moderated globally while air freight capacity remained constrained.

\- 25 -

Certain financial and operating metrics that we reported for 2021 may not be indicative of results for future periods once the impact of the COVID-19 pandemic subsides.

We are self-insured up to certain limits that vary by type of risk for costs associated with workers’ compensation claims, vehicle accidents, property and cargo loss, general business liabilities and benefits paid under employee healthcare and disability programs.

Our reserves are established for estimates of loss on all incurred claims, including incurred-but-not-reported claims.

However, the use of any estimation technique in this area is inherently sensitive.

We are making significant investments and other decisions in connection with our long-term business strategy, such as investments in aircraft fleet modernization, strategic investments to increase capacity and improve productivity and safety, and the FedEx Express Indianapolis and Memphis hub modernization and expansion programs.

For example, in 2021 we announced proposals to resize our European workforce as FedEx Express nears the completion of the network integration of TNT Express, including through consultations with works council representatives from across the region.

The FedEx brand name symbolizes high-quality service, reliability and speed.

We make significant investments in aircraft, package handling facilities, vehicles, technology, sort equipment and other assets to support our transportation and business networks.

We face intense competition.

For example, Amazon.com is investing significant capital to establish a network of hubs, aircraft and vehicles.

Our strategy for long-term growth, productivity and profitability depends in part on our ability to make prudent strategic acquisitions, form joint ventures or strategic alliances and realize the expected benefits from these transactions.

We have acquired businesses in Europe, Latin America, Africa, the U.S., Asia and Australia over the past several years, including TNT Express.

Expected TNT Express integration costs have increased significantly since the acquisition was completed in 2016, and parts of the integration have taken longer than initially expected.

In order to fully leverage the capabilities that TNT Express adds to our portfolio, we must complete the final phase of FedEx Express and TNT Express international air network interoperability.

[removed: ORGANIZATION] [added: ORGANIZATION] OF [removed: INFORMATION][added: 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 [removed: Condition] [added: Condition,] and Critical Accounting Estimates.

[removed: | | • |] The overview is followed by a financial summary and analysis (including a discussion of both historical operating results and our outlook for [removed: 2022)] [added: 2023)] for each of our transportation segments. [removed: |]

[removed: | | • |] Our financial condition is reviewed through an analysis of key elements of our [removed: liquidity, capital resources] [added: liquidity] and [removed: contractual cash obligations, including a discussion of our cash flows, our] [added: capital resources,] financial [removed: commitments] [added: commitments,] and [removed: our] liquidity outlook for [removed: 2022. |][added: 2023.]

[removed: | | • |] 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. [removed: |]

Risk [removed: Factors”] [added: Factors,”] and “Item 8.

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

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

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

[removed: | | • |] the mix of services purchased by our customers; [removed: |]

[removed: | | • |] 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); [removed: |]

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

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

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

Except as otherwise specified, references to years indicate our fiscal year ended May 31, [removed: 2021] [added: 2022] or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.

References to our transportation segments include, collectively, the FedEx Express segment, the FedEx Ground [removed: segment] [added: segment,] and the FedEx Freight segment.

[removed: CONSOLIDATED RESULTS][added: CONSOLIDATED RESULTS]

| | | [removed: 2021(1)] [added: 2022(1)] | | | | [removed: 2020(1)] [added: 2021(1)] | | | | [removed: Percent Change] [added: Percent Change] | | | |

| Consolidated revenue | | $ | [removed: 83,959] [added: 93,512] | | | $ | [removed: 69,217] [added: 83,959] | | | | [removed: 21] [added: 11] | | |

| FedEx Express segment | | | [removed: 2,810] [added: 2,922] | | | | [removed: 996] [added: 2,810] | | | | [removed: 182] [added: 4] | | |

| FedEx Ground segment | | | [removed: 3,193] [added: 2,642] | | | | [removed: 2,014] [added: 3,193] | | | | [removed: 59] [added: (17] | [added: )] | |

| FedEx Freight segment | | | [removed: 1,005] [added: 1,663] | | | | [removed: 580] [added: 1,005] | | | | [removed: 73] [added: 65] | | |

| Corporate, [removed: other] [added: other,] and eliminations | | | [removed: (1,151] [added: (982] | ) | | | [removed: (1,173] [added: (1,151] | ) | | | [removed: 2] [added: 15] | | |

| Consolidated operating income | | | [removed: 5,857] [added: 6,245] | | | | [removed: 2,417] [added: 5,857] | | | | [removed: 142] [added: 7] | | |

| FedEx Express segment | | | [removed: 6.7] [added: 6.4] | % | | | [removed: 2.8] [added: 6.7] | % | | | [removed: 390] [added: (30] | [added: )] | bp |

| FedEx Ground segment | | | [removed: 10.5] [added: 8.0] | % | | | [removed: 8.9] [added: 10.5] | % | | | [removed: 160] [added: (250] | [added: )] | bp |

| FedEx Freight segment | | | [removed: 12.8] [added: 17.4] | % | | | [removed: 8.2] [added: 12.8] | % | | | 460 | | bp |

| Consolidated operating margin | | | [removed: 7.0] [added: 6.7] | % | | | [removed: 3.5] [added: 7.0] | % | | | [removed: 350] [added: (30] | [added: )] | bp |

| Consolidated net income | | $ | [removed: 5,231] [added: 3,826] | | | $ | [removed: 1,286] [added: 5,231] | | | | [removed: 307] [added: (27] | [added: )] | |

| Diluted earnings per share | | $ | [removed: 19.45] [added: 14.33] | | | $ | [removed: 4.90] [added: 19.45] | | | | [removed: 297] [added: (26] | [added: )] | |

The following table shows changes in revenue and operating results by reportable segment for [removed: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] (in millions):

| | | [removed: Year-over-Year Changes] [added: Year-over-Year Changes] | | | | | | |

| | | [removed: Revenue] [added: Revenue] | | | | [removed: Operating Results(1)] [added: Operating Results(1)] | | |

[removed: | FedEx] [added: FedEx] Express [removed: segment | | $ | 6,565 | | | $ | 1,814 | |][added: Segment Revenue]

[removed: | FedEx] [added: FedEx] Ground [removed: segment | | | 7,763 | | | | 1,179 | |][added: Segment Revenue]

[removed: | FedEx] [added: FedEx] Freight [removed: segment | | | 731 | | | | 425 | |][added: Segment Revenue]

| FedEx Services segment | | | [removed: 10] [added: 221] | | | | — | |

| Corporate, [removed: other] [added: other,] and eliminations | | | [removed: (327] [added: 1,161] | [removed: )] | | | [removed: 22] [added: 169] | |

[removed: | (1) |] The following is a summary of the effects of the (costs) benefits of certain [removed: key] items affecting our financial results [removed: (in millions)] for the years ended May [removed: 31: |][added: 31 (in millions):]

| [removed: Items] [added: Items] affecting Operating [removed: Income:] [added: Income:] | | | | | | | | |

Results of operations includes an overview of our consolidated 2022 results compared to 2021 results.

This section also includes a discussion of key actions and events that impacted our results, as well as our outlook for 2023.

Discussion and analysis of 2020 results and year-over-year comparisons between 2021 results and 2020 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, 2021.

| | | | | | | | | | | | | | |

| | | $ | 9,553 | | | $ | 388 | |

(1)

| FedEx Ground legal matter | | | (210 | ) | | | — | |

| | | $ | (620 | ) | | $ | (326 | ) |

| | | | | | | | | |

| | | $ | (1,199 | ) | | $ | 598 | |

We experienced revenue and operating income growth in 2022 resulting from yield management actions, including the favorable net impact of fuel at all of our transportation segments.

In addition, our results were positively affected by a mix shift to our higher yielding services due to strategic actions to improve revenue quality.

Lower variable incentive compensation expense, as well as severe winter weather experienced in the prior year, also benefited year-over-year operating income in 2022.

Our operating results for 2022 were negatively affected by the coronavirus (“COVID-19”) pandemic, labor market challenges, and inflationary cost pressures.

Labor market challenges contributed to global supply chain disruptions and affected the availability and cost of labor resulting in network inefficiencies, higher purchased transportation costs, and higher wage rates.

In addition, global recovery from the impacts of the COVID-19 pandemic slowed with the onset of new variants, which resulted in reduced shipping demand and caused network disruptions, particularly at FedEx Express during 2022.

Our 2022 results also include a $210 million charge ($160 million, net of tax, of $0.60 per diluted share) recognized in the fourth quarter related to pre- and post-judgment interest in connection with a FedEx Ground legal matter.

Net income for 2022 includes a $142 million ($0.53 per diluted share) tax benefit related to revisions of prior year estimates identified during the preparation of U.S. and foreign tax returns.

In December 2021, our Board of Directors authorized a new stock repurchase program of up to $5 billion of FedEx common stock (in addition to a 25 million share repurchase program authorized in 2016), and we entered into an accelerated share repurchase (“ASR”) agreement with a bank to repurchase an aggregate of $1.5 billion of our common stock.

Share repurchases had a benefit of $0.13 per diluted share in 2022.

(1)

International domestic average daily package volume relates to our international intra-country operations.

(2)

Ground commercial average daily volume is calculated on a 5-day-per-week basis, while home delivery and economy average daily package volumes are calculated on a 7-day-per-week basis.

2020 and 2021 statistical information has been revised to conform to the current year presentation.

Total FedEx Ground average daily volume was 8,952 for 2019.

(3)

(1)

International domestic revenue per package relates to our international intra-country operations.

(2)

Revenue increased 11% in 2022 primarily due to yield management actions, including higher fuel surcharges, as well as commercial and home delivery volume growth at FedEx Ground and volume growth at FedEx Freight.

In addition, we experienced severe winter weather in the prior year which positively affected the year-over-year comparisons in 2022.

Revenue at FedEx Express increased 9% in 2022 due to global package and international priority freight yield improvement, partially offset by decreased international and U.S. domestic package volume, as well as lower U.S. average daily freight pounds.

At FedEx Ground, revenue increased 9% in 2022 primarily due to yield improvement, two additional ground commercial operating days, a mix shift to higher-yielding services, and growth in our commercial services.

Revenue at Corporate, other, and eliminations increased 33% in 2022 primarily due to higher yields at FedEx Logistics, Inc. (“FedEx Logistics”) as a result of market capacity constraints related to the COVID-19 pandemic.

*Fuel Surcharges*

| | | | | | | | | | | | | | | | | | | | | |

(1)

(2)

| | • | 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. |

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

\- 41 -

\- 42 -

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

| | | $ | 14,742 | | | $ | 3,440 | |

| --- | --- |

| | | 2021 | | | | 2020 | | |

| Goodwill and other asset impairment charges | | | — | | | | (435 | ) |

| | | $ | (326 | ) | | $ | (705 | ) |

| | | $ | 598 | | | $ | (583 | ) |

Volume growth, reflecting increased e-commerce demand accelerated by the coronavirus (“COVID-19”) pandemic, as well as yield improvement related to pricing initiatives, drove strong revenue and operating income growth in 2021.

Increased operating expenses to support unprecedented levels of demand for our services in the COVID-19 pandemic environment, including higher labor costs, costs related to operating our air network to support higher demand in key international supply chains and higher costs associated with operating our seven-day-per-week network at FedEx Ground, were incurred in 2021.

See the “Impact of the COVID-19 Pandemic” section below for further information regarding the pandemic’s impact on our business.

\- 43 -

Our consolidated operating income improved during 2021 due to international export and U.S. domestic package volume growth at FedEx Express, residential volume growth at FedEx Ground and pricing initiatives across all of our transportation segments.

Higher variable incentive compensation expense negatively impacted year-over-year operating income comparisons in 2021 by approximately $1.3 billion, as maximum attainment levels were achieved for team members in our primary annual incentive programs.

In the fourth quarter of 2020, we recognized $369 million ($366 million, net of tax, or $1.40 per diluted share) of goodwill and other asset impairment charges associated with the FedEx Office and Print Services, Inc. (“FedEx Office”) and FedEx Logistics, Inc. (“FedEx Logistics”) operating segments.

Our 2020 results also include $66 million ($50 million, net of tax, or $0.19 per diluted share) of asset impairment charges associated with the decision to permanently retire certain aircraft and related engines at FedEx Express.

In 2020, we recognized a tax benefit of $133 million ($0.51 per diluted share) from the reduction of a valuation allowance on certain foreign tax loss carryforwards and a tax benefit of $71 million ($0.27 per diluted share) related to the CARES Act.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic had a profound impact on our industry throughout 2021, resulting in unprecedented demand for our residential delivery services, rivaling our peak holiday season traffic.

In addition, demand for our commercial service offerings increased throughout the year as COVID-19 restrictions moderated globally.

During 2021, we were able to flex our networks and make adjustments as needed to accommodate increased volumes under current operating conditions; however, we incurred elevated operating expenses to support demand for our services in the COVID-19 pandemic environment.

Our business is labor and capital intensive in nature, which required us to incur higher costs to operate our networks during the pandemic, including increased wage rates and costs for additional personnel in place to support our operations and meet regulatory requirements.

The safety of our team members, our customers and the communities in which we operate is our top priority, and we took, and continue to take, 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.

In connection with this, we incurred increased operating expenses related to personal protective equipment and medical/safety supplies, as well as additional security and cleaning services, in order to protect our team members and customers during the COVID-19 pandemic, of approximately $255 million in 2021 and approximately $125 million in 2020.

As a response to these increased costs, we implemented various pricing initiatives throughout 2021 to mitigate the negative impact of the change in our operating expense profile.

We also took certain actions during 2021 to improve our liquidity and strengthen our financial position, given the uncertainty caused by the COVID-19 pandemic.

We used the proceeds of the senior unsecured debt offerings during the fourth quarter of 2021 to redeem $5.8 billion of our existing debt, which eliminated near-term debt obligations taken on during the early stages of the COVID-19 pandemic.

At the height of the pandemic, Congress passed the CARES Act, which provided financial relief to businesses to help them survive the economic impact while continuing to employ workers and keep the U.S. economy moving.

During 2021, we recorded an income tax benefit of $279 million related to the CARES Act provision allowing tax losses to be offset against income from prior years and a pre-tax benefit of approximately $165 million from the excise tax holiday that expired on December 31, 2020.

We expect continued uncertainty in our business and the global economy due to the duration and spread of the COVID-19 pandemic, the success of efforts to contain it and treat its impact, the possibility of additional subsequent widespread outbreaks, the resulting effects on the economic conditions in the global markets in which we operate, the future rate of e-commerce growth and the timeline for recovery of passenger airline cargo capacity.

Revenue increased 21% in 2021 primarily due to volume growth in residential delivery services at FedEx Ground and U.S. domestic package volume growth at FedEx Express, both reflecting increased e-commerce demand accelerated by the COVID-19 pandemic.

International export package volume growth at FedEx Express, as well as pricing initiatives across all of our transportation segments, also contributed to the increase in revenue during 2021.

At FedEx Ground, revenue increased 34% in 2021 primarily due to residential delivery volume growth.

Revenue at FedEx Express increased 18% in 2021 due to international export and U.S. domestic package volume growth.

International export volume increased in 2021 driven by strong demand for international priority shipments due to air freight capacity constraints.

Goodwill and Other Asset Impairment Charges

In 2020, we recorded goodwill impairment charges of $358 million predominantly attributable to our FedEx Office reporting unit.

[added: *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 [removed: $23.1] [added: $18.8] billion at May 31, [removed: 2021] [added: 2022] and outstanding fixed- and floating-rate long-term debt (exclusive of finance leases) with an estimated fair value of [removed: $22.8] [added: $23.1] billion at May 31, [removed: 2020.][added: 2021.]

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 [removed: $507] [added: $518] million as of May 31, [removed: 2021] [added: 2022] and approximately [removed: $303] [added: $507] million as of May 31, [removed: 2020.][added: 2021.]

[added: *FOREIGN CURRENCY.*] While we are a global provider of transportation, [removed: e-commerce] [added: 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, [removed: Australian dollar,] Hong Kong dollar, [removed: Mexican peso,] [added: Australian dollar,] Japanese [removed: yen] [added: yen,] and [removed: Brazilian real.][added: Mexican peso.]

Foreign currency fluctuations had a slightly [removed: negative] [added: positive] impact on operating income in [removed: 2021] [added: 2022] and a slightly [removed: positive] [added: negative] impact on operating income in [removed: 2020.][added: 2021.]

At May 31, [removed: 2021,] [added: 2022,] 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 [removed: an increase] [added: a decrease] in expected operating income of [removed: $121] [added: approximately $50] million for [removed: 2022.][added: 2023.]

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 [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

[added: *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.

See the “Critical Accounting Estimates — Retirement Plans” section of “Item 7.

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

\- 70 -

\- 71 -

INTEREST RATES.

FOREIGN CURRENCY.

COMMODITY.

\- 73 -

[removed: Overview][added: Overview]

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

[removed: | | • |] [added: -] FedEx Express: Federal Express Corporation (“FedEx 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. [removed: |]

[removed: | | • | FedEx Ground:] FedEx Ground [removed: 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. [removed: FedEx Ground Economy specializes in the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages. |]

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

[removed: | | • |] [added: -] 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 operating segments. [removed: |]

The FedEx Office and Print Services, Inc. (“FedEx Office”) operating segment provides document and business services and retail access to our package transportation [removed: businesses.][added: businesses and 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 & Brokerage”) and integrated supply chain management solutions through FedEx Supply Chain Distribution System, Inc. (“FedEx Supply Chain”).]

[removed: Additionally, the] [added: The] FedEx [removed: Logistics, Inc. (“FedEx Logistics”)] [added: Logistics] operating segment [removed: provides customs brokerage] [added: plays a key role within the FedEx portfolio with a comprehensive suite of integrated logistics solutions, providing air] and [removed: global] ocean [added: cargo transportation, specialty transportation, customs brokerage,] and [removed: air freight forwarding] [added: trade management tools and data] through FedEx Trade Networks Transport & Brokerage, [removed: Inc. (“FedEx Trade Networks Transport & Brokerage”)] [added: as well as third party logistics] and [removed: integrated] supply chain [removed: management] solutions through FedEx Supply [removed: Chain Distribution System, Inc. (“FedEx Supply Chain”).][added: Chain.]

FedEx [removed: Office] [added: Office, FedEx Logistics,] and FedEx [removed: Logistics] [added: Dataworks] are included in “Corporate, [removed: other] [added: other,] and eliminations” in our segment reporting.

For more information about FedEx [removed: Office and] [added: Office,] FedEx Logistics, [added: and FedEx Dataworks,] please see “FedEx Office Operating [removed: Segment” and] [added: Segment,”] “FedEx Logistics Operating [added: Segment,” and “FedEx Dataworks Operating] Segment.”

Management’s Discussion and Analysis of Results of Operations and Financial Condition” of this Annual [removed: Report.][added: Report for more information.]

Detailed information about our services, e-commerce tools and solutions, and [removed: citizenship efforts] [added: environmental, social, and governance (“ESG”) initiatives] can be found on our website.

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

We encourage investors, the [removed: media] [added: media,] and others interested in FedEx to visit this website from time to time, as information is updated and new information is posted.

[removed: Strategy][added: Strategy]

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

As a result, we base decisions on capital [removed: investment, expansion of delivery, information technology and retail networks,] [added: investment] and service additions or enhancements upon achieving the highest overall long-term return on capital for our business as a whole.

Volatility, [removed: uncertainty] [added: uncertainty,] and evolution have become the norms in the global transportation market, and we are able to use our flexibility to accommodate changing conditions in the global [removed: economy, including the continued growth of e-commerce.][added: economy.]

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

Innovation inspired our start at FedEx nearly 50 years ago, and it is fueling our [removed: future.][added: future as we combine logistics with digital intelligence.]

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

To fully harness the power of this data, [removed: during 2021 we launched] FedEx [removed: Dataworks, a new organization] [added: Dataworks is] 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 [removed: increasing capabilities and products] [added: leveraging the power of technology to make supply chains smarter for everyone] through sensor-based [removed: technologies and] [added: technologies,] providing enhanced visibility and predictive [removed: capabilities.][added: capabilities, and enhancing sortation technology.]

See “FedEx Services Segment — Customer-Driven Technology” [added: and “FedEx Dataworks Operating Segment”] below for more [removed: information on FedEx SenseAware ID, FedEx Surround and other FedEx innovations.][added: information.]

We are committed to making our workplaces and communities safer for our team members, [removed: customers] [added: customers,] and the public.

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

Through our global transportation, information [removed: technology] [added: technology,] and retail networks, we help to facilitate an ongoing and unprecedented expansion of customer access — to goods, [removed: services] [added: services,] and information.

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

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

During [removed: 2021] [added: 2022] and early [removed: 2022,] [added: 2023,] we have introduced a number of innovative solutions, advanced important long-term business [removed: initiatives] [added: initiatives,] and made other important investments that benefit our customers, team [removed: members] [added: members,] and communities, including:

[removed: | | • | Expanding] FedEx Ground [added: provides] seven-day-per-week residential delivery [removed: coverage] to virtually all of the U.S. population. [removed: |]

[removed: Reputation] [added: Reputation] and [removed: Responsibility][added: Responsibility]

Among the many reputation awards we received during [removed: 2021,] [added: 2022,] FedEx ranked 16th in *FORTUNE* magazine’s “World’s Most Admired Companies” list — the [removed: 21st] [added: 22nd] 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.

[removed: For example,] FedEx was [added: also] listed as one of “America’s Best Large Employers” and one of “America’s Best Employers for Diversity” by *Forbes* in 2021.

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

Our [removed: 2021] [added: 2022] ESG Report is available at *fedex.com/en-us/sustainability/reports.html*.

[removed: Human] [added: Human] Resource [removed: Management][added: Management]

[removed: Our Culture][added: *Our Culture*]

Across the globe, our [removed: 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.

[removed: Our] [added: Ultimately, our] success depends on the talent, [removed: dedication] [added: dedication,] and well-being of our people.

- FedEx Ground: FedEx Ground Package System, Inc. (“FedEx Ground”) is a leading North American provider of small-package ground delivery services.

FedEx Ground 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 transportation services across all lengths of haul to businesses and residences.

FedEx Freight also offers freight delivery service to most points in Puerto Rico and the U.S. Virgin Islands.

Additionally, the FedEx Dataworks, Inc. (“FedEx Dataworks”) operating segment, including ShopRunner, Inc. (“ShopRunner”), is focused on creating solutions to transform the digital and physical experiences of our customers and team members.

Our business is currently undergoing a transformation to enable increased collaboration between FedEx Express, FedEx Ground, and FedEx Freight by enhancing asset utilization to move packages seamlessly through the network, improve customer experience, and reduce our cost to serve.

We will continue to look comprehensively at all assets in our network, including stations, hubs, and equipment, to put the right package in the right network at the best service for our customers.

This foundation provides an immense amount of data we can use to build better insights, improve the customer experience and differentiate our service offering, and improve our operational efficiency by optimizing our existing physical capacity and staffing.

- Continuing to increase collaboration across our operating companies to utilize our air and ground networks in a more efficient manner.

- Implementing technology to enhance sortation efficiency, optimize staffing, and improve safety at FedEx Ground, as well as dimension-in-motion (”DIM”), radio frequency identification, and other technology at FedEx Freight.

- Providing in-kind shipping and other humanitarian aid in response to the conflict in Ukraine and the shortage of infant formula in the U.S.

- Partnering with Microsoft Corporation (“Microsoft”), Adobe Inc. (“Adobe”), Salesforce, Inc. (“Salesforce”), and FourKites, Inc. (“FourKites”) to create innovative solutions that help our customers increase their efficiency, competitiveness, and supply chain visibility.

- Announcing the launch of Picture Proof of Delivery for express and ground residential deliveries in the U.S. and Canada that are released without a signature in advance of the 2023 holiday peak season.

- Entering into a strategic alliance with Delhivery Limited (“Delhivery”), a leading logistics and supply chain services company in India.

- Expanding our agreement to purchase electric vehicles from General Motors’ BrightDrop in furtherance of our goal to achieve carbon neutrality for our global operations by calendar 2040.

- Further exploring the use of autonomous technologies by beginning a pilot program to test autonomous driving technology within FedEx linehaul operations.

- Launching a new, enterprise-wide culture framework.

We also retained our position as the highest ranked delivery company on the “World’s Most Admired Companies” list.

For example, FedEx was named to *FORTUNE* magazine’s list of the “100 Best Companies to Work For” in the U.S. in 2022.

In 2022 we launched the FedEx-HBCU Student Ambassador Program, which will prepare students at Historically Black Colleges and Universities to be future leaders by interacting with FedEx executives and building leadership and career-ready skills.

Our global team of innovators and collaborators are committed to bringing this concept to life by:

- Prioritizing safety.

- Taking care of our team members.

- Embracing Diversity, Equity, and Inclusion (“DEI”) so everyone feels appreciated and valued.

- Delivering excellence and value for our customers and stockholders.

- Acting with integrity in all that we do.

- Supporting our communities.

- Helping shape a better world.

- Growing profitably to reinvest in our team members and business.

In 2022, we launched a new, enterprise-wide culture framework built on five values: take care of each other, commit to do good, own outstanding, drive business results, and create what’s next.

These fundamental values apply to all roles and operating companies within FedEx and define FedEx culture to ensure every team member is working to keep FedEx at the forefront of where now meets next.

The Governance, Safety, and Public Policy Committee of our Board of Directors oversees our safety strategies, policies, programs, and practices.

| | |

| --- | --- |

In 2021, we expanded the LiFE program by adding a mentoring component and extending coverage to over 100 majors and concentrations.

The program currently has more than 2,000 enrolled employee participants.

In cooperation with key organizations, we are working to advance opportunities for team members from a variety of backgrounds to build a workforce reflective of the world and the communities we serve.

For example, FedEx Express has launched OnDeck, a training and development program that provides frontline workers with skills to prepare for management roles.

All surveys included DEI questions in 2021, such as “I am treated with respect and dignity at work” (88% favorability rating) and “FedEx has an environment where people of diverse backgrounds are welcome” (86% favorability rating), to capture team member perspectives on inclusion in the workplace.

FedEx Ground, our most diverse employee population, also added DEI as a standard goal in the 2022 team member annual performance review process.

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

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

As an essential business, FedEx has kept the 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 as our top priority.

For more information about the COVID-19 pandemic and its effect on FedEx’s business, results of operations and financial condition, see “Item 1A.

Risk Factors” and “Item 7.

To that end, we continue to modernize our aircraft fleet with more fuel efficient and lower-emission aircraft, expand our operations at FedEx Ground where we continue to see growing package volumes, realign our systems and develop innovative service offerings.

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

For example, last-mile optimization, the delivery of certain U.S. day-definite FedEx Express packages by FedEx Ground, allows us to increase efficiency and lower our 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.

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

| | • | 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. |

| | • | 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 pandemic. |

| | • | 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. |

| | • | Completing the integration of FedEx Ground Economy (formerly FedEx SmartPost) packages previously given to the U.S. Postal Service (“USPS”) into FedEx Ground standard operations. |

| | • | 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. |

| | | |

The COVID-19 pandemic took an unprecedented toll on the emotional and mental welfare of many.

Due to the COVID-19 pandemic, many of our team members moved to remote work settings.

FedEx Cares, our global community engagement program, is one way we work to connect people and possibilities.

We provide financial contributions, in-kind charitable shipping services and team member volunteering to help non-profit organizations achieve their goals and make a measurable impact on the world.

We focus our effort in the following three areas:

| | • | *Sustainable Logistics*: Helping scale existing solutions and investing in new ideas to improve mobility, reduce congestion and decrease pollution in communities around the world. |

In 2021 we announced the launch of the FedEx E-Commerce Learning Lab, which is designed to help diverse small business owners looking to develop or expand their e-commerce operations, with a focus on women and entrepreneurs of color.

Our “Practical Sustainability” philosophy and “Reduce, Replace, Revolutionize” approach guide our environmental strategy across three key areas of our environmental footprint: our aviation fleet, our vehicle fleet and our facilities.

Throughout FedEx, team members are encouraged to implement our sustainability strategy and achieve our goals.

We equip team members with a variety of internal programs to advance our progress in reducing fuel emissions, energy use and waste in the workplace.

These two initiatives saved more than 255 million gallons of jet fuel and avoided more than 2.0 million metric tons of carbon dioxide equivalent emissions in 2020.

However, in 2020, we achieved a 27% reduction in aircraft emissions intensity since 2005 through a combination of our aircraft fleet modernization and operational programs.

Our zero-emission FedEx SameDay Bot and pilot drone delivery service, which are discussed in more detail below under “FedEx Services Segment — Customer-Driven Technology,” have potential to serve as environmentally friendly alternatives for last-mile residential package deliveries.

We also continue to leverage the efficiency of intermodal rail transport for long-haul shipping at FedEx Ground and FedEx Freight, and promote the use of electric vehicles and alternative fuels by independent service providers in our shipping network.

Additionally, we are working with manufacturers to test and pilot zero-emission vehicle technology for long-haul trucks, and strive to implement the optimal technology and drive operational efficiency across our long-haul fleet.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

[removed: | |] ☑ [removed: |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: |]

[removed: For] [added: For] the fiscal year [removed: ended May 31, 2021.][added: ended May 31, 2022.]

[removed: | |] ☐ [removed: |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: |]

[removed: For] [added: For] the transition period [removed: from to .][added: from to .]

[removed: Commission] [added: Commission] file [removed: number 1-15829][added: number 1-15829]

[removed: FedEx Corporation][added: FedEx Corporation]

[removed: (Exact] [added: *(Exact] Name of Registrant as Specified in its [removed: Charter)][added: Charter)*]

| [removed: Delaware] [added: Delaware] | [removed: 62-1721435] [added: 62-1721435] |

| [removed: (State] [added: *(State] or Other Jurisdiction [removed: of Incorporation] [added: of* *Incorporation] or [removed: Organization)] [added: Organization)*] | [removed: (I.R.S. Employer Identification No.)] [added: *(I.R.S. Employer* *Identification No.)*] |

| [removed: 942] [added: 942] South Shady Grove [removed: Road, Memphis, Tennessee] [added: Road, Memphis, Tennessee] | [removed: 38120] [added: 38120] |

| [removed: (Address] [added: *(Address] of Principal Executive [removed: Offices)] [added: Offices)*] | [removed: (ZIP Code)] [added: *(ZIP Code)*] |

Registrant’s telephone number, including area code: [removed: (901) 818-7500][added: (901) 818-7500]

| [removed: Common] [added: Common] Stock, par value $0.10 per [removed: share] [added: share] | | [removed: FDX] [added: FDX] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

| [removed: 0.450%] [added: 0.450%] Notes due [removed: 2025 1.625%] [added: 2025 1.625%] Notes due [removed: 2027 0.450%] [added: 2027 0.450%] Notes due [removed: 2029 1.300%] [added: 2029 1.300%] Notes due [removed: 2031 0.950%] [added: 2031 0.950%] Notes due [removed: 2033] [added: 2033] | | [removed: FDX 25A FDX 27 FDX 29A FDX 31 FDX 33] [added: FDX 25A FDX 27 FDX 29A FDX 31 FDX 33] | | [removed: New] [added: New] York Stock [removed: Exchange New] [added: Exchange New] York Stock [removed: Exchange New] [added: Exchange New] York Stock [removed: Exchange New] [added: Exchange New] York Stock [removed: Exchange New] [added: Exchange New] York Stock [removed: Exchange] [added: 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: 2020,] [added: 2021,] was approximately [removed: $70.2] [added: $56.4] billion.

As of July [removed: 15, 2021, 267,348,232] [added: 14, 2022, 259,845,660] shares of the Registrant’s common stock were outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2021] [added: 2022] annual meeting of stockholders to be held on September [removed: 27, 2021] [added: 19, 2022] are incorporated by reference in response to Part III of this Report.

[removed: FORWARD-LOOKING STATEMENTS][added: FORWARD-LOOKING STATEMENTS]

[removed: Business;”] [added: Business”;] “Item 1A.

Risk [removed: Factors;”] [added: Factors”;] “Item 2.

[removed: Properties;”] [added: Properties”;] “Item 5.

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

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition;”] [added: Condition”;] and the “Description of Business Segments and Summary of Significant Accounting Policies,” “Long-Term Debt and Other Financing Arrangements,” “Income Taxes,” “Retirement Plans,” [removed: “Commitments”] [added: “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 [removed: performance] [added: performance,] and business.

Forward-looking statements include those preceded by, followed [removed: by] [added: by,] or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” [added: “forecasts,”] “anticipates,” “plans,” “estimates,” “targets,” “projects,” [removed: “intends”] [added: “intends,”] or similar expressions.

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 [removed: events] [added: events,] or otherwise.

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

| | [removed: Page] [added: Page] |

| [removed: PART I] [added: PART I] | |

| [ITEM 1A. Risk [removed: Factors](#ITEM_1A_RISK_FACTORS)] [added: Factors](#item_1a_risk_factors)] | [removed: 23] [added: 26] |

| [ITEM 1B. Unresolved Staff [removed: Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#item_1b_unresolved_staff_comments)] | [removed: 34] [added: 38] |

| [ITEM 2. [removed: Properties](#ITEM_2_PROPERTIES)] [added: Properties](#item_2_properties)] | [removed: 34] [added: 38] |

| [ITEM 3. Legal [removed: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] [added: Proceedings](#item_3_legal_proceedings)] | [removed: 38] [added: 41] |

| [ITEM 4. Mine Safety [removed: Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES)] [added: Disclosures](#item_4_mine_safety_disclosures)] | [removed: 38] [added: 41] |

OR

| | | | | |

| | | | | |

| [ITEM 6. \[RESERVED\]](#item_6_reserved) | 44 |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | 113 |

| [Exhibit 10.21](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_21.htm) | |

| [Exhibit 10.22](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_22.htm) | |

| [Exhibit 10.24](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_24.htm) | |

| [Exhibit 10.26](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_26.htm) | |

| [Exhibit 10.27](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_27.htm) | |

| [Exhibit 10.28](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_28.htm) | |

| [Exhibit 10.29](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_29.htm) | |

| [Exhibit 10.30](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_30.htm) | |

| [Exhibit 10.31](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_31.htm) | |

| [Exhibit 10.32](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_32.htm) | |

| [Exhibit 10.33](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_33.htm) | |

| [Exhibit 10.34](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_34.htm) | |

| [Exhibit 10.35](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_35.htm) | |

| [Exhibit 10.36](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_36.htm) | |

| [Exhibit 10.37](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_37.htm) | |

| [Exhibit 10.38](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_38.htm) | |

| [Exhibit 10.39](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_39.htm) | |

| [Exhibit 10.40](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_40.htm) | |

| [Exhibit 10.41](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_41.htm) | |

| [Exhibit 10.42](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_42.htm) | |

| [Exhibit 10.52](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_52.htm) | |

| [Exhibit 10.53](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_53.htm) | |

| [Exhibit 10.54](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_54.htm) | |

| [Exhibit 10.55](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_55.htm) | |

| [Exhibit 10.56](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_56.htm) | |

| [Exhibit 10.57](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_57.htm) | |

| [Exhibit 10.58](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_58.htm) | |

| [Exhibit 10.59](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_59.htm) | |

| [Exhibit 10.60](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_60.htm) | |

| [Exhibit 10.61](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_61.htm) | |

| [Exhibit 10.62](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_62.htm) | |

| [Exhibit 10.63](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_63.htm) | |

| [Exhibit 10.64](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_64.htm) | |

| [Exhibit 10.65](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_65.htm) | |

| [Exhibit 10.80](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_80.htm) | |

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

OR

| | |

| [ITEM 6. Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | 41 |

| [Exhibit 24](#POWER_ATTORNEY_KNOW_ALL_PERSONS_BY_SE_PR) | |

ITEM 2. PROPERTIES

FedEx Express Segment

FedEx Express’s principal owned and leased properties include its aircraft, vehicles, major sorting and handling facilities, administration buildings, FedEx Drop Boxes, and data processing and telecommunications equipment.

*Aircraft and Vehicles*

As of May 31, 2022, FedEx Express’s aircraft fleet consisted of the following:

| | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Description | | Owned | | | | | | Leased | | | | | | Total | | | | | | Maximum Gross Structural Payload (Pounds per Aircraft) | | | | |

| Boeing B777F | | | | 48 | | | | | | 3 | | | | | | 51 | | | | | | 233,300 | | |

| Boeing MD11 | | | | 50 | | | | | | 7 | | | | | | 57 | | | | | | 192,600 | | |

| Boeing MD10-30 | | | | 9 | | | | | | — | | | | | | 9 | | | | | | 175,900 | | |

| Boeing 767F | | | | 114 | | | | | | — | | | | | | 114 | | | | | | 127,100 | | |

| Airbus A300-600 | | | | 56 | | | | | | 11 | | | | | | 67 | | | | | | 106,600 | | |

| Boeing 757-200 | | | | 119 | | | | | | — | | | | | | 119 | | | | | | 63,000 | | |

| ATR-72 | | | | 19 | | | | | | — | | | | | | 19 | | | | | | 17,970 | | |

| ATR-72 600F | | | | 6 | | | | | | — | | | | | 6(1) | | | | | | | 19,290 | | |

| ATR-42 | | | | 18 | | | | | | — | | | | | | 18 | | | | | | 12,070 | | |

| Cessna 408 | | | | 1 | | | | | | — | | | | | 1(1) | | | | | | | 6,000 | | |

| Cessna 208B | | | | 235 | | | | | | — | | | | | | 235 | | | | | | 2,830 | | |

| Total | | | | 675 | | | | | | 21 | | | | | | 696 | | | | | | | | |

(1)

Includes one aircraft not currently in operation and undergoing pre-service modifications.

As of May 31, 2022, FedEx Express operated approximately 86,000 vehicles in its global network.

*Aircraft Purchase Commitments*

The following table is a summary of the number and type of aircraft we were committed to purchase as of May 31, 2022, with the year of expected delivery:

| | | | | | | | | | | | | | | | | | | | | |

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

| | | Cessna SkyCourier 408 | | | | ATR 72-600F | | | | B767F | | | | B777F | | | | Total | | |

| 2023 | | | 11 | | | | 11 | | | | 14 | | | | 2 | | | | 38 | |

| 2024 | | | 12 | | | | 6 | | | | 14 | | | | 4 | | | | 36 | |

| 2025 | | | 12 | | | | 6 | | | | 10 | | | | 2 | | | | 30 | |

| 2026 | | | 14 | | | | 1 | | | | — | | | | — | | | | 15 | |

| 2027 | | | — | | | | — | | | | — | | | | — | | | | — | |

| Thereafter | | | — | | | | — | | | | — | | | | — | | | | — | |

| Total | | | 49 | | | | 24 | | | | 38 | | | | 8 | | | | 119 | |

As of May 31, 2022, we had $1.3 billion in deposits and progress payments on aircraft purchases and other planned aircraft-related transactions.

See Note 18 of the accompanying consolidated financial statements for more information about our purchase commitments and options.

\- 38 -

*Sorting and Handling Facilities*

At May 31, 2022, FedEx Express operated the following major sorting and handling facilities:

| [removed: Name] [added: Name] and [removed: Office] [added: Office] | [removed: Age] [added: Age] | [removed: Positions] [added: Positions] and Offices Held and Business [removed: Experience] [added: Experience] |

| [removed: Frederick] [added: Frederick] W. [removed: Smith] [added: Smith Executive] Chairman [removed: of the Board] and [removed: Chief Executive Officer | 76 |] Chairman of the Board [removed: and Chief] [added: | 77 |] Executive [removed: Officer] [added: Chairman] of FedEx since [removed: January 1998;] [added: June 1, 2022 and] Chairman of the Board [added: since January 1998; Chief Executive Officer] of FedEx [removed: Express since 1975;] [added: from January 1998 to May 2022;] 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. |

| [removed: Mark] [added: Mark] R. [removed: Allen] [added: Allen] Executive Vice President, General Counsel and Secretary | [removed: 65] [added: 66] | Executive Vice President, General Counsel and Secretary of FedEx since October 2017; Executive Vice President, General 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. |

| [removed: Jill] [added: Jill] C. [removed: Brannon] [added: Brannon] Executive Vice President — Chief Sales Officer | 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, [removed: marketing] [added: marketing,] and strategic planning from 1985 to May 2002. |

| [removed: Brie] [added: Brie] A. [removed: Carere] [added: Carere] Executive Vice President — Chief [removed: Marketing and Communications] [added: Customer] Officer | [removed: 43] [added: 44] | Executive Vice President — Chief [added: Customer Officer of FedEx since June 1, 2022; Executive Vice President — Chief] Marketing and Communications Officer of FedEx [removed: since] [added: from] January [removed: 2019;] [added: 2019 to May 2022;] 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 [removed: experience] [added: experience,] and strategy with FedEx Express Canada from 2001 to October 2010. [added: Ms. Carere serves as a director of ZipRecruiter, Inc., an online employment marketplace.] |

| [removed: Robert] [added: Robert] B. [removed: Carter] [added: Carter] Executive Vice President — FedEx Information Services and Chief Information Officer | [removed: 62] [added: 63] | 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. |

| [removed: Donald] [added: Donald] F. [removed: Colleran] [added: Colleran] President and Chief Executive Officer, FedEx Express | [removed: 65] [added: 66] | 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 [added: will serve as President and Chief Executive Officer of FedEx Express through August 31, 2022 and remain at FedEx Express as the CEO Executive Advisor until his retirement on December 31, 2022. He] serves as a director of [added: (i)] ABM Industries Incorporated, a provider of integrated facility solutions, [removed: and as a director of] [added: (ii)] EastGroup Properties, Inc., an equity real estate investment [removed: trust.] [added: trust, and (iii) Delhivery Limited, a logistics and supply chain company.] |

| Michael C. Lenz Executive Vice President and Chief Financial Officer | [removed: 57] [added: 58] | Executive Vice President and Chief Financial Officer of FedEx since September 2020; Executive Vice President and Chief Financial [removed: Officer—Elect] [added: Officer —Elect] of FedEx from June 2020 to September 2020; Corporate Vice President and Treasurer of FedEx from February 2012 to May 2020; Staff Vice President — Strategic Finance of FedEx from 2010 to February 2012; Vice 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 [removed: planning] [added: planning,] and fleet planning at American Airlines, Inc. from 1994 to 2005. |

| [removed: Lance] [added: Lance] D. [removed: Moll] [added: Moll] President and Chief Executive Officer, FedEx Freight | [removed: 51] [added: 52] | 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. |

| [removed: John] [added: John] A. [removed: Smith] [added: Smith] President and Chief Executive Officer, FedEx Ground | [removed: 59] [added: 60] | President and Chief Executive Officer of FedEx Ground since June 2021; President and Chief Executive Officer—Elect of FedEx Ground from March 2021 to May 2021; President and Chief Executive Officer of FedEx Freight from August 2018 to February 2021; President and Chief Executive [removed: Officer—Select] [added: 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. |

| [removed: Rajesh Subramaniam] [added: Rajesh Subramaniam] President and Chief [removed: Operating] [added: Executive] Officer and Director | [removed: 55] [added: 56] | President [removed: and Chief Operating Officer] of FedEx since March 2019 and [added: Chief Executive Officer of FedEx since June 1, 2022;] director of FedEx since January 2020; [added: Chief Operating Officer of FedEx from March 2019 to May 2022;] 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 [added: of FedEx Services] 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 Corporation, a financial holding company. |

There are no [added: other] family relationships between any executive officer and any other executive officer or director of FedEx, or any person nominated or chosen to become a director or executive officer.

[removed: PART II][added: PART II]

\- 41 -

\- 42 -

| | | |

| | | |

| | | |

| Richard W. Smith President and Chief Executive Officer — Elect, FedEx Express | 44 | President and Chief Executive Officer — Elect of FedEx Express since April 1, 2022; will succeed Mr. Colleran as President and Chief Executive Officer of FedEx Express on September 1, 2022; Regional President, The Americas and Executive Vice President, Global Support of FedEx Express from 2020 to March 2022; Regional President, U.S. and Executive Vice President, Global Support of FedEx Express from 2019 to 2020; President and Chief Executive Officer of FedEx Logistics from July 2017 to 2019; Senior Vice President, Global Trade and Specialty Services of FedEx Express from March 2017 to June 2017; Vice President, Global Trade Services of FedEx Express from 2014 to 2017; Managing Director, Life Sciences and Specialty Services/U.S./International of FedEx Express from 2009 to 2014; and various positions with FedEx from 2005 to 2009. |

\- 43 -

Richard W.

Smith is the son of Frederick W.

Smith.

\- 38 -

\- 39 -

\- 40 -

FedEx’s common stock is listed on the New York Stock Exchange under the symbol “FDX.” As of July [removed: 15, 2021,] [added: 14, 2022,] there were [removed: 11,600] [added: 11,421] holders of record of our common stock.

[removed: See] [added: Management’s Discussion and Analysis of Results of Operations and Financial Condition” and] Note [removed: 7] [added: 1] of the [removed: accompanying] consolidated financial statements included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report for additional information regarding [removed: the Credit Agreements.][added: our stock repurchases during 2022 and planned stock repurchases during 2023.]

There are no 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, [removed: loans] [added: loans,] or advances.

We did not repurchase any shares of FedEx common stock during the fourth quarter of [removed: 2021, and as of May 31, 2021 5.1 million shares remained authorized for purchase under our stock repurchase program.][added: 2022.]

On [removed: January 26, 2016,] [added: December 16, 2021,] we announced a stock repurchase program approved by our Board of Directors, through which we are authorized to purchase, in the open market or in privately negotiated transactions, up to [removed: an aggregate of 25 million shares] [added: $5 billion] of [removed: our] [added: FedEx] common stock.

As of July 14, 2022, approximately $4.1 billion remains available to be used for repurchases under the December 2021 stock repurchase program, which is the only such program that currently exists.

The program does not have an expiration date and may be suspended or discontinued at any time.

See “Item 7.

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”) 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 stock.

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

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.

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.

[removed: MANAGEMENT’S REPORT] [added: MANAGEMENT’S REPORT] ON [removed: INTERNAL][added: INTERNAL]

[removed: CONTROL] [added: CONTROL] OVER FINANCIAL [removed: REPORTING][added: REPORTING]

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 [removed: transactions] [added: transactions,] and a properly staffed, professional internal audit department.

Our procedures for financial reporting include the active involvement of senior management, our Audit [removed: Committee] and [added: Finance 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, [removed: 2021,] [added: 2022,] the end of our fiscal year.

Management based its assessment on criteria established in Internal [removed: Control–Integrated] [added: 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, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] has been audited by Ernst & Young [removed: LLP,] [added: LLP (PCAOB ID: 42),] the independent registered public accounting firm who also audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K.

[removed: Report] [added: Report] of [removed: Independent Registered] [added: Independent Registered] Public Accounting [removed: Firm][added: Firm]

[removed: FedEx Corporation][added: FEDEX CORPORATION]

[removed: Opinion] [added: Opinion] on Internal Control Over Financial [removed: Reporting][added: Reporting]

We have audited FedEx Corporation’s internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control [removed: —] [added: –] 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, [removed: 2021,] [added: 2022,] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] and the related notes and our report dated July [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of FedEx Corporation (the Company) as of May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control [removed: —] [added: –] Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated July [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion thereon.

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

| | | [removed: Pension] [added: Pension] Projected Benefit [removed: Obligation] [added: Obligation] |

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | At May 31, [removed: 2021,] [added: 2022,] the Company’s aggregated projected benefit obligation for U.S. pension plans was [removed: $31.4] [added: $28.7] billion and exceeded the [removed: $29.8] [added: $26.0] billion fair value of U.S. pension plan assets, resulting in an unfunded U.S. pension obligation of [removed: $1.6] [added: $2.7] billion. The net periodic benefit [removed: income] [added: cost] for the year ended May 31, [removed: 2021] [added: 2022] for the U.S. pension plans was [removed: $1.3] [added: $1.6] billion. As explained in Note 14 to the consolidated financial statements, the Company sponsors defined benefit pension plans that provide retirement benefits to certain U.S. employees. The Company’s projected benefit [removed: obligations] [added: obligation] for the U.S. pension plans [removed: are] [added: is] measured using actuarial techniques that reflect management’s assumptions for discount rate, future salary increases, employee turnover, mortality, and retirement ages. Auditing the projected benefit obligation [removed: for] [added: of] the U.S. pension plans was complex due to the highly judgmental nature and significant effect of the discount rate used in the measurement process. The discount rate is developed by utilizing the yield on a theoretical portfolio of high-grade corporate bonds that match cash flows to benefit payments, limit the concentration by industry and issuer, and apply screening criteria to exclude bonds with a call feature unless they have a low probability of being called. |

| *How We Addressed the Matter in Our Audit* | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s process for estimating the projected benefit obligation [removed: for] [added: of] the U.S. pension plans, including management’s review of the significant assumptions and assessment of the data inputs provided to the actuary. To test the projected benefit obligation of the U.S. pension plans, our audit procedures included, among others, evaluating the methodologies used, the significant actuarial assumptions described above, and the underlying data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the projected benefit obligation of the U.S. pension plans from the prior year due to the change in service cost, interest cost, actuarial gains and losses, benefit payments, contributions and other activities. In addition, we involved our actuarial specialists to assist in evaluating management’s methodology for determining the discount rate. As part of this assessment, we compared management’s selected discount rate to an independently developed range of reasonable discount rates. Additionally, we compared the projected future cash flows of the U.S. pension plans to the prior year projections and compared the current year benefits paid to the prior year projected cash flows. We also tested the completeness and accuracy of the underlying data, including the participant data provided to management’s actuarial specialists. |

| | | [removed: Valuation] [added: Valuation] of Self-Insurance [removed: Accruals] [added: Accruals] |

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | At May 31, [removed: 2021,] [added: 2022,] the Company’s self-insurance accruals reflected in the balance sheet were [removed: $4.0] [added: $4.5] billion. As explained in Note 1 to the consolidated financial statements, self-insurance accruals include costs associated with workers’ compensation claims, vehicle accidents, property and cargo loss, general business liabilities, and benefits paid under employee [removed: healthcare and] disability programs. These accrued liabilities are primarily based on the actuarially estimated cost of claims, including incurred-but-not-reported (IBNR) claims. Auditing the Company’s self-insurance accruals is complex due to the significant measurement uncertainty inherent to the estimate, the application of management judgment, and the use of various actuarial methods. In addition, the accruals are sensitive due to the volume of claims and the amount of time that can pass before the final cost is known. |

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s process for estimating self-insurance accruals, including management’s review of the assumptions used, results of calculations and assessment of data underlying the accruals. To evaluate the self-insurance accruals, our audit procedures included, among others, testing the completeness and accuracy of the underlying claims data used by the Company. We involved our actuarial specialists to assist in our evaluation of the methodologies applied by management in establishing the actuarially determined accrual and in reviewing the Company’s reinsurance contracts by policy year to assess the Company’s self-insured retentions, deductibles, and coverage limits. We compared the Company’s accrued amounts to a range developed by our actuarial specialists. Furthermore, we compared the Company’s historical estimates of expected incurred losses to actual losses experienced during the current year. |

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]

[removed: (IN MILLIONS)][added: (IN MILLIONS)]

| | | [removed: May 31,] [added: May 31,] | | | | | | |

| | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | [added: | 2020 | | |]

| Cash and cash equivalents | | $ | [removed: 7,087] [added: 6,897] | | | $ | [removed: 4,881] [added: 7,087] | |

| Receivables, less allowances of [removed: $742] [added: $692] and [removed: $390] [added: $742] | | | [removed: 12,069] [added: 11,863] | | | | [removed: 10,102] [added: 12,069] | |

| Spare parts, [removed: supplies] [added: supplies,] and fuel, less allowances of [removed: $349] [added: $360] and [removed: $335] [added: $349] | | | [removed: 587] [added: 637] | | | | [removed: 572] [added: 587] | |

| Prepaid expenses and other | | | [removed: 837] [added: 968] | | | | [removed: 828] [added: 837] | |

| Total current assets | | | [removed: 20,580] [added: 20,365] | | | | [removed: 16,383] [added: 20,580] | |

| Aircraft and related equipment | | | [removed: 26,268] [added: 27,874] | | | | [removed: 24,518] [added: 26,268] | |

| Package handling and ground support equipment | | | [removed: 13,012] [added: 14,930] | | | | [removed: 11,382] [added: 13,012] | |

| Information technology | | | [removed: 7,486] [added: 8,098] | | | | [removed: 6,884] [added: 7,486] | |

| Vehicles and trailers | | | [removed: 9,282] [added: 9,806] | | | | [removed: 9,101] [added: 9,282] | |

\- 72 -

\- 73 -

Report of Independent Registered Public Accounting Firm

Basis for Opinion

CONSOLIDATED BALANCE SHEETS

| Total property and equipment, at cost | | | 75,275 | | | | 70,077 | |

| TOTAL ASSETS | | $ | 85,994 | | | $ | 82,777 | |

| | | 2022 | | | | 2021 | | |

| TOTAL LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT | | $ | 85,994 | | | $ | 82,777 | |

FEDEX CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

| TOTAL OPERATING EXPENSES | | | 87,267 | | | | 78,102 | | | | 66,800 | |

| TOTAL OTHER (EXPENSE) INCOME | | | (1,349 | ) | | | 817 | | | | (748 | ) |

FEDEX CORPORATION

(IN MILLIONS)

| | | Years Ended May 31, | | | | | | | | | | |

| NET INCOME | | $ | 3,826 | | | $ | 5,231 | | | $ | 1,286 | |

| TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | | | (371 | ) | | | 415 | | | | (333 | ) |

FEDEX CORPORATION

(IN MILLIONS)

| | | | | | | | | | | | | |

| | | Years ended May 31, | | | | | | | | | | |

| Net income | | $ | 3,826 | | | $ | 5,231 | | | $ | 1,286 | |

| Depreciation and amortization | | | 3,970 | | | | 3,793 | | | | 3,615 | |

| Purchase of investments | | | (147 | ) | | | — | | | | — | |

FEDEX CORPORATION

(IN MILLIONS, EXCEPT SHARE DATA)

| | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at May 31, 2022 | $ | 32 | | | $ | 3,712 | | | $ | 32,782 | | | $ | (1,103 | ) | | $ | (10,484 | ) | | $ | 24,939 | |

(1)

(2)

FEDEX CORPORATION

*FISCAL YEARS*.

*PRINCIPLES OF CONSOLIDATION*.

*REVENUE RECOGNITION*.

FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEDEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

| | | | | | | | | | | |

July 19, 2021

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

| | | | 70,077 | | | | 65,024 | |

| | | $ | 82,777 | | | $ | 73,537 | |

| | | | 78,102 | | | | 66,800 | | | | 65,227 | |

| | | | 817 | | | | (748 | ) | | | (3,811 | ) |

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

| | | | 415 | | | | (333 | ) | | | (287 | ) |

| Gain from sale of business | | | — | | | | — | | | | (8 | ) |

| Balance at May 31, 2018 | $ | 32 | | | $ | 3,117 | | | $ | 24,823 | | | $ | (578 | ) | | $ | (7,978 | ) | | $ | 19,416 | |

| --- | --- |

DESCRIPTION OF BUSINESS SEGMENTS.

FISCAL YEARS.

PRINCIPLES OF CONSOLIDATION.

REVENUE RECOGNITION.

CREDIT RISK.

ADVERTISING.

CASH EQUIVALENTS.

SPARE PARTS, SUPPLIES AND FUEL.

CAPITALIZED INTEREST.

IMPAIRMENT OF LONG-LIVED ASSETS.

GOODWILL.

INTANGIBLE ASSETS.

INCOME TAXES.

SELF-INSURANCE ACCRUALS.

LEASES.

DERIVATIVE FINANCIAL INSTRUMENTS.

FOREIGN CURRENCY TRANSLATION.

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS.

The collective bargaining agreement is scheduled to become amendable in November 2021.

TREASURY SHARES.

During 2021, we did not repurchase any shares of FedEx common stock.

As of May 31, 2021, 5.1 million shares remained under the stock repurchase authorization.

The Credit Agreements no longer contain the temporary covenant added in the fourth quarter of 2020 restricting us from repurchasing any shares of our common stock.

DIVIDENDS DECLARED PER COMMON SHARE.

Effective March 16, 2021, the Credit Agreements 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.

During 2019, we conducted a program to offer voluntary cash buyouts to eligible U.S.-based employees in certain staff functions.

As a result of this program, approximately 1,500 employees left the company.

Costs of the benefits provided under the U.S.-based voluntary employee buyout program of $320 million were recognized in 2019 when eligible employees accepted their offers, and included approximately $50 million of costs associated with funding to healthcare reimbursement accounts.

Severance payments under this program were made at the time of departure and totaled approximately $50 million in 2020 and $220 million in 2019.

[removed: Management’s] [added: Management’s] Evaluation of Disclosure Controls and [removed: Procedures][added: Procedures]

The management of FedEx, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, [removed: summarized] [added: summarized,] and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to FedEx management as appropriate to allow timely decisions regarding required disclosure.

Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of May 31, [removed: 2021] [added: 2022] (the end of the period covered by this Annual Report).

[removed: Assessment] [added: Assessment] of Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]

During our fiscal quarter ended May 31, [removed: 2021,] [added: 2022,] no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Due to the COVID-19 pandemic, the majority of our accounting, [removed: finance] [added: finance,] and legal employees continued working remotely.

We continue to monitor [removed: the COVID-19 pandemic] and [removed: its] [added: assess the] effects [added: of remote work] on [added: our internal controls to minimize] the [added: impact on the] design and operating effectiveness of our internal control over financial reporting.

*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.* The information provided pursuant to Section 13(r) of the Securities Exchange Act in Part II, Item 5 (“Other Information”) of FedEx’s Quarterly Reports on Form 10-Q for the quarters ended [August 31, 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/1048911/000156459021048468/fdx-10q_20210831.htm#Item_5_Other_Information) and [November 30, 2021](https://www.sec.gov/Archives/edgar/data/0001048911/000156459021060577/fdx-10q_20211130.htm#ITEM_5_OTHER_INFORMATION) is incorporated herein by reference.

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 -

PART III

Not applicable.

\- 113 -

PART III

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 [added: and Finance] Committee, including its members and our “audit committee financial expert”) will be presented in FedEx’s definitive proxy statement for its [removed: 2021] [added: 2022] annual meeting of stockholders, which will be held on September [removed: 27, 2021,] [added: 19, 2022,] and is incorporated herein by reference.

Information regarding director and executive compensation will be presented in FedEx’s definitive proxy statement for its [removed: 2021] [added: 2022] annual meeting of stockholders, which will be held on September [removed: 27, 2021,] [added: 19, 2022,] 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: 2021] [added: 2022] annual meeting of stockholders, which will be held on September [removed: 27, 2021,] [added: 19, 2022,] 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: 2021] [added: 2022] annual meeting of stockholders, which will be held on September [removed: 27, 2021,] [added: 19, 2022,] and is incorporated herein by reference.

Information regarding the fees for services provided by Ernst & Young LLP during [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and the Audit [added: and Finance] 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: 2021] [added: 2022] annual meeting of stockholders, which will be held on September [removed: 27, 2021,] [added: 19, 2022,] and is incorporated herein by reference.

[removed: PART IV][added: PART IV]

\- 114 -

\- 117 -

[removed: (a)(1)] [added: (a)(1)] and (2) Financial Statements; Financial Statement [removed: Schedules][added: Schedules]

FedEx’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July [removed: 19, 2021] [added: 18, 2022] thereon, are presented in “Item 8.

FedEx’s “Schedule II — Valuation and Qualifying Accounts,” together with the report of Ernst & Young LLP dated July [removed: 19, 2021] [added: 18, 2022] thereon, is presented on pages [removed: 130] [added: 127] through [removed: 131] [added: 128] of this Annual Report.

[removed: (a)(3) Exhibits][added: (a)(3) Exhibits]

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

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000095012311087358/c22694exv3w1.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095012311087358/c22694exv3w1.htm)] |

| 3.2 | | [Amended and Restated Bylaws of FedEx. (Filed as Exhibit 3.1 to FedEx’s Current Report on Form 8-K dated [added: June 13, 2022] and filed [removed: March 11, 2019,] [added: June 14, 2022,] and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000119312519070944/d716336dex31.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/0001048911/000119312522173823/d355288dex31.htm)] |

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

| * 4.1 | | [Description of Capital Stock and Debt [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000156459021037031/fdx-ex41_1639.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex4_1.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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d3.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d3.htm)] |

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d5.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d5.htm)] |

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465913028579/a13-9497_3ex4d1.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465913028579/a13-9497_3ex4d1.htm)] |

| 4.6 | | [Form of 4.10% Note due 2043. (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed April 11, 2013, and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465913028579/a13-9497_3ex4d1.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465913028579/a13-9497_3ex4d1.htm)] |

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465914001332/a14-3184_1ex4d1.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465914001332/a14-3184_1ex4d1.htm)] |

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

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465915001463/a14-26914_14ex4d1.htm)] |

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

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

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

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465915072361/a15-21267_15ex4d2.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465915072361/a15-21267_15ex4d2.htm)] |

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916107370/a16-6758_15ex4d2.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465916107370/a16-6758_15ex4d2.htm)] |

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

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/230211/000110465916110700/a16-7683_14ex4d2.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465916110700/a16-7683_14ex4d2.htm)] |

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465917001091/a16-23446_13ex4d2.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465917001091/a16-23446_13ex4d2.htm)] |

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918005340/a18-3503_13ex4d2.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465918005340/a18-3503_13ex4d2.htm)] |

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

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

| 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 [removed: reference.)](http://www.sec.gov/Archives/edgar/data/1048911/000110465918062463/a18-36598_12ex4d2.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465918062463/a18-36598_12ex4d2.htm)] |

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

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

| 4.30 | | [Supplemental Indenture No. 9, dated as of July 24, 2019, between FedEx, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed July 24, 2019, and incorporated herein by [removed: reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000110465919041603/a19-13242_1ex4d2.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/0001048911/000110465919041603/a19-13242_1ex4d2.htm)] |

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

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| 4.55 | | [Succession Agreement, dated as of December 13, 2021, among FedEx, the guarantors named therein, The Bank of New York Mellon Trust Company, N.A., and U.S. Bank National Association. (Filed as Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated December 13, 2021 and filed December 16, 2021, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/0001048911/000119312521359207/d272141dex41.htm) |

| 4.56 | | [Succession Agreement, dated as of December 13, 2021, among FedEx, the guarantors named therein, Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association, and U.S. Bank National Association. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated December 13, 2021 and filed December 16, 2021, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/0001048911/000119312521359207/d272141dex42.htm) |

| †10.13 | | [Thirteenth Amendment dated and effective July 26, 2021 to the Composite Lease Agreement. (Filed as Exhibit 10.3 to FedEx’s FY22 First Quarter Report on Form 10-Q, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000156459021048468/d232338dex103.htm) |

| *†10.14 | | [Fourteenth Amendment dated March 14, 2022 (but effective as of February 1, 2022) to the Composite Lease Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_14.htm) |

| *†10.15 | | [Fifteenth Amendment dated and effective May 19, 2022 to the Composite Lease Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_15.htm) |

| *†^10.16 | | [Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express (the “Boeing 777 Freighter Purchase Agreement”).](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_16.htm) |

| *†^10.19 | | [Supplemental Agreement No. 3 dated as of December 15, 2008 (and related side letters) to the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_19.htm) |

| *^10.20 | | [Supplemental Agreement No. 4 dated as of January 9, 2009 (and related side letters) to the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_20.htm) |

| *^10.21 | | [Side letters dated May 29, 2009 and May 19, 2009, each amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_21.htm) |

| *†^10.22 | | [Supplemental Agreement No. 5 dated as of January 11, 2010 to the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_22.htm) |

| *†^10.24 | | [Supplemental Agreement No. 9 dated as of June 18, 2010, Supplemental Agreement No. 10 dated as of June 18, 2010, Supplemental Agreement No. 11 (and related side letter) dated as of August 19, 2010, and Supplemental Agreement No. 13 (and related side letter) dated as of August 27, 2010, each amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_24.htm) |

| *†^10.25 | | [Supplemental Agreement No. 12 (and related side letter) dated as of September 3, 2010, Supplemental Agreement No. 14 (and related side letter) dated as of October 25, 2010, and Supplemental Agreement No. 15 (and related side letter) dated as of October 29, 2010, each amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_25.htm) |

| *†^10.26 | | [Supplemental Agreement No. 16 (and related side letters) dated as of January 31, 2011, and Supplemental Agreement No. 17 dated as of February 14, 2011, each amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_26.htm) |

| *†^10.27 | | [Supplemental Agreement No. 18 (and related side letter) dated as of March 30, 2011, amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_27.htm) |

| *†^10.28 | | [Supplemental Agreement No. 19 (and related side letter) dated as of October 27, 2011, amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_28.htm) |

| *†^10.30 | | [Supplemental Agreement No. 21 dated as of June 29, 2012, amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_30.htm) |

| *†^10.32 | | [Supplemental Agreement No. 23 (and related side letters) dated as of December 10, 2013, amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_32.htm) |

| *†^10.35 | | [Supplemental Agreement No. 26 (and related side letter) dated as of February 10, 2017, amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_35.htm) |

| *†^10.37 | | [Supplemental Agreement No. 28 (and related side letter) dated as of January 26, 2018, amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_37.htm) |

| *†^10.41 | | [Supplemental Agreement No. 31 dated as of September 14, 2018, amending the Boeing 777 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_41.htm) |

| *†^10.53 | | [The Boeing 767-3S2 Freighter Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_53.htm) |

| * †10.80 | | [First Amendment to Five-Year Credit Agreement dated as of March 15, 2022.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_80.htm) |

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| *10.102 | | [FedEx Office Supplemental Retirement Plan dated December 30, 2019 (but effective as of January 1, 2020).](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_102.htm) |

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| *10.103 | | [First Amendment to FedEx Office Supplemental Retirement Plan dated December 22, 2021 (but effective as of January 1, 2021).](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_103.htm) |

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| *10.104 | | [Second Amendment to FedEx Office Supplemental Retirement Plan dated June 20, 2022 (but effective as of August 1, 2022).](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_104.htm) |

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| *10.107 | | [Amendment to the 2019 Omnibus Stock Incentive Plan dated and effective June 12, 2022.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_107.htm) |

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| 10.108 | | [Cooperation Agreement, dated as of June 13, 2022, by and among FedEx, D. E. Shaw Oculus Portfolios, LLC and D. E. Shaw Valence Portfolios, LLC. (Filed as Exhibit 10.1 to FedEx’s Current Report on Form 8-K dated June 13, 2022 and filed June 14, 2022, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000119312522173823/d355288dex101.htm) |

| ^10.58 | | [Letter Agreement dated as of May 10, 2019, amending the Boeing 767-3S2 Freighter Purchase Agreement. (Filed as Exhibit 10.53 to FedEx’s FY19 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000156459019025065/d817656dex1053.htm) |

| ^10.59 | | [Letter Agreement dated as of May 29, 2019, amending the Boeing 767-3S2 Freighter Purchase Agreement. (Filed as Exhibit 10.54 to FedEx’s FY19 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000156459019025065/d817656dex1054.htm) |

| ^10.60 | | [Letter Agreement dated as of May 29, 2019, amending the Boeing 767-3S2 Freighter Purchase Agreement and the Boeing 777 Freighter Purchase Agreement. (Filed as Exhibit 10.55 to FedEx’s FY19 Annual Report on Form 10-K, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000156459019025065/d817656dex1055.htm) |

| † ^10.61 | | [Supplemental Agreement No. 12 (and related side letters) dated as of June 24, 2019, amending the Boeing 767-3S2 Freighter Purchase Agreement. (Filed as Exhibit 10.6 to FedEx’s FY20 First Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000156459019034896/d748959dex106.htm) |

| † ^10.62 | | [Letter Agreement dated as of July 9, 2019, amending the Boeing 767-3S2 Freighter Purchase Agreement. (Filed as Exhibit 10.7 to FedEx’s FY20 First Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000156459019034896/d748959dex107.htm) |

| † ^10.63 | | [Supplemental Agreement No. 13 dated as of September 4, 2019, amending the Boeing 767-3S2 Freighter Purchase Agreement. (Filed as Exhibit 10.6 to FedEx’s FY20 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](http://www.sec.gov/Archives/edgar/data/0001048911/000156459019046220/d630600dex106.htm) |