FedEx (FDX) 10-K risk factor changes: FY2023 vs FY2022

When individuals and companies purchase and produce fewer goods, we transport fewer goods, and as companies move manufacturing closer to consumer markets and expand the number of distribution centers, we transport goods shorter [removed: distances.][added: distances, which adversely affects our yields and profitability.]

Additionally, consumer spending has shifted from goods to [added: services, and in 2023 we saw a customer preference for slower, less costly shipping] services.

Further, [removed: we have a] [added: the scale of our operations and our] relatively high fixed-cost structure, [removed: which is] [added: particularly at FedEx Express, make it] difficult to quickly adjust to match shifting volume [removed: levels.][added: levels, which negatively affected our results of operations in 2023.]

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 [removed: current] [added: ongoing] conflict between Russia and Ukraine, may adversely affect our business and results of operations.

[removed: The] [added: While we do not expect this conflict to have a direct material effect 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 [removed: companies, including us,] [added: us] as a result of [removed: the suspension] [added: our idling] of [removed: services] [added: operations] 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 [removed: Ukraine] [added: Ukraine, or subsequent similar conflicts between or among other nations,] 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 [removed: cyberattack, ransom] [added: cyberattack or cyber-intrusion, ransomware] attack, or [removed: cyber-intrusion;] [added: malware attack;] 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 [removed: impacted] [added: affected] operations at FedEx Express in [removed: 2022.][added: recent years.]

[removed: For more information, see “Our] [added: Our] failure to attract and retain employee [removed: talent] [added: talent, meet our purchased transportation needs,] or maintain our company culture, as well as increases in labor and purchased transportation costs, could adversely [removed: impact] [added: affect] our business and results of [removed: operations.” below] [added: operations. Our success depends upon the efforts] and [removed: “Item 7.][added: abilities of our high-quality employees, many of whom are longstanding FedEx team members.]

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

Additional changes in international trade policies and relations could significantly reduce the volume of goods transported globally and adversely affect our business and results of operations. The U.S. government has taken certain actions that have negatively [removed: impacted] [added: affected] 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.

Our transportation businesses are [removed: impacted] [added: affected] by the price and availability of jet and vehicle fuel. We must purchase large quantities of fuel to operate our aircraft and vehicles, and the price and availability of fuel is beyond our control and can be highly volatile.

In addition, our purchased transportation expense is [removed: impacted] [added: affected] by fuel costs.

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

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

As of May 31, [removed: 2022,] [added: 2023,] we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

In addition, disruptions in the supply of fuel could have a negative [removed: impact] [added: effect] on our ability to operate our transportation networks.

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

Several of these factors combined to constrain fuel supply [removed: and increase prices] in [removed: 2022,] [added: 2023,] and we expect such conditions to continue to be present in [removed: 2023.][added: 2024.]

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 [removed: impacting] [added: affecting] our reputation, business, or results of operations. Our ability to attract and retain customers, [removed: to] efficiently operate our businesses, [added: execute our DRIVE transformation] and [removed: to] [added: one FedEx consolidation plan, and] 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.

For example, we rely on information technology to receive [removed: package level] [added: package-level] information in advance of physical receipt of packages, to track items that move through our delivery systems, to efficiently plan deliveries, to [added: clear shipments through customs, to] execute billing processes, and to track and report financial and operational data.

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

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

[removed: See “Failure] [added: 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 [removed: suffer.” below for additional information on risks] [added: suffer. We are making significant investments and other decisions in connection with our long-term business strategy, such as those] related to [removed: ShopRunner] [added: our DRIVE transformation, including Network 2.0,] and [added: one] FedEx [removed: Dataworks.][added: consolidation plan.]

A disruption to our complex, global technology infrastructure, including those [removed: impacting] [added: affecting] our computer systems and websites, could result in the loss of confidential business or customer information, require substantial repairs or replacements, resulting in significant costs, and lead to the temporary or permanent transfer by customers of some or all of their business to our competitors.

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

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

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

The [removed: continuing impact] [added: effects] of [removed: the COVID-19 pandemic] [added: a widespread outbreak of an illness or any other communicable disease or public health crisis] on our business, results of operations, and financial condition [removed: is] [added: are] highly unpredictable. [removed: Since late 2020, the COVID-19 pandemic has had] [added: A widespread outbreak of an illness or any other communicable disease or public health crisis, including new variants of COVID-19, could have] varying [removed: impacts] [added: effects] on the demand for our services, our business operations, and the global economy and supply chains.

Our business is labor and capital intensive in nature, which [removed: has required] [added: may require] us to incur higher costs to operate our networks during [removed: the pandemic.][added: such an event.]

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

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

[removed: Additionally, a] [added: A] significant number of our employees as well as customers and others with whom we do business continue to work remotely [added: or] in [removed: response to the COVID-19 pandemic.][added: hybrid models, which may heighten these risks.]

The [removed: continuing impact of the COVID-19 pandemic, including the] extent of [removed: its] [added: the] effect [added: of such an event] on our business, results of operations, and financial [removed: condition] [added: condition,] as well as the global economy, will be dictated by [removed: future] developments that [removed: remain uncertain and] cannot be predicted, such as its duration and [removed: spread,] [added: spread;] the success of efforts to contain it and treat its [removed: impact,] [added: effects, such as travel bans and restrictions, quarantines, shelter-in-place orders, business and government shutdowns, and other restrictions;] the possibility of additional subsequent widespread outbreaks and variant strains and the [removed: impact] [added: effect] of actions taken in [removed: response,] [added: response; and the] resulting effects on the economic conditions in the global markets in which we [removed: operate, the future rate of e-commerce growth, and the timeline for recovery of passenger airline cargo capacity.][added: operate.]

To the extent [removed: the COVID-19 pandemic continues to] [added: a widespread outbreak of an illness or any other communicable disease or public health crisis] adversely [removed: affect] [added: affects] our business and financial results, it may also have the effect of heightening many other risks described in this section, any of which could materially and adversely affect our business, results of operations, and financial condition.

Such risks include, but are not limited to, additional changes in the state of the global economy and international trade policies and relations; our ability to [added: execute our DRIVE transformation and one FedEx consolidation plan,] implement our business [removed: strategy] [added: strategy,] and effectively respond to changes in market dynamics and customer preferences; our strong reputation and the value of the FedEx brand; our ability to meet our labor and purchased transportation needs while controlling related costs; [removed: our ability to execute and effectively operate, integrate, leverage, and grow acquired businesses;] changes in the business and financial soundness of the USPS; our ability to achieve our goal of carbon neutrality for our global operations by calendar 2040; and the [removed: impact] [added: effect] of litigation or claims from customers, team members, suppliers, [removed: regulators] [added: regulators,] or other third parties relating to the [removed: COVID-19 pandemic] [added: crisis] or our actions in [removed: response to the pandemic.][added: response.]

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition—Results of Operations and Outlook—Consolidated Results”] [added: Condition”] of this Annual [removed: Report.][added: Report, as well as “Item 1A.]

We are self-insured for certain costs associated with our operations, and insurance and claims expenses could have a material adverse effect on us. We are self-insured up to certain limits that vary by [added: operating company and] type of risk for costs associated with workers’ compensation claims, vehicle accidents, property and cargo loss, general business liabilities, and benefits paid under employee disability programs.

During [removed: 2022,] [added: 2023,] higher self-insurance accruals negatively [removed: impacted] [added: affected] our results of operations.

Although we believe our aggregate insurance limits should be sufficient to cover our historic claims amounts, the commercial trucking industry has experienced a wave of blockbuster or so-called “nuclear” verdicts, including some instances in which juries have awarded hundreds of millions of dollars to those injured in accidents and their [removed: families (such as the recently affirmed award by a New Mexico state court jury in a personal injury and wrongful death lawsuit against FedEx Ground discussed below).][added: families.]

For more information, see “Our businesses are capital intensive, and we must make capital decisions based upon projected volume levels.” below.

Our results in 2023 were adversely impacted by lower global volumes due to weak economic conditions.

We are experiencing a decline in demand for our transportation services as inflation and interest rate increases are negatively affecting consumer and business spending.

Additionally, we are experiencing higher costs to serve through higher fuel prices, wage rates, purchased transportation costs, and other direct operating expenses such as operational supplies.

During 2024, we expect macroeconomic conditions to continue to negatively affect customer demand for our services.

See Item 7.

We have suspended all services in Ukraine and Belarus.

We also temporarily idled our operations in Russia and reduced our presence to the minimum required for purposes of maintaining a legal presence with active transport licenses.

\- 25 -

The failure to successfully execute our DRIVE transformation program, including Network 2.0, and our one FedEx consolidation plan in the expected time frame and at the expected cost may adversely affect our future results. In the first quarter of fiscal 2023, FedEx announced our DRIVE transformation program to improve long-term profitability, including Network 2.0, the multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada.

In the fourth quarter of 2023, FedEx announced one FedEx, a consolidation plan to ultimately bring FedEx Express, FedEx Ground, FedEx Services, and other FedEx operating companies into Federal Express Corporation.

These entities currently operate as separate and independent businesses and networks.

There can be no assurances that these businesses and networks can successfully be consolidated and fully integrated as planned.

It is possible that the consolidation and integration process could result in higher than currently expected costs, less-than-expected savings, the loss of customers, the disruption of ongoing businesses, union organizing, litigation, the loss of key FedEx employees or service providers, or other unexpected issues.

It is also possible that the overall process will take longer than currently anticipated.

Additionally, the following issues, among others, must be addressed in order to realize the anticipated timing and projected benefits of our DRIVE transformation and one FedEx consolidation plan:

- combining the physical networks and operations of FedEx Express and FedEx Ground, including consolidating the companies’ linehaul and pickup-and-delivery operations, and corporate functions;

- our ability to maintain coverage of U.S. employees at FedEx Express under the RLA and manage challenges to the employment status of drivers employed by service providers engaged by FedEx Ground, in addition to other labor-related risks;

- integrating, consolidating, and implementing new administrative and back-office support functions, information-technology infrastructure, and computer systems of the respective companies;

- integrating and restructuring the corporate entities;

- integrating and unifying the offerings and services available to historical FedEx Express and FedEx Ground customers;

- harmonizing the companies’ operating practices, employee development and compensation programs, internal controls, and other policies, procedures, and processes;

- maintaining existing agreements with customers and service providers and avoiding delays in entering into new agreements with prospective customers and service providers;

- legal challenges by FedEx Ground service providers or government agencies seeking to slow or stop plans related to Network 2.0 or our one FedEx consolidation;

- addressing possible differences in business backgrounds, corporate cultures, and management philosophies;

- addressing employee issues so as to promote retention and maintain efficient and effective labor and employee relations;

- maintaining access to ports of call and railroads for intermodal support;

- managing the movement of certain positions to different locations;

- obtaining any required regulatory licenses, operating authority, or contractual consents; and

- managing unforeseen increased expenses or delays associated with the consolidation and integration process.

We may not be able to achieve the expected operational efficiencies and network flexibility, alignment of our cost base with demand, cost savings and reductions to our permanent cost structure, and other benefits from our DRIVE transformation and one FedEx consolidation plan.

These initiatives and enhancements could also result in asset impairment charges and changes to our tax liabilities and deferred tax balances.

All of these factors could adversely affect FedEx’s results of operations and negatively affect the price of our common stock.

In addition, at times the attention of certain members of our management may be focused on the DRIVE transformation and one FedEx consolidation plan and diverted from day-to-day business operations, which may disrupt our business.

Additionally, while we have insurance coverage designed to address certain aspects of cyber risks in place, we cannot be certain that we will continue to be able to obtain excess insurance coverage in amounts we deem sufficient, our insurance carriers will pay on our insurance claims, or we will not experience a claim for which coverage is not provided.

These risks may also be heightened by our DRIVE transformation, including Network 2.0, and one FedEx consolidation plan.

Financial Statements” of our Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022 for information regarding the 2015 jury award of approximately $160 million in compensatory damages in a lawsuit related to a vehicle accident involving a driver employed by a service provider engaged by FedEx Ground, subsequent court affirmation of the award in 2018 and 2022, and our pursuit of reimbursement from insurers of our payment of approximately $210 million of pre- and post-judgment interest.

We have now shifted to operating in a more stable post-COVID-19 environment with less restrictions, which resulted in consumers returning to near pre-pandemic shopping patterns during 2023.

See “Description of Business Segments — Trends Affecting Our Business” under “Item 7.

Risk Factors” and “Item 7.

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.

We expect slowing economic conditions during 2023.

Additionally, we incurred higher costs due to labor market challenges in 2022, and we expect such conditions to continue to be present in 2023.

Additionally, while we have insurance coverage designed to address certain aspects of cyber risks in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.

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 shutdowns, and other restrictions.

This uncertainty is expected to continue to impact our business in 2023.

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.

We have also 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.

Our business operations may be disrupted, and we may experience increased risk of adverse effects on our business, if a significant portion of our workforce or certain business operations are negatively impacted as a result of remote work arrangements, including due to cyber risks or other disruption to our technology infrastructure.

For more information about the COVID-19 pandemic and its effect on our business, results of operations, and financial condition, see “Item 7.

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.

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.

Additionally, we are executing initiatives to use data to transform the digital and physical experiences of our customers and team members, as well as to transform and optimize the FedEx Express international business, particularly in Europe.

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.

Changes in our business strategy may also expose us to new and heightened risks.

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.

The COVID-19 pandemic has negatively impacted the USPS.

Additionally, the USPS continues to experience budgetary uncertainty as well as increased political debate regarding potential privatization or restructuring of its operations.

Further, a decision by the USPS to terminate early or not renew its contract with FedEx Express for domestic services, which expires in September 2024, would negatively impact our profitability.

We also make significant investments to rebrand, integrate, and grow the companies that we acquire.

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

Our autonomous delivery strategy is dependent upon our ability to successfully mitigate unique technological, operational, and regulatory risks. As discussed further in “Item 1.

Business” under “FedEx Services Segment—Customer-Driven Technology—Autonomous Delivery Technology,” we are exploring the use of autonomous delivery technology within our operations.

Autonomous delivery is a new and evolving market, which makes it difficult to predict its acceptance, growth, the magnitude and timing of necessary investments, and other trends.

This aspect of our business strategy is subject to a variety of risks inherent with the development of new technologies, including the ability to continue to develop autonomous delivery software and hardware; access to sufficient capital; our ability to develop and maintain necessary partnerships; risks related to the manufacture of autonomous devices; and significant competition from other companies, some of which may have more resources and capital to devote to autonomous delivery technologies than we do.

In addition, we face risks related to the commercial deployment of autonomous delivery devices on our targeted timeline or at all, including consumer acceptance; achievement of adequate safety and other performance standards; and compliance with uncertain, evolving, and potentially conflicting federal and state regulations.

To the extent accidents, cybersecurity breaches, or other adverse events associated with our autonomous delivery devices occur, we could be subject to liability, government scrutiny, further regulation, and reputational damage.

Any of the foregoing could adversely impact our results of operations, financial condition, and growth prospects.

Our failure to attract 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. Our success depends upon the efforts and abilities of our high-quality employees, many of whom are longstanding FedEx team members.

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.

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.

Results of operations includes an overview of our consolidated [removed: 2022] [added: 2023] results compared to [removed: 2021] [added: 2022] results.

This section also includes a discussion of key actions and events that impacted our results, as well as our outlook for [removed: 2023.][added: 2024.]

Discussion and analysis of [removed: 2020] [added: 2021] results and year-over-year comparisons between [removed: 2021] [added: 2022] results and [removed: 2020] [added: 2021] 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, [removed: 2021.][added: 2022.]

The overview is followed by a [removed: financial summary and analysis (including a] discussion of both historical operating results and our outlook for [removed: 2023)] [added: 2024, as well as a financial summary and analysis] for each of our transportation segments.

Our financial condition is reviewed through an analysis of key elements of our liquidity and capital resources, financial commitments, and liquidity outlook for [removed: 2023.][added: 2024.]

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

Many of our operating expenses are directly [removed: impacted] [added: affected] by revenue and volume levels, and we expect these operating expenses to fluctuate on a year-over-year basis consistent with changes in revenue and volumes.

Therefore, the discussion of operating expense captions focuses on the key drivers and trends [removed: impacting] [added: affecting] expenses other than those factors strictly related to changes in revenue and volumes.

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

Except as otherwise specified, references to years indicate our fiscal year ended May 31, [removed: 2022] [added: 2023] or ended May 31 of the year [removed: referenced] [added: referenced,] and comparisons are to the corresponding period of the prior year.

| | | [removed: 2022(1)] [added: 2023(1)] | | | | [removed: 2021(1)] [added: 2022(1)] | | | | Percent Change | | | |

| Consolidated revenue | | $ | [removed: 93,512] [added: 90,155] | | | $ | [removed: 83,959] [added: 93,512] | | | | [removed: 11] [added: (4] | [added: )] | |

| FedEx Express segment | | | [removed: 2,922] [added: 1,064] | | | | [removed: 2,810] [added: 2,922] | | | | [removed: 4] [added: (64] | [added: )] | |

| FedEx Ground segment | | | [removed: 2,642] [added: 3,140] | | | | [removed: 3,193] [added: 2,642] | | | | [removed: (17] [added: 19] | [removed: )] | |

| FedEx Freight segment | | | [removed: 1,663] [added: 1,925] | | | | [removed: 1,005] [added: 1,663] | | | | [removed: 65] [added: 16] | | |

| Corporate, other, and eliminations | | | [removed: (982] [added: (1,217] | ) | | | [removed: (1,151] [added: (982] | ) | | | [removed: 15] [added: (24] | [added: )] | |

| Consolidated operating income | | | [removed: 6,245] [added: 4,912] | | | | [removed: 5,857] [added: 6,245] | | | | [removed: 7] [added: (21] | [added: )] | |

| FedEx Express segment | | | [removed: 6.4] [added: 2.5] | % | | | [removed: 6.7] [added: 6.4] | % | | | [removed: (30] [added: (390] | ) | bp |

| FedEx Ground segment | | | [removed: 8.0] [added: 9.4] | % | | | [removed: 10.5] [added: 8.0] | % | | | [removed: (250] [added: 140] | [removed: )] | bp |

| FedEx Freight segment | | | [removed: 17.4] [added: 20.0] | % | | | [removed: 12.8] [added: 17.4] | % | | | [removed: 460] [added: 260] | | bp |

| Consolidated operating margin | | | [removed: 6.7] [added: 5.4] | % | | | [removed: 7.0] [added: 6.7] | % | | | [removed: (30] [added: (130] | ) | bp |

| Consolidated net income | | $ | [removed: 3,826] [added: 3,972] | | | $ | [removed: 5,231] [added: 3,826] | | | | [removed: (27] [added: 4] | [removed: )] | |

| Diluted earnings per share | | $ | [removed: 14.33] [added: 15.48] | | | $ | [removed: 19.45] [added: 14.33] | | | | [removed: (26] [added: 8] | [removed: )] | |

The following table shows changes in revenue and operating results by reportable segment for [removed: 2022] [added: 2023] compared to [removed: 2021] [added: 2022] (in millions):

| FedEx Express segment | | $ | [removed: 3,736] [added: (3,071] | [added: )] | | $ | [removed: 112] [added: (1,858] | [added: )] |

| FedEx Ground segment | | | [removed: 2,736] [added: 275] | | | | [removed: (551] [added: 498] | [removed: )] |

| FedEx Freight segment | | | [removed: 1,699] [added: 100] | | | | [removed: 658] [added: 262] | |

| FedEx Services segment | | | [removed: 221] [added: 48] | | | | — | |

| Corporate, other, and eliminations | | | [removed: 1,161] [added: (709] | [added: )] | | | [removed: 169] [added: (235] | [added: )] |

| Business [added: optimization and] realignment costs | | $ | [removed: (278] [added: (309] | ) | | $ | [removed: (116] [added: (278] | ) |

| FedEx Ground legal [removed: matter] [added: matters] | | | [removed: (210] [added: (35] | ) | | | [removed: —] [added: (210] | [added: )] |

| TNT Express integration expenses | | | [removed: (132] [added: —] | [removed: )] | | | [removed: (210] [added: (132] | ) |

| Mark-to-market (“MTM”) retirement plans accounting adjustments, net of tax | | $ | [removed: (1,199] [added: 493] | [removed: )] | | $ | [removed: 895] [added: (1,199] | [added: )] |

[removed: Our 2022 results include business realignment] [added: We incurred] costs of [added: $36 million ($27 million, net of tax, or $0.11 per diluted share) in 2023 and] $278 million ($214 million, net of tax, or $0.80 per diluted share) [added: in 2022] associated with our [removed: workforce reduction plan in Europe announced in 2021.][added: business realignment activities.]

See the “Business [added: Optimization and] Realignment Costs” section of this MD&A for more information.

[removed: Our 2022 results also include] [added: Operating income includes] a [added: $35 million charge ($26 million, net of tax, or $0.10 per diluted share) in 2023 related to a FedEx Ground legal matter and a] $210 million charge ($160 million, net of tax, [removed: of] [added: or] $0.60 per diluted share) [removed: recognized] in [removed: the fourth quarter] [added: 2022] related to pre- and post-judgment interest in connection with a [added: separate] FedEx Ground legal matter.

[removed: The amount is included in “Corporate, other,] [added: Refer to Note 6, Note 7,] and [removed: eliminations.” See] Note [removed: 19] [added: 17] of the accompanying consolidated financial statements for more information.

[removed: We incurred TNT Express integration] [added: Operating] expenses [removed: totaling] [added: in 2022 include] $132 million ($103 million, net of tax, or $0.39 per diluted share) [removed: in 2022, a decrease] of [removed: $78 million from 2021.][added: TNT Express integration expenses.]

The identification of these costs as [removed: integration-related] [added: business optimization-related] expenditures is subject to our disclosure controls and procedures.

Business” for a more detailed description of each of our operating companies and information regarding our “one FedEx” consolidation plan to ultimately bring FedEx Express, FedEx Ground, FedEx Services, and other FedEx operating companies into Federal Express Corporation.

Trends Affecting Our Business

The following trends significantly impact the indicators discussed above, as well as our business and operating results.

See the risk factors identified under Part I, Item 1A.

“Risk Factors” for more information.

Additionally, see “Results of Operations and Outlook – Consolidated Results – Outlook” and “Results of Operations and Outlook – Financial Condition – Liquidity Outlook” below for additional information on efforts we are taking to mitigate adverse trends.

*Macroeconomic Conditions*

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

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

Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods and the rate of growth of global trade.

Our results in 2023 were adversely impacted by lower global volumes due to weak economic conditions.

*COVID-19 Pandemic and Supply Chain*

The coronavirus (“COVID-19”) pandemic had varying impacts on the demand for our services and our business operations and has contributed to global supply chain disruptions.

During the first half of 2023, we continued to be affected by COVID-19 lockdowns in Asia, which impacted both manufacturing and supply chains.

We have now shifted to operating in a more stable post-COVID-19

environment with less restrictions, which resulted in consumers returning to near pre-pandemic shopping patterns during 2023.

As global supply chains stabilized during 2023, we experienced improvements in the availability of labor and vehicles, trailers, and other package handling equipment.

*Inflation and Interest Rates*

Global inflation is well above historical levels, impacting all areas of our business.

Additionally, global interest rates continue to rise in an effort to curb inflation.

We are experiencing a decline in demand for our transportation services as inflation and interest rate increases are negatively affecting consumer and business spending.

Additionally, we are experiencing higher costs to serve through higher fuel prices, wage rates, purchased transportation costs, and other direct operating expenses such as operational supplies.

We expect inflation and high interest rates to continue to negatively affect our results in 2024.

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.

The timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges can significantly affect our operating results either positively or negatively in the short-term.

Higher fuel prices drove an increase in yields through higher fuel surcharges and an increase in fuel expense during 2023 at all of our transportation segments.

*Geopolitical Conflicts*

Given the nature of our business and our global operations, geopolitical conflicts may adversely affect our business and results of operations.

We also temporarily idled our operations in Russia and reduced our presence to the minimum required for purposes of maintaining a legal presence with active transport licenses.

As a result, we incurred an immaterial amount of severance and other related expenses in 2023, which is included in business optimization expenses at FedEx Express.

While we do not expect this conflict to have a direct material impact on our business or results of operations, the broader consequences are adversely affecting the global economy and fuel prices generally and may also have the effect of heightening other risks disclosed under Part I, Item 1A.

“Risk Factors.” See “Results of Operations and Outlook – Consolidated Results – Business Optimization and Realignment Costs” below for additional information.

| | | $ | (3,357 | ) | | $ | (1,333 | ) |

| | | 2023 | | | | 2022 | | |

| Goodwill and other asset impairment charges | | | (117 | ) | | | — | |

| | | $ | (461 | ) | | $ | (620 | ) |

| | | $ | 493 | | | $ | (1,199 | ) |

Our operating results for 2023 were negatively affected by macroeconomic conditions, including inflation well above historical levels, and elevated global interest rates.

In response to market conditions, we implemented cost reductions and focused on yield improvement to partially mitigate the effect of volume declines.

Cost reductions included reducing flight hours, temporarily parking and retiring aircraft, improving productivity, delaying and reducing certain peak wage programs, consolidating and closing sorts, canceling network capacity projects, and reducing select Sunday operations.

\- 44 -

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

| | | | | | | | | |

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

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

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

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

| Loss on debt extinguishment, net of tax | | | — | | | | (297 | ) |

| | | $ | (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.

The integration expenses are predominantly incremental costs directly associated with the integration of TNT Express, primarily related to professional and legal fees.

Internal salaries and wages are included only to the extent the individuals are assigned full-time to integration activities.

These costs were recognized at FedEx Express and FedEx Corporation.

Integration expenses do not include costs associated with our business realignment activities (discussed above).

Consolidated net income in 2021 also includes a loss on debt extinguishment of $393 million ($297 million, net of tax, or $1.11 per diluted share) associated with our capital allocation strategy, which includes reducing outstanding debt.

In 2021, we recognized a tax benefit of $279 million ($1.04 per diluted share) related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which allows tax losses to be offset against income from prior years that was taxed at higher rates, and a tax benefit of $66 million ($0.25 per diluted share) from a tax rate increase in the Netherlands applied to our deferred tax asset balances.

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

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.

FedEx Freight revenue increased 22% in 2022 primarily due to higher revenue per shipment and increased average daily shipments.

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.

While fluctuations in fuel surcharge percentages can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield.

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.

The actual amount and timing of business realignment costs and related cost savings resulting from the workforce reduction plan are dependent on local country consultation processes and regulations and negotiated social plans and may differ from our current expectations and estimates.

The challenging labor market and inflationary pressures contributed to increases in purchased transportation, salaries and employee benefits, and other operating expenses in 2022.

Higher fuel surcharges also contributed to increased purchased transportation costs.

Higher self-insurance accruals, increased costs related to information technology expenses, a charge related to pre- and post-judgment interest in connection with a FedEx Ground legal matter, and additional volume-related expenses also contributed to an increase in other operating expense in 2022.

Rentals and landing fees increased in 2022 primarily driven by increased vehicle and aircraft leases at FedEx Express, as well as network expansion at FedEx Ground.

Some FedEx Express international fuel surcharges incorporate a timing lag of approximately six to eight weeks.

The net impact of fuel on operating income described below and for each segment below does not include the impact from these ordinary-course table changes.

In order to provide information about the impact of fuel surcharges on the trend in revenue and yield growth, we have included the comparative weighted-average fuel surcharge percentages in effect for 2022 and 2021 in the accompanying discussions of each of our transportation segments.

Fuel expense increased 77% during 2022 due to higher fuel prices.

The net impact of fuel had a significant benefit to operating income in 2022 as higher fuel surcharges outpaced increased fuel prices.

As disclosed in Note [removed: 7] [added: 6] 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: $18.8] [added: $17.5] billion at May 31, [removed: 2022] [added: 2023] and outstanding [removed: fixed- and floating-rate] [added: 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.]

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: $518] [added: $743] million as of May 31, [removed: 2022] [added: 2023] and approximately [removed: $507] [added: $518] million as of May 31, [removed: 2021.][added: 2022.]

Foreign currency fluctuations had a slightly [removed: positive] [added: negative] impact on operating income in [removed: 2022] [added: 2023] and a slightly [removed: negative] [added: positive] impact on operating income in [removed: 2021.][added: 2022.]

At May 31, [removed: 2022,] [added: 2023,] 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 a decrease in expected operating income of approximately [removed: $50] [added: $236] million for [removed: 2023.][added: 2024.]

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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

\- 70 -

FedEx provides [added: customers and businesses worldwide with] a broad portfolio of transportation, e-commerce, and business [removed: services] [added: services, offering integrated business solutions] through operating companies competing collectively, operating collaboratively, and innovating [removed: digitally, under the respected FedEx brand.][added: digitally as one FedEx.]

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 [removed: heavy,] [added: big and] bulky products to or through the door for residences and businesses.

[removed: The] [added: Additionally, the] FedEx Office and Print Services, Inc. (“FedEx Office”) operating segment provides document and business services and retail access to our package transportation 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 Dataworks, Inc. (“FedEx Dataworks”) operating [removed: segment, including ShopRunner, Inc. (“ShopRunner”),] [added: segment] is focused on creating solutions to transform the digital and physical experiences of our customers and team members.

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

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

The collective FedEx brand [removed: unites our distinct operating companies, giving] [added: gives] us our competitive edge.

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

Our business strategy also provides flexibility in [removed: sizing] [added: structuring] our [removed: operating companies] [added: network] to align with varying macroeconomic conditions and customer demand for the market segments in which they operate, allowing us to leverage and manage change.

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

[removed: The] [added: Additionally, the] size and scale of our [added: global] network gives us key insights into global supply chains and trends.

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

To fully harness the power of this data, FedEx Dataworks is focused on putting our data into context and using it to [removed: transform] [added: enhance] the [removed: digital] [added: efficiency of the FedEx network] and [removed: physical experiences] [added: our customers’ supply chains, as well as the end-to-end experience] of our [removed: customers and team members.][added: customers.]

[removed: See] [added: For additional information regarding FedEx Dataworks e-commerce partnerships, tools, and solutions, see] “FedEx Services Segment — Customer-Driven [removed: Technology” and “FedEx Dataworks Operating Segment” below for more information.][added: Technology — E-Commerce Solutions.”]

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

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

During [removed: 2022] [added: 2023] and early [removed: 2023,] [added: 2024,] we [removed: have] introduced [added: and expanded] a number of innovative solutions, advanced important long-term business initiatives, and made other important investments that benefit our customers, team members, [removed: and] communities, [added: and other stakeholders,] including:

[removed: - Announcing] [added: In June 2022, FedEx announced] the launch of Picture Proof of Delivery for express and ground residential deliveries in the U.S. and Canada that are released without a [removed: signature in advance of the 2023 holiday peak season.][added: signature.]

[removed: - Entering] [added: In 2022, FedEx Express entered] into a strategic alliance with [removed: Delhivery Limited (“Delhivery”),] [added: Delhivery,] a leading logistics and supply chain services company in India.

Among the many reputation awards we received during [removed: 2022,] [added: 2023,] FedEx ranked [removed: 16th] [added: 18th] in *FORTUNE* magazine’s “World’s Most Admired Companies” list — the [removed: 22nd] [added: 23rd] 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.

For example, [added: in 2023] FedEx was named [removed: to] [added: the 21st best workplace overall in] *FORTUNE* magazine’s list of the [removed: “100] [added: “World’s] Best [removed: Companies to Work For” in the U.S. in 2022.][added: Workplaces.”]

Our [removed: 2022] [added: 2023] ESG Report is available at *fedex.com/en-us/sustainability/reports.html*.

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

[removed: Across the globe, our team members] [added: These values] are [removed: united by] [added: grounded in] our [removed: passion to deliver] [added: Quality Driven Management system,] the [removed: FedEx] Purple [removed: Promise—to] [added: Promise to] make every FedEx experience [removed: outstanding—and] [added: outstanding, and] our People–Service–Profit [removed: principles.][added: philosophy, which we bring to life by:]

- Embracing [removed: Diversity, Equity, and Inclusion (“DEI”)] [added: DEI] so everyone feels appreciated and valued.

[removed: In 2022, we launched a new, enterprise-wide culture framework built on] [added: Our] five [removed: values: take] [added: culture values—take] care of each other, commit to do good, [removed: own outstanding,] drive business results, [added: own outstanding,] and create what’s [removed: next.][added: next—unify all our operating companies and empower us to support our strategy and values.]

Our [removed: longstanding] “Safety Above All” philosophy is the first and foremost value in every aspect of our [added: business and is key to maintaining a successful and safe] business.

[removed: In addition,] [added: The] Learning inspired by FedEx [removed: (LiFE)—a] [added: (LiFE) program — a] partnership between multiple FedEx operating companies and The University of [removed: Memphis—continues to allow many employees the opportunity to earn] [added: Memphis—offers] a [added: suite of education benefits, including] tuition-free, fully online [removed: degree.][added: degree options for over 30 associate’s and bachelor’s programs of study.]

Eligible employees include all FedEx Express employees at all hub and airport locations in the U.S. as well as all U.S.-based FedEx Logistics and [added: FedEx Freight employees and] all Memphis-based FedEx Supply Chain employees.

We [added: value feedback from our team members and] provide several avenues [removed: to listen to and engage with our team, including] [added: of engagement, such as] annual surveys, employee networks, and direct feedback.

Turnover for part-time team members, primarily package handlers at our sorting locations, was [removed: 200%,] [added: 205%,] while full-time team member turnover was 32% in [removed: 2022.][added: 2023.]

These traditionally higher rates have recently been further exacerbated by the highly competitive labor [removed: market and the conditions created by the COVID-19 pandemic.][added: market.]

As of May 31, [removed: 2022,] [added: 2023,] FedEx employed approximately [removed: 345,000] [added: 328,000] permanent full-time and approximately [removed: 202,000] [added: 201,000] permanent part-time [removed: employees] [added: employees,] and FedEx Ground utilized [removed: over 6,000] [added: nearly 7,000] contracted service providers.

The pilots [removed: at] [added: of] FedEx Express, who are a small number of its total employees, are [added: represented by ALPA and are] employed under a collective bargaining agreement that took effect [removed: on November 2, 2015, and became amendable] in November [removed: 2021.][added: 2015.]

Bargaining for a successor agreement began in May [removed: 2021] [added: 2021,] and [removed: continues.][added: in November 2022 the NMB began actively mediating the negotiations.]

We pair donations with charitable shipping and access to our global network, team member volunteers, subject matter expertise, influence, and connections to meet social and business [removed: goals, and make our biggest investments in areas where we can address significant issues and apply our unique business capabilities.][added: goals.]

FedEx Cares focuses on three major giving [removed: portfolios:][added: pillars:]

[removed: In 2020 we launched] [added: - Exceeding our] FedEx Cares 50 by 50 [removed: with the] goal of positively impacting 50 million people around the world by our 50th anniversary in [added: April] 2023.

[added: Additionally,] FedEx [removed: also] supports communities throughout the U.S. with its [removed: annual] FedEx Cares [removed: United Way giving campaign.][added: Employee Giving program.]

Our “Practical Sustainability” philosophy and “Reduce, Replace, Revolutionize” approach guide our [removed: efforts to mitigate environmental impacts, increase efficiency, reduce costs, and protect against future risks.][added: sustainability strategy.]

\- 2 -

One FedEx and Network 2.0

In the fourth quarter of 2023, we announced “one FedEx”, a consolidation plan to ultimately bring FedEx Express, FedEx Ground, FedEx Services, and other FedEx operating companies into Federal Express Corporation, becoming a single company operating a unified, fully integrated air-ground network under the respected FedEx brand.

FedEx Freight will continue to provide LTL freight transportation services as a stand-alone and separate company under Federal Express Corporation.

The organizational redesign will be implemented in phases with full implementation expected in June 2024.

One FedEx will help facilitate our DRIVE transformation program to improve long-term profitability, including Network 2.0, the multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada.

We have announced the implementation of Network 2.0 in more than 20 markets, including the phased transition of all FedEx Ground operations and personnel in Canada to FedEx Express beginning in April 2024.

Under Network 2.0, FedEx will continue to utilize both employees and contracted service providers.

See “Business Segments” below, “Item 1A.

Over the last 50 years, we built networks that have created a differentiated and unmatched portfolio of services while continuously evolving to meet the changing needs of our customers and the market.

We made significant investments in our service network in recent years to build out our infrastructure and services to meet increased e-commerce demand.

Through one FedEx and Network 2.0, we are building a simplified experience to better serve our customers with enhanced capabilities and transforming to operate with more flexibility, efficiency, and intelligence.

One FedEx and Network 2.0 will leverage the strength of our networks, people, and assets in more efficient ways, enabling a distinct focus on air and international volume while facilitating a more holistic approach to how we move packages on the ground.

Leveraging the capabilities of FedEx Dataworks, developments in data and technology are facilitating the execution of our DRIVE transformation by creating new opportunities to improve our operational efficiency by optimizing our existing physical capacity and staffing.

See “Business Segments” below for more information.

- Launching DRIVE, a comprehensive program to improve our long-term profitability, including Network 2.0, the multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada.

- Announcing one FedEx, our consolidation plan to ultimately bring FedEx Express, FedEx Ground, FedEx Services, and other FedEx operating companies into Federal Express Corporation, becoming a single company operating a unified, fully integrated air-ground network.

- Expanding Picture Proof of Delivery to 90% of global residential deliveries.

- Improving service at FedEx Express and FedEx Ground through the reopening and completion of intra-European road hubs and continued enhancements to route optimization and package handler scheduling technologies.

- Offering FedEx Consolidated Returns in the U.S., a low-priced, customer-friendly e-commerce returns option facilitated through supply chain services offered by FedEx Logistics and FedEx Office.

- Introducing FedEx Sustainability Insights in the U.S., a cloud-based engine that harnesses scan data from our global logistics network to enhance customer access to emissions information.

Additionally, in 2023 Ethisphere, a global leader in defining and advancing the standards of ethical business practices, named FedEx as one of the World’s Most Ethical Companies®.

The success of our efforts is built on our sound ESG practices, which are aligned with our strategic focus.

This report details progress toward our ESG strategies, goals, and initiatives and our approach toward industry leadership in ESG to support our strategy and values.

Our exemplary human network defines who we are and what kind of business we want to be.

Ultimately, our success depends on our people’s talent, dedication, and well-being.

We strive to recruit, retain, develop, and support our team members as we grow globally.

The Compensation and Human Resources Committee of our Board of Directors reviews and discusses with management our key human resource management strategies and programs, including company culture and diversity, equity, and inclusion (“DEI”).

Throughout our 50-year history, the FedEx culture has driven our success.

*Health and Safety*

Our highest priority is the well-being, health, and safety of all our employees.

Our detailed safety policies, education, and technology investments are embedded into our day-to-day work and help us follow through on our commitment to make our workplaces and communities safer for our team members, customers, and communities.

| *Diversity, Equity, and Inclusion Creates Opportunity* We believe that DEI delivers a better future for all team members, customers, suppliers, and communities. As a global business, we value the diversity of perspectives, backgrounds, and experiences of our people and recognize DEI is essential to our success and the communities we serve. DEI fosters collaboration, enables us to recruit, retain, and develop a talented workforce, and underpins our business performance and sustainability. The continued integration of DEI into our business strategies and progress towards our DEI objectives supported our ability to respond to the challenging labor market our industry faced in recent years. FedEx has a long-standing commitment to fully embrace DEI throughout our organization, from the Board of Directors to every employee. This commitment is communicated through our DEI framework and four strategic pillars: Our People; Our Education and Engagement; Our Communities, Customers, and Suppliers; and Our Story. We continue to roll out programs to ensure our people are engaged and can develop at FedEx. The FedEx Ground workforce career track program, Purple Pathways, directly targets our most diverse population, frontline managers and package handlers, to support their career growth. To further our transparency efforts regarding our workforce composition, we report the prior year’s gender, racial, and ethnic composition of our U.S. workforce by EEO-1 job category, as set forth in the consolidated EEO-1 Reports filed by FedEx and its operating subsidiaries with the Equal Employment Opportunity Commission. These reports can be found on our DEI webpage at *fedex.com/en-us/about/diversity-inclusion.html*. *Quality of Life* To support the well-being of our employees and their families, we provide the resources they need to thrive at work and at home. All eligible full- and part-time team members are equipped with competitive benefits, including healthcare, wellness, paid sick leave, other flexible paid time off, and other benefits. To ensure our benefits and compensation stay competitive, we conduct periodic peer benchmarking and internal pay equity analyses. |  |

All eligible full- and part-time employees and their eligible dependents receive competitive health benefits.

In the U.S., we cover approximately 70% of total eligible health and disability costs at the plan level for approximately 212,000 participating employees as of May 2023.

Additionally, we offer competitive time-off that is based on feedback from our team members about what is important to them, and provide 24/7 confidential counseling services to support the mental health and well-being of our employees and their household members.

At FedEx, we are committed to helping our team members grow and further develop their careers.

We proactively evolve our operating companies’ learning frameworks to meet emerging trends and align existing competencies to future capabilities and skillsets to future-proof talent needs.

Our learning and development opportunities increase team member engagement, improve retention, and enhance the employee value proposition.

Across the enterprise, we tailor our Core New Employee Orientation to best fit team member responsibilities in their local workplace.

At FedEx, our ambition to “Deliver Today, Innovate for Tomorrow” and our strategic operating principles, “compete collectively, operate collaboratively, innovate digitally,” guide how we grow, execute, and evolve as a company and help differentiate FedEx from our competitors.

While we believe that operating 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.

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.

We are also leveraging the power of technology to make supply chains smarter for everyone through sensor-based technologies, providing enhanced visibility and predictive capabilities, and enhancing sortation technology.

- Completing the physical network integration of TNT Express into FedEx Express and continuing to execute additional initiatives to further transform and optimize the FedEx Express international business, particularly in Europe.

- 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.

- 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.

By competing collectively under the FedEx brand, our operating companies benefit from one of the world’s most recognized brands.

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

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

FedEx was 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 ESG strategies, FedEx connects the communities where we live and work in remarkable ways.

This report discusses our ESG strategies and programs and includes important goals and metrics that demonstrate our commitment to fulfilling our responsibilities in these areas.

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.

In addition to our superior physical and information networks, FedEx has an exemplary human network.

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

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.

*Safety*

It is backed by strict policies, robust team member education, safety recognition awards, and continued investment in technology.

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

During the coronavirus (“COVID-19”) pandemic, we implemented numerous measures to keep our team members, customers, and communities safe while on the front lines operating in impacted areas and providing connectivity and delivery of critical medical supplies around the world.

| *Diversity, Equity, and Inclusion Creates Opportunity* We believe that DEI delivers a better future for all team members, customers, suppliers, and communities. As a global company, we see exceptional business and community value in the diversity of perspectives and experiences that our team members bring to work every day. While we are proud of what we have achieved during our almost 50-year history, we know that DEI must always be at the forefront of our business strategy. The FedEx workforce is as diverse as the world we serve, and we believe that everyone deserves respect. We are committed to be a diverse, equitable, and inclusive employer. We set, measure, and assess our DEI goals and progress through four strategic pillars: Our People; Our Education and Engagement; Our Communities, Customers, and Suppliers; and Our Story. In 2022 we continued to align our strategy with these pillars by investing in programs, initiatives, and people across our workforce, culture, marketplace, and communities. Additionally, to further our transparency efforts regarding our workforce composition, in 2022 we began reporting the prior year’s gender, racial, and ethnic composition of our U.S. workforce by EEO-1 job category, as set forth in the consolidated EEO-1 Reports filed by FedEx and its operating subsidiaries with the Equal Employment Opportunity Commission. *Compensation and Benefits* We provide our team members with competitive healthcare, wellness, paid sick leave and other flexible paid time off, and other benefits to support their quality of life and enable them to thrive in the workplace. In addition, we offer competitive retirement benefits to eligible U.S. team members. We conduct periodic benchmarking analyses to ensure our pay remains competitive. In addition, FedEx regularly assesses internal pay equity. In each pay analysis, we adjust for job tenure, region, performance, and other variables that can influence pay over time. All eligible full-time and part-time employees and their eligible dependents receive competitive health benefits. In the U.S., we cover approximately 70% of total eligible healthcare costs for part- and full-time employees at the plan level for our approximately 227,000 participating employees as of January 2022. |  |

To support team members’ mental health and well-being, we offer 24/7 confidential counseling services to employees, eligible dependents, and all household members, even if they are not participating plan members.

As our team members commit to delivering the Purple Promise, we remain committed to providing all our employees with learning and development opportunities to advance their careers at FedEx.

Training and development begins with our enterprise-wide content for new employees—Core New Employee Orientation—which provides a consistent onboarding experience across our operating companies on topics such as safety, security, compliance, sustainability, and DEI.

Beyond training opportunities, we provide ongoing career development tools, opportunities, and education for all full-time employees.

Each operating company designs and manages its own leadership and development programs in support of its unique needs.

In 2021, we provided over $17 million in tuition assistance to nearly 11,000 employees to further their education.

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.

*Employee Engagement*

We value feedback from our team members, looking to understand their concerns and expectations and, where appropriate, acting on them.

[removed: For a description of certain pending legal proceedings, see] [added: See] Note [removed: 19] [added: 18] of the accompanying consolidated financial [removed: statements.][added: statements, which is incorporated herein by reference, for a description of certain pending legal proceedings.]

For the fiscal year ended May 31, [removed: 2022.][added: 2023.]

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: 2021,] [added: 2022,] was approximately [removed: $56.4] [added: $42.4] billion.

As of July [removed: 14, 2022, 259,845,660] [added: 13, 2023, 251,187,242] shares of the Registrant’s common stock were outstanding.

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2022] [added: 2023] annual meeting of stockholders to be held on September [removed: 19, 2022] [added: 21, 2023] are incorporated by reference in response to Part III of this Report.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities”; the “Business [added: Optimization and] Realignment Costs,” “Income Taxes,” [removed: “Outlook” (including segment outlooks),] [added: “Outlook,” “Reportable Segments,”] “Liquidity Outlook,” and “Critical Accounting Estimates” sections of “Item 7.

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

| [ITEM 1. Business](#item_1_business) | [removed: 3] [added: 2] |

| [ITEM 1A. Risk Factors](#item_1a_risk_factors) | [removed: 26] [added: 25] |

| [ITEM 3. Legal Proceedings](#item_3_legal_proceedings) | [removed: 41] [added: 42] |

| [ITEM 4. Mine Safety Disclosures](#item_4_mine_safety_disclosures) | [removed: 41] [added: 42] |

| [Information about our Executive Officers](#executiveofficersregistrant) | [removed: 42] [added: 43] |

| [ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | [removed: 44] [added: 45] |

| [ITEM 6. \[RESERVED\]](#item_6_reserved) | [removed: 44] [added: 45] |

| [ITEM 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition](#item_7_managements_discussion_analysis_r) | [removed: 44] [added: 45] |

| [ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 70] [added: 71] |

| [ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 113] [added: 114] |

| [ITEM 9A. Controls and Procedures](#item_9a_controls_procedures) | [removed: 113] [added: 114] |

| [ITEM 9B. Other Information](#item_9b_or_information) | [removed: 113] [added: 114] |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | [removed: 113] [added: 114] |

| [ITEM 10. Directors, Executive Officers, and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 114] [added: 115] |

| [ITEM 11. Executive Compensation](#item_11_executive_compensation) | [removed: 114] [added: 115] |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 114] [added: 115] |

| [ITEM 13. Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 114] [added: 115] |

| [ITEM 14. Principal Accountant Fees and Services](#item_14_principal_accountant_fees_servic) | [removed: 114] [added: 115] |

| [ITEM 15. Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 115] [added: 116] |

| [ITEM 16. Form 10-K Summary](#item_16_form_10k_summary) | [removed: 124] [added: 126] |

| [Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex4_1.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex4_1.htm)] | |

| [Exhibit [removed: 10.14](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_14.htm)] [added: 10.16](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex10_16.htm)] | |

| [Exhibit [removed: 10.15](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_15.htm)] [added: 10.55](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex10_55.htm)] | |

| [Exhibit [removed: 10.16](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_16.htm)] [added: 10.83](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex10_83.htm)] | |

| [Exhibit [removed: 10.19](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_19.htm)] [added: 21](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex21.htm)] | |

| [Exhibit [removed: 10.20](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_20.htm)] [added: 22](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex22.htm)] | |

| [Exhibit [removed: 10.21](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_21.htm)] [added: 23](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex23.htm)] | |

| [Exhibit [removed: 10.22](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_22.htm)] [added: 4.44](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex4_44.htm)] | |

| [Exhibit [removed: 10.23](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_23.htm)] [added: 31.1](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex31_1.htm)] | |

| [Exhibit [removed: 10.24](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_24.htm)] [added: 31.2](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex31_2.htm)] | |

| [Exhibit [removed: 10.25](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_25.htm)] [added: 32.1](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex32_1.htm)] | |

| [Exhibit [removed: 10.26](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_26.htm)] [added: 32.2](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex32_2.htm)] | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [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) | |

| [Exhibit 10.81](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_81.htm) | |

| [Exhibit 10.102](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_102.htm) | |

| [Exhibit 10.103](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_103.htm) | |

| [Exhibit 10.104](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_104.htm) | |

| [Exhibit 10.107](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_107.htm) | |

| [Exhibit 21](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex21.htm) | |

| [Exhibit 22](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex22.htm) | |

| [Exhibit 23](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex23.htm) | |

| [Exhibit 31.1](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex31_1.htm) | |

As of May 31, [removed: 2022,] [added: 2023,] FedEx Express’s aircraft fleet consisted of the following:

| Boeing B777F | | | | [removed: 48] [added: 50] | | | | | | 3 | | | | | | [removed: 51] [added: 53] | | | | | | 233,300 | | |

| Boeing MD11 | | | | [removed: 50] [added: 41] | | | | | | [removed: 7] [added: 5] | | | | | | [removed: 57] [added: 46] | | | | | | 192,600 | | |

| Boeing 767F | | | | [removed: 114] [added: 128] | | | | | | — | | | | | [added: 128(1)] | [removed: 114] | | | | | | 127,100 | | |

| Airbus A300-600 | | | | 56 | | | | | | [removed: 11] [added: 9] | | | | | | [removed: 67] [added: 65] | | | | | | 106,600 | | |

| Boeing 757-200 | | | | [removed: 119] [added: 115] | | | | | | — | | | | | | [removed: 119] [added: 115] | | | | | | 63,000 | | |

| ATR-72 600F | | | | [removed: 6] [added: 13] | | | | | | — | | | | | [removed: 6(1)] [added: 13(2)] | | | | | | | 19,290 | | |

| Cessna 408 | | | | [removed: 1] [added: 9] | | | | | | — | | | | | [removed: 1(1)] | [added: 9] | | | | | | 6,000 | | |

| Cessna 208B | | | | [removed: 235] [added: 234] | | | | | | — | | | | | | [removed: 235] [added: 234] | | | | | | 2,830 | | |

As of May 31, [removed: 2022,] [added: 2023,] FedEx Express operated [removed: approximately 86,000] [added: more than 82,000] vehicles in its global network.

The following table is a summary of the number and type of aircraft we were committed to purchase as of May 31, [removed: 2022,] [added: 2023,] with the year of expected delivery:

| 2024 | | | [removed: 12] [added: 15] | | | | [removed: 6] [added: 10] | | | | 14 | | | | 4 | | | | [removed: 36] [added: 43] | |

| Total | | | [removed: 49] [added: 41] | | | | [removed: 24] [added: 17] | | | | [removed: 38] [added: 24] | | | | [removed: 8] [added: 6] | | | | [removed: 119] [added: 88] | |

As of May 31, [removed: 2022,] [added: 2023,] we had [removed: $1.3] [added: $1.0] billion in deposits and progress payments on aircraft purchases and other planned aircraft-related transactions.

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

At May 31, [removed: 2022,] [added: 2023,] FedEx Express operated the following major sorting and handling facilities:

| Indianapolis, Indiana(2) | | | [removed: 482] [added: 450] | | | | [removed: 2,847,215] [added: 3,002,925] | | | | [removed: 131,000] [added: 140,000] | | | Indianapolis Airport Authority | | 2053 |

| Miami, Florida(3) | | | [removed: 29] [added: 35] | | | | [removed: 143,322] [added: 284,809] | | | | 7,000 | | | Aero Miami FX, LLC | | 2041 |

| Los Angeles, California | | | 34 | | | | 305,300 | | | | [removed: 57,000] [added: 23,000] | | | City of Los Angeles | | 2025(4) |

As of May 31, [removed: 2022,] [added: 2023,] FedEx Express owned or leased [removed: 652] [added: approximately 650] facilities for city station operations in the U.S. In addition, over 1,100 city stations are owned or leased throughout FedEx Express’s international network.

As of May 31, [removed: 2022,] [added: 2023,] FedEx Express had approximately [removed: 32,000] [added: 29,000] Drop Boxes.

FedEx Express customers can also ship from [removed: approximately 42,000] [added: over 45,000] staffed drop-off locations, including FedEx Office stores and FedEx Authorized ShipCenters.

Internationally, FedEx Express had approximately [removed: 15,000] [added: 19,000] drop-off locations.

As of May 31, [removed: 2022,] [added: 2023,] FedEx Ground owned or leased over [removed: 680] [added: 700] facilities, including [removed: approximately] [added: more than] 160 fully automated stations.

Of the [removed: 583] [added: 606] facilities that supported FedEx Home Delivery as of May 31, [removed: 2022, 562] [added: 2023, 587] were co-located with existing FedEx Ground operations.

Strategically located to cover the geographic area served by FedEx Ground, the facilities range in size from approximately 1,000 to 1,060,000 square feet, with an average size of approximately [removed: 165,000] [added: 176,000] square feet.

As of May 31, [removed: 2022,] [added: 2023,] FedEx Freight operated [removed: more than] [added: nearly] 30,000 vehicles and approximately [removed: 400] [added: 390] service centers, which are strategically located to provide service throughout North America.

The FedEx Authorized ShipCenter program offers U.S. domestic and international FedEx Express and FedEx Ground shipping and drop-off services through a network of nearly [removed: 4,800] [added: 4,700] franchised and independent “pack and ship” retail locations.

The FedEx OnSite network includes [removed: approximately 19,000] [added: nearly 17,000] drop-off locations at Walgreens, Dollar General, and Albertsons stores.

Additionally, FedEx Services has an agreement with Office Depot, Inc. to offer U.S. domestic and international FedEx Express and FedEx Ground shipping and drop-off services at [removed: approximately] [added: nearly] 1,000 Office Depot and OfficeMax retail locations.

As of May 31, [removed: 2022,] [added: 2023,] FedEx Office operated approximately [removed: 2,200] [added: 2,000] customer-facing stores and 18 manufacturing plants with expanded print capabilities (traditional electrophotography, digital and traditional offset, large and grand format, and dye sublimation printing), with 14 of the manufacturing plants also housing co-located signs and graphics production operations.

FedEx [removed: Logistics’] [added: Logistics’s] corporate headquarters are located in Memphis, Tennessee.

As of May 31, [removed: 2022,] [added: 2023,] FedEx Trade Networks Transport & Brokerage operated approximately [removed: 150] [added: 122] offices and facilities in [removed: 34] [added: 33] countries and territories throughout North America and in Africa, Asia-Pacific, Europe, India, Latin America, the Middle East, and Australia/New Zealand.

In addition, as of May 31, [removed: 2022,] [added: 2023,] FedEx Supply Chain had approximately [removed: 100] [added: 82] facilities through which it operates its supply chain logistics services.

FedEx Dataworks’ corporate headquarters are located in Memphis, [removed: Tennessee and ShopRunner’s corporate headquarters are located in Chicago, Illinois.][added: Tennessee.]

| Total | | | | 683 | | | | | | 17 | | | | | | 700 | | | | | | | | |

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

During 2023, we retired our MD-10-30 fleet and accelerated the retirement of our MD-11 fleet to the end of 2028.

See the “Results of Operations and Outlook — Consolidated Results — Goodwill and Other Asset Impairment Charges” section of “Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition” of this Annual Report for more information on aircraft retirements during 2023.

| 2028 | | | — | | | | — | | | | — | | | | — | | | | — | |

(2)

In 2023, FedEx Express reopened and completed central European road hubs in Duiven, The Netherlands and Novara, Italy, respectively.

See “Item 1.

Business” of this Annual Report under the caption “FedEx Ground Segment” for information regarding the rationalization of FedEx Ground’s operations in 2023 through sort consolidations and the cancellation of several planned network capacity projects.

FedEx Freight plans to close and consolidate approximately 30 locations in the first quarter of 2024.

\- 41 -

During 2023 approximately 150 FedEx Office stores were closed.

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

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

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

FedEx Express also operates a central European road hub in Duiven, The Netherlands.

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

| Frederick W. Smith Executive Chairman and Chairman of the Board | [removed: 77] [added: 78] | Executive Chairman of FedEx since June [removed: 1,] 2022 and Chairman of the Board since January 1998; Chief Executive Officer of FedEx 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; [removed: and] President of FedEx Express from June 1971 to February [removed: 1975.] [added: 1975; and Chairman of FedEx Express from 1975 to May 2022.] |

| Rajesh Subramaniam President and Chief Executive Officer and Director | [removed: 56] [added: 57] | President of FedEx since March 2019 and Chief Executive Officer of FedEx since June [removed: 1,] 2022; director of FedEx since January 2020; Chief [added: Executive Officer—Elect of FedEx from March 2022 to May 2022; Chief] Operating Officer of FedEx from March 2019 to [removed: May] [added: March] 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 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 [removed: First Horizon Corporation,] [added: The Proctor & Gamble Company,] a [removed: financial holding] [added: consumer products] company. |

| Mark R. Allen Executive Vice President, General Counsel and Secretary | [removed: 66] [added: 67] | 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. |

| Brie A. Carere Executive Vice President — Chief Customer Officer | [removed: 44] [added: 45] | Executive Vice President — Chief Customer Officer of FedEx since June [removed: 1,] 2022; Executive Vice President — Chief Marketing and Communications Officer of FedEx from January 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 experience, and strategy with FedEx Express Canada from 2001 to October 2010. Ms. Carere serves as a director of ZipRecruiter, Inc., an online employment marketplace. |

| Robert B. Carter Executive Vice President — FedEx Information Services and Chief Information Officer | [removed: 63] [added: 64] | 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. |

| Michael C. Lenz Executive Vice President and Chief Financial Officer | [removed: 58] [added: 59] | 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 planning, and fleet planning at American Airlines, Inc. from 1994 to 2005. [added: Mr. Lenz will serve as Executive Vice President and Chief Financial Officer of FedEx through July 31, 2023, and remain at FedEx as a Senior Advisor until December 31, 2023.] |

| John A. Smith President and Chief Executive [removed: Officer, FedEx] [added: Officer — U.S. and Canada] Ground [added: Operations, FedEx Express] | [removed: 60] [added: 61] | President and Chief Executive Officer [added: — U.S. and Canada Ground Operations] of FedEx [removed: Ground] [added: Express] since [added: April 16, 2023; President and Chief Executive Officer of FedEx Ground from] June [removed: 2021;] [added: 2021 to April 2023;] 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. |

| Richard W. Smith President and Chief Executive Officer — [removed: Elect,] [added: Airline and International,] FedEx Express | [removed: 44] [added: 45] | President and Chief Executive Officer — [removed: Elect] [added: Airline and International] of FedEx Express since April [removed: 1, 2022; will succeed Mr. Colleran as] [added: 16, 2023;] President and Chief Executive Officer of FedEx Express [removed: on] [added: from] September [removed: 1,] [added: 2022 to April 2023; President and Chief Executive Officer—Elect of FedEx Express from April 2022 to August] 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. |

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

| Tracy B. Brightman Executive Vice President — Chief People Officer | 60 | Executive Vice President — Chief People Officer of FedEx since June 16, 2023; Corporate Vice President — Chief People Officer of FedEx from November 2022 to June 2023; General Counsel & Senior Vice President — Legal and Human Resources of FedEx Office from October 2020 to November 2022; Senior Vice President — Human Resources and Communications of FedEx Office from April 2018 to October 2020; Senior Vice President — Human Resources of FedEx Office from July 2007 to March 2018; Vice President — Field Human Resources Operations of FedEx Office from January 2005 to June 2007; Vice President — Assistant General Counsel and Assistant Secretary of FedEx Office from April 2004 to January 2005; and Director, Litigation and Employment Counsel of FedEx Office from September 2002 to April 2004. |

| John W. Dietrich Executive Vice President and Chief Financial Officer—Elect | 58 | Mr. Dietrich will succeed Mr. Lenz as Executive Vice President and Chief Financial Officer of FedEx effective August 1, 2023; Executive Vice President and Chief Financial Officer—Elect of FedEx from July 17, 2023 to July 31, 2023; President and Chief Executive Officer and a director of Atlas Air Worldwide Holdings, Inc. (“Atlas”), a global provider of outsourced aircraft and aviation operating services, from January 1, 2020 to June 15, 2023; President and Chief Operating Officer of Atlas from July 2019 to January 2020; Executive Vice President and Chief Operating Officer of Atlas from September 2006 to July 2019; and various senior executive positions at Atlas from March 2003 to September 2006, including Senior Vice President, General Counsel, Chief Human Resources Officer, Corporate Secretary, and head of Information Technology and Corporate Communications functions. Mr. Dietrich serves as a director of AAR Corp., a provider of products and services to the worldwide aviation and government and defense markets. |

| Sriram Krishnasamy Executive Vice President — Chief Transformation Officer and Chief Executive Officer — FedEx Dataworks | 51 | Executive Vice President — Chief Transformation Officer and Chief Executive Officer — FedEx Dataworks since August 2022; President and Chief Executive Officer, FedEx Dataworks at FedEx Services from November 2021 to July 2022; Senior Vice President — Strategic Programs of FedEx Services from February 2020 to October 2021; Senior Vice President — Global Portfolio Marketing from January 2019 to January 2020; Vice President — Marketing of FedEx Express from July 2017 to January 2019; Managing Director — Strategic Marketing of FedEx Express from July 2015 to July 2017; and various positions in marketing and finance with FedEx Express from September 1997 to June 2015. |

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

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| Jill C. 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, marketing, and strategic planning from 1985 to May 2002. |

| Donald F. Colleran President and Chief Executive Officer, FedEx Express | 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 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 (i) ABM Industries Incorporated, a provider of integrated facility solutions, (ii) EastGroup Properties, Inc., an equity real estate investment trust, and (iii) Delhivery Limited, a logistics and supply chain company. |

| Lance D. Moll President and Chief Executive Officer, FedEx Freight | 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. |

FedEx’s common stock is listed on the New York Stock Exchange under the symbol “FDX.” As of July [removed: 14, 2022,] [added: 13, 2023,] there were [removed: 11,421] [added: 12,405] holders of record of our common stock.

We did not repurchase any shares of FedEx common stock during the fourth quarter of [removed: 2022.][added: 2023.]

As of July [removed: 14, 2022,] [added: 13, 2023,] approximately [removed: $4.1] [added: $2.1] billion remains available to be used for repurchases under the December 2021 stock repurchase program, which is the only such program that currently exists.

Financial Statements and Supplementary Data” of this Annual Report for additional information regarding our stock repurchases during [removed: 2022] [added: 2023] and planned stock repurchases during [removed: 2023.][added: 2024.]

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of May 31, [removed: 2022,] [added: 2023,] the end of our fiscal year.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of May 31, [removed: 2022,] [added: 2023,] has been audited by Ernst & Young 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.

We have audited FedEx Corporation’s internal control over financial reporting as of May 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, FedEx Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated July [removed: 18, 2022] [added: 17, 2023] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of FedEx Corporation (the Company) as of May 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated July [removed: 18, 2022] [added: 17, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | At May 31, [removed: 2022,] [added: 2023,] the Company’s aggregated projected benefit obligation for U.S. pension plans was [removed: $28.7] [added: $26.4] billion and exceeded the [removed: $26.0] [added: $24.8] billion fair value of U.S. pension plan assets, resulting in an unfunded U.S. pension obligation of [removed: $2.7] [added: $1.6] billion. The net periodic benefit [removed: cost] [added: income] for the year ended May 31, [removed: 2022] [added: 2023] for the U.S. pension plans was [removed: $1.6 billion.] [added: $313 million.] As explained in Note [removed: 14] [added: 13] 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 obligation for the U.S. pension plans 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 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. |

| *Description of the Matter* | | At May 31, [removed: 2022,] [added: 2023,] the Company’s self-insurance accruals reflected in the balance sheet were [removed: $4.5] [added: $5.1] 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 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. |

| | | [added: 2023 | | | |] 2022 | | | | 2021 | | |

| Cash and cash equivalents | | $ | [removed: 6,897] [added: 6,856] | | | $ | [removed: 7,087] [added: 6,897] | |

| Receivables, less allowances of [removed: $692] [added: $800] and [removed: $742] [added: $692] | | | [removed: 11,863] [added: 10,188] | | | | [removed: 12,069] [added: 11,863] | |

| Spare parts, supplies, and fuel, less allowances of [removed: $360] [added: $276] and [removed: $349] [added: $360] | | | [removed: 637] [added: 604] | | | | [removed: 587] [added: 637] | |

| Prepaid expenses and other | | | [removed: 968] [added: 962] | | | | [removed: 837] [added: 968] | |

| Total current assets | | | [removed: 20,365] [added: 18,610] | | | | [removed: 20,580] [added: 20,365] | |

| Aircraft and related equipment | | | [removed: 27,874] [added: 29,108] | | | | [removed: 26,268] [added: 27,874] | |

| Package handling and ground support equipment | | | [removed: 14,930] [added: 16,839] | | | | [removed: 13,012] [added: 14,930] | |

| Information technology | | | [removed: 8,098] [added: 8,792] | | | | [removed: 7,486] [added: 8,098] | |

| Vehicles and trailers | | | [removed: 9,806] [added: 10,191] | | | | [removed: 9,282] [added: 9,806] | |

| Facilities and other | | | [removed: 14,567] [added: 15,694] | | | | [removed: 14,029] [added: 14,567] | |

| Total property and equipment, at cost | | | [removed: 75,275] [added: 80,624] | | | | [removed: 70,077] [added: 75,275] | |

| Less accumulated depreciation and amortization | | | [removed: 37,184] [added: 39,926] | | | | [removed: 34,325] [added: 37,184] | |

| Net property and equipment | | | [removed: 38,091] [added: 40,698] | | | | [removed: 35,752] [added: 38,091] | |

| Operating lease right-of-use assets, net | | | [removed: 16,613] [added: 17,347] | | | | [removed: 15,383] [added: 16,613] | |

| Goodwill | | | [removed: 6,544] [added: 6,435] | | | | [removed: 6,992] [added: 6,544] | |

| Other assets | | | [removed: 4,381] [added: 4,053] | | | | [removed: 4,070] [added: 4,381] | |

| Total other long-term assets | | | [removed: 27,538] [added: 27,835] | | | | [removed: 26,445] [added: 27,538] | |

| TOTAL ASSETS | | $ | [removed: 85,994] [added: 87,143] | | | $ | [removed: 82,777] [added: 85,994] | |

| Current portion of long-term debt | | [removed: $] | [removed: 82] [added: 75] | | | [removed: $] | [removed: 146] [added: 32] | |

| Accrued salaries and employee benefits | | | [removed: 2,531] [added: 2,475] | | | | [removed: 2,903] [added: 2,531] | |

| Accounts payable | | | [removed: 4,030] [added: 3,848] | | | | [removed: 3,841] [added: 4,030] | |

| Operating lease liabilities | | | [removed: 2,443] [added: 2,390] | | | | [removed: 2,208] [added: 2,443] | |

| Accrued expenses | | | [removed: 5,188] [added: 4,747] | | | | [removed: 4,562] [added: 5,188] | |

| Total current liabilities | | | [removed: 14,274] [added: 13,586] | | | | [removed: 13,660] [added: 14,274] | |

| LONG-TERM DEBT, LESS CURRENT PORTION | | | [removed: 20,182] [added: 20,453] | | | | [removed: 20,733] [added: 20,182] | |

| Deferred income taxes | | | [removed: 4,093] [added: 4,489] | | | | [removed: 3,927] [added: 4,093] | |

| Pension, postretirement healthcare, and other benefit obligations | | | [removed: 4,448] [added: 3,130] | | | | [removed: 3,501] [added: 4,448] | |

| Self-insurance accruals | | | [removed: 2,889] [added: 3,339] | | | | [removed: 2,430] [added: 2,889] | |

| | | 2023 | | | | 2022 | | |

| NET INCOME | | $ | 3,972 | | | $ | 3,826 | | | $ | 5,231 | |

| Net income | | $ | 3,972 | | | $ | 3,826 | | | $ | 5,231 | |

| Depreciation and amortization | | | 4,176 | | | | 3,970 | | | | 3,793 | |

| Goodwill and other asset impairment charges | | | 117 | | | | — | | | | — | |

| Balance at May 31, 2023 | $ | 32 | | | $ | 3,769 | | | $ | 35,259 | | | $ | (1,327 | ) | | $ | (11,645 | ) | | $ | 26,088 | |

In the fourth quarter of 2023, we made the decision to permanently retire from service 12 Boeing MD-11F aircraft and 25 related engines, four Boeing 757-200 aircraft and one related engine, and two Airbus A300-600 aircraft and eight related engines, to align with the plans of FedEx Express to modernize its aircraft fleet, improve its global network, and better align air network capacity to match current and anticipated shipment volumes.

All of these aircraft were temporarily idled and not in revenue service.

The agreement became amendable in November 2021.

In May 2023, FedEx Express reached a tentative successor agreement with ALPA.

The tentative agreement was approved by ALPA’s FedEx Express Master Executive Council in June 2023 and is being presented to FedEx Express’s pilots for ratification during the first quarter of 2024.

The ongoing ratification process has no effect on our operations.

Once ratified, we expect to amend our pension plan offered to FedEx Express pilots resulting in a remeasurement of our pension benefit obligation.

*EQUITY INVESTMENT.* Equity investments in private companies for which we do not have the ability to exercise significant influence are accounted for at cost, with adjustments for observable changes in prices or impairments, and are classified as “Other assets” on our consolidated balance sheets with adjustments recognized in “Other income (expense), net” on our consolidated statements of income.

Each reporting period, we perform a qualitative assessment to evaluate whether the investment is impaired.

Our assessment includes a review of available recent operating results and trends, recent acquisitions and/or dispositions of the investee securities, and other publicly available data.

If the investment is impaired, we write it down to its estimated fair value.

Equity investments that have readily determinable fair values are included in “Other assets” on our consolidated balance sheets and measured at fair value with changes recognized in “Other income (expense), net” on our consolidated statements of income.

As of May 31, 2023, such investments were not material to our financial position or results of operations.

*BUSINESS OPTIMIZATION AND REALIGNMENT COSTS*.

In the second quarter of 2023, FedEx announced DRIVE, a comprehensive program to improve the company’s long-term profitability.

This program includes a business optimization plan to drive efficiency among our transportation segments and lower our overhead and support costs.

We plan to consolidate our sortation facilities and equipment, reduce pickup-and-delivery routes, and optimize our enterprise linehaul network by moving beyond discrete collaboration to an end-to-end optimized network through Network 2.0.

In the fourth quarter of 2023, we announced “one FedEx”, a consolidation plan to ultimately bring FedEx Express, FedEx Ground, FedEx Services, and other FedEx operating companies into Federal Express Corporation, becoming a single company operating a unified, fully integrated air-ground network under the respected FedEx brand.

FedEx Freight will continue to provide LTL freight transportation services as a stand-alone and separate company under Federal Express Corporation.

The organizational redesign will be implemented in phases with full implementation expected in June 2024.

One FedEx will help facilitate our DRIVE transformation program to improve long-term profitability, including Network 2.0, the multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada.

We have announced the implementation of Network 2.0 in more than 20 markets, including the phased transition of all FedEx Ground operations and personnel in Canada to FedEx Express beginning in April 2024.

Under Network 2.0, FedEx will continue to utilize both FedEx employees and contracted service providers.

These costs were primarily related to consulting services, severance, professional fees, and idling our operations in Russia.

These business optimization costs are included in Corporate, other, and eliminations and FedEx Express.

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848).

In December 2022, the FASB issued ASU 2022-06 to temporarily ease the potential burden in accounting for reference rate reform.

The adoption of this standard did not have a material effect on our consolidated financial statements and related disclosures.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities.

Our historical accounting is consistent with these clarifications.

We early adopted this standard effective September 1, 2022.

The adoption of this standard did not have an effect on our consolidated financial statements and related disclosures.

In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations, which requires a buyer in a supplier finance program (e.g., reverse factoring) to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

The standard does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs.

July 18, 2022

| Balance at May 31, 2019 | $ | 32 | | | $ | 3,231 | | | $ | 24,648 | | | $ | (865 | ) | | $ | (9,289 | ) | | $ | 17,757 | |

| Adoption of new accounting standards on June 1, 2019(1) | | — | | | | — | | | | (4 | ) | | | — | | | | — | | | | (4 | ) |

| Reclassification to retained earnings due to the adoption of a new accounting standard on June 1, 2019(2) | | — | | | | — | | | | — | | | | 51 | | | | — | | | | 51 | |

(1)

Relates to the adoption of Accounting Standards Update (“ASU”) 2016-02 and ASU 2018-02.

(2)

Relates to the adoption of ASU 2018-02.

During 2020, we made the decision to permanently retire from service 10 Airbus A310-300 aircraft and 12 related engines at FedEx Express to align with the needs of the U.S. domestic network and modernize its aircraft fleet.

A small number of our other employees are members of unions.

*EQUITY INVESTMENT.* On December 8, 2021, FedEx Express entered into equity and commercial agreements with Delhivery Limited (“Delhivery”).

As part of the collaboration, FedEx Express made a $100 million equity investment in Delhivery, FedEx Express sold certain assets pertaining to its domestic business in India to Delhivery, and the companies entered into a long-term commercial agreement.

FedEx Express will focus on international export and import services to and from India, and Delhivery will, in addition to FedEx, sell FedEx Express international services in the India market and provide pickup-and-delivery services across India.

This transaction was recorded in the third quarter of 2022 and was not material to our results of operations.

*TREASURY SHARES.* In January 2016, our Board of Directors approved a stock repurchase program of up to 25 million shares (the “2016 repurchase program”).

No shares remain available for repurchase under the 2016 repurchase program.

*BUSINESS REALIGNMENT COSTS*.

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.

The actual amount and timing of business realignment costs and related cost savings resulting from the workforce reduction plan are dependent on local country consultation processes and regulations and negotiated social plans and may differ from our current expectation and estimates.

See Note 7 for information on the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”) in our Credit Agreements (defined below) on March 15, 2022.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842), which provides alternative accounting for sales-type and direct financing leases with variable lease payments.

The guidance allows lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or rate as an operating lease if certain criteria are met.

We do not have leases classified as sales-type or direct financing and will apply the guidance on a prospective basis to applicable leases that commence or are modified on or after June 1, 2022.

NOTE 4: BUSINESS COMBINATIONS

On December 23, 2020, we acquired ShopRunner, Inc. (“ShopRunner”), an e-commerce platform that directly connects brands and merchants with online shoppers, for $228 million in cash from operations.

The majority of the purchase price was allocated to goodwill and intangibles.

The financial results of ShopRunner are included in “Corporate, other, and eliminations” from the date of acquisition and were not material to our results of operations; therefore, pro forma financial information has not been provided.

| Goodwill at May 31, 2020 | | $ | 4,869 | | | $ | 840 | | | $ | 767 | | | $ | 1,938 | | | $ | 8,414 | |

| Balance as of May 31, 2020 | | | 4,869 | | | | 840 | | | | 634 | | | | 29 | | | | 6,372 | |

| Goodwill acquired(1) | | | 18 | | | | 103 | | | | — | | | | 40 | | | | 161 | |

| Other(2) | | | 471 | | | | — | | | | — | | | | (12 | ) | | | 459 | |

Goodwill acquired relates to the acquisition of ShopRunner.

In 2020, we recorded impairment charges of $358 million predominantly attributable to our FedEx Office and Print Services, Inc. (“FedEx Office”) reporting unit.

The coronavirus (“COVID-19”) pandemic resulted in store closures and declining print revenue at FedEx Office during the fourth quarter of 2020.

| | | $ | 2,531 | | | $ | 2,903 | |

| | | $ | 5,188 | | | $ | 4,562 | |

| | | | | | | | | | 20,264 | | | | 20,879 | |

| | | | | | | | | $ | 20,182 | | | $ | 20,733 | |

| 2026 | | | | | | | 1,337 | |

| 2027 | | | | | | | 1,391 | |

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: 2022] [added: 2023] (the end of the period covered by this Annual Report).

During our fiscal quarter ended May 31, [removed: 2022,] [added: 2023,] no change occurred in our internal control over financial [removed: reporting] [added: reporting, including the new controls described above,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the third quarter of 2023, we successfully completed a significant migration to an enterprise resource planning, cloud-based financial system for a number of our domestic operating companies, building on the phased migration plan which began with our international operating companies in prior years.

We implemented new internal controls in conjunction with the migration.

Additional migrations to the cloud-based financial system will occur through 2024 and will result in further changes to our internal controls over financial reporting.

As changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

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

[removed: *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 [added: of 1934] in Part II, Item 5 (“Other Information”) of FedEx’s Quarterly Reports on Form 10-Q for the quarters ended [August 31, [removed: 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/1048911/000156459021048468/fdx-10q_20210831.htm#Item_5_Other_Information)] [added: 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/1048911/000095017022018769/fdx-20220831.htm)] and [removed: [November 30, 2021](https://www.sec.gov/Archives/edgar/data/0001048911/000156459021060577/fdx-10q_20211130.htm#ITEM_5_OTHER_INFORMATION)] [added: [February 28, 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/1048911/000095017023008475/fdx-20230228.htm)] 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*.

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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 and Finance Committee, including its members and our “audit committee financial expert”) will be presented in FedEx’s definitive proxy statement for its [removed: 2022] [added: 2023] annual meeting of stockholders, which will be held on September [removed: 19, 2022,] [added: 21, 2023,] and is incorporated herein by reference.

Information regarding director and executive compensation will be presented in FedEx’s definitive proxy statement for its [removed: 2022] [added: 2023] annual meeting of stockholders, which will be held on September [removed: 19, 2022,] [added: 21, 2023,] 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: 2022] [added: 2023] annual meeting of stockholders, which will be held on September [removed: 19, 2022,] [added: 21, 2023,] 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: 2022] [added: 2023] annual meeting of stockholders, which will be held on September [removed: 19, 2022,] [added: 21, 2023,] and is incorporated herein by reference.

Information regarding the fees for services provided by Ernst & Young LLP during [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and the Audit 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: 2022] [added: 2023] annual meeting of stockholders, which will be held on September [removed: 19, 2022,] [added: 21, 2023,] and is incorporated herein by reference.

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FedEx’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July [removed: 18, 2022] [added: 17, 2023] 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: 18, 2022] [added: 17, 2023] thereon, is presented on pages [removed: 127] [added: 129] through [removed: 128] [added: 130] of this Annual Report.

| 3.2 | | [Amended and Restated Bylaws of FedEx. (Filed as Exhibit 3.1 to FedEx’s Current Report on Form 8-K dated [removed: June 13, 2022] and filed [removed: June 14, 2022,] [added: March 6, 2023,] and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/0001048911/000119312522173823/d355288dex31.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000119312523061505/d454964dex31.htm)] |

| * 4.1 | | [Description of Capital Stock and Debt [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex4_1.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex4_1.htm)] |

| 4.43 | | [Revolving Credit Agreement (2020-1AA), dated as of August 13, 2020, between Wilmington Trust Company, as Subordination Agent, agent and trustee for the trustee of the FedEx Pass Through Trust 2020-1AA and as Borrower, and BNP Paribas, acting through its New York Branch, as Liquidity [removed: Provider.] [added: Provider (the “Liquidity Provider Revolving Credit Agreement”).] (Filed as Exhibit 4.6 to the August 13, 2020 Form 8-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465920094762/tm2025644d13_ex4-6.htm) |

| [removed: †4.44] [added: †4.45] | | [Participation Agreement (N126FE), dated as of August 13, 2020, among FedEx Express, Wilmington Trust Company, as Pass Through Trustee under the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein. (Filed as Exhibit 4.7 to the August 13, 2020 Form 8-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465920094762/tm2025644d13_ex4-7.htm) |

| * [removed: †4.45] [added: †4.46] | | [Participation Agreement (N869FD), dated as of August 13, 2020, among FedEx Express, Wilmington Trust Company, as Pass Through Trustee under the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein. (Filed as Exhibit 4.8 to the August 13, 2020 Form 8-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465920094762/tm2025644d13_ex4-8.htm) |

| [removed: 4.46] [added: 4.47] | | [Indenture and Security Agreement (N126FE), dated as of August 13, 2020, between FedEx Express and Wilmington Trust Company, as Loan Trustee. (Filed as Exhibit 4.9 to the August 13, 2020 Form 8-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465920094762/tm2025644d13_ex4-9.htm) |

| [removed: *4.47] [added: *4.48] | | [Indenture and Security Agreement (N869FD), dated as of August 13, 2020, between FedEx Express and Wilmington Trust Company, as Loan Trustee. (Filed as Exhibit 4.10 to the August 13, 2020 Form 8-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465920094762/tm2025644d13_ex4-10.htm) |

| [removed: 4.48] [added: 4.49] | | [Form of Series 2020-1AA Equipment Notes. (Included in Exhibit 4.9 to the August 13, 2020 Form 8-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465920094762/tm2025644d13_ex4-9.htm) |

| [removed: 4.49] [added: 4.50] | | [Supplemental Indenture No. 12, dated as of April 29, 2021, 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 April 29, 2021, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465921057616/tm2114231d1_ex4-2.htm) |

| [removed: 4.50] [added: 4.51] | | [Form of 2.400% Note due 2031. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 29, 2021, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465921057616/tm2114231d1_ex4-2.htm) |

| [removed: 4.51] [added: 4.52] | | [Form of 3.250% Note due 2041. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed April 29, 2021, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465921057616/tm2114231d1_ex4-2.htm) |

| [removed: 4.52] [added: 4.53] | | [Supplemental Indenture No. 13, dated as of May 4, 2021, between FedEx, the Guarantors named therein, Wells Fargo Bank, National Association, as [removed: trustee] [added: trustee,] and Elavon Financial Services DAC, UK Branch, as paying agent. (Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed May 4, 2021, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465921060945/tm2114231d2_ex4-2.htm) |

| [removed: 4.53] [added: 4.54] | | [Form of 0.450% Note due 2029. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed May 4, 2021, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465921060945/tm2114231d2_ex4-2.htm) |

| [removed: 4.54] [added: 4.55] | | [Form of 0.950% Note due 2033. (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed May 4, 2021, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465921060945/tm2114231d2_ex4-2.htm) |

| [removed: 4.55] [added: 4.56] | | [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) |

| [removed: 4.56] [added: 4.57] | | [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) |

| [removed: *†10.14] [added: †10.14] | | [Fourteenth Amendment dated March 14, 2022 (but effective as of February 1, 2022) to the Composite Lease [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_14.htm)] [added: Agreement. (Filed as Exhibit 10.14 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_14.htm)] |

| [removed: *†10.15] [added: †10.15] | | [Fifteenth Amendment dated and effective May 19, 2022 to the Composite Lease [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_15.htm)] [added: Agreement. (Filed as Exhibit 10.15 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_15.htm)] |

| [removed: *†^10.16] [added: †^10.17] | | [Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and FedEx Express (the “Boeing 777 Freighter Purchase [removed: Agreement”).](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_16.htm)] [added: Agreement”). (Filed as Exhibit 10.16 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_16.htm)] |

| [removed: 10.17] [added: 10.18] | | [Supplemental Agreement No. 1 dated as of June 16, 2008, amending the Boeing 777 Freighter Purchase Agreement. (Filed as Exhibit 10.13 to FedEx’s FY08 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000136231008003669/c73820exv10w13.htm) |

| [removed: 10.18] [added: 10.19] | | [Supplemental Agreement No. 2 dated as of July 14, 2008 to the Boeing 777 Freighter Purchase Agreement. (Filed as Exhibit 10.3 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000136231008008386/c78389exv10w3.htm) |

| [removed: *†^10.19] [added: †^10.20] | | [Supplemental Agreement No. 3 dated as of December 15, 2008 (and related side letters) to the Boeing 777 Freighter Purchase [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_19.htm)] [added: Agreement. (Filed as Exhibit 10.19 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_19.htm)] |

| [removed: *^10.20] [added: ^10.21] | | [Supplemental Agreement No. 4 dated as of January 9, 2009 (and related side letters) to the Boeing 777 Freighter Purchase [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_20.htm)] [added: Agreement. (Filed as Exhibit 10.20 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_20.htm)] |

| [removed: *^10.21] [added: ^10.22] | | [Side letters dated May 29, 2009 and May 19, 2009, each amending the Boeing 777 Freighter Purchase [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_21.htm)] [added: Agreement. (Filed as Exhibit 10.21 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_21.htm)] |

| [removed: *†^10.22] [added: †^10.23] | | [Supplemental Agreement No. 5 dated as of January 11, 2010 to the Boeing 777 Freighter Purchase [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_22.htm)] [added: Agreement. (Filed as Exhibit 10.22 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_22.htm)] |

| [removed: *†^10.23] [added: †^10.24] | | [Supplemental Agreement No. 6 dated as of March 17, 2010, Supplemental Agreement No. 7 dated as of March 17, 2010, and Supplemental Agreement No. 8 (and related side letters) dated as of April 30, 2010, each amending the Boeing 777 Freighter Purchase [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_23.htm)] [added: Agreement. (Filed as Exhibit 10.23 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_23.htm)] |

| [removed: *†^10.24] [added: †^10.25] | | [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 [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_24.htm)] [added: Agreement. (Filed as Exhibit 10.24 to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_24.htm)] |