FedEx (FDX) 10-K risk factor changes: FY2024 vs FY2023

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 [removed: growth of] global trade [added: growth] — key macroeconomic measurements influenced by, among other things, inflation and deflation, supply chain disruptions, interest rates and currency exchange rates, labor costs and unemployment levels, fuel and energy prices, [removed: public health crises,] inventory levels, [removed: buying] [added: spending] patterns [added: (including shifts from goods to services] and [added: vice versa),] disposable income, debt levels, [removed: and] credit [removed: availability.][added: availability, and public health crises.]

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

Certain manufacturers and retailers are making investments to produce and [removed: house] [added: store] goods in closer proximity to supply chains and consumers in connection with recent macroeconomic, geopolitical, and public health developments.

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

We are experiencing a decline in demand for our transportation services as inflation and [added: high] interest [removed: rate increases] [added: rates] are negatively affecting consumer and business spending.

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 ongoing [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine,] [added: Ukraine and in the Middle East,] may adversely affect our business and results of operations.

While [added: these conflicts have not had, and] we do not expect [removed: this conflict] [added: these conflicts] to [removed: have] [added: have,] a direct material effect on our business or results of operations, the broader consequences of [removed: this conflict,] [added: these conflicts,] 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 [removed: the Russian government against us as a result of our idling of operations in Russia, including nationalization of] foreign [removed: businesses in Russia;] [added: governments and other groups against us;] 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 [removed: current conflict] [added: continued conflicts] between Russia and [removed: Ukraine,] [added: Ukraine and in the Middle East,] or subsequent similar [removed: conflicts between or among other nations,] [added: conflicts,] adversely [removed: affects] [added: affect] our business, [removed: it] [added: they] may also have the effect of heightening many other risks disclosed in this Annual Report, any of which could materially and adversely affect our business and results of operations.

Such risks include, but are not limited to, disruptions to our global technology infrastructure, including through cyberattack or cyber-intrusion, ransomware attack, or malware attack; adverse changes in international trade policies; [removed: our ability to maintain or increase our prices, including our fuel surcharges in response to rising fuel costs;] [added: increased costs and unavailability of fuel;] our ability to implement and execute our business strategy, particularly with regard to our [removed: 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 affected [added: our results of] operations [removed: at FedEx Express] in recent years.

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 affected U.S. trade, including imposing tariffs on certain goods imported into the U.S. Additionally, several foreign [removed: 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.]

See “Item [removed: 7.][added: 1A.]

As of May 31, [removed: 2023,] [added: 2024,] we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

The failure to successfully execute our DRIVE [removed: transformation program,] [added: transformation,] including Network 2.0, [removed: 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 [removed: 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, [removed: FedEx] [added: we] announced one FedEx, a consolidation plan to [removed: ultimately] bring FedEx [removed: Express, FedEx Ground, FedEx Services,] [added: Ground] and [removed: other] FedEx [removed: operating companies] [added: Services] into Federal [removed: Express Corporation.][added: Express.]

See [added: “The Environment” under] “Item 1.

These entities [removed: currently operate] [added: historically operated] as separate and independent businesses and networks.

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

It is possible that the [removed: 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, [added: government agency challenges,] the loss of key [removed: FedEx] employees or service providers, or other unexpected issues.

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

- combining the [removed: physical networks and operations of FedEx] [added: Federal] Express and [added: legacy] FedEx [removed: Ground,] [added: Ground physical networks and operations,] including consolidating [removed: the companies’ linehaul and] [added: or optimizing] pickup-and-delivery [removed: operations,] and [removed: corporate functions;][added: linehaul operations;]

- our ability to maintain coverage of U.S. employees at [removed: FedEx] [added: Federal] Express under the RLA and manage challenges to the employment status of drivers employed by service providers [removed: engaged by FedEx Ground,] [added: utilized] in [added: certain linehaul and pickup-and-delivery operations, in] addition to other labor-related risks;

- integrating and unifying the offerings and services available to [removed: historical] FedEx [removed: Express and FedEx Ground] customers;

- harmonizing [removed: the companies’] [added: certain] operating [removed: practices,] [added: practices; human resource management practices such as] employee [removed: development] [added: recruitment, development,] and compensation [removed: programs,] [added: programs;] internal [removed: controls,] [added: controls;] and other policies, procedures, and processes;

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

- managing unforeseen increased expenses or delays associated with the [removed: consolidation and] integration process.

We may [removed: not] be [removed: able] [added: unable] 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 [removed: transformation and one FedEx consolidation plan.][added: transformation.]

These initiatives and enhancements could also result in asset impairment charges and changes to our tax liabilities and deferred tax [removed: balances.][added: balances and subject us to litigation.]

If we are not able to successfully implement our DRIVE transformation [removed: and one FedEx consolidation plan,] our future financial results will suffer and we may not be able to achieve our financial performance goals.

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

A significant data breach or other disruption to our technology infrastructure could disrupt our operations and result in the loss of critical [added: sensitive or] confidential information, adversely affecting our reputation, business, or results of operations. Our ability to attract and retain customers, efficiently operate our businesses, execute our DRIVE [removed: transformation and one FedEx consolidation plan,] [added: transformation,] and compete effectively [removed: depends] [added: increasingly depend] 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: shipment] information in advance of physical receipt of packages, to track items that move through our delivery systems, to efficiently plan deliveries, to 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, [added: both random and targeted,] including through cyberattack or cyber-intrusion, ransomware attack, [removed: or] malware [added: attack, or denial of service] attack by computer hackers, foreign governments and state-sponsored actors, cyber terrorists and [removed: activists,] [added: hacktivists,] cyber criminals, malicious employees or other insiders of FedEx or third-party service providers, and other groups and individuals.

[removed: For example, ShopRunner, which we acquired in 2021, collects] and stores certain personal data of its merchants and their buyers, its partners, consumers with whom it has a direct relationship, and users of its applications.

These service providers and subprocessors may store or access personal [removed: data, including payment information] [added: data] and/or other confidential information.

[removed: A disruption to our complex, global technology infrastructure, including those affecting our computer systems and websites,] [added: Such events] could result in the loss of confidential business or customer [removed: information,] [added: information;] require substantial repairs or replacements, resulting in significant [removed: costs,] [added: 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 affect our [removed: operations,] [added: business,] customer service, and results of operations.

[removed: Additionally, we have experienced continual attempts by cyber] criminals, some of which have been successful, to gain access to customer accounts for the purposes of fraudulently diverting and misappropriating items being transported in our [removed: network.][added: network, fraudulently charging shipment fees to customer or franchisee accounts, and fraudulently sending e-mails to recipients purporting to be from FedEx.]

None of these fraudulent cyber activities [added: have] caused a material disruption to our systems or resulted in any material costs to FedEx.

[removed: While we have significant] [added: Our] security processes and initiatives [removed: in place, we] may be unable to detect or prevent a breach or disruption in the future.

Additionally, in 2024 we continued to see customer preference for slower, less costly shipping services and experienced lower fuel surcharges at all of our transportation segments and reduced demand surcharges at FedEx Express.

We expect service mix to shift further toward deferred service offerings in 2025.

The decline in U.S. imports of consumer goods that started in late 2022, along with slowed global industrial production, has contributed to weakened economic conditions for the transportation industry.

Consequently, this environment has led to lower freight and package volumes at FedEx Express and FedEx Freight, negatively affecting our results in 2024.

We expect inflation and high interest rates to continue to negatively affect our results in 2025.

\- 24 -

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.

Lower fuel prices negatively affected yields through lower fuel surcharges at all of our transportation segments during 2024.

Additionally, in 2024 we announced Tricolor, the redesign of the Federal Express international air network as part of the DRIVE program to improve efficiency and asset utilization.

While the new legal structure was completed in June 2024, network integration and optimization are ongoing.

For example, ShopRunner, which we acquired in 2021, collects

See “Failure of third-party service providers to perform as expected, or disruptions in our relationships with those providers or their provision of services to FedEx, could have a material adverse effect on our business and results of operations” below for more information.

From time to time we experience disruptions to our complex, global technology infrastructure, including our computer systems and websites.

Even if we detect a cybersecurity incident, the nature and extent of the incident may not be immediately clear.

It may also not be clear how best to contain and remediate any harm caused by the cybersecurity incident, and certain errors or actions could be repeated or compounded before they are discovered and remediated.

Based on the sophistication of threat actors and the size and complexity of our information systems and network environment, among other factors, an investigation into a cybersecurity incident could take a significant amount of time to complete.

In addition, while the investigation of a cybersecurity incident is ongoing, we may not know the full extent of the harm caused by a threat actor, and such harm may spread both internally and to certain customers, vendors, or other third parties.

Additionally, our logging capabilities and the logging capabilities of third parties are not always complete or sufficiently detailed, which could affect our ability to fully investigate and understand the scope of security events.

Given the age, size, and complexity of our computer systems and network environment, patches for certain vulnerabilities may not exist and, even where patches or other risk-mitigating activities are available, the development of patches or execution of risk-mitigating actions may not occur before an underlying vulnerability is exploited or results in the compromise of our information systems or data.

Furthermore, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, creating conflicting reporting requirements.

These factors and the time spent to comply may inhibit our ability to quickly provide complete and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public.

Any or all of these factors could further increase the costs and consequences of a cybersecurity incident on our business and results of operations.

Additionally, we and our third-party service providers, vendors, and suppliers have experienced repeated attempts by cyber

Additionally, the rapid ongoing evolution and increased adoption of emerging technologies such as artificial intelligence and machine learning may make it more difficult to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of the cyber events described above.

Failure to adjust our air network to remove costs related to services currently provided to the USPS could adversely affect our profitability. The contract for Federal Express to provide the USPS transportation services within the United States will expire by its terms on September 29, 2024.

Federal Express will continue to provide air transportation services domestically and to Puerto Rico through the contract’s expiration.

If we are unable to adjust our air network to remove costs related to the services currently provided to the USPS following expiration of the contract, our profitability could be negatively affected.

The

Failure of third-party service providers to perform as expected, or disruptions in our relationships with those providers or their provision of services to FedEx, could have a material adverse effect on our business and results of operations. FedEx has engaged third-party service providers to perform certain functions that are integral to our business, including the provision of information technology infrastructure, application development, maintenance and support, and end-user support services.

There can be no assurance that our third-party service providers will adhere to contractual service performance or compliance requirements, and such service providers may suffer disruptions to their systems, labor groups, or supply chains that could adversely affect their services.

We may also have disagreements with such service providers, and related contracts may be terminated or may not be extended or renewed.

Additionally, from time to time such service providers have engaged in fraudulent activities in the course of their business relationships with FedEx.

Any of the foregoing could disrupt our operations and result in a material adverse effect on our reputation, business, or results of operations.

savings and reductions to our permanent cost structure, and other benefits from our strategic investments and other decisions.

For example, in June 2024 we announced a workforce reduction plan in Europe.

The execution of the plan is subject to a consultation process that is expected to occur over an 18-month period in accordance with local country processes and regulations.

The actual amount and timing of business optimization 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.

If we are not able to successfully implement this plan, our future financial results may suffer.

Our ongoing assessment of the role of FedEx Freight in our portfolio structure may not result in any consummated transaction or other outcome and could adversely affect our business, and there is no guarantee that any transaction resulting from the assessment will ultimately benefit our stockholders. In June 2024, we announced that FedEx’s management and Board of Directors are conducting an assessment of the role of FedEx Freight in the company’s portfolio structure.

There is no assurance that the assessment will result in the approval or completion of any specific transaction or other outcome.

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

We expect these trends to continue.

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

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.

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

Several of these factors combined to constrain fuel supply in 2023, and we expect such conditions to continue to be present in 2024.

- integrating and restructuring the corporate entities;

During 2023, higher self-insurance accruals negatively affected our results of operations.

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.

Management’s Discussion and Analysis of Results of Operations and Financial Condition” of this Annual Report, as well as “Item 1A.

Additionally, the ICAO’s standard that previously allowed a member state to permit carriers and other entities to determine, without government oversight, which shippers and shipments are secure for purposes of putting those shipments on all-cargo aircraft was modified effective July 1, 2021.

As a result, we are now required to undertake additional security measures for international outbound shipments.

Difficulties in quickly adjusting our operations and fixed-cost structure to match shifting volume levels, particularly at FedEx Express, negatively affected our results of operations in 2023.

Additionally, see “Item 7.

Changes in the business or financial soundness of the USPS, including strategic changes to its operations to reduce its reliance on the air network of FedEx Express, are likely to have an adverse effect on our results of operations and financial condition. The USPS is the largest customer of FedEx Express, which provides domestic air transportation services for the USPS’s First Class Mail, Priority Mail Express, and Priority Mail and transportation and delivery for the USPS’s international delivery service.

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

Pursuant to previously announced plans to restructure its operations, the USPS continues to implement strategic changes to its operations to reduce its reliance on the air network of FedEx Express, which negatively affected our results of operations in 2023.

FedEx Express expects lower volumes from the USPS in 2024.

Additional changes in the USPS’s business, including further structural changes to its operations, network, volume levels, service offerings, service commitments, or pricing, could have additional negative effects on our revenue, results of operations, and financial condition.

Further, the USPS’s contract with FedEx Express for domestic services expires on September 29, 2024, and there is no assurance that the contract will be renewed on terms that are commercially acceptable to FedEx.

Additionally, a decision by the USPS to terminate the contract early could negatively affect our profitability.

Management’s Discussion and Analysis of Results of Operations and Financial Condition — Results of Operations and Outlook — Consolidated Results — Goodwill and Other Asset Impairment Charges” of this Annual Report for information regarding a noncash impairment charge recorded in the fourth quarter of 2023 related to the ShopRunner acquisition.

Labor organizations attempt to organize groups of our employees from time to time, and potential changes in labor laws could make it easier for them to do so. If we are unable to maintain positive relationships with our employees and to avoid having labor organizations organize groups of our employees, our operating costs could significantly increase and our operational flexibility could be significantly reduced.

Business” of this Annual Report under the caption “Regulation.” We may also incur additional expenses as a result of U.S. and international regulators requiring additional disclosures regarding GHG emissions.

Business” of this Annual Report under the caption “Regulation.” Additionally, the current U.S. presidential administration and various U.S. federal and state regulatory bodies have indicated a desire to reform various aspects of existing laws, regulations, and enforcement priorities and strategies that could, among other things, lead to comprehensive tax reform, broadly increase the U.S. minimum wage, make it easier for unions to organize our U.S. employees or the employees of our service providers, and alter the employment relationship between service providers engaged by FedEx Ground and the drivers employed by those service providers.

\- 37 -

- the United Kingdom’s exit from the EU (“Brexit”), including the economic, operational, regulatory, and financial effects of any post-Brexit trade deal between the United Kingdom and EU;

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

Results of operations includes an overview of our consolidated [removed: 2023] [added: 2024] results compared to [removed: 2022] [added: 2023] results.

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

Discussion and analysis of [removed: 2021] [added: 2022] results and year-over-year comparisons between [removed: 2022] [added: 2023] results and [removed: 2021] [added: 2022] 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: 2022.][added: 2023.]

The overview is followed by a discussion of both historical operating results [added: for our business segments in place during 2024] and [added: 2023 and] our outlook for [removed: 2024,] [added: 2025,] as well as a financial summary and analysis for each of our transportation [removed: segments.][added: segments in place during 2024 and 2023.]

Our financial condition is reviewed through an analysis of key elements of our liquidity and capital resources, financial commitments, and liquidity outlook for [removed: 2024.][added: 2025.]

[removed: Our] [added: During 2024 and 2023, our] primary operating companies [removed: are] [added: were] Federal Express Corporation (“FedEx Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight Corporation [added: and its less-than-truckload (“LTL”) operating subsidiary FedEx Freight, Inc.] (“FedEx Freight”), a leading North American provider of [removed: less-than-truckload (“LTL”)] [added: LTL] freight transportation services.

[removed: These] [added: For these periods, those] companies [removed: represent] [added: represented] our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), [removed: constitute] [added: constituted] our reportable segments.

Our FedEx Services segment [removed: provides] [added: provided] sales, marketing, information technology, communications, customer service, technical support, billing and collection services, and certain back-office functions that [removed: support] [added: supported] our operating segments.

The operating costs of the FedEx Services segment [removed: are] [added: were] allocated to the business units it [removed: serves.][added: served during 2024 and 2023.]

See “Reportable Segments” [removed: for further discussion] [added: below] and [removed: refer to] “Item 1.

The following trends significantly [removed: impact] [added: affect] the indicators discussed above, as well as our business and operating results.

Additionally, see “Results of Operations and Outlook – Consolidated Results – [added: Business Optimization and Realignment Costs and –] Outlook” and “Results of Operations and Outlook – Financial Condition – Liquidity Outlook” below for additional information on efforts we are taking to mitigate adverse trends.

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 [removed: growth of] global [removed: trade.][added: trade growth.]

Additionally, global interest rates [removed: continue to rise] [added: remained elevated] in an effort to curb inflation.

We are experiencing a decline in demand for our transportation services as inflation and [added: high] interest [removed: rate increases] [added: rates] are negatively affecting consumer and business spending.

We expect inflation and high interest rates to continue to negatively affect our results in [removed: 2024.][added: 2025.]

[removed: Higher] [added: Lower] fuel prices [removed: drove an increase in] [added: negatively affected] yields through [removed: higher] [added: lower] fuel surcharges and [removed: an increase] [added: drove a decrease] in fuel expense during [removed: 2023] [added: 2024] at all of our transportation segments.

While we do not expect [removed: this conflict] [added: ongoing geopolitical conflicts between Russia and Ukraine and in the Middle East] to have a direct material impact on our business or results of operations, the broader consequences are adversely affecting the global economy and [removed: fuel prices generally and] may also have the effect of heightening other risks disclosed under Part I, Item 1A.

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

Except as otherwise specified, references to years indicate our fiscal year ended May 31, [removed: 2023] [added: 2024] or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year.

| | | [removed: 2023(1)] [added: 2024(1)] | | | | [removed: 2022(1)] [added: 2023(1)] | | | | Percent Change | | | |

| Consolidated revenue | | $ | [removed: 90,155] [added: 87,693] | | | $ | [removed: 93,512] [added: 90,155] | | | | [removed: (4] [added: (3] | ) | |

| FedEx Express segment | | | [removed: 1,064] [added: 776] | | | | [removed: 2,922] [added: 1,064] | | | | [removed: (64] [added: (27] | ) | |

| FedEx Ground segment | | | [removed: 3,140] [added: 4,049] | | | | [removed: 2,642] [added: 3,140] | | | | [removed: 19] [added: 29] | | |

| FedEx Freight segment | | | [removed: 1,925] [added: 1,814] | | | | [removed: 1,663] [added: 1,925] | | | | [removed: 16] [added: (6] | [added: )] | |

| Corporate, other, and eliminations | | | [removed: (1,217] [added: (1,080] | ) | | | [removed: (982] [added: (1,217] | ) | | | [removed: (24] [added: 11] | [removed: )] | |

| Consolidated operating income | | | [removed: 4,912] [added: 5,559] | | | | [removed: 6,245] [added: 4,912] | | | | [removed: (21] [added: 13] | [removed: )] | |

| FedEx Express segment | | | [removed: 2.5] [added: 1.9] | % | | | [removed: 6.4] [added: 2.5] | % | | | [removed: (390] [added: (60] | ) | bp |

| FedEx Ground segment | | | [removed: 9.4] [added: 11.8] | % | | | [removed: 8.0] [added: 9.4] | % | | | [removed: 140] [added: 240] | | bp |

| FedEx Freight segment | | | 20.0 | % | | | [removed: 17.4] [added: 20.0] | % | | | [removed: 260] [added: 0] | | bp |

| Consolidated operating margin | | | [removed: 5.4] [added: 6.3] | % | | | [removed: 6.7] [added: 5.4] | % | | | [removed: (130] [added: 90] | [removed: )] | bp |

| Consolidated net income | | $ | [removed: 3,972] [added: 4,331] | | | $ | [removed: 3,826] [added: 3,972] | | | | [removed: 4] [added: 9] | | |

| Diluted earnings per share | | $ | [removed: 15.48] [added: 17.21] | | | $ | [removed: 14.33] [added: 15.48] | | | | [removed: 8] [added: 11] | | |

The following table shows changes in revenue and operating results by reportable segment for [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] (in millions):

| FedEx Express segment | | $ | [removed: (3,071] [added: (1,886] | ) | | $ | [removed: (1,858] [added: (288] | ) |

| FedEx Ground segment | | | [removed: 275] [added: 749] | | | | [removed: 498] [added: 909] | |

| FedEx Freight segment | | | [removed: 100] [added: (550] | [added: )] | | | [removed: 262] [added: (111] | [added: )] |

| FedEx Services segment | | | [removed: 48] [added: (41] | [added: )] | | | — | |

We provide a broad portfolio of transportation, e-commerce, and business services, offering integrated business solutions utilizing our flexible, efficient, and intelligent global network.

This MD&A is based on our segment reporting that was in effect during 2024 and 2023.

In connection with our one FedEx consolidation, on June 1, 2024, FedEx Ground and FedEx Services were merged into Federal Express Corporation (“Federal Express”), becoming a single company operating a unified, fully integrated air-ground express network under the respected FedEx brand.

FedEx Freight continues to provide LTL freight transportation services as a separate subsidiary.

Beginning in the first quarter of 2025, Federal Express and FedEx Freight represent our major service lines and constitute our reportable segments.

Additionally, the results of FedEx Custom Critical, Inc. (“FedEx Custom Critical”) will be included in the FedEx Freight segment instead of the Federal Express segment in 2025.

Prior-year amounts will be revised to reflect this presentation.

Business” for additional information.

The decline in U.S. imports of consumer goods that started in late 2022, along with slowed global industrial production, has contributed to weakened economic conditions for the transportation industry.

Consequently, this environment has led to lower freight and package volumes at FedEx Express and FedEx Freight, negatively affecting our results in 2024.

During 2024, global inflation decelerated year-over-year but continues to be above historical levels.

“Risk Factors.”

| | | $ | (2,462 | ) | | $ | 647 | |

| | | 2024 | | | | 2023 | | |

| Business optimization costs | | $ | (582 | ) | | $ | (273 | ) |

| | | $ | (682 | ) | | $ | (461 | ) |

| Remeasurement of state deferred income taxes under one FedEx structure | | | (54 | ) | | | — | |

| | | $ | 372 | | | $ | 493 | |

Operating income improved in 2024 due to the execution of our DRIVE program initiatives and our continued focus on revenue quality, partially offset by reduced demand and lower fuel surcharges, driven by challenging macroeconomic conditions.

Our DRIVE initiatives in 2024 included network rationalization through structural flight takedowns and route optimization, along with improvements in hub sort efficiency at FedEx Express, as well as continued benefits from increasing linehaul efficiencies and improving dock productivity at FedEx Ground.

Operating income in 2024 includes $582 million ($444 million, net of tax, or $1.77 per diluted share) of expenses associated with our DRIVE business optimization strategy announced in 2023.

Operating income in 2024 includes a $57 million benefit ($44 million, net of tax, or $0.17 per diluted share) for insurance recoveries in connection with a FedEx Ground legal matter.

Net income in 2024 includes a $54 million ($0.21 per diluted share) tax expense related to the remeasurement of state deferred income taxes under the new one FedEx structure.

We completed an accelerated share repurchase (“ASR”) transaction with a bank during the fourth quarter of 2024 to repurchase $500 million of FedEx common stock.

During 2024, we repurchased 9.8 million shares of our common stock under ASR agreements at an average price of $255.34 per share for a total of $2.5 billion.

As of July 15, 2024, $4.1 billion remained available to be used for repurchases under the stock repurchase program approved by our Board of Directors in March 2024.

Revenue decreased 3% in 2024 primarily due to lower fuel surcharges at all of our transportation segments, decreased volumes at FedEx Express and FedEx Freight, and reduced demand surcharges at FedEx Express, partially offset by base yield improvement at FedEx Ground and FedEx Freight.

FedEx Express revenue decreased 4% in 2024 primarily due to volume declines, lower fuel surcharges, and reduced demand surcharges.

Revenue at Corporate, other, and eliminations decreased in 2024 primarily due to lower yields and reduced volume at FedEx Logistics, Inc. (“FedEx Logistics”).

FedEx Freight revenue decreased 6% in 2024 primarily due to lower shipments, weight per shipment, and fuel surcharges, partially offset by base yield improvement.

In 2024, we made the decision to permanently retire from service 22 Boeing 757-200 aircraft and seven 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.

As a consequence of this decision, a noncash impairment charge of $157 million ($120 million, net of tax, or $0.48 per diluted share) was recorded in 2024.

In 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 for the same reasons stated above.

FedEx Freight continues to provide LTL freight transportation services as a separate subsidiary.

FedEx is making progress with Network 2.0, as the company has implemented Network 2.0 optimization in more than 50 locations in the U.S. Contracted service providers will handle the pickup and delivery of packages in some locations while employee couriers will handle others.

We incurred costs associated with our business optimization activities of $582 million ($444 million, net of tax, or $1.77 per diluted share) in 2024.

We did not incur any costs related to business realignment activities in 2024.

Includes asset impairment charges in 2024 associated with the FedEx Express operating segment.

Includes a $57 million benefit in 2024 for insurance recoveries in connection with a FedEx Ground legal matter.

Operating income increased in 2024 primarily due to our DRIVE program initiatives and base yield improvements at FedEx Ground and FedEx Freight, which more than offset volume declines at FedEx Freight and FedEx Express.

\- 45 -

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

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.

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.

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

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.

The conflict between Russia and Ukraine that began in February 2022 continues as of the date of this Annual Report.

The safety of our team members in Ukraine is our top priority.

As we focus on the safety of our team members, 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.

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.

“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 | | |

| TNT Express integration expenses | | | — | | | | (132 | ) |

| | | $ | (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.

The impact of cost actions lagged volume declines, particularly in the first half of 2023 and at FedEx Express, resulting in elevated operating expenses relative to demand.

Additionally, our results in the first half of 2023 were negatively impacted by service challenges at FedEx Express.

Operating income in 2022 includes $278 million ($214 million, net of tax, or $0.80 per diluted share) of costs under this program.

Operating expenses in 2022 include $132 million ($103 million, net of tax, or $0.39 per diluted share) of TNT Express integration expenses.

In 2022, we recognized a $142 million ($0.53 per diluted share) tax benefit related to revisions of prior-year tax estimates for actual tax return results.

In December 2021, our Board of Directors authorized a stock repurchase program of up to $5 billion of FedEx common stock.

As part of the repurchase program, we entered into an accelerated share repurchase (“ASR”) agreement with a bank in October 2022, which was completed in December 2022, to repurchase an aggregate of $1.5 billion of our common stock.

FedEx Express revenue decreased 7% in 2023 due to lower global volume and unfavorable foreign currency, partially offset by yield improvement, including higher fuel surcharges.

Revenue at Corporate, other, and eliminations decreased due to lower yields and volumes at FedEx Trade Networks Transport & Brokerage, Inc. FedEx Ground revenue and FedEx Freight revenue each increased 1% in 2023, primarily due to yield improvement, including higher fuel surcharges, partially offset by lower volume.

Based on these factors, our outlook for the business changed in the fourth quarter of 2023.

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

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.

As disclosed in Note 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 $17.5 billion at May 31, [removed: 2023] [added: 2024] and 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.]

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: $743] [added: $650] million as of May 31, [removed: 2023] [added: 2024] and approximately [removed: $518] [added: $750] million as of May 31, [removed: 2022.][added: 2023.]

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

Foreign currency fluctuations had a slightly negative impact on operating income in [removed: 2023] [added: 2024] and a slightly [removed: positive] [added: negative] impact on operating income in [removed: 2022.][added: 2023.]

At May 31, [removed: 2023,] [added: 2024,] 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: $236] [added: $400] million for [removed: 2024.][added: 2025.]

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

[removed: These] [added: All other] derivatives are [removed: not designated as hedges and are] accounted for at fair value with any [removed: profit] [added: gains] or [removed: loss] [added: losses] recorded in income, [removed: which was immaterial for 2023] and [removed: 2022.][added: were immaterial in 2024.]

Certain derivatives are designated as net investment hedges and the gains or losses on those derivatives are reported in accumulated other comprehensive loss within common stockholders’ investment as part of the cumulative translation adjustment.

During 2024, we recognized a $6 million loss in other comprehensive income related to our cross-currency swaps, which excludes any impact of deferred income taxes.

The income statement impact of the derivatives was immaterial in 2023.

For additional discussion of our derivatives, see Note 15 of the accompanying consolidated financial statements.

FedEx provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services, offering integrated business solutions [removed: through operating companies competing collectively, operating collaboratively,] [added: utilizing its flexible, efficient,] and [removed: innovating digitally as one FedEx.][added: intelligent global network.]

[removed: - FedEx Express:] Federal Express [removed: Corporation (“FedEx Express”) is the world’s largest express transportation company, offering time-definite] [added: offers a wide range of international shipping services for] delivery [removed: to more than 220 countries] [added: of packages] and [removed: territories,] [added: freight,] connecting markets that [removed: comprise] [added: generate] more than 99% of the world’s gross domestic product.

[removed: FedEx Ground Economy specializes in] [added: Federal Express also offers an economy service that is available for] the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer [removed: packages.][added: packages to any residential address or P.O. Box in the U.S.]

FedEx Freight [removed: also offers freight delivery] [added: provides additional] service to [removed: most points in] [added: Mexico,] Puerto [removed: Rico] [added: Rico,] and the U.S. Virgin [removed: Islands.][added: Islands via alliances.]

[removed: - FedEx Services:] [added: During 2024 and 2023, our reportable segments were] FedEx [removed: Corporate] [added: Express, the world’s largest express transportation company; FedEx Ground, a leading North American provider of small-package ground delivery services; FedEx Freight Corporation, a leading North American provider of LTL freight transportation services; and FedEx] Services, [removed: Inc. (“FedEx Services”) provides] [added: which provided] sales, marketing, information technology, communications, customer service, technical support, billing and collection services, and certain back-office functions that [removed: support] [added: supported] our operating segments.

[removed: The] [added: Additionally, the] FedEx Dataworks, Inc. (“FedEx Dataworks”) operating segment is focused on creating solutions to transform the digital and physical experiences of our customers and team members.

[removed: Additionally, the] [added: 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 [removed: forwarding through FedEx Trade Networks Transport & Brokerage, Inc. (“FedEx Trade Networks Transport & Brokerage”) and] [added: forwarding, as well as] integrated supply chain management solutions through FedEx Supply Chain Distribution System, Inc. (“FedEx Supply Chain”).

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

For more information about our [added: new] reportable [removed: segments,] [added: segments beginning in the first quarter of 2025,] please see “Business [removed: Segments.” For financial information concerning our reportable segments, refer to “Item 7.][added: Segments” below.]

Except as otherwise specified, any reference to a year [added: in this Annual Report] indicates our fiscal year ended May 31 of the year referenced.

In the fourth quarter of 2023, we announced [removed: “one FedEx”,] [added: one FedEx,] a consolidation plan to [removed: ultimately] bring FedEx [removed: Express, FedEx Ground, FedEx Services,] [added: Ground Package System, Inc. (“FedEx Ground”)] and [removed: other] FedEx [removed: operating companies] [added: Corporate Services, Inc. (“FedEx Services”)] into Federal Express [removed: Corporation,] [added: Corporation (“Federal Express”),] becoming a single company operating a unified, fully integrated air-ground [added: express] network under the respected FedEx brand.

[removed: One FedEx will help facilitate] [added: With the recent significant growth of e-commerce and as] our [removed: DRIVE transformation program] [added: service mix continues] to [added: shift to deferred services, we are continuing to evolve to] improve [removed: long-term profitability, including] [added: our operational efficiency and enhance profitability through one FedEx,] Network [removed: 2.0, the] [added: 2.0 (our] multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and [removed: Canada.][added: Canada), and DRIVE (our comprehensive program to improve long-term profitability).]

We have [removed: announced the implementation of] [added: implemented] Network 2.0 in more than [removed: 20 markets, including] [added: 50 locations in] the [added: U.S. and began the] phased transition of all [added: legacy] FedEx Ground operations and personnel in Canada to [removed: FedEx] [added: Federal] Express [removed: beginning] [added: surface operations] in April 2024.

Under Network 2.0, [removed: FedEx] [added: Federal Express] will continue to utilize both [removed: employees] [added: its employee couriers] and contracted service [removed: providers.][added: providers in U.S. surface operations using a market-by-market approach.]

As a result, we base decisions on capital investment and service additions or enhancements upon achieving the highest overall long-term return on [added: invested] capital for our business as a whole.

[removed: 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 structuring our network to align with varying macroeconomic conditions and customer demand for the market segments in which [removed: they operate,] [added: the customer operates,] allowing us to leverage and manage change.

Volatility, uncertainty, and [removed: evolution] [added: innovation] have become the norms in the global transportation market, and we are able to use our flexibility to accommodate changing conditions in the global economy.

[removed: Over the last] [added: For more than] 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.

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

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

Leveraging the capabilities of FedEx Dataworks, developments in data and [removed: technology] [added: technology, including artificial intelligence and machine learning,] are facilitating the execution of our DRIVE transformation by creating new opportunities to improve our operational [removed: efficiency by optimizing our existing physical capacity and staffing.][added: efficiency.]

[removed: Additionally, the] [added: The] size and scale of our 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 experience, and differentiate our service [removed: offering.][added: offerings.]

To fully harness the power of this data, FedEx Dataworks is focused on putting our data into context and using it to enhance the efficiency of the FedEx network and [removed: our customers’ supply chains, as well as] the end-to-end experience of our [removed: customers.][added: customers by making supply chains smarter for everyone.]

During [removed: 2023] [added: 2024] and early [removed: 2024,] [added: 2025,] we introduced and expanded a number of innovative solutions, advanced important long-term business initiatives, and made other important investments that benefit our customers, team members, communities, and other stakeholders, including:

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

[removed: - Offering] [added: In 2023 we launched] FedEx Consolidated Returns in the U.S., a low-priced, [removed: customer-friendly] [added: easy] e-commerce [added: solution for low-weight] returns [removed: option] facilitated through supply chain services offered by FedEx [removed: Logistics] [added: Supply Chain] and FedEx Office.

Among the many reputation awards we received during [removed: 2023,] [added: 2024,] FedEx ranked [removed: 18th] [added: 17th] in *FORTUNE* magazine’s “World’s Most Admired Companies” list — the [removed: 23rd] [added: 24th] 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.

Additionally, in [removed: 2023] [added: 2024] Ethisphere, a global leader in defining and advancing the standards of ethical business practices, named FedEx as one of the World’s Most Ethical [removed: Companies®.][added: Companies® for the second year in a row.]

Our [removed: 2023] [added: 2024] ESG Report is available at *fedex.com/en-us/sustainability/reports.html*.

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

Ultimately, our success depends on [removed: our people’s] [added: the] talent, dedication, and [removed: well-being.][added: well-being of our people—our greatest asset.]

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 [removed: diversity, equity, and inclusion (“DEI”).][added: Diversity, Equity, Inclusion & Opportunity (“DEI&O”).]

Our five culture values—take care of each other, commit to do good, drive business results, own outstanding, and create what’s next—unify [removed: all] our [removed: operating companies] [added: enterprise] and empower us to support our strategy and values.

These values are grounded in our [removed: Quality Driven Management system,] [added: People–Service–Profit philosophy,] the Purple Promise to make every FedEx experience outstanding, and our [removed: People–Service–Profit philosophy,] [added: Quality Driven Management approach,] which we bring to life by:

- Embracing [removed: DEI] [added: DEI&O] so everyone feels appreciated and valued.

The Governance, Safety, and Public Policy Committee of our Board of Directors oversees our safety strategies, policies, programs, [added: developments,] and practices.

| *Diversity, Equity, and Inclusion Creates Opportunity* [removed: We believe that DEI delivers a better future for all team members, customers, suppliers, and communities.] As a [removed: global business,] [added: company operating in over 220 countries and territories,] we [removed: value] [added: understand] the [removed: diversity of perspectives, backgrounds, and experiences] [added: strengths that come from fostering a global culture] of [removed: our people and recognize DEI] [added: DEI&O. It] is [removed: essential to our success and the communities we serve. DEI fosters collaboration,] [added: a foundational value that fuels collaboration;] enables us to [removed: recruit,] [added: attract,] retain, and [removed: develop] [added: nurture] a [removed: talented workforce,] [added: skilled workforce;] and [removed: underpins] [added: drives] our business performance and sustainability. [removed: The continued integration of DEI into our business strategies] [added: We foster diverse perspectives in leadership] and [removed: progress towards our DEI objectives supported] [added: decision-making, which is reflected in] our [removed: ability to respond to] [added: business strategies. Opportunity is at] the [removed: challenging labor market] [added: forefront of] our [removed: industry faced in recent years. FedEx has a long-standing] commitment to [removed: fully embrace DEI throughout our organization, from the Board of Directors] [added: excellence. We are committed] to [added: maintaining an inclusive culture where everyone is treated with respect and has an opportunity for advancement and promotion. At] every [removed: employee.] [added: level of the enterprise, everyone plays a role in building a more inclusive and equitable FedEx.] This commitment is [removed: communicated] [added: conveyed] through our [removed: DEI framework and] [added: DEI&O framework, supported by] four strategic pillars: [added: Opportunities for] Our People; [removed: Our] [added: Opportunities for] Education and Engagement; [added: Opportunities for] Our Communities, Customers, and Suppliers; and [added: Opportunities to Tell] Our Story. We continue to roll out programs to ensure our people are engaged and can develop at FedEx. [removed: The] FedEx [removed: Ground workforce career track program, Purple Pathways, directly targets] [added: has successfully launched a program in 14 U.S. markets to make] our [removed: most diverse population, frontline managers] [added: hiring process more inclusive for Spanish-speaking candidates,] and [removed: package handlers,] [added: we provide team members with English as a Second Language courses through this program. Additionally, FedEx has a dedicated recruitment plan for U.S. military veterans transitioning] to [removed: support their career growth.] [added: the private sector.] 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 [removed: on our DEI webpage] at [removed: *fedex.com/en-us/about/diversity-inclusion.html*.] [added: *fedex.com/en-us/about.html*.] *Quality of Life* [removed: To support] [added: Our integrated benefits offerings are designed to invest in] the [removed: well-being] [added: health, well-being, and productivity] of our [removed: employees and their families, we provide the resources they need] [added: people] to [removed: thrive at work] [added: allow them to lead fulfilling lives, both inside] and [removed: at home. All] [added: outside of work. We provide all] eligible full- and part-time team members [removed: are equipped] with [added: a comprehensive set of] competitive benefits, including healthcare, [removed: wellness, paid sick leave, other] [added: wellness initiatives,] flexible paid time [removed: off,] [added: off (for sick leave] and other [added: absences), and other] benefits. To [added: help] ensure our benefits and compensation [removed: stay] [added: packages remain] competitive, we [added: routinely] conduct [removed: periodic] peer benchmarking and internal pay equity analyses. | [removed: ] [added: ] |

In the U.S., we cover approximately 70% of [added: the] total eligible [removed: health] [added: health, wellness,] and disability costs at the plan level for approximately [removed: 212,000] [added: 215,000] participating employees as of [removed: May 2023.][added: January 2024.]

One FedEx Consolidation and New Reportable Segments

On June 1, 2024, FedEx Ground and FedEx Services were merged into Federal Express.

FedEx Freight, Inc. (“FedEx Freight”) continues to provide less-than-truckload (“LTL”) freight transportation services as a separate subsidiary.

Beginning in the first quarter of 2025, Federal Express and FedEx Freight will represent our major service lines and constitute our reportable segments.

FedEx Custom Critical, Inc. (“FedEx Custom Critical”) will be included in the FedEx Freight segment instead of the Federal Express segment beginning in 2025.

There will be no changes to “Corporate, other, and eliminations” in 2025 following the one FedEx consolidation.

For financial information concerning our reportable segments in place during 2024 and 2023, refer to “Item 7.

Part I of this Annual Report contains certain references to the financial and operational performance of our reportable segments in place during 2024 and 2023.

Additional information regarding our reportable segments in place during 2024 and 2023 can be found in “Item 1.

Business” and “Item 2.

Properties” of our Annual Report for the year ended May 31, 2023.

Certain statistical information in Part I of this Annual Report is presented as of June 7, 2024, the earliest practicable date following the one FedEx consolidation.

We focus on making appropriate

As we optimize our network under Network 2.0, Federal Express will continue to utilize both employee couriers and contracted service providers in U.S. surface operations using a market-by-market approach.

Additionally, in 2024 we announced Tricolor, the redesign of the Federal Express international air network as part of the DRIVE program to improve efficiency and asset utilization.

In January 2024, we announced fdx, a fully integrated data-driven commerce platform that connects the entire customer journey.

See “Federal Express Segment — Customer-Driven Technology — E-Commerce and Digital Solutions” below for more information.

In early 2025 we formed a new enterprise-wide Data & Technology team, which is focused on initiatives to streamline the technology used during the package delivery lifecycle; establish global standards across pickup-and-delivery, linehaul, sort, and clearance operations; and improve digital products and experiences for the FedEx enterprise and our customers.

- Continuing DRIVE, our comprehensive program to improve our long-term profitability.

- Implementing Network 2.0 in more than 50 locations in the U.S. and beginning the phased implementation in Canada.

- Announcing Tricolor, the redesign of the Federal Express international air network to improve efficiency and asset utilization of the entire FedEx system.

- Introducing fdx, a fully integrated data-driven commerce platform that connects the entire customer journey.

- Opening our first Advanced Capability Community in India, which will create employment opportunities and help meet the technological and digital requirements of FedEx operations worldwide.

- Further strengthening our customer offerings through digital and data-driven solutions, such as enhancements to our healthcare services with more powerful capabilities to prioritize critical shipments and provide monitoring and intervention.

- Leveraging the power of our digital insights and predictive capabilities through FedEx Dataworks to proactively divert storm-bound volumes across our networks during severe winter weather in the third quarter of 2024.

In June 2024, we announced that FedEx’s management and Board of Directors are conducting an assessment of the role of FedEx Freight in the company’s portfolio structure.

In connection with our one FedEx consolidation, on June 1, 2024 FedEx Ground and FedEx Services were merged into Federal Express.

Federal Express contracts with approximately 6,000 independent small businesses to conduct certain linehaul and pickup-and-delivery operations.

See “Operations” below for information regarding the consolidation of these operations into the surface operations of Federal Express.

U.S. and Canadian Services

Federal Express is also a leading provider of day-definite business and residential package delivery services for packages weighing up to 150 pounds.

Federal Express offers residential delivery service to 99% of the U.S. population on Saturdays and more than half of the U.S. population on Sundays.

FedEx international package services include a money-back guarantee.

With the recent significant growth of e-commerce and as our service mix continues to shift to deferred services, we are fundamentally redesigning our international air network in connection with our DRIVE transformation program.

The redesigned network will continue to deploy FedEx-owned aircraft in the delivery of International Priority parcel shipments using our existing hub-and-spoke model.

Additionally, a portion of our owned aircraft fleet will be retimed to operate off-cycle, allowing us to build density, decongest hubs, and connect our global surface networks.

Finally, we will continue to leverage our global partner network as an adaptive capacity layer, particularly on imbalanced trade lanes, to move e-commerce and deferred volumes.

Through Network 2.0, the multi-year effort to improve the efficiency with which we pick up, transport, and deliver packages in the U.S. and Canada, these operations are being consolidated into the surface operations of Federal Express.

Risk Factors” and “Item 7.

Federal Express continues to maximize the use of existing U.S. surface facilities through Network 2.0.

These companies are included in the following reportable business segments:

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

FedEx Ground provides low-cost, day-certain service to any business address in the U.S. and Canada, as well as residential delivery to 100% of U.S. residences through its FedEx Home Delivery service.

- FedEx Freight: FedEx Freight Corporation (“FedEx Freight”) is a leading North American provider of less-than-truckload (“LTL”) freight transportation services across all lengths of haul to businesses and residences.

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 big and bulky products to or through the door for residences and businesses.

ShopRunner, Inc. (“ShopRunner”) was merged into FedEx Dataworks during 2023.

References to our transportation segments include, collectively, the FedEx Express segment, the FedEx Ground segment, and the FedEx Freight segment.

One FedEx and Network 2.0

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.

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

- 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.

- 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.

- 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.

- Exceeding our FedEx Cares 50 by 50 goal of positively impacting 50 million people around the world by our 50th anniversary in April 2023.

We are also proud of our long-standing history of supporting and fostering relationships with organizations that are working to make our society more equitable and just, such as the National Association for the Advancement of Colored People and the National Civil Rights Museum.

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

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

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

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

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

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

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

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

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

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.

*Learning and Development*

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

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

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 FedEx Freight employees and all Memphis-based FedEx Supply Chain employees.

In 2022, we expanded the LiFE program to include all majors The University of Memphis offers online and added mentoring opportunities.

We are exploring opportunities to implement similar programs outside the U.S.

Our recruiting practices enable us to build a talented employee base representative of the communities we serve.

We continue to refine our approach to talent acquisition through technology and other human resource management strategies, leveraging technology to make our hiring process more efficient.

We work to provide employees with flexible work structures.

Depending on the operating company and team member responsibilities, we use a flexible work model that allows our people to work in ways that make the most sense to them.

We are constantly monitoring and adjusting our strategy as we learn of new developments and use survey data at the local, national, and enterprise levels to inform our strategy.

The agreement became amendable in November 2021.

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

See Note [removed: 18] [added: 20] of the accompanying consolidated financial statements, which is incorporated herein by reference, for a description of certain pending legal proceedings.

In connection with the one FedEx consolidation, effective June 1, 2024 Federal Express assumed liability for all pending litigation to which FedEx Ground and FedEx Services were previously party.

For the fiscal year ended May 31, [removed: 2023.][added: 2024.]

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: 2022,] [added: 2023,] was approximately [removed: $42.4] [added: $59.5] billion.

As of July [removed: 13, 2023, 251,187,242] [added: 11, 2024, 244,302,246] 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: 2023] [added: 2024] annual meeting of stockholders to be held on September [removed: 21, 2023] [added: 23, 2024] are incorporated by reference in response to Part III of this Report.

Risk Factors”; “Item [removed: 2.][added: 1C.]

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

| [ITEM 1A. Risk Factors](#item_1a_risk_factors) | [removed: 25] [added: 24] |

| [ITEM 1B. Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 38] [added: 37] |

| [ITEM 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition](#item_7_managements_discussion_analysis_r) | [removed: 45] [added: 46] |

| [ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 114] [added: 116] |

| [ITEM 9A. Controls and Procedures](#item_9a_controls_procedures) | [removed: 114] [added: 116] |

| [ITEM 9B. Other Information](#item_9b_or_information) | [removed: 114] [added: 116] |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | [removed: 114] [added: 116] |

| [ITEM 10. Directors, Executive Officers, and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 115] [added: 117] |

| [ITEM 11. Executive Compensation](#item_11_executive_compensation) | [removed: 115] [added: 117] |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 115] [added: 117] |

| [ITEM 13. Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 115] [added: 117] |

| [ITEM 14. Principal Accountant Fees and Services](#item_14_principal_accountant_fees_servic) | [removed: 115] [added: 117] |

| [ITEM 15. Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 116] [added: 118] |

Cybersecurity”; “Item 2.

| [ITEM 1C. Cybersecurity](#item_1c_cybersecurity) | 37 |

| | |

| --- | --- |

| EXHIBITS | |

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

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

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

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

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

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

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

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

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

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

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

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

| Exhibit 101.1 Interactive Date Files | |

| Exhibit 104 Cover Page Interactive Data File | |

ITEM 2. PROPERTIES

FedEx Express Segment

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

\- 38 -

*Aircraft and Vehicles*

As of May 31, 2023, FedEx Express’s aircraft fleet consisted of the following:

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

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

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

| Boeing B777F | | | | 50 | | | | | | 3 | | | | | | 53 | | | | | | 233,300 | | |

| Boeing MD11 | | | | 41 | | | | | | 5 | | | | | | 46 | | | | | | 192,600 | | |

| Boeing 767F | | | | 128 | | | | | | — | | | | | 128(1) | | | | | | | 127,100 | | |

| Airbus A300-600 | | | | 56 | | | | | | 9 | | | | | | 65 | | | | | | 106,600 | | |

| Boeing 757-200 | | | | 115 | | | | | | — | | | | | | 115 | | | | | | 63,000 | | |

| ATR-72 600F | | | | 13 | | | | | | — | | | | | 13(2) | | | | | | | 19,290 | | |

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

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

| Cessna 408 | | | | 9 | | | | | | — | | | | | | 9 | | | | | | 6,000 | | |

| Cessna 208B | | | | 234 | | | | | | — | | | | | | 234 | | | | | | 2,830 | | |

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

(1)

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

(2)

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.

As of May 31, 2023, FedEx Express operated more than 82,000 vehicles in its global network.

*Aircraft Purchase Commitments*

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

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

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

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

| 2024 | | | 15 | | | | 10 | | | | 14 | | | | 4 | | | | 43 | |

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

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

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

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

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

| Total | | | 41 | | | | 17 | | | | 24 | | | | 6 | | | | 88 | |

Our ability to attract and retain customers, efficiently operate our businesses, execute our DRIVE transformation, including Network 2.0, and compete effectively increasingly depend 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.

Cybersecurity Risk Management and Strategy

FedEx has an information technology (“IT”) risk management process designed to identify and manage risk within its IT environment, including cybersecurity.

The IT risk management process is based on an established framework for identification, measurement, and monitoring of cybersecurity and other risk areas and supplements our Enterprise Risk Management (“ERM”) process and framework.

Our IT risk management, ERM, and compliance teams collaborate to regularly evaluate and manage cybersecurity-related risks using various tools and services.

Leveraging components from multiple industry frameworks and best practices such as the International Organization for Standardization 27001 and National Institute of Standards and Technology (“NIST”) standards, including the NIST Cybersecurity Framework, our cybersecurity program prioritizes governance, identification, protection, detection, response, and remediation measures.

We regularly assess our cybersecurity program’s capabilities and tools to help us enhance reliability and scan our environment for vulnerabilities.

Our IT risk management team, including our Corporate Vice President – Chief Information Security Officer (“CISO”), communicates with senior management on the cybersecurity risk posture of our IT assets, strives to ensure consistent risk remediation activities, and monitors the effectiveness of our IT-related controls.

In addition, our internal audit team performs reviews of our information security organization to help ensure controls are operating effectively and as designed.

Enterprise-wide information security training (including with respect to cybersecurity), supplemented by awareness programs, is crucial for risk reduction and safeguarding customer, employee, and company information.

We provide training to employees and certain third-party contractors based on access to our network, risk, roles, policies, standards, and behaviors, which is updated to address emerging technology and security issues.

We periodically engage with assessors, consultants, auditors, and other third parties to review and improve our cybersecurity program.

Compliance with regulatory requirements involves regular third-party assessments.

Our processes are also designed to address cybersecurity risks associated with third-party service providers, including risk assessment and due diligence during selection and oversight.

Key third parties undergo regular assessments to gauge cybersecurity control effectiveness, with heightened review of those with access to non-public data.

\- 37 -

We conduct table-top simulation exercises to regularly test our cybersecurity incident response processes with the aim of enhancing effectiveness against evolving threats.

Our incident response procedures guide our preparedness, detection, response, and recovery actions.

Additionally, we maintain cyber insurance designed to address certain aspects of cyber risks.

In the last three fiscal years to date, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition.

While we have significant security processes and initiatives in place, we may be unable to detect or prevent a breach or disruption in the future.

For more information about cybersecurity-related risks, please see Item 1A.

“Risk Factors” of this Form 10-K.

See “Item 1A.

Risk Factors” of our Annual Report on Form 10-K for the year ended May 31, 2021, for information regarding the 2017 NotPetya cyberattack at TNT Express.

Cybersecurity Governance

The FedEx Board of Directors has delegated to the Cyber and Technology Oversight Committee of the Board of Directors (“CyTOC”) responsibility for overseeing the company’s cyber and technology-related risks, including network security, information and digital security, data privacy and protection, and risks related to emerging technologies such as artificial intelligence and machine learning; the technologies, policies, processes, and practices for managing and mitigating such risks; and the company’s cyber incident response and recovery plan.

The CyTOC also oversees the cybersecurity, cyber-resiliency, and technology aspects of the company’s business continuity and disaster recovery capabilities and contingency plans.

Several of our Board members, including certain members of our CyTOC, have technological, digital, and/or cybersecurity experience.

The CyTOC receives regular updates from our CISO, Executive Vice President – Chief Digital and Information Officer and Chief Transformation Officer, and other members of management on risks related to these matters.

Specific topics may include updates to FedEx’s cyber risks and threats, the status of existing or new strategies and associated projects intended to strengthen FedEx’s information security systems, assessments of FedEx’s cybersecurity program, and the emerging threat landscape.

The CyTOC also receives regular updates on key metrics related to our cybersecurity-related risks.

The results of the IT risk management process are also presented annually to the CyTOC.

Additionally, members of the CyTOC participate in certain of the simulation exercises conducted by management.

The Chair of the CyTOC briefs the full Board on certain of these matters.

In addition, the Board periodically receives cybersecurity updates directly from management.

Separately, through our ERM program, risks appropriate for Board-level awareness, including with respect to cybersecurity, are communicated to the Board and its Audit and Finance Committee at least annually, while significant risks are reported on a quarterly basis.

Our CISO, who reports to the Executive Vice President – Chief Digital and Information Officer and Chief Transformation Officer, leads our information security team and has responsibility for overseeing FedEx’s cybersecurity program.

The CISO, who has over 25 years of experience at FedEx and has received industry-recognized information security certifications, oversees an information security organization of more than 400 security, risk, and compliance professionals based in the U.S. and internationally across the FedEx enterprise.

The leadership team of our information security organization has extensive experience in IT and cybersecurity and possess certifications in cybersecurity and related fields.

Information regarding executive officers [removed: and persons chosen to become executive officers] of FedEx [added: as of July 15, 2024] is as follows:

| Frederick W. Smith Executive Chairman and Chairman of the Board | [removed: 78] [added: 79] | Executive Chairman of FedEx since June 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 [removed: FedEx] [added: Federal] Express from April 1983 to January 1998; Chief Executive Officer of [removed: FedEx] [added: Federal] Express from 1977 to January 1998; President of [removed: FedEx] [added: Federal] Express from June 1971 to February 1975; and Chairman of [removed: FedEx] [added: Federal] Express from 1975 to May 2022. |

| Rajesh Subramaniam President and Chief Executive Officer and Director | [removed: 57] [added: 58] | President of FedEx since March 2019 and Chief Executive Officer of FedEx since June 2022; [added: President and Chief Executive Officer of Federal Express since June 1, 2024;] director of FedEx since January 2020; Chief Executive Officer—Elect of FedEx from March 2022 to May 2022; Chief Operating Officer of FedEx from March 2019 to March 2022; President and Chief Executive Officer of [removed: FedEx] [added: Federal] 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 [removed: FedEx] [added: Federal] Express from 2003 to 2006; Vice President — Marketing/APAC of [removed: FedEx] [added: Federal] Express from 2000 to 2003; Vice President — APAC, EC & CS of [removed: FedEx] [added: Federal] Express from 1999 to 2000; and various management and marketing analyst positions at [removed: FedEx] [added: Federal] Express from 1991 to 1999. Mr. Subramaniam serves as a director of The Proctor & Gamble Company, a consumer products company. |

| Mark R. Allen Executive Vice President, General Counsel and Secretary | [removed: 67] [added: 68] | 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 [removed: FedEx] [added: Federal] Express from July 2010 to September 2017; Vice President, Legal — Europe, Middle East, Africa and Indian Subcontinent Region of [removed: FedEx] [added: Federal] Express from October 2000 to July 2010; Vice President, Legal — Asia Pacific of [removed: FedEx] [added: Federal] Express from 1996 to October 2000; and various legal positions with [removed: FedEx] [added: Federal] Express from 1982 to 1996. [added: Mr. Allen will serve as Executive Vice President, General Counsel and Secretary of FedEx through September 23, 2024, and will remain at FedEx as Executive Vice President and Senior Advisor until December 31, 2024.] |

| Tracy B. Brightman Executive Vice President — Chief People Officer | [removed: 60] [added: 61] | Executive Vice President — Chief People Officer of FedEx since June [removed: 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. |

| Brie A. Carere Executive Vice President — Chief Customer Officer | [removed: 45] [added: 46] | Executive Vice President — Chief Customer Officer of FedEx since June 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. |

| John W. Dietrich Executive Vice President and Chief Financial [removed: Officer—Elect] [added: Officer] | [removed: 58] [added: 59] | [removed: Mr. Dietrich will succeed Mr. Lenz as] Executive Vice President and Chief Financial Officer of FedEx [removed: effective] [added: since] 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 [removed: provider of products and services to the worldwide aviation and government] [added: global aerospace] and defense [removed: markets.] [added: aftermarket solutions company, and First Horizon Corporation, a financial services company.] |

| Sriram Krishnasamy Executive Vice President — Chief [removed: Transformation] [added: Digital and Information] Officer and Chief [removed: Executive] [added: Transformation] Officer [removed: — FedEx Dataworks] | [removed: 51] [added: 52] | Executive Vice President — Chief [removed: Transformation Officer] [added: Digital] and [removed: Chief Executive] [added: Information] Officer [added: effective July 1, 2024; Executive Vice President] — [added: Chief Digital and Information Officer—Elect of] FedEx [removed: Dataworks] [added: from March 11, 2024 to June 30, 2024; Executive Vice President — Chief Transformation Officer] 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 [removed: FedEx] [added: Federal] Express from July 2017 to January 2019; Managing Director — Strategic Marketing of [removed: FedEx] [added: Federal] Express from July 2015 to July 2017; and various positions in marketing and finance with [removed: FedEx] [added: Federal] Express from September 1997 to June 2015. |

| John A. Smith [removed: President and] Chief [removed: Executive] [added: Operating] Officer — [removed: U.S.] [added: United States] and [removed: Canada Ground Operations, FedEx] [added: Canada, Federal] Express | [removed: 61] [added: 62] | [added: Chief Operating Officer — United States and Canada of Federal Express since June 1, 2024;] President and Chief Executive Officer — U.S. and Canada Ground Operations of [removed: FedEx] [added: Federal] Express [removed: since] [added: from] April 16, [removed: 2023;] [added: 2023 to May 31, 2024;] President and Chief Executive Officer of FedEx Ground from June 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 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 [removed: President] [added: Chief Operating Officer — International] and Chief Executive Officer — [removed: Airline and International, FedEx] [added: Airline, Federal] Express | [removed: 45] [added: 46] | [added: Chief Operating Officer — International and Chief Executive Officer — Airline of Federal Express since June 1, 2024;] President and Chief Executive Officer — Airline and International of [removed: FedEx] [added: Federal] Express [removed: since] [added: from] April 16, [removed: 2023;] [added: 2023 to May 31, 2024;] President and Chief Executive Officer of [removed: FedEx] [added: Federal] Express from September 2022 to April 2023; President and Chief Executive Officer—Elect of [removed: FedEx] [added: Federal] Express from April 2022 to August 2022; Regional President, The Americas and Executive Vice President, Global Support of [removed: FedEx] [added: Federal] Express from 2020 to March 2022; Regional President, U.S. and Executive Vice President, Global Support of [removed: FedEx] [added: Federal] 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 [removed: FedEx] [added: Federal] Express from March 2017 to June 2017; Vice President, Global Trade Services of [removed: FedEx] [added: Federal] Express from 2014 to 2017; Managing Director, Life Sciences and Specialty Services/U.S./International of [removed: FedEx] [added: Federal] Express from 2009 to 2014; and various positions with FedEx from 2005 to 2009. |

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

There are no other

| | | |

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

| Robert B. Carter Executive Vice President — FedEx Information Services and Chief Information Officer | 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 | 59 | Executive Vice President and Chief Financial Officer of FedEx since September 2020; Executive Vice President and Chief Financial 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. 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. |

FedEx’s common stock is listed on the New York Stock Exchange under the symbol “FDX.” As of July [removed: 13, 2023,] [added: 11, 2024,] there were [removed: 12,405] [added: 11,993] holders of record of our common stock.

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

As of July [removed: 13, 2023,] [added: 15, 2024,] approximately [removed: $2.1] [added: $4.1] billion [removed: remains] [added: remained] available to be used for repurchases under the [removed: December 2021] [added: 2024] stock repurchase [removed: program, which is the only such program that currently exists.][added: program.]

Financial Statements and Supplementary Data” of this Annual Report for additional information regarding our stock repurchases during [removed: 2023] [added: 2024] and planned stock repurchases during [removed: 2024.][added: 2025.]

The following table provides information on FedEx’s repurchases of our common stock during the fourth quarter of 2024:

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

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

| Period | | Total Number of Shares Purchased | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs ($ in millions) | | |

| Mar. 1-31, 2024 | | | 1,415,578 | | | $ | 274.57 | | | | 1,415,578 | | | | $ | 5,064 | |

| Apr. 1-30, 2024 | | | 405,468 | | | | 274.57 | | | | 405,468 | | | | $ | 5,064 | |

| May 1-31, 2024 | | | — | | | | — | | | | — | | | | $ | 5,064 | |

| Total | | | 1,821,046 | | | | | | | | 1,821,046 | | | | $ | 5,064 | |

As of February 29, 2024, $564 million remained available to be used for repurchases under the 2021 program.

In March 2024, our Board of Directors authorized a new stock repurchase program for additional repurchases of up to $5 billion of FedEx common stock.

As part of the 2021 repurchase program, we entered into an accelerated share repurchase (“ASR”) transaction with a bank in March 2024 to repurchase $500 million of our common stock.

During the fourth quarter of 2024, the transaction was completed, and 1.8 million shares were delivered under the agreement.

In June 2024, we executed an ASR agreement with two banks as part of the 2021 and 2024 repurchase programs to repurchase $1 billion of our common stock with a completion date no later than the end of the first quarter of 2025.

Shares under the program may be repurchased from time to time in the open market or in privately negotiated transactions.

No time limits were set for completion of the program, however the program may be suspended or discontinued at any time.

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

We did not repurchase any shares of FedEx common stock during the fourth quarter of 2023.

\- 45 -

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of May 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of May 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control – Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, FedEx Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated July [removed: 17, 2023] [added: 15, 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of FedEx Corporation (the Company) as of May 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2023,] [added: 2024,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of May 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control – Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated July [removed: 17, 2023] [added: 15, 2024] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the [removed: consolidated] financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the [removed: consolidated] financial statements and (2) involved our especially challenging, subjective or complex judgments.

| | | [removed: Pension] [added: U.S. Pension] Projected Benefit Obligation |

| *Description of the Matter* | | [added: The Company sponsors defined benefit pension plans that provide retirement benefits to certain U.S. employees.] At May 31, [removed: 2023,] [added: 2024,] the Company’s aggregated projected benefit obligation for U.S. pension plans was [removed: $26.4] [added: $26.3] billion and exceeded the [removed: $24.8] [added: $25.8] billion fair value of U.S. pension plan assets, resulting in an unfunded U.S. pension obligation of [removed: $1.6] [added: $0.5] billion. [removed: The net periodic benefit income for the year ended May 31, 2023 for the U.S. pension plans was $313 million.] As explained in Note [added: 1 and Note] 13 to the consolidated financial statements, the [removed: 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 [removed: rate, future salary increases, employee turnover, mortality,] [added: rate] and [added: demographic experience, such as 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 [added: has a significant effect on the projected benefit obligation and] is developed by utilizing the yield on a theoretical portfolio of high-grade corporate bonds [removed: that match] [added: with] cash flows [added: that are designed] to [added: match expected] benefit [removed: 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.] [added: payments in future years.] |

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

| *Description of the Matter* | | At May 31, [removed: 2023,] [added: 2024,] the Company’s self-insurance accruals reflected in the balance sheet were [removed: $5.1] [added: $5.6] 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. |

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

| | | [added: 2024 | | | |] 2023 | | | | 2022 | | |

| Cash and cash equivalents | | $ | [removed: 6,856] [added: 6,501] | | | $ | [removed: 6,897] [added: 6,856] | |

| Receivables, less allowances of [removed: $800] [added: $775] and [removed: $692] [added: $800] | | | [removed: 10,188] [added: 10,087] | | | | [removed: 11,863] [added: 10,188] | |

| Spare parts, supplies, and fuel, less allowances of [removed: $276] [added: $288] and [removed: $360] [added: $276] | | | [removed: 604] [added: 614] | | | | [removed: 637] [added: 604] | |

| Prepaid expenses and other | | | [removed: 962] [added: 1,005] | | | | [removed: 968] [added: 962] | |

| Total current assets | | | [removed: 18,610] [added: 18,207] | | | | [removed: 20,365] [added: 18,610] | |

| Aircraft and related equipment | | | [removed: 29,108] [added: 30,525] | | | | [removed: 27,874] [added: 29,108] | |

| Package handling and ground support equipment | | | [removed: 16,839] [added: 17,880] | | | | [removed: 14,930] [added: 16,839] | |

| Information technology | | | [removed: 8,792] [added: 9,203] | | | | [removed: 8,098] [added: 8,792] | |

| Vehicles and trailers | | | [removed: 10,191] [added: 10,568] | | | | [removed: 9,806] [added: 10,191] | |

| Facilities and other | | | [removed: 15,694] [added: 16,215] | | | | [removed: 14,567] [added: 15,694] | |

| Total property and equipment, at cost | | | [removed: 80,624] [added: 84,391] | | | | [removed: 75,275] [added: 80,624] | |

| Less accumulated depreciation and amortization | | | [removed: 39,926] [added: 42,900] | | | | [removed: 37,184] [added: 39,926] | |

| Net property and equipment | | | [removed: 40,698] [added: 41,491] | | | | [removed: 38,091] [added: 40,698] | |

| Operating lease right-of-use assets, net | | | [removed: 17,347] [added: 17,115] | | | | [removed: 16,613] [added: 17,347] | |

| Goodwill | | | [removed: 6,435] [added: 6,423] | | | | [removed: 6,544] [added: 6,435] | |

| Other assets | | | [removed: 4,053] [added: 3,771] | | | | [removed: 4,381] [added: 4,053] | |

| Total other long-term assets | | | [removed: 27,835] [added: 27,309] | | | | [removed: 27,538] [added: 27,835] | |

| TOTAL ASSETS | | $ | [removed: 87,143] [added: 87,007] | | | $ | [removed: 85,994] [added: 87,143] | |

| Current portion of long-term debt | | $ | [removed: 126] [added: 68] | | | $ | [removed: 82] [added: 126] | |

| Accrued salaries and employee benefits | | | [removed: 2,475] [added: 2,673] | | | | [removed: 2,531] [added: 2,475] | |

| Accounts payable | | | [removed: 3,848] [added: 3,189] | | | | [removed: 4,030] [added: 3,848] | |

| Operating lease liabilities | | | [removed: 2,390] [added: 2,463] | | | | [removed: 2,443] [added: 2,390] | |

| Accrued expenses | | | [removed: 4,747] [added: 4,962] | | | | [removed: 5,188] [added: 4,747] | |

| Total current liabilities | | | [removed: 13,586] [added: 13,355] | | | | [removed: 14,274] [added: 13,586] | |

| | | 2024 | | | | 2023 | | |

| | | 2024 | | | | 2023 | | |

| NET INCOME | | $ | 4,331 | | | $ | 3,972 | | | $ | 3,826 | |

| Prior service credit arising during period, net of tax (expense) of ($11) in 2024, $0 in 2023, and $0 in 2022 | | | 36 | | | | — | | | | — | |

| Net income | | $ | 4,331 | | | $ | 3,972 | | | $ | 3,826 | |

| Depreciation and amortization | | | 4,287 | | | | 4,176 | | | | 3,970 | |

| Goodwill and other asset impairment charges | | | 157 | | | | 117 | | | | — | |

| Proceeds from sale of investments | | | 38 | | | | — | | | | — | |

| Purchase of treasury stock (9.8 million shares) | | — | | | | (22 | ) | | | — | | | | — | | | | (2,495 | ) | | | (2,517 | ) |

| Balance at May 31, 2024 | $ | 32 | | | $ | 3,988 | | | $ | 38,649 | | | $ | (1,359 | ) | | $ | (13,728 | ) | | $ | 27,582 | |

*DESCRIPTION OF BUSINESS SEGMENTS.* FedEx Corporation (“FedEx”) provides a broad portfolio of transportation, e-commerce, and business services, offering integrated business solutions utilizing our flexible, efficient, and intelligent network.

As a consequence of this decision, a noncash impairment charge of $157 million ($120 million, net of tax, or $0.48 per diluted share) was recorded in 2024.

In 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 for the same reasons stated above.

The remaining

*DERIVATIVE FINANCIAL INSTRUMENTS.* We record all derivatives on the balance sheet at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation.

Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.

We may enter into derivative contracts that are intended to economically hedge certain of our risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.

We are not subject to any master netting agreements.

*SUPPLIER FINANCE PROGRAM.* We offer voluntary Supply Chain Finance (“SCF”) programs through financial institutions to certain of our suppliers.

We agree to commercial terms with our suppliers, including prices, quantities, and payment terms, and they issue invoices to us based on the agreed-upon contractual terms.

If our suppliers choose to participate in the SCF programs, they determine which invoices, if any, to sell to the financial institutions to receive an early discounted payment, while we settle the invoice amount with the financial institutions on the payment due dates.

We guarantee these payments with the financial institutions.

Amounts due to our suppliers that participate in the SCF programs are included in accounts payable in our consolidated balance sheets.

We have been informed by the participating financial institutions that as of May 31, 2024 and May 31, 2023, suppliers have been approved to sell to them $94 million and $83 million, respectively, of our outstanding payment obligations.

A rollforward of obligations confirmed and paid during the year is presented below (in millions):

| | | | | |

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

| Confirmed obligations outstanding at the beginning of the year | | $ | 83 | |

| Invoices confirmed during the year | | | 686 | |

| Confirmed invoices paid during the year | | | (678 | ) |

| Currency translation adjustments | | | 3 | |

| Confirmed obligations outstanding at the end of the year | | $ | 94 | |

Bargaining for a successor agreement continues.

In April 2024, the NMB rejected ALPA’s request for a proffer of arbitration.

*INVESTMENTS IN EQUITY AND DEBT SECURITIES.* Investments in equity securities with a readily determinable fair value are carried at fair value.

For equity securities without readily determinable fair values that qualify for the net asset value (“NAV”) practical expedient, we have elected to apply the NAV practical expedient to estimate fair value.

July 17, 2023

| Loss on debt extinguishment | | | — | | | | — | | | | (393 | ) |

| Loss on extinguishment of debt | | | — | | | | — | | | | 393 | |

| Business acquisitions, net of cash acquired | | | — | | | | — | | | | (228 | ) |

| Proceeds from debt issuances | | | — | | | | — | | | | 4,212 | |

| Balance at May 31, 2020 | $ | 32 | | | $ | 3,356 | | | $ | 25,216 | | | $ | (1,147 | ) | | $ | (9,162 | ) | | $ | 18,295 | |

*DESCRIPTION OF BUSINESS SEGMENTS.* FedEx Corporation (“FedEx”) provides a broad portfolio of transportation, e-commerce, and business services through companies competing collectively, operating collaboratively, and innovating digitally as one FedEx.

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

In accordance with our risk management policies, we do not hold or issue derivative instruments for trading or speculative purposes.

All derivative instruments are recognized in the financial statements at fair value, regardless of the purpose or intent for holding them.

When we become a party to a derivative instrument and intend to apply hedge accounting, we formally document the hedge relationship and the risk management objective for undertaking the hedge, which includes designating the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge.

If a derivative is designated as a cash flow hedge, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in other comprehensive income.

For net investment hedges, the entire change in the fair value is recorded in other comprehensive income.

Any portion of a change in the fair value of a derivative that is considered to be ineffective, along with the change in fair value of any derivatives not designated in a hedging relationship, is immediately recognized in the income statement.

We do not have any derivatives designated as a cash flow hedge for any period presented.

As of May 31, 2023, the hedge remains effective.

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

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

As part of the repurchase program, we entered into an accelerated share repurchase (“ASR”) agreement with a bank in October 2022 to repurchase an aggregate of $1.5 billion of our common stock.

During 2023, 9.2 million shares were repurchased under the ASR agreement.

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

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.

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

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements.

These changes were effective June 1, 2022.

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.

| Goodwill at May 31, 2021 | | $ | 5,358 | | | $ | 943 | | | $ | 767 | | | $ | 1,966 | | | $ | 9,034 | |

| Balance as of May 31, 2021 | | | 5,358 | | | | 943 | | | | 634 | | | | 57 | | | | 6,992 | |

| Other(1) | | | (433 | ) | | | (11 | ) | | | — | | | | (4 | ) | | | (448 | ) |

| | | $ | 2,475 | | | $ | 2,531 | |

| | | $ | 4,747 | | | $ | 5,188 | |

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

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

| | | | | | | | | | 20,579 | | | | 20,264 | |

| | | | | | | | | $ | 20,453 | | | $ | 20,182 | |

FedEx Express is using the proceeds from the issuance for general corporate purposes.

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: 2023] [added: 2024] (the end of the period covered by this Annual Report).

During [removed: the third quarter of 2023,] [added: 2024,] we successfully completed a significant migration to an enterprise resource [removed: planning,] [added: planning] cloud-based financial system for a number of our [removed: domestic] operating companies, building on the phased migration plan which began with our international operating companies in prior years.

During our fiscal quarter ended May 31, [removed: 2023,] [added: 2024,] no change occurred in our internal control over financial reporting, including the new controls described above, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Additional migrations to the cloud-based financial system will occur through [removed: 2024] [added: 2025] and will result in further changes to our internal [removed: controls] [added: control] over financial reporting.

We continue to monitor and assess the effects of remote work on our internal controls to minimize the impact on the design and operating effectiveness of our internal control over financial reporting.

*Trading Arrangements*

During our fiscal quarter ended May 31, 2024, no director or officer of FedEx adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

*Executive Officer Retirement*

On July 14, 2024, Mark R.

Allen informed FedEx of his intention to step down as Executive Vice President, General Counsel and Secretary of FedEx on September 23, 2024, and to retire from FedEx effective December 31, 2024.

Mr. Allen will remain employed by FedEx as Executive Vice President and Senior Advisor from September 24, 2024 through December 31, 2024.

FedEx will provide Mr. Allen with security services, computer and communications support, and digital protection services for a period of one year following his retirement.

There were no other changes to Mr. Allen’s compensation made as a result of his change in role and retirement.

Mr. Allen’s successor will be named at a later date.

*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 of 1934 in Part II, Item 5 (“Other Information”) of FedEx’s Quarterly Reports on Form 10-Q for the quarters ended [August 31, 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/1048911/000095017022018769/fdx-20220831.htm) and [February 28, 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/1048911/000095017023008475/fdx-20230228.htm) is incorporated herein by reference.

\- 116 -

\- 114 -

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 [removed: Directors and] [added: Directors,] information about the Audit and Finance Committee, including its members and our “audit committee financial [removed: expert”)] [added: expert,” and information regarding FedEx’s policies and procedures regarding insider trading and the timing of awards of stock options in relation to the disclosure of material, non-public information)] will be presented in FedEx’s definitive proxy statement for its [removed: 2023] [added: 2024] annual meeting of stockholders, which will be held on September [removed: 21, 2023,] [added: 23, 2024,] and is incorporated herein by reference.

Information regarding director and executive compensation will be presented in FedEx’s definitive proxy statement for its [removed: 2023] [added: 2024] annual meeting of stockholders, which will be held on September [removed: 21, 2023,] [added: 23, 2024,] and is incorporated herein by [added: reference; provided that the information in the “Executive Compensation — Pay Versus Performance” section of the definitive proxy statement is not 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: 2023] [added: 2024] annual meeting of stockholders, which will be held on September [removed: 21, 2023,] [added: 23, 2024,] 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: 2023] [added: 2024] annual meeting of stockholders, which will be held on September [removed: 21, 2023,] [added: 23, 2024,] and is incorporated herein by reference.

Information regarding the fees for services provided by Ernst & Young LLP during [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] 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: 2023] [added: 2024] annual meeting of stockholders, which will be held on September [removed: 21, 2023,] [added: 23, 2024,] and is incorporated herein by reference.

\- 117 -

\- 115 -

FedEx’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July [removed: 17, 2023] [added: 15, 2024] 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: 17, 2023] [added: 15, 2024] thereon, is presented on pages 129 through 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 and filed March [removed: 6, 2023,] [added: 11, 2024,] and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000119312523061505/d454964dex31.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000119312524064820/d766850dex31.htm)] |

| * 4.1 | | [Description of Capital Stock and Debt [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex4_1.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000095017024083577/fdx-ex4_1.htm)] |

| 4.4 | | [Form of 3.875% Note due 2042. (Included in Exhibit 4.5 to FedEx’s Registration Statement on Form S-3 filed on September 19, 2012, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/230211/000110465912064348/a12-21100_1ex4d5.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465912064348/a12-21100_1ex4d5.htm)] |

| [removed: *4.44] [added: 4.44] | | [Amendment No. 1, dated May 22, 2023, to the Liquidity Provider Revolving Credit [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex4_44.htm)] [added: Agreement. (Filed as Exhibit 4.44 to FedEx’s FY23 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex4_44.htm)] |

| [removed: *†10.16] [added: †10.16] | | [Sixteenth Amendment dated June 27, 2023 (but effective as of May 1, 2023) to the Composite Lease [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex10_16.htm)] [added: Agreement. (Filed as Exhibit 10.16 to FedEx’s FY23 Annual Report on Form 10-K, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017023033201/fdx-ex10_16.htm)] |

| †^10.17 | | [removed: [Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The] [added: [The] Boeing [removed: Company and FedEx Express (the “Boeing 777] [added: 767-3S2] Freighter Purchase [removed: Agreement”).] [added: Agreement.] (Filed as Exhibit [removed: 10.16] [added: 10.53] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_16.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_53.htm)] |

| [removed: 10.18] [added: †^10.18] | | [Supplemental Agreement No. 1 [added: (and related side letters)] dated as of June [removed: 16, 2008,] [added: 29, 2012,] amending the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.13] [added: 10.54] to FedEx’s [removed: FY08] [added: FY22] Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000136231008003669/c73820exv10w13.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_54.htm)] |

| [removed: 10.19] [added: † ^10.35] | | [Supplemental Agreement No. [removed: 2] [added: 13] dated as of [removed: July 14, 2008 to] [added: September 4, 2019, amending] the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.3] [added: 10.6] to FedEx’s [removed: FY09] [added: FY20] Second Quarter Report on Form 10-Q, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000136231008008386/c78389exv10w3.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/0001048911/000156459019046220/d630600dex106.htm)] |

| †^10.20 | | [Supplemental Agreement No. 3 [removed: dated as of December 15, 2008] (and related side letters) [removed: to] [added: dated as of December 11, 2012, amending] the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.19] [added: 10.56] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_19.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_56.htm)] |

| [removed: ^10.21] [added: †^10.21] | | [Supplemental Agreement No. 4 [removed: dated as of January 9, 2009] (and related side [removed: letters) to] [added: letter) dated as of December 10, 2013, amending] the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.20] [added: 10.57] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_20.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_57.htm)] |

| [removed: ^10.22] [added: †^10.22] | | [removed: [Side letters] [added: [Supplemental Agreement No. 5 (and related side letters)] dated [removed: May] [added: as of September] 29, [removed: 2009 and May 19, 2009, each] [added: 2014,] amending the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.21] [added: 10.58] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_21.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_58.htm)] |

| †^10.23 | | [removed: [Supplemental] [added: [Letter] Agreement [removed: No. 5] dated as of January [removed: 11, 2010 to] [added: 22, 2015, amending] the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.22] [added: 10.59] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_22.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_59.htm)] |

| †^10.24 | | [Supplemental Agreement No. 6 [removed: 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 [removed: April 30, 2010, each] [added: July 21, 2015,] amending the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.23] [added: 10.60] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_23.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_60.htm)] |

| [removed: †^10.25] [added: †^10.26] | | [Supplemental Agreement No. [removed: 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] [added: 8] (and related side [removed: letter)] [added: letters)] dated as of [removed: August 27, 2010, each] [added: June 10, 2016,] amending the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.24] [added: 10.62] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_24.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_62.htm)] |

| [removed: †^10.26] [added: †^10.19] | | [Supplemental Agreement No. [removed: 12 (and related side letter) dated as of September 3, 2010, Supplemental Agreement No. 14 (and related side letter) dated as of October 25, 2010, and Supplemental Agreement No. 15 (and related side letter)] [added: 2] dated as of October [removed: 29, 2010, each] [added: 8, 2012,] amending the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.25] [added: 10.55] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_25.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_55.htm)] |

| †^10.27 | | [Supplemental Agreement No. [removed: 16 (and related side letters) dated as of January 31, 2011, and Supplemental Agreement No. 17] [added: 9] dated as of February [removed: 14, 2011, each] [added: 16, 2017,] amending the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.26] [added: 10.63] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_26.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_63.htm)] |

| †^10.28 | | [Supplemental Agreement No. [removed: 18 (and related side letter)] [added: 10] dated as of [removed: March 30, 2011,] [added: May 10, 2017,] amending the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.27] [added: 10.64] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_27.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_64.htm)] |

| [removed: †^10.29] [added: ^10.29] | | [Supplemental Agreement No. [removed: 19] [added: 11] (and related side [removed: letter)] [added: letters)] dated as of [removed: October 27, 2011,] [added: June 18, 2018,] amending the Boeing [removed: 777] [added: 767-3S2] Freighter Purchase Agreement. (Filed as Exhibit [removed: 10.28] [added: 10.65] to FedEx’s FY22 Annual Report on Form 10-K, and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_28.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017022012762/fdx-ex10_65.htm)] |