FedEx (FDX) 10-K risk factor changes: FY2025 vs FY2024

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

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

Additionally, in [removed: 2024] [added: 2025,] we continued to see customer preference for slower, less costly shipping services and experienced lower fuel surcharges at [removed: all of our transportation segments] [added: FedEx Freight] and reduced demand surcharges at [removed: FedEx] [added: Federal] Express.

We expect service mix to shift further toward deferred service offerings in [removed: 2025.][added: 2026.]

The decline in U.S. imports of consumer goods that started in late 2022, along with slowed global industrial production, has contributed to [added: continued] weakened [removed: economic] [added: business] conditions for the transportation [removed: industry.][added: industry, leading to lower freight and package volumes.]

We [removed: are experiencing a decline in] [added: also continue to experience pressure on] demand for our transportation [removed: services as] [added: services, particularly our priority services, from the impact of elevated] inflation and [removed: high] interest rates [removed: are negatively affecting] [added: on] consumer and business spending.

See [removed: Item] [added: “[Item] 7.

[removed: “Management’s] [added: Management’s] Discussion and Analysis of Results of Operations and Financial [removed: Condition”] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”] of this Annual Report for additional information.

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

Additional changes in international trade [removed: policies] [added: policies, including with respect to tariffs,] and relations could significantly reduce the volume of goods transported [removed: globally] [added: globally, increase our costs,] and [added: materially and] adversely affect our [removed: business and] [added: business,] results of [removed: operations.] [added: operations, cash flows, and financial condition.] The U.S. government has taken certain actions that have negatively affected U.S. trade, including imposing tariffs on [removed: certain] [added: many] goods imported into the [removed: U.S. Additionally, several foreign][added: United States.]

[removed: governments have imposed tariffs on certain goods imported from the U.S.] These actions [added: have] contributed to weakness in the global economy that [added: has] adversely affected our results of [removed: operations in recent years.][added: operations.]

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

Lower fuel prices [added: have] negatively affected yields through lower fuel surcharges at [removed: all] [added: each] of our transportation segments [removed: during 2024.][added: in recent years.]

See [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition”] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”] of this Annual Report for more information.

As of May 31, [removed: 2024,] [added: 2025,] we had no derivative financial instruments to reduce our exposure to fuel price [removed: fluctuations.][added: fluctuations, and we currently have no plans to use derivative financial instruments for this purpose in the future.]

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

The failure to successfully execute our DRIVE transformation, including Network [removed: 2.0,] [added: 2.0 and Tricolor,] in the expected time frame and at the expected cost may adversely affect our future results. In [removed: the first quarter of] 2023, FedEx announced [removed: our DRIVE transformation] [added: DRIVE, a comprehensive] program to improve long-term [removed: 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.][added: profitability.]

[removed: Additionally,] [added: The program includes Network 2.0, the multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages] in [removed: 2024 we announced] [added: the U.S. and Canada, as well as] Tricolor, the redesign of the Federal Express international air network [removed: as part of the DRIVE program] to improve efficiency and asset utilization.

See [removed: “Item 1.][added: “[Item 7.]

[removed: Business”] [added: Business](#i12a19dcd46ed4b8e8247334873a4101c_13)”] and [removed: “Item] [added: “[Item] 7.

There can be no [removed: assurances] [added: assurance] that [removed: these] [added: the Federal Express and legacy FedEx Ground] businesses and [removed: networks] [added: networks, which historically operated separately and independently,] can successfully be fully integrated as planned.

[removed: It] [added: Additionally, it] is possible that the [added: business and network] integration [added: and optimization] process could result in [removed: higher than currently expected] [added: higher-than-currently-expected] costs, less-than-expected savings, the loss of customers, the disruption of ongoing businesses, union organizing, litigation, [removed: government] [added: legal disputes with service providers, governmental] agency challenges, the loss of key 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 [removed: DRIVE transformation:][added: transformation initiatives:]

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

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

- maintaining [added: or amending] existing agreements with customers and service providers and avoiding delays in entering into new agreements with prospective customers and service providers;

- legal challenges by service providers or [removed: government] [added: governmental] agencies seeking to slow or stop plans related to Network 2.0;

- obtaining any required regulatory licenses, operating authority, or contractual consents; [removed: and]

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

We may be 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 [removed: DRIVE transformation.][added: transformation initiatives.]

If we are not able to successfully implement our DRIVE [removed: transformation] [added: transformation,] 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 [removed: the DRIVE] [added: our] transformation [added: initiatives] 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 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 transformation, 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 [removed: customers,] [added: customers (including personal information),] and to maintain customer confidence in our ability to protect our systems and to provide services consistent with their expectations.

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

[added: 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 [removed: users of its applications.]

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

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

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

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 [removed: operations”] [added: operations.”] below for more information.

Although the risks below are organized by headings and each risk is discussed separately, many are interrelated.

Additionally, recent changes in U.S. and international trade policy, along with continued uncertainty surrounding such policies, could lead to further weakened business conditions for the transportation industry.

For example, services in Ukraine remain limited, services in Belarus remain suspended, and we have exited our operations in Russia.

\-21-

Additionally, many foreign governments have imposed, and others have threatened to impose, tariffs on certain goods imported from the United States.

Increased tariffs may lead to lower levels of trade or heightened political tensions.

Additional changes to global trade policies could lead to increased tariffs, export controls, quotas, embargoes, or sanctions, which may lead to increased prices or trade limitations for goods transported globally, potentially reducing customer demand for our services.

Management’s Discussion and Analysis of Results of Operations and Financial Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)” of this Annual Report for more information.

See “[Item 1.

Management’s Discussion and Analysis of Results of Operations and Financial Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)” of this Annual Report for more information.

\-22-

- mitigating the potential distraction and diversion of resources and of management’s time and attention associated with the planned spin-off of FedEx Freight.

\-23-

users of its applications.

In 2025, the information systems of one of our third-party service providers experienced a security breach that resulted in unauthorized access to the third-party’s cloud environment, including certain systems that contained our data.

This incident did not have a material adverse effect on our business or results of operations.

However, there can be no assurance that similar events will not have such an effect in the future.

These risks may also be heightened by our DRIVE transformation and the planned spin-off of FedEx Freight into a separate, publicly traded company.

\-24-

Financial Statements” of our Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022 for more information.

\-25-

relationships with FedEx.

Business](#i12a19dcd46ed4b8e8247334873a4101c_13)” and “[Item 7.

In addition, we are investing in data insight solutions intended to drive supply chain efficiency for our customers.

See “[Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)” of this Annual Report for more information.

\-26-

The planned spin-off of FedEx Freight may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial and strategic benefits. In December 2024, we announced our intention to separate FedEx Freight from our portfolio structure through the creation of a separate, publicly traded company (“NewCo”).

The planned separation, which would be implemented through the spin-off of shares of NewCo to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026.

The proposed spin-off is complex in nature, and unanticipated changes or developments could delay or prevent the completion of the spin-off or cause the spin-off to occur on terms or conditions that are different or less favorable than expected.

Whether or not we complete the spin-off, we may face significant challenges in connection with the transaction, including, without limitation:

- our ability to maintain NewCo’s continued support of our DRIVE transformation, Network 2.0, Tricolor, and other strategic initiatives;

- our ability to maintain operational, commercial, data and information technology, brand and intellectual property, human resources, finance, legal, sales, and marketing continuity where necessary between FedEx and NewCo and establish stand-alone functions and infrastructure at NewCo where necessary;

- the risk that if the IRS determines that certain steps of the planned spin-off do not qualify for tax-free treatment for U.S. federal income tax purposes, FedEx and its stockholders could incur significant tax liabilities;

- costs and expenses related to the planned spin-off (which are expected to be significant), including costs related to commercial and operational dis-synergies; restructuring and other transaction expenses; expenses related to establishing stand-alone operational, commercial, personnel, and digital and technology infrastructure at NewCo; and accounting, tax, legal, and other professional services expenses, any of which may be higher than initially expected;

- retaining existing business and operational relationships, including with customers, suppliers, employees, and other counterparties;

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

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

- determining the appropriate allocations of assets and liabilities between FedEx and NewCo, as well as the terms governing the relationship between FedEx and NewCo following the spin-off; and

- potential negative reactions from investors and other external stakeholders.

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.

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.

\- 24 -

Any further changes in U.S. or international trade policy, including tariffs, export controls, quotas, embargoes, or sanctions, could trigger additional retaliatory actions by affected countries, resulting in “trade wars” and further increased costs for goods transported globally, which may reduce customer demand for these products if the parties having to pay tariffs or other anti-trade measures increase their prices, or in trading partners limiting their trade with countries that impose such measures.

Political uncertainty surrounding international trade and other disputes could also have a negative effect on business and consumer confidence and spending.

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

In the fourth quarter of 2023, we announced one FedEx, a consolidation plan to bring FedEx Ground and FedEx Services into Federal Express.

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

These entities historically operated as separate and independent businesses and networks.

\- 25 -

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

\- 26 -

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

\- 27 -

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

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

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

The

\- 28 -

\- 29 -

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

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, perceived uncertainties as to our future direction, our ability to execute on our strategy, or the composition of our senior management team may lead to the perception of a change in the direction of our business, instability or lack of continuity which may be exploited by our competitors, result in the loss of potential business opportunities and current or potential customers, or make it more difficult to attract and retain qualified employee talent.

Our business, results of operations, or financial condition could be harmed by any of these factors or the assessment and its ultimate outcome, among other things.

There can be no assurance that any potential transaction or other outcome would be successfully implemented, achieve the intended benefits, or provide greater value to our stockholders than that reflected in the current price of our common stock.

\- 30 -

condition and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand and goodwill.

We must make commitments to purchase or modify aircraft years before the aircraft are actually needed.

We must predict volume levels and fleet requirements and make commitments for aircraft based on those projections.

\- 31 -

\- 32 -

public health crisis.

Certain of these risks may be heightened by our DRIVE transformation, including Network 2.0.

For example, our fourth quarter 2024 mark-to-market (“MTM”) retirement plans accounting adjustment resulted in a pre-tax, noncash MTM gain of $561 million ($426 million, net of tax, or $1.69 per diluted share), and in 2023 we recognized a pre-tax, noncash MTM gain of $650 million ($493 million, net of tax, or $1.92 per diluted share).

\- 33 -

instituted.

We may also incur additional expenses as a result of U.S. and international regulators requiring additional disclosures regarding GHG emissions and other environmental matters including, but not limited to, the European Sustainability Reporting Standards and Corporate Sustainability Reporting Directive and the final rules adopted by the SEC in March 2024.

[added: -] Results of operations includes an overview of our consolidated [removed: 2024] [added: 2025] results compared to [removed: 2023] [added: 2024] results.

Discussion and analysis of [removed: 2022] [added: 2023] results and year-over-year comparisons between [removed: 2023] [added: 2024] results and [removed: 2022] [added: 2023] 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: 2023.][added: 2024.]

[added: -] The overview is followed by a discussion of both historical operating results for our business segments [removed: in place] during [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and our outlook for [removed: 2025,] [added: 2026,] as well as a financial summary and analysis for each of our transportation segments in place during [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

[added: -] Our financial condition is reviewed through an analysis of key elements of our liquidity and capital resources, financial commitments, and liquidity outlook for [removed: 2025.][added: 2026.]

[added: -] Critical accounting estimates discusses those financial statement elements that we believe are most important to understanding the material judgments and assumptions incorporated in our financial results.

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

[removed: Business,” “Item] [added: Business](#i12a19dcd46ed4b8e8247334873a4101c_13),” “[Item] 1A.

Risk [removed: Factors,”] [added: Factors](#i12a19dcd46ed4b8e8247334873a4101c_16),”] and [removed: “Item] [added: “[Item] 8.

Financial Statements and Supplementary [removed: Data.”][added: Data](#i12a19dcd46ed4b8e8247334873a4101c_118).”]

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

In connection with our one FedEx [removed: consolidation,] [added: consolidation plan,] on June 1, 2024, FedEx Ground [added: Package System, Inc. (“FedEx Ground”)] and FedEx [removed: Services] [added: Corporate Services, Inc ("FedEx Services")] were merged into Federal [removed: Express Corporation (“Federal Express”),] [added: Express,] becoming a single company operating a unified, fully integrated air-ground express network under the respected FedEx brand.

[added: | FedEx Freight Segment | | |] FedEx Freight [removed: continues to provide LTL] [added: (LTL] freight [removed: transportation services as a separate subsidiary.][added: transportation) | | |]

[removed: 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”) [removed: will be] [added: are] included in the FedEx Freight segment instead of the Federal Express segment in 2025.

Prior-year amounts [removed: will be] [added: were] revised to reflect this presentation.

See “Reportable Segments” below and [removed: “Item] [added: “[Item] 1.

[removed: Business”] [added: Business](#i12a19dcd46ed4b8e8247334873a4101c_13)”] for additional information.

[added: -] the overall customer demand for our various services based on macroeconomic factors and the global economy;

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

[added: -] the mix of services purchased by our customers;

[added: -] the prices we obtain for our services, primarily measured by yield (revenue per package or pound or revenue per shipment or hundredweight for LTL freight shipments);

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

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

See the risk factors identified under [removed: Part I, Item] [added: [Item] 1A.

“Risk [removed: Factors”] [added: Factors”](#i12a19dcd46ed4b8e8247334873a4101c_16)] for more information.

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

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

Consequently, this environment has led to lower [removed: freight and package volumes] [added: shipments] at FedEx [removed: Express and FedEx] Freight, negatively affecting our results in [removed: 2024.][added: 2025.]

During [removed: 2024,] [added: 2025,] global inflation decelerated year-over-year but continues to be above historical levels.

We are experiencing [removed: a decline in] [added: pressure on] demand for our transportation [removed: services] [added: services, particularly our priority services,] as [added: elevated] inflation and [removed: high] interest rates are negatively affecting consumer and business spending.

We expect inflation and high interest rates to continue to negatively affect our results in [removed: 2025.][added: 2026.]

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

Lower fuel prices negatively affected yields through lower fuel surcharges [added: at FedEx Freight] and [removed: drove a decrease in] [added: reduced] fuel expense [removed: during 2024] at [removed: all] [added: both] of our transportation [removed: segments.][added: segments during 2025.]

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

“Risk [removed: Factors.”][added: Factors.](#i12a19dcd46ed4b8e8247334873a4101c_16)[”](#i12a19dcd46ed4b8e8247334873a4101c_16)]

RESULTS OF [removed: OPERATIONS] [added: OPERATIONS] AND OUTLOOK

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

Except as otherwise specified, references to years indicate our fiscal year ended May 31, [removed: 2024] [added: 2025] or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year.

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

\-43-

In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026.

“Risk Factors](#i12a19dcd46ed4b8e8247334873a4101c_16) – *The planned spin-off of FedEx Freight may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial and strategic benefits.*”

In January 2025, the Board of Directors approved a change in FedEx's fiscal year end from May 31 to December 31.

The fiscal year change will be effective for the period beginning June 1, 2026.

\-44-

In the latter half of 2025, the U.S. government began the process of significantly increasing the rates and broadening the scope of tariffs imposed on goods imported into the United States.

In response, several foreign governments imposed new tariffs on certain goods imported from the United States, and additional U.S. and retaliatory measures are possible in 2026.

Additional changes to global trade policies could lead to increased tariffs, export controls, quotas, embargoes, or sanctions, which may lead to increased prices or trade limitations for goods transported globally, potentially reducing customer demand for our services.

\-45-

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

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

| Federal Express segment | | | 4,885 | | | | | | | | | 4,819 | | | | | | | | | 1 | | | | | |

| Corporate, other, and eliminations | | | (1,157) | | | | | | | | | (1,081) | | | | | | | | | 7 | | | | | |

| Federal Express segment | | | 6.5 | | % | | | | | | | 6.5 | | % | | | | | | | — | | bp | | | |

| FedEx Freight segment | | | 16.7 | | % | | | | | | | 19.3 | | % | | | | | | | (260) | | bp | | | |

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

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

| Federal Express segment | | | $ | 641 | | | | | $ | 66 | |

| | | | $ | 233 | | | | | $ | (342) | |

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

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

| | | | 2025 | | | | | | 2024 | | |

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

| FedEx Freight spin-off costs | | | (38) | | | | | | — | | |

| | | | $ | (903) | | | | | $ | (682) | |

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

| FedEx Freight spin-off costs, net of tax | | | (44) | | | | | | — | | |

| | | | $ | 346 | | | | | $ | 372 | |

Operating income declined in 2025 primarily due to lower shipments and fuel surcharges at FedEx Freight, a continued mix shift toward deferred package services which constrained yield growth, and the expiration of our contract with the U.S. Postal Service ("USPS").

In addition, operating results for 2025 were negatively affected by increased purchased transportation and wage rates and two fewer operating days at both of our transportation segments.

Partially offsetting these pressures were continued savings related to DRIVE and higher demand for international economy and U.S. ground package services.

Our DRIVE initiatives for 2025 included the continued structural transformation of our network, improving

\-46-

the efficiency of our information technology and back-office functions, optimizing operations in Europe, and increasing linehaul efficiencies.

Operating income in 2025 includes $88 million of net expenses ($90 million, net of tax, or $0.37 per diluted share) for international regulatory and legacy FedEx Ground legal matters included in Federal Express.

We incurred costs related to the planned spin-off of FedEx Freight of $56 million ($44 million, net of tax, or $0.18 per diluted share) in 2025.

These costs are included in Corporate, other, and eliminations and consist of $38 million of professional and legal fees included in other operating expenses and $18 million related to the debt exchange offer and consent solicitation transactions discussed in [Note 7](#i12a19dcd46ed4b8e8247334873a4101c_148) of the accompanying financial statements included in other, net.

\-47-

For these periods, those companies represented our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), constituted our reportable segments.

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

The operating costs of the FedEx Services segment were allocated to the business units it served during 2024 and 2023.

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

\- 46 -

\- 47 -

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

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

| FedEx Express segment | | | 776 | | | | 1,064 | | | | (27 | ) | |

| FedEx Ground segment | | | 4,049 | | | | 3,140 | | | | 29 | | |

| FedEx Express segment | | | 1.9 | % | | | 2.5 | % | | | (60 | ) | bp |

| FedEx Ground segment | | | 11.8 | % | | | 9.4 | % | | | 240 | | bp |

| | | | | | | | | |

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

| FedEx Express segment | | $ | (1,886 | ) | | $ | (288 | ) |

| FedEx Ground segment | | | 749 | | | | 909 | |

| FedEx Services segment | | | (41 | ) | | | — | |

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

(1)

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

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

| | | $ | 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.

\- 48 -

Operating income in 2023 also includes $47 million ($44 million, net of tax, or $0.17 per diluted share) of goodwill and other asset impairment charges associated with the ShopRunner, Inc. (“ShopRunner”) acquisition at FedEx Dataworks, Inc. (“FedEx Dataworks”).

Operating income in 2023 includes $273 million ($209 million, net of tax, or $0.81 per diluted share) of expenses under this program, and also includes business realignment costs of $36 million ($27 million, net of tax, or $0.11 per diluted share) associated with our workforce reduction plan in Europe announced in 2021.

Operating income in 2023 includes a $35 million charge ($26 million, net of tax, or $0.10 per diluted share) related to a separate FedEx Ground legal matter.

Net income in 2023 includes a $46 million ($0.18 per diluted share) tax expense from a revaluation of certain foreign tax assets.

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.

\- 49 -


(2)

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

(3)

\- 50 -


\- 51 -

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

FedEx Ground revenue increased 2% in 2024 primarily due to base yield improvement and higher volume, partially offset by lower fuel surcharges.

As disclosed in [removed: Note 6] [added: [Note](#i12a19dcd46ed4b8e8247334873a4101c_148) [7](#i12a19dcd46ed4b8e8247334873a4101c_148)] to the accompanying consolidated financial statements, we had outstanding fixed-rate long-term debt (exclusive of finance leases) with an estimated fair value of [removed: $17.5] [added: $17.2] billion at May 31, [removed: 2024] [added: 2025] and 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.]

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: $650] [added: $600] million as of May 31, [removed: 2024] [added: 2025] and approximately [removed: $750] [added: $650] million as of May 31, [removed: 2023.][added: 2024.]

See the “Critical Accounting Estimates — Retirement Plans” section of [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition”] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”] of this Annual Report for more information.

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

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

Foreign currency fluctuations had a slightly [removed: negative] [added: positive] impact on operating income in [removed: 2024] [added: 2025] and a slightly negative impact on operating income in [removed: 2023.][added: 2024.]

At May 31, [removed: 2024,] [added: 2025,] 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 [removed: expected] operating income of approximately [removed: $400] [added: $450] million for [removed: 2025.][added: 2026, assuming operations were consistent with the prior year.]

During [removed: 2024,] [added: 2025,] we recognized [removed: a $6] [added: an $86] million loss in other comprehensive income related to our cross-currency swaps, which excludes any impact of deferred income taxes.

All other derivatives are accounted for at fair value with any gains or losses recorded in income, and were immaterial in [removed: 2024.][added: 2025.]

The income statement impact of the derivatives was immaterial in [removed: 2023.][added: 2024.]

For additional discussion of our derivatives, see [removed: Note 15] [added: [Note 1](#i12a19dcd46ed4b8e8247334873a4101c_178)[6](#i12a19dcd46ed4b8e8247334873a4101c_178)] of the accompanying consolidated financial statements.

For additional discussion of our indexed fuel surcharges, see the “Results of Operations and Outlook — Consolidated Results — Fuel” section of [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis [removed: of Results] [added: of](#i12a19dcd46ed4b8e8247334873a4101c_46) [Financ](#i12a19dcd46ed4b8e8247334873a4101c_46)[ial Condition and](#i12a19dcd46ed4b8e8247334873a4101c_46) [Results] of [removed: Operations and Financial Condition.”][added: Operations](#i12a19dcd46ed4b8e8247334873a4101c_46)[.](#i12a19dcd46ed4b8e8247334873a4101c_46)”]

Historically, our exposure to foreign currency fluctuations is more significant

\-67-

\-68-

\- 71 -

Our website is located at [removed: *fedex.com*.][added: fedex.com.]

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

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

Except as otherwise specified, any reference to a year in this Annual Report indicates our fiscal year [added: May 31, 2025 or] ended May 31 of the year [removed: referenced.][added: referenced, and comparisons are to the corresponding period of the prior year.]

In [removed: the fourth quarter of 2023, we announced] [added: connection with our] one [removed: FedEx, a] [added: FedEx] consolidation [removed: plan to bring] [added: plan, on June 1, 2024,] FedEx Ground Package System, Inc. (“FedEx Ground”) and FedEx Corporate Services, Inc. [removed: (“FedEx Services”)] [added: 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, Inc. (“FedEx Freight”) [removed: continues to provide] [added: provides] less-than-truckload (“LTL”) freight transportation services as a separate subsidiary.

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

[added: Additionally, the results of] FedEx Custom Critical, Inc. (“FedEx Custom Critical”) [removed: will be] [added: are] included in the FedEx Freight segment instead of the Federal Express segment [removed: beginning] in 2025.

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

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

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition”] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”] and [removed: “Item] [added: “[Item] 8.

Financial Statements and Supplementary [removed: Data”] [added: Data](#i12a19dcd46ed4b8e8247334873a4101c_118)”] of this Annual Report.

[added: We focus on making appropriate] investments in the technology and assets necessary to optimize our long-term earnings performance and cash flow.

With the [removed: recent] significant growth of e-commerce and as our service mix continues to shift to deferred services, we are continuing to evolve to improve our operational efficiency and enhance profitability through one FedEx, Network 2.0 (our multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada), [removed: and] DRIVE (our comprehensive program to improve long-term [removed: profitability).][added: profitability), and Tricolor (the redesign of the Federal Express international air network as part of the DRIVE program to improve efficiency and asset utilization).]

[removed: As we optimize our network under] [added: We have completed implementation of] Network [added: 2.0 in Canada and implemented Network 2.0 at approximately 130 locations in the U.S. Under Network] 2.0, Federal Express [removed: will continue] [added: continues] to utilize both [added: its] employee couriers and [removed: contracted] service providers in U.S. surface operations using a market-by-market approach.

See “Business Segments” below, [removed: “Item] [added: “[Item] 1A.

Risk [removed: Factors,”] [added: Factors](#i12a19dcd46ed4b8e8247334873a4101c_16),”] and [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition”] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”] of this Annual Report for more information on one FedEx, Network 2.0, [added: DRIVE,] and [removed: DRIVE.][added: Tricolor.]

In [removed: January] [added: September] 2024, we [removed: announced] [added: launched] fdx, a fully integrated data-driven commerce platform that connects the entire customer journey.

In early [removed: 2025] [added: 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.

[removed: - Introducing] [added: In September 2024, FedEx launched] fdx, a fully integrated data-driven commerce platform that connects the entire customer journey.

The following describes in more detail the operations of each of our principal operating [removed: segments beginning in the first quarter of 2025:][added: segments:]

As of [removed: June 7, 2024,] [added: May 31, 2025,] Federal Express employed approximately [removed: 430,000] [added: 440,000] employees and had approximately [removed: 64,000] [added: 63,000] drop-off locations (including FedEx Office stores and FedEx OnSite locations, such as [removed: nearly 17,000 Walgreens, Dollar General,] [added: over 15,000 Walgreens] and [removed: Albertsons] [added: Dollar General] stores), nearly 700 aircraft, and over 175,000 motorized vehicles in its global network.

Federal Express contracts with approximately [removed: 6,000] [added: 5,700] independent small businesses to conduct certain linehaul and pickup-and-delivery operations.

Federal Express offers a wide range of U.S. [removed: domestic] and Canadian [added: domestic] shipping services for [removed: delivery of] packages and freight.

Federal Express offers three U.S. domestic overnight package delivery [removed: services: FedEx] [added: services (FedEx] First Overnight, FedEx Priority Overnight, and FedEx Standard [removed: Overnight.][added: Overnight) and three U.S. domestic deferred package delivery services (FedEx 2Day, FedEx 2Day AM, and FedEx Express Saver).]

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

Federal Express offers [added: day-definite] residential delivery service to 99% of the U.S. population on Saturdays and [removed: more than half] [added: to nearly two-thirds] of the U.S. population on Sundays.

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 packages to any residential address [removed: or P.O. Box] in the U.S.

from more than 90 [removed: countries and Caribbean islands in one or two business days,] [added: countries,] delivery by 10:00 a.m.

in one business day from the U.S. to Canada, and [added: delivery] by 11:00 a.m.

Federal Express also offers domestic pickup-and-delivery services within certain non-U.S. countries, including France, the United Kingdom, Australia, Brazil, Italy, Canada, Mexico, Poland, India, China, and [removed: South] [added: in Southern] Africa.

[removed: Additionally,] FedEx International Connect Plus, [removed: a contractual] [added: an] e-commerce service currently available from nearly 60 origin countries to over 190 destination countries, provides day-definite delivery typically within two to five business days.

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition”] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”] of this Annual Report for more information.

Federal Express’s unique European road network connects more than 45 countries and territories through [removed: 28] [added: 27] transit hubs and more than [removed: 600] [added: 550] stations.

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

The redesigned network [removed: will continue] [added: continues] 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 [removed: will be] [added: has been] retimed to operate off-cycle, allowing us to build density, decongest hubs, and connect our global surface networks.

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

[removed: In some international areas, independent agents] (“Global Service Participants”) have been selected to complete deliveries and to pick up packages.

In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026.

In January 2025, the Board of Directors approved a change in FedEx's fiscal year end from May 31 to December 31.

The fiscal year change will be effective for the period beginning June 1, 2026.

\-2-

The DRIVE program includes a business optimization plan to drive efficiency among our transportation segments, lower our overhead and support costs, and transform our digital capabilities.

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

As of May 31, 2025, we had implemented Network 2.0 optimization in approximately 290 locations in the U.S. and Canada.

Using a market-by-market approach, service providers will handle the pickup and delivery of Federal Express packages in some locations while employee couriers will handle others.

\-3-

Federal Express offers day-definite delivery service on Saturdays to over 40% of the Canadian population with FedEx Priority Overnight, FedEx Standard Overnight, and FedEx 2Day services.

In some international areas, independent agents

\-4-

Federal Express also operates a highly flexible surface network of approximately 720 legacy FedEx Ground and 530 legacy FedEx Express facilities, as of May 31, 2025, that support its U.S. and Canada surface operations.

The surcharges were reinstated for select international lanes in August 2024, with subsequent rate changes during the remainder of 2025.

The surcharges were ended on May 31, 2025, except for shipments inbound to Israel and Canada, which continue until further notice.

A demand surcharge on U.S. to Canada international ground services was implemented beginning in June 2025.

\-5-

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

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

| 2025 | | | | | | $ | 2,832 | | | | | 3.2 | | % |

\-6-

See “[Item 1A.

In 2025, FedEx announced the launch of FedEx Easy Returns, a cost-effective way to combine customer returns into one shipment.

\-7-

In May 2025, we launched a platform-based trade clearance solution to help our customers and other stakeholders navigate increasing operational complexities amid changing global trade policy.

FedEx Freight

FedEx Freight Priority Plus adds even more speed to time-sensitive shipments even if the shipment is in transit, offering the fastest delivery option available through FedEx Freight with early-morning, after-hours, and Saturday delivery available.

FedEx Freight also offers additional services to meet specific customer needs.

Volume Services offers

\-8-

three different service options that allow customers to balance their budget and delivery timeline for larger LTL shipments — Truckload Exempt (TLX), Truckload Service (TLS), and Exclusive Use (EXCL).

Retail Flex is available for delivery to major retailers with key benefits that go beyond standard LTL services, ensuring on-time deliveries to avoid late fees and providing accountability for handling units to reduce incomplete shipments and chargebacks.

John A.

In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026.

See “[Item 1A.

Risk Factors](#i12a19dcd46ed4b8e8247334873a4101c_16) — Strategic Risks — The planned spin-off of FedEx Freight may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial and strategic benefits.” for more information.

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

\-9-

One FedEx Consolidation and New Reportable Segments

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

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

During 2024 and 2023, our reportable segments were FedEx 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, which provided sales, marketing, information technology, communications, customer service, technical support, billing and collection services, and certain back-office functions that supported our operating segments.

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

\- 2 -

We have implemented Network 2.0 in more than 50 locations in the U.S. and began the phased transition of all legacy FedEx Ground operations and personnel in Canada to Federal Express surface operations in April 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.

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

During 2024 and early 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:

- Completing our one FedEx consolidation plan to bring FedEx Ground and FedEx Services into Federal Express, becoming a single company operating a unified, fully integrated air-ground express network.

- 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.

\- 3 -

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

- 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.

\- 4 -

See the “Financial Condition — Liquidity Outlook” section of “Item 7.

Federal Express also operates a highly flexible surface network of over 700 legacy FedEx Ground sortation and distribution facilities, including 165 fully automated stations, as of June 7, 2024.

Federal Express conducts these operations in the U.S. primarily with more than 95,000 motorized vehicles owned or leased by independent service providers.

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

\- 5 -

center when a trailer arrives and departs.

During the third quarter of 2024, Federal Express leveraged the power of our digital insights and predictive capabilities through FedEx Dataworks to proactively divert storm-bound volumes during severe winter weather.

In 2024 we introduced a new tool to Federal Express service providers to track and drive improvement across key operating metrics tied to demand, safety, service, and productivity.

\- 6 -

U.S. Postal Service Agreement

Federal Express’s agreement with the U.S. Postal Service (“USPS”) to provide airport-to-airport transportation of USPS First Class Mail, Priority Mail Express, and Priority Mail within the U.S 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.

Federal Express also provides transportation and delivery for the USPS’s international delivery service called Global Express Guaranteed under a separate agreement.

| | | | | | | | | |

See [removed: Note 20] [added: [Note 2](#i12a19dcd46ed4b8e8247334873a4101c_193)[1](#i12a19dcd46ed4b8e8247334873a4101c_193)] 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.

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

For the fiscal year [removed: ended May 31, 2024.][added: ended May 31, 2025.]

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

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

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

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

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

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

| Title of each class | | [added: | | | |] Trading Symbol | | [added: | | | |] Name of each exchange on which registered | [added: | |]

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

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

| Large accelerated filer ☑ | [added: | |] Accelerated filer ☐ | [added: | |] Non-accelerated filer ☐ | [added: | |] Smaller reporting company ☐ | [added: | |] Emerging growth company ☐ | [added: | |]

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: 2023,] [added: 2024,] was approximately [removed: $59.5] [added: $66.8] billion.

As of July [removed: 11, 2024, 244,302,246] [added: 17, 2025, 235,899,098] 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: 2024] [added: 2025] annual meeting of stockholders to be held on September [removed: 23, 2024] [added: 29, 2025] are incorporated by reference in response to Part III of this Report.

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

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

[removed: Business”; “Item] [added: Business](#i12a19dcd46ed4b8e8247334873a4101c_13)”; “[Item] 1A.

Risk [removed: Factors”; “Item] [added: Factors](#i12a19dcd46ed4b8e8247334873a4101c_16)”; “[Item] 1C.

[removed: Cybersecurity”; “Item] [added: Cybersecurity](#i12a19dcd46ed4b8e8247334873a4101c_22)”; “[Item] 2.

[removed: Properties”; “Item] [added: Properties](#i12a19dcd46ed4b8e8247334873a4101c_25)”; “[Item] 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities”;] [added: Securities](#i12a19dcd46ed4b8e8247334873a4101c_40)”;] the “Trends Affecting Our Business,” “Business Optimization [removed: and Realignment] Costs,” “Income Taxes,” “Outlook,” “Reportable Segments,” “Liquidity Outlook,” and “Critical Accounting Estimates” sections of [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition”;] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”;] and the “Description of Business Segments and Summary of Significant Accounting Policies,” “Goodwill and Other Intangible Assets,” “Long-Term Debt and Other Financing Arrangements,” “Leases,” “Income Taxes,” “Retirement Plans,” “Business Segments and Disaggregated Revenue,” “Commitments,” and “Contingencies” notes to the consolidated financial statements in [removed: “Item] [added: “[Item] 8.

Financial Statements and Supplementary [removed: Data”] [added: Data](#i12a19dcd46ed4b8e8247334873a4101c_118)”] are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance, and business.

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

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

| [removed: [ITEM] [added: [Item] 1. [removed: Business](#item_1_business)] [added: Business](#i12a19dcd46ed4b8e8247334873a4101c_13)] | [removed: 2] | [added: | | | | | | | | | | [2](#i12a19dcd46ed4b8e8247334873a4101c_13) | | |]

| [removed: [ITEM 1A. Risk Factors](#item_1a_risk_factors)] [added: [Item 1](#i12a19dcd46ed4b8e8247334873a4101c_16)[A](#i12a19dcd46ed4b8e8247334873a4101c_16)[.](#i12a19dcd46ed4b8e8247334873a4101c_16) [Risk Factors](#i12a19dcd46ed4b8e8247334873a4101c_16)] | [removed: 24] | [added: | | | | | | | | | | [21](#i12a19dcd46ed4b8e8247334873a4101c_16) | | |]

| [removed: [ITEM] [added: [Item] 1B. Unresolved Staff [removed: Comments](#item_1b_unresolved_staff_comments)] [added: Comments](#i12a19dcd46ed4b8e8247334873a4101c_19)] | [removed: 37] | [added: | | | | | | | | | | [34](#i12a19dcd46ed4b8e8247334873a4101c_19) | | |]

| [removed: [ITEM 1C. Cybersecurity](#item_1c_cybersecurity)] [added: [Item 1C](#i12a19dcd46ed4b8e8247334873a4101c_22)[.](#i12a19dcd46ed4b8e8247334873a4101c_22) [Cybersecurity](#i12a19dcd46ed4b8e8247334873a4101c_22)] | [removed: 37] | [added: | | | | | | | | | | [34](#i12a19dcd46ed4b8e8247334873a4101c_22) | | |]

| [removed: [ITEM] [added: [Item] 2. [removed: Properties](#item_2_properties)] [added: Properties](#i12a19dcd46ed4b8e8247334873a4101c_25)] | [removed: 38] | [added: | | | | | | | | | | [36](#i12a19dcd46ed4b8e8247334873a4101c_25) | | |]

| [removed: [ITEM] [added: [Item] 3. Legal [removed: Proceedings](#item_3_legal_proceedings)] [added: Proceedings](#i12a19dcd46ed4b8e8247334873a4101c_28)] | [removed: 42] | [added: | | | | | | | | | | [40](#i12a19dcd46ed4b8e8247334873a4101c_28) | | |]

| [removed: [ITEM] [added: [Item] 4. Mine Safety [removed: Disclosures](#item_4_mine_safety_disclosures)] [added: Disclosures](#i12a19dcd46ed4b8e8247334873a4101c_31)] | [removed: 42] | [added: | | | | | | | | | | [40](#i12a19dcd46ed4b8e8247334873a4101c_31) | | |]

[removed: |] PART [removed: II | |][added: IV]

| [removed: [ITEM] [added: [Item] 5. [removed: Market for] [added: Market](#i12a19dcd46ed4b8e8247334873a4101c_40) [f](#i12a19dcd46ed4b8e8247334873a4101c_40)[or] Registrant’s Common Equity, Related Stockholder Matters, [removed: and] [added: And] Issuer Purchases [removed: of] [added: Of] Equity [removed: Securities](#item_5_market_for_registrants_common_equ)] [added: Securities](#i12a19dcd46ed4b8e8247334873a4101c_40)] | [removed: 45] | [added: | | | | | | | | | | [42](#i12a19dcd46ed4b8e8247334873a4101c_40) | | |]

| [removed: [ITEM] [added: [Item] 6. [removed: \[RESERVED\]](#item_6_reserved)] [added: \[Reserved\]](#i12a19dcd46ed4b8e8247334873a4101c_43)] | [removed: 45] | [added: | | | | | | | | | | [43](#i12a19dcd46ed4b8e8247334873a4101c_43) | | |]

| [removed: [ITEM] [added: [Item] 7. Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition](#item_7_managements_discussion_analysis_r)] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)] | [removed: 46] | [added: | | | | | | | | | | [43](#i12a19dcd46ed4b8e8247334873a4101c_46) | | |]

| [removed: [ITEM] [added: [Item] 7A. Quantitative and Qualitative [removed: Disclosures] [added: Disclosure] About Market [removed: Risk](#item_7a_quantitative_qualitative_disclos)] [added: Risk](#i12a19dcd46ed4b8e8247334873a4101c_115)] | [removed: 71] | [added: | | | | | | | | | | [67](#i12a19dcd46ed4b8e8247334873a4101c_115) | | |]

| [removed: [ITEM] [added: [Item] 8. Financial Statements and Supplementary [removed: Data](#item_8_financial_statements_supplementar)] [added: Data](#i12a19dcd46ed4b8e8247334873a4101c_118)] | [removed: 72] | [added: | | | | | | | | | | [69](#i12a19dcd46ed4b8e8247334873a4101c_118) | | |]

| [removed: [ITEM] [added: [Item] 9. [removed: Changes in and Disagreements With Accountants on Accounting and] [added: Changes](#i12a19dcd46ed4b8e8247334873a4101c_196) [i](#i12a19dcd46ed4b8e8247334873a4101c_196)[n](#i12a19dcd46ed4b8e8247334873a4101c_196) [a](#i12a19dcd46ed4b8e8247334873a4101c_196)[nd Disagreements](#i12a19dcd46ed4b8e8247334873a4101c_196) [w](#i12a19dcd46ed4b8e8247334873a4101c_196)[ith Accountants](#i12a19dcd46ed4b8e8247334873a4101c_196) [o](#i12a19dcd46ed4b8e8247334873a4101c_196)[n Accounting](#i12a19dcd46ed4b8e8247334873a4101c_196) [a](#i12a19dcd46ed4b8e8247334873a4101c_196)[nd] Financial [removed: Disclosure](#item_9_changes_in_disagreements_with_acc)] [added: Disclosure](#i12a19dcd46ed4b8e8247334873a4101c_196)] | [removed: 116] | [added: | | | | | | | | | | [113](#i12a19dcd46ed4b8e8247334873a4101c_196) | | |]

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| 1.625% Notes due 2027 | | | | | | FDX 27 | | | | | | New York Stock Exchange | | |

| 0.450% Notes due 2029 | | | | | | FDX 29A | | | | | | New York Stock Exchange | | |

| 1.300% Notes due 2031 | | | | | | FDX 31 | | | | | | New York Stock Exchange | | |

| 0.950% Notes due 2033 | | | | | | FDX 33 | | | | | | New York Stock Exchange | | |

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| [Information](#i12a19dcd46ed4b8e8247334873a4101c_34) [a](#i12a19dcd46ed4b8e8247334873a4101c_34)[bout](#i12a19dcd46ed4b8e8247334873a4101c_34) [o](#i12a19dcd46ed4b8e8247334873a4101c_34)[ur Executive Officers](#i12a19dcd46ed4b8e8247334873a4101c_34) | | | | | | | | | | | | [40](#i12a19dcd46ed4b8e8247334873a4101c_34) | | |

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| [Item 15. Exhibits](#i12a19dcd46ed4b8e8247334873a4101c_229) [a](#i12a19dcd46ed4b8e8247334873a4101c_229)[nd Financial Statements Schedules](#i12a19dcd46ed4b8e8247334873a4101c_229) | | | | | | | | | | | | [115](#i12a19dcd46ed4b8e8247334873a4101c_229) | | |

\-1-

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| [Information about our Executive Officers](#executiveofficersregistrant) | 43 |

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

\- 1 -

Our ability to attract and retain customers, efficiently operate our businesses, execute our DRIVE transformation, including Network 2.0, and compete effectively increasingly [removed: depend] [added: depends] in part upon the sophistication, security, and reliability of our technology network, including our ability to provide features of service that are important to our customers, to protect our confidential business information and the information provided by our customers, and to maintain customer confidence in our ability to protect our systems and to provide services consistent with their expectations.

Leveraging components from multiple industry frameworks and best practices such as the International Organization for Standardization [added: (“ISO”)] 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 [added: regularly] conduct table-top simulation exercises to [removed: regularly] test our cybersecurity incident response processes with the aim of enhancing effectiveness against evolving threats.

In the last three fiscal years to date, we [removed: are] [added: have] not [added: identified any risks from cybersecurity threats or become] aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition.

For more information about cybersecurity-related risks, please see [removed: Item] [added: “[Item] 1A.

“Risk [removed: Factors”] [added: Factors](#i12a19dcd46ed4b8e8247334873a4101c_16)”] of this Form 10-K.

The CyTOC receives regular updates from our [removed: CISO, Executive Vice President – Chief Digital and Information Officer and Chief Transformation Officer,] [added: CISO] 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, [added: risks associated with third-party service providers,] and the emerging threat landscape.

The results of the IT risk management process are also presented [added: at least] annually to the CyTOC.

Separately, through our ERM program, [removed: risks appropriate for Board-level awareness,] [added: key enterprise risks,] including with respect to cybersecurity, are communicated to the Board and its Audit and Finance Committee at least annually, [removed: while] [added: and any] significant [added: changes to these] risks are reported [removed: on a quarterly basis.][added: to the Board and its Audit and Finance Committee.]

Our CISO, who reports to the [removed: Executive Vice President –] Chief [removed: Digital and Information Officer and Chief Transformation] [added: Executive] Officer, leads our information security team and has [added: management] responsibility for overseeing FedEx’s cybersecurity [removed: program.][added: program, including assessing and managing material risks from cybersecurity threats.]

[removed: 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 FedEx [removed: Information] [added: Data and] Technology Risk Council [removed: (“ITRC”),] [added: (“DTRC”),] which is sponsored by the CISO, oversees the execution of FedEx’s comprehensive IT risk management program.

The [removed: ITRC,] [added: DTRC,] which receives quarterly reports on FedEx’s IT risk management, is responsible for assessing the overall risk framework on an annual basis, setting acceptable risk tolerance levels, approving risk prioritization and associated risk mitigation activities, and monitoring the changing risk landscape and posture.

[removed: Moreover, our Executive Vice President –] [added: Our CISO reports to the] Chief [removed: Digital and Information Officer] [added: Executive Officer,] and [removed: Chief Transformation Officer is a member of] the FedEx Executive [removed: Committee, which] [added: Committee] oversees our business risk, with cybersecurity threat risks being a regular topic of discussion.

Our cybersecurity incident response plan includes processes for communicating cybersecurity incidents to relevant levels of management, including the [removed: ITRC,] [added: DTRC,] Executive Committee, the CyTOC, and the full Board of Directors, as [removed: appropriate.][added: appropriate, and consideration of external reporting and disclosure requirements.]

\-34-

The CISO,

\-35-

\- 37 -

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

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.

ITEM 2. PROPERTIES

Federal Express Segment

Federal 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.

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

\- 38 -

*Aircraft and Vehicles*

As of June 7, 2024, Federal Express’s aircraft fleet consisted of the following:

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

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

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

| Boeing B777F | | | | 54 | | | | | | 3 | | | | | | 57 | | | | | | 233,300 | | |

| Boeing MD11 | | | | 36 | | | | | | 1 | | | | | | 37 | | | | | | 192,600 | | |

| Boeing 767F | | | | 138 | | | | | | — | | | | | 138(1) | | | | | | | 127,100 | | |

| Airbus A300-600 | | | | 63 | | | | | | 2 | | | | | | 65 | | | | | | 106,600 | | |

| Boeing 757-200 | | | | 92 | | | | | | — | | | | | | 92 | | | | | | 63,000 | | |

| ATR-72 600F | | | | 20 | | | | | | — | | | | | | 20 | | | | | | 19,290 | | |

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

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

| Cessna 408 | | | | 19 | | | | | | — | | | | | 19(2) | | | | | | | 6,000 | | |

| Cessna 208B | | | | 233 | | | | | | — | | | | | | 233 | | | | | | 2,830 | | |

| Total | | | | 692 | | | | | | 6 | | | | | | 698 | | | | | | | | |

(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.

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 Federal Express to modernize its aircraft fleet, improve its global network, and better align air network capacity to match current and anticipated shipment volumes.

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 regarding the retirements, and the “Federal Express Segment — Operations” section of “Item 1.

Business” for information regarding the ongoing redesign of the Federal Express international air network to improve efficiency and asset utilization.

As of June 7, 2024, Federal Express operated more than 87,000 motorized vehicles in its global network and also conducts certain linehaul and pickup-and-delivery operations primarily with more than 95,000 motorized vehicles owned or leased by independent service providers.

*Aircraft Purchase Commitments*

The following table is a summary of the number and type of aircraft we were committed to purchase as of June 7, 2024, with the year of expected delivery:

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

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

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

| 2025 | | | 17 | | | | 7 | | | | 11 | | | | 2 | | | | 37 | |

Federal Express Segment

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

*Aircraft and Vehicles*

As of May 31, 2025, Federal Express’s aircraft fleet consisted of the following:

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

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

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

| Boeing B777F | | | | | | 56 | | | | | | 3 | | | | | | 59(1) | | | | | | 233,300 | | |

| Boeing MD-11 | | | | | | 34 | | | | | | — | | | | | | 34 | | | | | | 192,600 | | |

| Boeing 767F | | | | | | 145 | | | | | | — | | | | | | 145(1) | | | | | | 127,100 | | |

| Airbus A300-600 | | | | | | 58 | | | | | | — | | | | | | 58 | | | | | | 106,600 | | |

| Boeing 757-200 | | | | | | 90 | | | | | | — | | | | | | 90 | | | | | | 63,000 | | |

| ATR-72 600F | | | | | | 24 | | | | | | — | | | | | | 24 | | | | | | 19,290 | | |

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

| ATR-42 | | | | | | 16 | | | | | | — | | | | | | 16 | | | | | | 12,070 | | |

| Cessna 408 | | | | | | 27 | | | | | | — | | | | | | 27 | | | | | | 6,000 | | |

| Cessna 208B | | | | | | 226 | | | | | | — | | | | | | 226 | | | | | | 2,830 | | |

| Total | | | | | | 695 | | | | | | 3 | | | | | | 698 | | | | | | | | |

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

In 2025, we made the decision to permanently retire from service 12 aircraft, including two Boeing 757-200 aircraft, seven Airbus A300-600 aircraft and three Boeing MD-11 aircraft, and eight related engines.

These retirements are aligned with our fleet reduction and modernization strategy as we continue to improve our global network efficiency and better align air network capacity with anticipated demand.

Additionally, we have extended the retirement of the entire Boeing MD-11 fleet from 2028 to the end of 2032.

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](#i12a19dcd46ed4b8e8247334873a4101c_46)” of this Annual Report for more information regarding the retirements, and the “Federal Express Segment — Operations” section of “[Item 1.

Business](#i12a19dcd46ed4b8e8247334873a4101c_13)” for information regarding the ongoing redesign of the Federal Express international air network to improve efficiency and asset utilization.

As of May 31, 2025, Federal Express operated approximately 78,000 motorized vehicles in its global network and also conducts certain linehaul and pickup-and-delivery operations primarily with approximately 95,000 motorized vehicles owned or leased by independent service providers.

\-36-

*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, 2025, with the year of expected delivery:

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

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

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

| 2026 | | | 19 | | | | | | 3 | | | | | | 7 | | | | | | — | | | | | | 29 | | |

| 2027 | | | 4 | | | | | | 3 | | | | | | — | | | | | | 5 | | | | | | 12 | | |

| 2028 | | | — | | | | | | 4 | | | | | | — | | | | | | 5 | | | | | | 9 | | |

| 2029 | | | — | | | | | | 4 | | | | | | — | | | | | | — | | | | | | 4 | | |

| 2030 | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | 2 | | |

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

| Total | | | 23 | | | | | | 16 | | | | | | 7 | | | | | | 10 | | | | | | 56 | | |

As of May 31, 2025, we had $590 million in deposits and progress payments on aircraft purchases and other planned aircraft-related transactions.

INFORMATION ABOUT [removed: OUR EXECUTIVE] [added: OUR EXECUTIVE] OFFICERS

Information regarding executive officers of FedEx as of July [removed: 15, 2024] [added: 21, 2025] is as follows:

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

| Rajesh Subramaniam President and Chief Executive Officer and Director | [removed: 58] | [added: | 59 | | |] President of FedEx since March 2019 and Chief Executive Officer of FedEx since June 2022; President and Chief Executive Officer of Federal Express since June 1, 2024; director of FedEx since January 2020; Chief Executive [removed: Officer—Elect] [added: 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 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 Federal Express from 2003 to 2006; Vice President — Marketing/APAC of Federal Express from 2000 to 2003; Vice President — APAC, EC & CS of Federal Express from 1999 to 2000; and various management and marketing analyst positions at Federal Express from 1991 to 1999. Mr. Subramaniam serves as a director of The Proctor & Gamble Company, a consumer products company. | [added: | |]

| Tracy B. Brightman Executive Vice President — Chief People Officer | [removed: 61] | [added: | 62 | | |] Executive Vice President — Chief People Officer of FedEx since June 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. | [added: | |]

| Brie A. Carere Executive Vice President — Chief Customer Officer | [removed: 46] | [added: | 47 | | |] 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. | [added: | |]

| John W. Dietrich Executive Vice President and Chief Financial Officer | [removed: 59] | [added: | 60 | | |] Executive Vice President and Chief Financial Officer of FedEx since August 1, 2023; Executive Vice President and Chief Financial [removed: Officer—Elect] [added: 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 global aerospace and defense aftermarket solutions company, and First Horizon Corporation, a financial services company. | [added: | |]

| [removed: Sriram Krishnasamy Executive Vice President —] [added: Richard W. Smith] Chief [removed: Digital and Information] [added: Operating] Officer [added: — International] and Chief [removed: Transformation] [added: Executive] Officer [added: — Airline, Federal Express] | [removed: 52] | [removed: Executive Vice President —] [added: | 47 | | |] Chief [removed: Digital] [added: Operating Officer — International] and [removed: Information] [added: Chief Executive] Officer [removed: effective July] [added: — Airline of Federal Express since June] 1, 2024; [removed: Executive Vice] President [removed: —] [added: and] Chief [removed: Digital] [added: Executive Officer — Airline] and [removed: Information Officer—Elect] [added: International] of [removed: FedEx] [added: Federal Express] from [removed: March 11, 2024] [added: April 16, 2023] to [removed: June 30,] [added: May 31,] 2024; [removed: Executive Vice] President [removed: —] [added: and] Chief [removed: Transformation] [added: Executive] Officer [removed: since August 2022;] [added: of Federal Express from September 2022 to April 2023;] President and Chief Executive [removed: Officer, FedEx Dataworks at FedEx Services] [added: Officer–Elect of Federal Express] from [removed: November 2021] [added: April 2022] to [removed: July] [added: August] 2022; [removed: Senior] [added: Regional President, The Americas and Executive] Vice [removed: President — Strategic Programs] [added: President, Global Support] of [removed: FedEx Services] [added: Federal Express] from [removed: February] 2020 to [removed: October 2021; Senior] [added: March 2022; Regional President, U.S. and Executive] Vice [removed: President —] [added: President,] Global [removed: Portfolio Marketing] [added: Support of Federal Express] from [removed: January] 2019 to [removed: January] 2020; [removed: Vice] President [removed: — Marketing] [added: and Chief Executive Officer] of [removed: Federal Express] [added: FedEx Logistics] from July 2017 to [removed: January] 2019; [removed: Managing Director — Strategic Marketing] [added: Senior Vice President, Global Trade and Specialty Services] of Federal Express from [removed: July 2015] [added: March 2017] to [removed: July] [added: June] 2017; [added: Vice President, Global Trade Services of Federal Express from 2014 to 2017; Managing Director, Life Sciences] and [added: Specialty Services/U.S./International of Federal Express from 2009 to 2014; and] various positions [removed: in marketing and finance] with [removed: Federal Express] [added: FedEx] from [removed: September 1997] [added: 2005] to [removed: June 2015.] [added: 2009.] | [added: | |]

| John A. Smith Chief Operating Officer — United States and Canada, Federal Express | [removed: 62] | [added: | 63 | | |] 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 Federal Express from April 16, 2023 to May 31, 2024; President and Chief Executive Officer of FedEx Ground from June 2021 to April 2023; President and Chief Executive [removed: Officer—Elect] [added: 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. [added: Mr. Smith has been selected to serve as President and Chief Executive Officer of the new publicly traded company to be created upon the separation of FedEx Freight.] | [added: | |]

[added: There are no] 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.

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

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| Gina F. Adams Executive Vice President, General Counsel and Secretary | | | 66 | | | Executive Vice President, General Counsel and Secretary of FedEx since September 24, 2024; Executive Vice President and General Counsel–Elect of FedEx from September 1, 2024 through September 23, 2024; Corporate Vice President, Government & Regulatory Affairs of FedEx from 2019 through August 2024; Corporate Vice President, Government Affairs of FedEx from 2001 to 2019; Staff Vice President, International Government Affairs of FedEx from 1999 to 2001; and various government and regulatory affairs positions with FedEx and Federal Express from 1992 to 1999. Prior to that, Ms. Adams worked in the Office of the General Counsel of the U.S. Department of Transportation for nine years. Ms. Adams serves as a director of Entergy Corporation, an integrated energy company. | | |

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\- 42 -

| | | |

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

| Frederick W. Smith Executive Chairman and Chairman of the Board | 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 Federal Express from April 1983 to January 1998; Chief Executive Officer of Federal Express from 1977 to January 1998; President of Federal Express from June 1971 to February 1975; and Chairman of Federal Express from 1975 to May 2022. |

| Mark R. Allen Executive Vice President, General Counsel and Secretary | 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 Federal Express from July 2010 to September 2017; Vice President, Legal — Europe, Middle East, Africa and Indian Subcontinent Region of Federal Express from October 2000 to July 2010; Vice President, Legal — Asia Pacific of Federal Express from 1996 to October 2000; and various legal positions with Federal Express from 1982 to 1996. 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. |

\- 43 -

| Richard W. Smith Chief Operating Officer — International and Chief Executive Officer — Airline, Federal Express | 46 | 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 Federal Express from April 16, 2023 to May 31, 2024; President and Chief Executive Officer of Federal Express from September 2022 to April 2023; President and Chief Executive Officer—Elect of Federal Express from April 2022 to August 2022; Regional President, The Americas and Executive Vice President, Global Support of Federal Express from 2020 to March 2022; Regional President, U.S. and Executive Vice President, Global Support of 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 Federal Express from March 2017 to June 2017; Vice President, Global Trade Services of Federal Express from 2014 to 2017; Managing Director, Life Sciences and Specialty Services/U.S./International of Federal Express from 2009 to 2014; and various positions with FedEx from 2005 to 2009. |

Richard W.

Smith is the son of Frederick W.

Smith.

There are no other

\- 44 -

FedEx’s common stock is listed on the New York Stock Exchange under the symbol “FDX.” As of July [removed: 11, 2024,] [added: 17, 2025,] there were [removed: 11,993] [added: 11,538] holders of record of our common stock.

The following table provides [added: additional] information on [removed: FedEx’s] [added: our] repurchases of our common stock during the fourth quarter of [removed: 2024:][added: 2025:]

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

| May 1-31, [removed: 2024] [added: 2025] | | | [added: | | |] — | | | | [added: | | $ |] — | | | | [added: |] — | | | | [added: | |] $ | [removed: 5,064] [added: 2,064] | |

In [removed: December 2021,] [added: March 2024,] our Board of Directors [removed: approved a stock] [added: authorized the] repurchase [removed: program] of up to [removed: $5] [added: $5.0] billion of FedEx common stock.

As of [removed: February 29, 2024, $564 million] [added: July 21, 2025, approximately $1.6 billion] remained available to be used for repurchases under the [removed: 2021] program.

No time limits were set for completion of the [removed: program, however the program] [added: program; however, we] may [removed: be suspended] [added: decide to suspend] or [removed: discontinued at any time.][added: discontinue the program.]

See [removed: “Item] [added: “[Item] 7.

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition”] [added: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”] and [removed: Note 1] [added: [Note 1](#i12a19dcd46ed4b8e8247334873a4101c_133)] of the consolidated financial statements included in [removed: “Item] [added: “[Item] 8.

Financial Statements and Supplementary [removed: Data”] [added: Data](#i12a19dcd46ed4b8e8247334873a4101c_118)”] of this Annual Report for additional information regarding our stock repurchases during [removed: 2024] [added: 2025] and [removed: planned] [added: expected] stock repurchases during [removed: 2025.][added: 2026.]

Unregistered Sales of Equity Securities

In February 2025, we acquired RouteSmart Technologies, Inc. (“RouteSmart”), a global leader in route planning and optimization solutions, and the consideration paid to certain former stockholders of RouteSmart consisted in part of 359,052 unregistered shares of our common stock valued at approximately $90 million as of the acquisition date.

In May 2025, in connection with pre-closing period financial statement adjustments, we issued another 1,510 unregistered shares of our common stock valued at less than $500,000 to the former RouteSmart stockholders pursuant to the terms of the acquisition agreement.

The foregoing transactions did not involve any underwriters or underwriting discounts or commissions.

The shares of our common stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, in a privately negotiated transaction not involving any public offerings or solicitations.

See [Note 4](#i12a19dcd46ed4b8e8247334873a4101c_1741) of the accompanying audited consolidated financial statements for additional information regarding the RouteSmart acquisition.

Issuer Purchases of Equity Securities

As part of this program, we repurchased 2.1 million shares for $500 million in the open market during the fourth quarter of 2025.

In fiscal 2026 we have completed $500 million of share repurchases through open market transactions through July 21, 2025 and expect to continue repurchasing additional shares of our common stock subject to market conditions, our liquidity needs, and other factors.

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

| Mar. 1-31, 2025 | | | | | | 1,775,000 | | | | | | $ | 242.43 | | | | | 1,775,000 | | | | | | $ | 2,134 | |

| Apr. 1-30, 2025 | | | | | | 287,186 | | | | | | $ | 242.78 | | | | | 287,186 | | | | | | $ | 2,064 | |

| Total | | | | | | 2,062,186 | | | | | | | | | | | | 2,062,186 | | | | | | $ | 2,064 | |

\-42-

Common Stock Performance Graph:

*The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.*

The following graph compares the cumulative total shareholder return on our common stock for the periods indicated with the Standard & Poor's ("S&P") 500 index and the Dow Jones Transportation Average index.


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

| | | | May 31, | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | 2025 | | |

| FedEx Corporation | | | $ | 100.00 | | $ | 244.20 | | $ | 176.29 | | $ | 175.00 | | $ | 208.06 | | $ | 182.43 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 140.25 | | $ | 139.83 | | $ | 143.91 | | $ | 184.48 | | $ | 209.42 | |

| Dow Jones Transportation Average Index | | | $ | 100.00 | | $ | 178.01 | | $ | 163.66 | | $ | 159.29 | | $ | 179.75 | | $ | 176.03 | |

(1)Assumes $100 invested in FedEx common stock and in each index on May 31, 2020 and that all dividends are reinvested.

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

| 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 | |

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

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.

As of July 15, 2024, approximately $4.1 billion remained available to be used for repurchases under the 2024 stock repurchase program.

\- 45 -

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

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of May 31, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of May 31, [removed: 2024,] [added: 2025,] 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.

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

We have audited FedEx Corporation’s internal control over financial reporting as of May 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, FedEx Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and our report dated July [removed: 15, 2024] [added: 21, 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of FedEx Corporation (the Company) as of May 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July [removed: 15, 2024] [added: 21, 2025] expressed an unqualified opinion thereon.

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

| *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: 2024,] [added: 2025,] the Company’s aggregated projected benefit obligation for U.S. pension plans was [removed: $26.3 billion and exceeded] [added: $26.0 billion, which was less than] the [removed: $25.8] [added: $26.6] billion fair value of U.S. pension plan assets, resulting in [removed: an unfunded U.S. pension obligation] [added: a funded status] of [removed: $0.5] [added: $0.6] billion. As explained in Note 1 and Note [removed: 13] [added: 14] to the consolidated financial statements, the Company’s projected benefit obligation for the U.S. pension plans is measured using actuarial techniques that reflect management’s assumptions for discount rate and 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 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 with cash flows that are designed to match expected benefit payments in future years. | [added: | |]

| *How We Addressed the Matter in Our Audit* | | [added: | | | |] 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 gains, and benefit 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. | [added: | |]

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

| *Description of the Matter* | | [added: | | | |] At May 31, [removed: 2024,] [added: 2025,] the Company’s self-insurance accruals reflected in the balance sheet were [removed: $5.6] [added: $5.9] billion. As explained in Note 1 to the consolidated financial statements, self-insurance accruals include costs associated with workers’ compensation claims, vehicle accidents, property and cargo loss, general business liabilities, and benefits paid under employee disability programs. These accrued liabilities are primarily based on the actuarially estimated cost of claims, including incurred-but-not-reported (IBNR) claims. Auditing the Company’s self-insurance accruals is complex due to the significant measurement uncertainty inherent to the estimate, the application of management judgment, and the use of various actuarial methods. In addition, the accruals are sensitive due to the volume of claims and the amount of time that can pass before the final cost is known. | [added: | |]

| *How We Addressed the Matter in Our Audit* | | [added: | | | |] 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 [removed: the significant assumptions used, results of calculations] [added: actuarial estimates] 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: | |]

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

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

| | | [added: | 2025 | | | | | |] 2024 | | | | [added: | |] 2023 | | |

| ASSETS | | | | | | | | | [added: | | |]

| CURRENT ASSETS | | | | | | | | | [added: | | |]

| Cash and cash equivalents | | [added: |] $ | [removed: 6,501] [added: 5,502] | | | [added: | |] $ | [removed: 6,856] [added: 6,501] | |

| Receivables, less allowances of [removed: $775] [added: $773] and [removed: $800] [added: $775] | | | [removed: 10,087] [added: 11,368] | | | | [removed: 10,188] | | [added: 10,087 | | |]

| Spare parts, supplies, and fuel, less allowances of [removed: $288] [added: $308] and [removed: $276] [added: $288] | | | [removed: 614] [added: 602] | | | | [removed: 604] | | [added: 614 | | |]

| Prepaid expenses and other | | | [removed: 1,005] [added: 914] | | | | [removed: 962] | | [added: 1,005 | | |]

| Total current assets | | | [removed: 18,207] [added: 18,386] | | | | [removed: 18,610] | | [added: 18,207 | | |]

| PROPERTY AND EQUIPMENT, AT COST | | | | | | | | | [added: | | |]

| Aircraft and related equipment | | | [removed: 30,525] [added: 31,584] | | | | [removed: 29,108] | | [added: 30,525 | | |]

| Package handling and ground support equipment | | | [removed: 17,880] [added: 18,878] | | | | [removed: 16,839] | | [added: 17,880 | | |]

| Information technology | | | [removed: 9,203] [added: 9,706] | | | | [removed: 8,792] | | [added: 9,203 | | |]

| Vehicles and trailers | | | [removed: 10,568] [added: 10,949] | | | | [removed: 10,191] | | [added: 10,568 | | |]

| Facilities and other | | | [removed: 16,215] [added: 16,505] | | | | [removed: 15,694] | | [added: 16,215 | | |]

| Total property and equipment, at cost | | | [removed: 84,391] [added: 87,622] | | | | [removed: 80,624] | | [added: 84,391 | | |]

| Less accumulated depreciation and amortization | | | [removed: 42,900] [added: 45,980] | | | | [removed: 39,926] | | [added: 42,900 | | |]

| Net property and equipment | | | [removed: 41,491] [added: 41,642] | | | | [removed: 40,698] | | [added: 41,491 | | |]

| OTHER LONG-TERM ASSETS | | | | | | | | | [added: | | |]

| Operating lease right-of-use assets, net | | | [removed: 17,115] [added: 16,453] | | | | [removed: 17,347] | | [added: 17,115 | | |]

| Goodwill | | | [removed: 6,423] [added: 6,603] | | | | [removed: 6,435] | | [added: 6,423 | | |]

| Other assets | | | [removed: 3,771] [added: 4,543] | | | | [removed: 4,053] | | [added: 3,771 | | |]

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| Treasury stock, at cost; 80 million shares as of May 31, 2025 and 72 million shares as of May 31, 2024 | | | | | | (16,288) | | | | | | (13,728) | | |

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

| NET INCOME | | | $ | 4,092 | | | | | $ | 4,331 | | | | | $ | 3,972 | |

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

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

| Net income | | | $ | 4,092 | | | | | $ | 4,331 | | | | | $ | 3,972 | |

| Goodwill and other asset impairment charges | | | 21 | | | | | | 157 | | | | | | 117 | | |

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

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

| Net income | | | — | | | | | | — | | | | | | 4,092 | | | | | | — | | | | | | — | | | | | | 4,092 | | |

| Purchases of common stock (10.9 million shares) | | | — | | | | | | (21) | | | | | | — | | | | | | — | | | | | | (2,999) | | | | | | (3,020) | | |

| Issuance of treasury stock for acquisition | | | — | | | | | | 42 | | | | | | — | | | | | | — | | | | | | 48 | | | | | | 90 | | |

| Balance at May 31, 2025 | | | $ | 32 | | | | | $ | 4,290 | | | | | $ | 41,402 | | | | | $ | (1,362) | | | | | $ | (16,288) | | | | | $ | 28,074 | |

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We evaluated our reporting units with significant recorded goodwill during the fourth quarter of 2024, and the estimated fair value of each reporting unit exceeded its carrying value as of the end of 2024 immediately before our one FedEx consolidation.

We reevaluated the conclusion of our 2024 goodwill impairment tests as of June 1, 2024 immediately after our one FedEx consolidation and concluded that the estimated fair values of our reporting units with significant goodwill continued to exceed their respective carrying values.

In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026.

In January 2025, the Board of Directors approved a change in FedEx's fiscal year end from May 31 to December 31.

The fiscal year change will be effective for the period beginning June 1, 2026.

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estimated costs at completion of the performance obligation.

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intervals (e.g., every 15 days, 30 days, 45 days, etc.) for shipments included on invoices received.

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July 15, 2024

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| | | |

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

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| | | | | | | | | |

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

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| Treasury stock, at cost | | | (13,728 | ) | | | (11,645 | ) |

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

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

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| Balance at May 31, 2021 | $ | 32 | | | $ | 3,481 | | | $ | 29,817 | | | $ | (732 | ) | | $ | (8,430 | ) | | $ | 24,168 | |

| Purchase of treasury stock (8.9 million shares) | | — | | | | (9 | ) | | | — | | | | — | | | | (2,239 | ) | | | (2,248 | ) |

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For these periods, these companies represented our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), constituted our reportable segments.

Our FedEx Services segment provided sales, marketing, information technology, communications, customer service, technical support, billing and collection services, and certain back-office functions that supported our operating segments during these periods.

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

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

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The remaining

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| | | | | |

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

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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 of no later than the end of the first quarter of 2025.

As of July 15, 2024, approximately $4.1 billion remained available for repurchases under the 2024 repurchase program.

The

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organizational redesign was implemented in phases with full legal implementation effective June 1, 2024.

One FedEx will help facilitate our DRIVE transformation program to improve long-term profitability.

We did not incur costs associated with our business optimization activities in 2022.

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: 2024] [added: 2025] (the end of the period covered by this Annual Report).

During our fiscal quarter ended May 31, [removed: 2024,] [added: 2025,] no change occurred in our internal control over financial [removed: reporting, including the new controls described above,] [added: reporting] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

We implemented new internal controls in conjunction with the migration.

Additional migrations to the cloud-based financial system will occur through 2025 and will result in further changes to our internal control over financial reporting.

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

During our fiscal quarter ended May 31, [removed: 2024,] [added: 2025,] 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.

*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 Report on Form 10-Q for the quarter ended November 30, 2024, is incorporated herein by reference.

*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.

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Information regarding members of the Board of Directors and certain other aspects of FedEx’s corporate governance (such as the procedures by which FedEx’s stockholders may recommend nominees to the Board of Directors, information about the Audit and Finance Committee, including its members and our “audit committee financial expert,” and information regarding FedEx’s policies and procedures regarding insider [removed: trading and the timing of awards of stock options in relation to the disclosure of material, non-public information)] [added: trading)] will be presented in FedEx’s definitive proxy statement for its [removed: 2024] [added: 2025] annual meeting of stockholders, which will be held on September [removed: 23, 2024,] [added: 29, 2025,] and is incorporated herein by reference.

Information regarding FedEx’s Code of Conduct is included above in [removed: “Item] [added: “[Item] 1.

[removed: Business”] [added: Business](#i12a19dcd46ed4b8e8247334873a4101c_13)”] of this Annual Report under the caption “Reputation and Responsibility — Governance.”

Information regarding director and executive compensation [added: (including FedEx’s policies and practices regarding 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: 2024] [added: 2025] annual meeting of stockholders, which will be held on September [removed: 23, 2024,] [added: 29, 2025,] and is incorporated herein by reference; provided that the information in the “Executive Compensation — Pay Versus Performance” section of the definitive proxy statement is not incorporated herein by reference.

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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: 2024] [added: 2025] annual meeting of stockholders, which will be held on September [removed: 23, 2024,] [added: 29, 2025,] 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: 2024] [added: 2025] annual meeting of stockholders, which will be held on September [removed: 23, 2024,] [added: 29, 2025,] and is incorporated herein by reference.

Information regarding the fees for services provided by Ernst & Young LLP during [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] 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: 2024] [added: 2025] annual meeting of stockholders, which will be held on September [removed: 23, 2024,] [added: 29, 2025,] and is incorporated herein by reference.

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FedEx’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated July [removed: 15, 2024] [added: 21, 2025] thereon, are presented in [removed: “Item] [added: “[Item] 8.

Financial Statements and Supplementary [removed: Data”] [added: Data](#i12a19dcd46ed4b8e8247334873a4101c_118)”] of this Annual Report.

FedEx’s “Schedule II — Valuation and Qualifying Accounts,” together with the report of Ernst & Young LLP dated July [removed: 15, 2024] [added: 21, 2025] thereon, is presented on pages [removed: 129] [added: [126](#i12a19dcd46ed4b8e8247334873a4101c_238)] through [removed: 130] [added: [127](#i12a19dcd46ed4b8e8247334873a4101c_241)] of this Annual Report.

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

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

| [removed: 3.1] [added: 3.2] | | [removed: [Third Amended] [added: | | | | [Amended] and Restated [removed: Certificate of Incorporation] [added: Bylaws] of FedEx. (Filed as Exhibit 3.1 to FedEx’s Current Report on Form 8-K dated [removed: September 26, 2011] and filed [removed: September 28, 2011,] [added: March 11, 2024,] and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095012311087358/c22694exv3w1.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000119312524064820/d766850dex31.htm)] | [added: | | | | |]

| [removed: 3.2] [added: 3.1] | | [removed: [Amended and Restated Bylaws] [added: | | | | [Restated Certificate] of [added: Incorporation of] FedEx. (Filed as Exhibit 3.1 to [removed: FedEx’s Current Report] [added: FedEx’s](https://www.sec.gov/Archives/edgar/data/1048911/000095017024138460/fdx-ex3_1.htm) [FY25 Second Qua](https://www.sec.gov/Archives/edgar/data/1048911/000095017024138460/fdx-ex3_1.htm)[rter](https://www.sec.gov/Archives/edgar/data/1048911/000095017024138460/fdx-ex3_1.htm) [Report] on [removed: Form 8-K dated and filed March 11, 2024,] [added: Form](https://www.sec.gov/Archives/edgar/data/1048911/000095017024138460/fdx-ex3_1.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/1048911/000095017024138460/fdx-ex3_1.htm)[,] and incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000119312524064820/d766850dex31.htm)] [added: reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000095017024138460/fdx-ex3_1.htm)] | [added: | | | | |]

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

| [removed: * 4.1] [added: *4.1] | | [added: | | | |] [Description of Capital Stock and Debt [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000095017024083577/fdx-ex4_1.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1048911/000104891125000011/fdx-exx41fy2025q4.htm)] | [added: | | | | |]

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

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

| 4.4 | | [added: | | | |] [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 reference.)](https://www.sec.gov/Archives/edgar/data/1048911/000110465912064348/a12-21100_1ex4d5.htm) | [added: | | | | |]

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

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

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

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