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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

(Mark One)


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED August 31, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO__________

Commission File Number: 1-15829



FedEx Corporation
(Exact name of registrant as specified in its charter)


Delaware			62-1721435
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

942 South Shady Grove Road, Memphis, Tennessee			38120
(Address of principal executive offices)			(ZIP Code)

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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	FDX	New York Stock Exchange
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
3.500% Notes due 2032	FDX 32	New York Stock Exchange
0.950% Notes due 2033	FDX 33	New York Stock Exchange
4.125% Notes due 2037	FDX 37	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☑			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Common Stock						Outstanding Shares at September 16, 2025
Common Stock, par value $0.10 per share						235,955,461

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FEDEX CORPORATION

INDEX


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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets August 31, 2025 and May 31, 2025						3
Condensed Consolidated Statements of Income Three Months Ended August 31, 2025 and August 31, 2024						5
Condensed Consolidated Statements of Comprehensive Income Three Months Ended August 31, 2025 and August 31, 2024						6
Condensed Consolidated Statements of Cash Flows Three Months Ended August 31, 2025 and August 31, 2024						7
Condensed Consolidated Statements of Changes In Common Stockholders’ Investment Three Months Ended August 31, 2025 and August 31, 2024						8
Notes to Condensed Consolidated Financial Statements						9
Report of Independent Registered Public Accounting Firm						21
ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition						22
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk						43
ITEM 4. Controls and Procedures						43

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings						43
ITEM 1A. Risk Factors						43
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds						44
ITEM 5. Other Information						44
ITEM 6. Exhibits						45
Signature						46

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FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)


	August 31, 2025 (unaudited)		May 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,166	$	5,502
Receivables, less allowances of $822 and $773	11,516		11,368
Spare parts, supplies, and fuel, less allowances of $315 and $308	604		602
Prepaid expenses and other	1,058		914
Total current assets	19,344		18,386
PROPERTY AND EQUIPMENT, AT COST	88,126		87,622
Less accumulated depreciation and amortization	46,742		45,980
Net property and equipment	41,384		41,642
OTHER LONG-TERM ASSETS
Operating lease right-of-use assets, net	16,368		16,453
Goodwill	6,672		6,603
Other assets	4,648		4,543
Total other long-term assets	27,688		27,599
	$	88,416	$	87,627

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)


	August 31, 2025 (unaudited)		May 31, 2025
LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES
Current portion of long-term debt	$	883	$	1,428
Accrued salaries and employee benefits	2,333		2,731
Accounts payable	4,223		3,692
Operating lease liabilities	2,591		2,565
Accrued expenses	5,494		4,995
Total current liabilities	15,524		15,411
LONG-TERM DEBT, LESS CURRENT PORTION	20,291		19,151
OTHER LONG-TERM LIABILITIES
Deferred income taxes	4,050		4,205
Pension, postretirement healthcare, and other benefit obligations	1,690		1,698
Self-insurance accruals	4,132		4,033
Operating lease liabilities	14,141		14,272
Other liabilities	817		783
Total other long-term liabilities	24,830		24,991
COMMITMENTS AND CONTINGENCIES
COMMON STOCKHOLDERS’ INVESTMENT
Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of August 31, 2025 and May 31, 2025	32		32
Additional paid-in capital	4,327		4,290
Retained earnings	41,538		41,402
Accumulated other comprehensive loss	(1,371)		(1,362)
Treasury stock, at cost; 82 million shares as of August 31, 2025 and 80 million shares as of May 31, 2025	(16,755)		(16,288)
Total common stockholders’ investment	27,771		28,074
	$	88,416	$	87,627

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


	Three Months Ended
	August 31, 2025		August 31, 2024

REVENUE	$	22,244	$	21,579
OPERATING EXPENSES:
Salaries and employee benefits	8,062		7,785
Purchased transportation	5,488		5,275
Rentals and landing fees	1,192		1,161
Depreciation and amortization	1,092		1,078
Fuel	873		1,075
Maintenance and repairs	843		829
Separation and other costs	45		—
Business optimization costs	67		128
Other	3,396		3,168
	21,058		20,499
OPERATING INCOME	1,186		1,080
OTHER (EXPENSE) INCOME:
Interest, net	(119)		(84)
Other retirement plans, net	60		49
Other, net	7		11
	(52)		(24)
INCOME BEFORE INCOME TAXES	1,134		1,056
PROVISION FOR INCOME TAXES	310		262
NET INCOME	$	824	$	794
EARNINGS PER COMMON SHARE:
Basic	$	3.48	$	3.24
Diluted	$	3.46	$	3.21
DIVIDENDS DECLARED PER COMMON SHARE	$	2.90	$	2.76

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(IN MILLIONS)


	Three Months Ended
		August 31, 2025		August 31, 2024
NET INCOME		$	824	$	794
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustments, net of tax benefit/(expense) of $4 in 2025 and ($4) in 2024		(7)		29

Amortization of prior service credit, net of tax benefit of $1 in 2025 and $1 in 2024		(2)		(2)
		(9)		27
COMPREHENSIVE INCOME		$	815	$	821

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN MILLIONS)


	Three Months Ended
	August 31, 2025		August 31, 2024
Operating Activities:
Net income	$	824	$	794
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	1,092		1,078
Provision for uncollectible accounts	219		129
Other noncash items including leases and deferred income taxes	718		817
Stock-based compensation	56		48
Separation and other costs, net of payments	27		—
Business optimization costs, net of payments	(110)		(69)
Changes in assets and liabilities:
Receivables	(336)		(305)
Other assets	(160)		(223)
Accounts payable and other liabilities	(571)		(1,105)
Other, net	(43)		23
Cash provided by operating activities	1,716		1,187
Investing Activities:
Capital expenditures	(623)		(767)
Purchase of investments	(34)		(61)
Proceeds from sale of investments	30		13
Proceeds from asset dispositions and other investing activities, net	8		13
Cash used in investing activities	(619)		(802)
Financing Activities:
Proceeds from debt issuances	997		—
Principal payments on debt	(625)		(34)
Proceeds from stock issuances	18		404
Dividends paid	(345)		(339)
Purchases of common stock	(500)		(1,000)
Other	(5)		—
Cash used in financing activities	(460)		(969)
Effect of exchange rate changes on cash	27		26
Net increase (decrease) in cash and cash equivalents	664		(558)
Cash and cash equivalents at beginning of period	5,502		6,501
Cash and cash equivalents at end of period	$	6,166	$	5,943

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS’ INVESTMENT

(UNAUDITED)

(IN MILLIONS, EXCEPT SHARE DATA)


	Three Months Ended
		August 31, 2025		August 31, 2024
Common Stock
Beginning Balance		$	32	$	32
Ending Balance		32		32
Additional Paid-in Capital
Beginning Balance		4,290		3,988
Purchases of common stock		—		(9)

Employee incentive plans and other		37		155
Ending Balance		4,327		4,134
Retained Earnings
Beginning Balance		41,402		38,649
Net Income		824		794
Cash dividends declared ($2.90 and $2.76 per share)		(688)		(676)
Ending Balance		41,538		38,767
Accumulated Other Comprehensive Loss
Beginning Balance		(1,362)		(1,359)
Other comprehensive (loss)/income, net of tax benefit/(expense) of $5 and ($3)		(9)		27
Ending Balance		(1,371)		(1,332)
Treasury Stock
Beginning Balance		(16,288)		(13,728)
Purchases of common stock (2.2 and 3.4 million shares)		(504)		(994)

Employee incentive plans and other (0.3 and 2.2 million shares)		37		297
Ending Balance		(16,755)		(14,425)
Total Common Stockholders’ Investment Balance		$	27,771	$	27,176

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FEDEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1: DESCRIPTION OF BUSINESS SEGMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS SEGMENTS. FedEx Corporation (“FedEx”) provides a broad portfolio of transportation, e-commerce, and business services, offering integrated business solutions utilizing our flexible, efficient, and intelligent global network. Our primary operating companies are Federal Express Corporation (“Federal Express”), the world’s largest express transportation company and a leading North American provider of small-package ground delivery services, and FedEx Freight, Inc. (“FedEx Freight”), a leading North American provider of less-than-truckload (“LTL”) freight transportation services.

Following our one FedEx consolidation, Federal Express operates a unified, fully integrated air-ground express network under the respected FedEx brand. FedEx Freight provides LTL freight transportation services as a separate subsidiary. Federal Express and FedEx Freight represent our major service lines and constitute our reportable segments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLIC**IES. These interim financial statements of FedEx have been prepared in accordance with accounting principles generally accepted in the United States and Securities and Exchange Commission (“SEC”) instructions for interim financial information, and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (“Annual Report”). Significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in our Annual Report.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) necessary to present fairly our financial position as of August 31, 2025, and the results of our operations, cash flows, and changes in common stockholders’ investment for the three-month periods ended August 31, 2025 and 2024. Operating results for the three-month period ended August 31, 2025 are not necessarily indicative of the results that may be expected for the year ending May 31, 2026. Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2026 or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year.

The identification of costs as business optimization and separation and other costs is subject to our disclosure controls and procedures.

CONTRACT ASSETS AND LIABILITIES. Contract assets include billed and unbilled amounts resulting from in-transit shipments, as we have an unconditional right to payment only once all performance obligations have been completed (e.g., packages have been delivered). Contract assets are generally classified as current, and the full balance is converted each quarter based on the short-term nature of the transactions. Our contract liabilities consist of advance payments and billings in excess of revenue. The full balance of deferred revenue is converted each quarter based on the short-term nature of the transactions.

Gross contract assets related to in-transit shipments totaled $645 million and $673 million at August 31, 2025 and May 31, 2025, respectively. Contract assets net of deferred unearned revenue were $536 million and $526 million at August 31, 2025 and May 31, 2025, respectively. Contract assets are included within “Receivables” in the accompanying unaudited condensed consolidated balance sheets. Contract liabilities related to advance payments from customers were $20 million and $23 million at August 31, 2025 and May 31, 2025, respectively. Contract liabilities are included within “Accrued expenses” in the accompanying unaudited condensed consolidated balance sheets.

DISAGGREGATION OF REVENUE. See Note 7 for disclosure of disaggregated revenue for the periods ended August 31, 2025 and 2024. This presentation is consistent with how we organize our segments internally for making operating decisions and measuring performance.

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. Our pilots, who are a small number of our total employees, are represented by the Air Line Pilots Association, International (“ALPA”) and are employed under a collective bargaining agreement that took effect on November 2, 2015. The agreement became amendable in November 2021. Bargaining for a successor agreement began in May 2021, and in November 2022 the National Mediation Board (“NMB”), which is the U.S. governmental agency that oversees labor agreements for entities covered by the Railway Labor Act of 1926, as amended, began actively mediating the negotiations. In July 2023, the pilots failed to ratify the tentative successor agreement that was approved by ALPA’s FedEx Master Executive Council the prior month. In April 2024, the NMB rejected ALPA’s request for a proffer of arbitration. Bargaining for a successor agreement continues. The conduct of mediated negotiations has no effect on our operations. Once a new agreement is ratified, we may amend our pension plan offered to the pilots, which would result in a remeasurement of our pension benefit obligation. A small number of our other employees are members of unions.

STOCK-BASED COMPENSATION. We have three types of equity-based compensation: stock options, restricted stock, and, for outside directors, restricted stock units. The key terms of our equity-based compensation plans and financial disclosures about these

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programs are set forth in our Annual Report. Our stock-based compensation expense was $56 million and $48 million for the three-month periods ended August 31, 2025 and August 31, 2024, respectively. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.

BUSINESS OPTIMIZATION COSTS. Our business optimization costs relate to transformation initiatives aimed to improve long-term profitability, drive efficiency within and between our transportation segments, lower our overhead and support costs, and transform our digital capabilities. Costs included in the “Business optimization costs” caption of the accompanying unaudited condensed consolidated statements of income relate to our Network 2.0 program, the Europe workforce reduction plan, and other DRIVE initiatives commenced in prior years.

We incurred business optimization costs of $67 million ($52 million, net of tax, or $0.22 per diluted share) in the three-month period ended August 31, 2025 and $128 million ($98 million, net of tax, or $0.39 per diluted share) in the three-month period ended August 31, 2024. These costs were primarily related to professional services and severance and are included in Corporate, other, and eliminations and Federal Express.

Network 2.0

Network 2.0 is our multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada. Through Network 2.0, we continue 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. We have implemented Network 2.0 optimization in approximately 360 locations in the U.S and Canada as of August 31, 2025. Service providers will handle the pickup and delivery of Federal Express packages in some locations while employee couriers will handle others. We completed Canada’s implementation of Network 2.0 in the fourth quarter of 2025 and expect to complete the U.S. implementation by the end of calendar 2027.

Europe workforce reduction plan

Our workforce reduction plan in Europe to reduce structural costs announced in June 2024 continues and is expected to impact approximately 1,400 employees across back-office and commercial functions. The execution of the plan is subject to a consultation process that is expected to occur over an 18-month period in accordance with local country processes and regulations. We expect savings from the plan to be approximately $150 million on an annualized basis beginning in calendar 2026.

We expect the pre-tax cost of the severance benefits and legal and professional fees to be provided under and related to the plan to be approximately $250 million. These charges are expected to be incurred through fiscal 2026 and will be classified as business optimization expenses. In the three-month period ended August 31, 2025, we incurred $3 million of costs related to this plan. The timing and amount of our business optimization expenses and the related cost savings from the workforce reduction plan may change as we revise and implement our plans.

SEPARATION AND OTHER COSTS.

FedEx Freight separation

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 will 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.

We incurred costs related to the planned spin-off of FedEx Freight of $43 million ($33 million, net of tax, or $0.14 per diluted share) in the three-month period ended August 31, 2025. These costs consist of $41 million primarily related to professional services included in the “Separation and other costs” caption of the accompanying unaudited condensed consolidated statements of income, and $2 million included in the “Other, net” caption of the accompanying unaudited condensed consolidated statements of income. These costs are included in Corporate, other, and eliminations; FedEx Freight; and Federal Express. We did not incur any FedEx Freight spin-off costs in the first quarter of 2025.

Fiscal year change

In January 2025, the Board of Directors approved a change in FedEx’s fiscal year end from May 31 to December 31. The planned fiscal year change is expected to be effective June 1, 2026. We incurred costs related to the fiscal year change of $4 million ($3 million, net of tax, or $0.01 per diluted share) in the three-month period ended August 31, 2025. These costs were primarily related to professional services included in the “Separation and other costs” caption of the accompanying unaudited condensed consolidated statements of income and are included in Federal Express. We did not incur any costs related to the fiscal year change in the first quarter of 2025.

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DERIVATIVE FINANCIAL INSTRUMENTS. We enter into derivative financial instruments to reduce the effects of volatility in foreign currency exchange exposure on operating results and cash flows. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of cash receipts and cash payments principally related to our investments. We use debt denominated in foreign currency and fixed-to-fixed cross-currency swaps to hedge our exposure to changes in foreign exchange rates on certain of our foreign investments.

As of August 31, 2025, we had €845 million of debt designated as a net investment hedge to reduce the volatility of the U.S. dollar value of a portion of our net investment in a euro-denominated consolidated subsidiary.

As of August 31, 2025, we had four cross-currency swaps outstanding, and the fair value of the swaps classified as assets and liabilities was $12 million and $119 million, respectively. As of May 31, 2025, the fair value of the swaps classified as assets and liabilities was $13 million and $108 million, respectively. We record all derivatives on the balance sheet at fair value within either “Prepaid expenses and other” or “Other liabilities” in the accompanying unaudited condensed consolidated balance sheets. For debt and foreign currency derivatives designated as net investment hedges, the gain or loss on the derivative is reported in “Accumulated other comprehensive loss” (“AOCL”) as part of the cumulative translation adjustment. The estimated fair values were determined using pricing models that rely on market-based inputs such as foreign currency exchange rates and yield curves and are classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the derivative financial instruments, either directly or indirectly.

As of August 31, 2025, our net investment hedges remain effective.

SUPPLIER FINANCE PROGRAM. We offer voluntary Supply Chain Finance (“SCF”) programs through financial institutions to certain of our suppliers. We agree to commercial terms with our suppliers, including prices, quantities, and payment terms, and they issue invoices to us based on the agreed-upon contractual terms. If our suppliers choose to participate in the SCF programs, they determine which invoices, if any, to sell to the financial institutions to receive an early discounted payment, while we settle the net payment amount with the financial institutions on the payment due dates. We guarantee these payments with the financial institutions.

Amounts due to our suppliers that participate in the SCF programs are included in “Accounts payable” in the accompanying unaudited condensed consolidated balance sheets. We have been informed by the participating financial institutions that as of August 31, 2025 and May 31, 2025, suppliers have been approved to sell to them $116 million and $71 million, respectively, of our outstanding payment obligations. A rollforward of obligations confirmed and paid during the three-month periods ended August 31 is presented below (in millions):


	2025		2024
Confirmed obligations outstanding at beginning of period	$	71	$	94
Invoices confirmed during the period	186		164
Confirmed invoices paid during the period	(143)		(185)
Currency translation adjustments	2		2
Confirmed obligations outstanding at end of period	$	116	$	75

INVESTMENTS IN EQUITY AND DEBT SECURITIES. Investments in equity securities with a readily determinable fair value are carried at fair value and are classified as Level 1 investments in the fair value hierarchy. Level 1 investments are valued at the closing price or last trade reported on the major market on which the individual securities are traded. For equity securities without readily determinable fair values that qualify for the net asset value (“NAV”) practical expedient, we have elected to apply the NAV practical expedient to estimate fair value. Changes in fair value are recognized in “Other (expense) income” in the accompanying unaudited condensed consolidated statements of income.

We apply the measurement alternative to all other investments in equity securities without a readily determinable fair value. Under the measurement alternative these equity securities are accounted for at cost, with adjustments for observable changes in prices and impairments recognized in “Other (expense) income” on our accompanying unaudited condensed consolidated statements of income.

We perform an assessment each reporting period to evaluate whether these equity securities are impaired. Our assessment includes a review of recent operating results and trends and other publicly available data. If an investment is impaired, we write it down to its estimated fair value.

Equity securities totaled $535 million and $506 million at August 31, 2025 and May 31, 2025, respectively. Equity securities are recorded within “Other assets” in the accompanying unaudited condensed consolidated balance sheets.

Debt securities, which are considered short-term investments, are classified as “available-for-sale” and are carried at fair value. Debt securities are Level 2 within the fair value hierarchy. Realized gains and losses on available-for-sale debt securities are included in net

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income, while unrealized gains and losses, net of tax, are included in AOCL in the accompanying unaudited condensed consolidated balance sheets.

Debt securities totaled $71 million and $70 million at August 31, 2025 and May 31, 2025, respectively. Debt securities are recorded within “Prepaid expenses and other” in the accompanying unaudited condensed consolidated balance sheets.

TREASURY SHARES. In March 2024, our Board of Directors authorized a stock repurchase program for repurchases of up to $5.0 billion of FedEx common stock. During the three-month period ended August 31, 2025, 2.2 million shares were repurchased through open market transactions under this program at an average price of $232.25 per share for a total of $500 million.

During the three-month period ended August 31, 2024, 3.4 million shares were repurchased under our previous Board-authorized 2021 and 2024 repurchase programs through accelerated share repurchase (“ASR”) agreements with two banks at an average price of $295.99 per share for a total of $1.0 billion. The final number of shares delivered upon settlement of the ASR agreements was determined based on a discount to the volume-weighted average price of our stock during the term of the transaction. The repurchased shares were accounted for as a reduction to common stockholders’ investment in the accompanying unaudited condensed consolidated balance sheet and resulted in a reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

As of August 31, 2025, $1.6 billion remained available to use for repurchases under our 2024 stock repurchase program. Shares may be repurchased from time to time in the open market or in privately negotiated transactions. The timing and volume of repurchases are at the discretion of management, based on the capital needs of the business, the market price of FedEx common stock, and general market conditions. No time limits were set for the completion of the program; however, we may decide to suspend or discontinue the program at any time.

DIVIDENDS DECLARED PER COMMON SHARE. On August 7, 2025, our Board of Directors declared a quarterly cash dividend of $1.45 per share of common stock. The dividend will be paid on October 1, 2025 to stockholders of record as of the close of business on September 8, 2025. On June 9, 2025, our Board of Directors declared a quarterly cash dividend of $1.45 per share of common stock. The dividend was paid on July 8, 2025 to stockholders of record as of the close of business on June 23, 2025*.* Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis. There are no material restrictions on our ability to declare dividends, nor are there any material restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans, or advances.

RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly affect our reported results and the comparability of our financial statements. We believe the following new accounting guidance is relevant to the readers of our financial statements.

New Accounting Standards and Accounting Standards Not Yet Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies the application of the current expected credit loss model for current accounts receivable and current contract assets under Accounting Standards Codification 606. The update is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are assessing the effect of this update on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective for our 2026 annual financial statements. The new requirements will primarily affect the annual financial statement disclosures, with enhanced detail regarding the amount of cash taxes paid and the reconciliation of our effective tax rate.

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories at interim and annual reporting periods. The update will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. We are assessing the effect of this update on our consolidated financial statements and related disclosures.

NOTE 2: CREDIT LOSSES

We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by conducting a credit review, which considers the customer’s established credit rating and our assessment of creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss rates based on historical write-offs by geography and recent forecast information, including underlying economic expectations. We update our estimate of credit loss reserves quarterly.

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Credit losses were $219 million for the three-month period ended August 31, 2025 and $129 million for the three-month period ended August 31, 2024. Our allowance for credit losses was $492 million at August 31, 2025 and $438 million at May 31, 2025.

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table provides changes in AOCL, net of tax, reported in our unaudited condensed consolidated financial statements for the periods ended August 31, 2025 and August 31, 2024 (in millions; amounts in parentheses indicate debits to AOCL):


	Three Months Ended
		2025		2024
Foreign currency translation loss:
Balance at beginning of period		$	(1,420)	$	(1,422)
Translation adjustments		(7)		29
Balance at end of period		(1,427)		(1,393)
Retirement plans adjustments:
Balance at beginning of period		58		63

Reclassifications from AOCL		(2)		(2)
Balance at end of period		56		61
AOCL at end of period		$	(1,371)	$	(1,332)

NOTE 4: FINANCING ARRANGEMENTS

We have a shelf registration statement filed with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock and allows pass-through trusts formed by Federal Express to sell, in one or more future offerings, pass-through certificates.

Long-Term Debt

On July 30, 2025, we issued €850 million of senior unsecured debt under our current shelf registration statement, comprised of €500 million of 3.50% fixed-rate notes due in July 2032 and €350 million of 4.125% fixed-rate notes due in July 2037. We used a portion of the net proceeds to repay the €500 million aggregate principal amount outstanding of our 0.45% notes due at maturity in August 2025. The remaining net proceeds may be used for general corporate purposes.

Long-term debt, including current maturities and exclusive of finance leases, had carrying values of $20.4 billion at August 31, 2025 and $19.9 billion at May 31, 2025, with estimated fair values of $18.2 billion at August 31, 2025 and $17.2 billion at May 31, 2025. The annualized weighted-average interest rate on long-term debt was 3.6% at August 31, 2025. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy.

Federal Express has issued $970 million of Pass-Through Certificates, Series 2020-1AA (the “Certificates”) with a fixed interest rate of 1.875% due in February 2034 utilizing pass-through trusts. The Certificates are secured by 19 Boeing aircraft with a net book value of $1.6 billion at August 31, 2025. The payment obligations of Federal Express in respect of the Certificates are fully and unconditionally guaranteed by FedEx.

Credit Agreements

We have a $1.75 billion three-year credit agreement (the “Three-Year Credit Agreement”) and a $1.75 billion five-year credit agreement (the “Five-Year Credit Agreement” and together with the Three-Year Credit Agreement, the “Credit Agreements”). The Three-Year Credit Agreement and the Five-Year Credit Agreement expire in March 2027 and March 2029, respectively, and each has a $125 million letter of credit sublimit. The Credit Agreements are available to finance our operations and other cash flow needs. As of August 31, 2025, no amounts were outstanding under the Credit Agreements, no commercial paper was outstanding, and we had $250 million of the letter of credit sublimit unused under the Credit Agreements. Our commercial paper program is backed by unused commitments under the Credit Agreements, and borrowings under the program reduce the amount available under the Credit Agreements.

The Credit Agreements contain a financial covenant requiring us to maintain a ratio of debt to consolidated earnings (excluding noncash retirement plans mark-to-market adjustments, noncash pension service costs, noncash asset impairment charges, business optimization and restructuring expenses, and pro forma cost savings and synergies associated with an acquisition) before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) of not more than 3.5 to 1.0, calculated as of the last day of each fiscal quarter on a rolling four-quarters basis. The ratio of our debt to adjusted EBITDA was 1.9 at August 31, 2025. Additional information on the financial covenant can be found in our Annual Report.

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The financial covenant discussed above is the only significant restrictive covenant in the Credit Agreements. The Credit Agreements contain other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the financial covenant and all other covenants in the Credit Agreements and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. If we failed to comply with the financial covenant or any other covenants in the Credit Agreements, our access to financing could become limited.

NOTE 5: COMPUTATION OF EARNINGS PER SHARE

The calculation of basic and diluted earnings per common share for the three-month periods ended August 31 was as follows (in millions, except per share amounts):



	2025		2024
Basic earnings per common share:
Net earnings allocable to common shares(1)	$	823	$	793
Weighted-average common shares	236		244
Basic earnings per common share	$	3.48	$	3.24

Diluted earnings per common share:
Net earnings allocable to common shares(1)	$	823	$	793
Weighted-average common shares	236		244
Dilutive effect of share-based awards	2		3
Weighted-average diluted shares	238		247
Diluted earnings per common share	$	3.46	$	3.21

Anti-dilutive options excluded from diluted earnings per common share	7.1		4.3

(1)Net earnings available to participating securities were $1 million for both of the three-month periods ended August 31, 2025 and 2024.

NOTE 6: RETIREMENT PLANS

We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans, and postretirement healthcare plans. Key terms of our retirement plans are provided in our Annual Report.

Our retirement plans costs for the three-month periods ended August 31 were as follows (in millions):



	2025		2024
Defined benefit pension plans	$	47	$	70
Defined contribution plans	306		287
Postretirement healthcare plans	22		22
	$	375	$	379

Net periodic benefit cost of the pension and postretirement healthcare plans for the three-month periods ended August 31 included the following components (in millions):



	U.S. Pension Plans				International Pension Plans				Postretirement Healthcare Plans
	2025		2024		2025		2024		2025		2024
Service cost	$	112	$	125	$	10	$	9	$	7	$	7
Other retirement plans expense (income):
Interest cost	378		361		13		12		16		16
Expected return on plan assets	(457)		(430)		(7)		(5)		—		—
Amortization of prior service credit and other	(2)		(2)		—		—		(1)		(1)
	(81)		(71)		6		7		15		15
Net periodic benefit cost	$	31	$	54	$	16	$	16	$	22	$	22

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For 2026, no pension contributions are required for our tax-qualified U.S. domestic pension plan (“U.S. Pension Plan”) as it is fully funded under the Employee Retirement Income Security Act. We made voluntary contributions of $200 million to our U.S. Pension Plan during the three-month period ended August 31, 2025.

NOTE 7: BUSINESS SEGMENTS AND DISAGGREGATED REVENUE

Federal Express and FedEx Freight represent our major service lines and constitute our reportable segments. Our reportable segments include the following businesses:


Federal Express Segment			Federal Express (express transportation, small-package ground delivery, and freight transportation)

FedEx Freight Segment			FedEx Freight (LTL freight transportation) FedEx Custom Critical, Inc. (time-critical transportation)

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

Our Chief Executive Officer is our chief operating decision maker (“CODM”). The CODM is responsible for the company’s operating strategy, growth, and profitability and reviews financial information for our two reportable segments. The CODM uses operating income as the primary measure of segment performance because it reflects the underlying business performance and provides the CODM with a basis for making resource allocation decisions. Operating income is defined as income before other income (expense), interest expense and income tax expense. Our CODM also utilizes operating income in the annual budget and monthly forecasting processes and considers forecast-to-actual variances on a monthly basis, when making resource allocation decisions. Our CODM regularly reviews significant expense details, which include salaries and employee benefits, purchased transportation, rentals and landing fees, depreciation and amortization, fuel, maintenance and repairs, separation and other costs, business optimization costs, and other operating expenses. These expense categories are included within operating expenses in the accompanying unaudited condensed consolidated statements of income and are used by the CODM in assessing performance and allocating resources.

The Federal Express segment operates combined sales, marketing, administrative, and information-technology functions in shared service operations for U.S. customers of our major business units and certain back-office support to FedEx Freight and our other operating segments which allows us to obtain synergies from the combination of these functions. We allocate the net operating costs of these services to reflect the full cost of operating our businesses in the results of those segments. We review and evaluate the performance of FedEx Freight and our other operating segments based on operating income inclusive of these allocations.

Operating expenses for our FedEx Freight segment include allocations of these services from the Federal Express segment. These allocations also include charges and credits for administrative services provided between operating companies. The allocations of net operating costs are based on metrics such as relative revenue or estimated services provided. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.

Corporate, Other, and Eliminations

Corporate and other includes corporate headquarters costs for executive officers and certain legal and finance functions, certain other costs and credits not attributed to our core business, and certain costs associated with developing integrated business solutions through our FedEx Dataworks, Inc. (“FedEx Dataworks”) operating segment. FedEx Dataworks is focused on creating solutions to transform the digital and physical experiences of our customers and team members.

Also included in Corporate and other is the FedEx Office and Print Services, Inc. (“FedEx Office”) operating segment, which provides an array of document and business services and retail access to our customers for our package transportation businesses, and the FedEx Logistics, Inc. (“FedEx Logistics”) operating segment, which provides integrated supply chain management solutions, specialty transportation, customs brokerage, and global ocean and air freight forwarding.

The results of Corporate, other, and eliminations are not allocated to the other business segments.

Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment in order to optimize our resources. Billings for such services are based on negotiated rates and are reflected as revenue of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenue and expenses are eliminated in our consolidated results and are not separately identified in the following segment information because the amounts are not material.

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The following table presents segment information for the three-month period end August 31, 2025 (in millions):


	Federal Express Segment		FedEx Freight Segment		Corporate, other, and eliminations		Consolidated Total
Revenue	$	19,116	$	2,257	$	871	$	22,244
Operating expenses:
Salaries and employee benefits	6,516		975		571		8,062
Purchased transportation	5,073		201		214		5,488
Rentals and landing fees	1,013		74		105		1,192
Depreciation and amortization	954		110		28		1,092
Fuel	760		113		—		873
Maintenance and repairs	737		81		25		843
Separation and other costs	5		9		31		45
Business optimization costs	21		—		46		67
Intercompany allocations (charges)	(233)		162		71		—
Other	3,132		172		92		3,396
Total operating expenses	17,978		1,897		1,183		21,058
Operating income	$	1,138	$	360	$	(312)	1,186
Other (expense) income:
Interest, net							(119)
Other retirement plans, net							60
Other, net(1)							7
Total other (expense) income							(52)
Income before income taxes							1,134
Provision for income taxes							310
Net income							$	824

(1)Includes costs related to the planned spin-off of FedEx Freight of $2 million included in “Corporate, other, and eliminations.”

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The following table presents segment information for the three-month period ended August 31, 2024 (in millions):


	Federal Express Segment		FedEx Freight Segment		Corporate, other, and eliminations		Consolidated Total
Revenue	$	18,305	$	2,329	$	945	$	21,579
Operating expenses:
Salaries and employee benefits	6,201		984		600		7,785
Purchased transportation	4,801		203		271		5,275
Rentals and landing fees	986		71		104		1,161
Depreciation and amortization	935		110		33		1,078
Fuel	954		121		—		1,075
Maintenance and repairs	719		82		28		829
Business optimization costs	43		—		85		128
Intercompany allocations (charges)	(187)		148		39		—
Other	2,900		171		97		3,168
Total operating expenses	17,352		1,890		1,257		20,499
Operating income	$	953	$	439	$	(312)	1,080
Other (expense) income:
Interest, net							(84)
Other retirement plans, net							49
Other, net							11
Total other (expense) income							(24)
Income before income taxes							1,056
Provision for income taxes							262
Net income							$	794

The following table provides a reconciliation of segment assets to our unaudited condensed consolidated financial statement totals as of the periods presented (in millions):


	Federal Express Segment		FedEx Freight Segment		Corporate, other, and eliminations		Consolidated Total
Segment assets
August 31, 2025 (Unaudited)	$	75,045	$	13,274	$	97	$	88,416
May 31, 2025	74,154		12,899		574		87,627

The following table provides a reconciliation of reportable segment capital expenditures to consolidated totals for the three-month periods ended August 31, 2025 and 2024 (in millions).


	Federal Express Segment		FedEx Freight Segment		Corporate, other, and eliminations		Consolidated Total
August 31, 2025	$	568	$	32	$	23	$	623
August 31, 2024	703		35		29		767

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The following table presents revenue by service type for the three months ended August 31, 2025 and 2024 (in millions):


	Three Months Ended
	August 31, 2025		August 31, 2024
REVENUE BY SERVICE TYPE
Federal Express segment:
Package:
U.S. priority	$	2,767	$	2,591
U.S. deferred	1,273		1,151
U.S. ground	8,654		8,056
Total U.S. domestic package revenue	12,694		11,798
International priority	2,258		2,206
International economy	1,354		1,360
Total international export package revenue	3,612		3,566
International domestic(1)	1,135		1,112
Total package revenue	17,441		16,476
Freight:
U.S.	303		569
International priority	595		526
International economy	528		463
Total freight revenue	1,426		1,558
Other	249		271
Total Federal Express Segment	19,116		18,305
FedEx Freight Segment	2,257		2,329
Other and eliminations(2)	871		945
	$	22,244	$	21,579

(1)International domestic revenue relates to our intra-country operations.

(2)Includes the FedEx Logistics, FedEx Office, and FedEx Dataworks operating segments.

The following table presents geographic revenue information for the three months ended August 31, 2025 and 2024 (in millions):


	August 31, 2025		August 31, 2024
GEOGRAPHICAL INFORMATION(1)
Revenue:
U.S.	$	15,975	$	15,496
International:
Federal Express segment	5,967		5,737
FedEx Freight segment	62		65
Other	240		281
Total international revenue	6,269		6,083
	$	22,244	$	21,579

(1)International revenue includes shipments that either originate in or are destined to locations outside the United States, which could include U.S. payors.

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The following table presents geographic noncurrent asset information as of August 31, 2025 and May 31, 2025 (in millions):


GEOGRAPHICAL INFORMATION(1)	August 31, 2025 (unaudited)		May 31, 2025
Noncurrent assets:
U.S.	$	56,703	$	57,040
International	12,369		12,201
	$	69,072	$	69,241

(1)Noncurrent assets include property and equipment, operating lease right-of-use assets, goodwill, and other long-term assets. Our flight equipment is registered in the U.S. and is included as U.S. assets; however, many of our aircraft operate internationally.

NOTE 8: COMMITMENTS

As of August 31, 2025, our purchase commitments under various contracts for the remainder of 2026 and annually thereafter were as follows (in millions):


	Aircraft and Aircraft Related		Other(1)		Total
2026 (remainder)	$	808	$	626	$	1,434
2027	1,119		712		1,831
2028	993		545		1,538
2029	413		461		874
2030	205		35		240
Thereafter	1,073		90		1,163
Total	$	4,611	$	2,469	$	7,080

(1) Primarily information technology and advertising contracts.

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.

As of August 31, 2025, we had $528 million in deposits and progress payments on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the “Other assets” caption of the accompanying unaudited condensed consolidated balance sheets. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of August 31, 2025, with the year of expected delivery:


	Cessna SkyCourier 408	ATR 72-600F	B767F	B777F	Total
2026 (remainder)	15	3	6	—	24
2027	4	4	—	5	13
2028	—	4	—	5	9
2029	—	4	—	—	4
2030	—	2	—	—	2
Thereafter	—	—	—	—	—
Total	19	17	6	10	52

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A summary of future minimum lease payments under noncancelable operating and finance leases with an initial or remaining term in excess of one year as of August 31, 2025 is as follows (in millions):


	Aircraft and Related Equipment		Facilities and Other		Total Operating Leases		Finance Leases		Total Leases
2026 (remainder)	$	95	$	2,237	$	2,332	$	85	$	2,417
2027	124		2,917		3,041		116		3,157
2028	124		2,539		2,663		115		2,778
2029	117		2,143		2,260		112		2,372
2030	47		1,795		1,842		95		1,937
Thereafter	91		7,995		8,086		619		8,705
Total lease payments	598		19,626		20,224		1,142		21,366
Less imputed interest	(62)		(3,430)		(3,492)		(347)		(3,839)
Present value of lease liability	$	536	$	16,196	$	16,732	$	795	$	17,527

While certain of our lease agreements contain covenants governing the use of the leased assets or require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.

As of August 31, 2025, FedEx has entered into additional leases which have not yet commenced and are therefore not part of the right-of-use asset and liability. These leases are generally for build-to-suit facilities and have undiscounted future payments of approximately $1 billion that will commence when FedEx gains beneficial access to the leased asset. Commencement dates are expected to be from calendar years 2025 to 2026.

NOTE 9: CONTINGENCIES

Litigation Matters. FedEx and its subsidiaries are subject to various legal proceedings and claims, including lawsuits alleging that Federal Express should be treated as the employer or joint employer of drivers employed by service providers engaged by Federal Express, lawsuits containing various class-action allegations of wage-and-hour violations in which plaintiffs claim, among other things, that they were forced to work “off the clock,” were not paid overtime, or were not provided work breaks or other benefits, and lawsuits alleging that FedEx and its subsidiaries are responsible for third-party losses related to vehicle accidents that could exceed our insurance coverage for such losses. In the opinion of management, the aggregate liability, if any, with respect to these actions will not have a material adverse effect on our financial position, results of operations, or cash flows.

Environmental Matters. SEC regulations require us to disclose certain information about proceedings arising under federal, state, or local environmental provisions involving a governmental authority as a party if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, FedEx uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to be disclosed for this period.

NOTE 10: SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest expense and income taxes for the three-month periods ended August 31 was as follows (in millions):


	2025		2024
Cash payments for:
Interest (net of capitalized interest)	$	195	$	158
Income taxes	$	112	$	75
Income tax refunds received	(27)		(12)
Cash tax payments/(refunds), net	$	85	$	63

Noncash investing and financing activities for the three-month periods ended August 31 was as follows (in millions):


						2025						2024
Assets obtained in exchange for finance lease obligations						$	120					$	—

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

FedEx Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of FedEx Corporation (the Company) as of August 31, 2025, the related condensed consolidated statements of income, comprehensive income, changes in common stockholders’ investment, and cash flows for the three-month periods ended August 31, 2025 and 2024, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of May 31, 2025, the related consolidated statements of income, comprehensive income, changes in common stockholders’ investment, and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated July 21, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ Ernst & Young LLP

Memphis, Tennessee

September 18, 2025

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Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION