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Cover and table of contents


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 February 28, 2026


☐						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
0.450% Notes due 2029	FDX 29B	New York Stock Exchange
1.300% Notes due 2031	FDX 31	New York Stock Exchange
1.300% Notes due 2031	FDX 31B	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
0.950% Notes due 2033	FDX 33A	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 ☒

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 March 17, 2026
Common Stock, par value $0.10 per share						238,606,756

FEDEX CORPORATION

INDEX


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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets February 28, 2026 and May 31, 2025						3
Condensed Consolidated Statements of Income Three and Nine Months Ended February 28, 2026 and February 28, 2025						5
Condensed Consolidated Statements of Comprehensive Income Three and Nine Months Ended February 28, 2026 and February 28, 2025						6
Condensed Consolidated Statements of Cash Flows Nine Months Ended February 28, 2026 and February 28, 2025						7
Condensed Consolidated Statements of Changes In Common Stockholders’ Investment Three and Nine Months Ended February 28, 2026 and February 28, 2025						8
Notes to Condensed Consolidated Financial Statements						9
Report of Independent Registered Public Accounting Firm						24
ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition						25
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk						47
ITEM 4. Controls and Procedures						47

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings						47
ITEM 1A. Risk Factors						47
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds						48
ITEM 5. Other Information						48
ITEM 6. Exhibits						49
Signature						50

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FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)


	February 28, 2026 (unaudited)		May 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	8,008	$	5,502
Restricted cash	3,680		—
Receivables, less allowances of $932 and $773	11,807		11,368
Spare parts, supplies, and fuel, less allowances of $322 and $308	631		602
Prepaid expenses and other	1,351		914
Total current assets	25,477		18,386
PROPERTY AND EQUIPMENT, AT COST	90,106		87,622
Less accumulated depreciation and amortization	48,567		45,980
Net property and equipment	41,539		41,642
OTHER LONG-TERM ASSETS
Operating lease right-of-use assets, net	16,391		16,453
Goodwill	6,758		6,603
Other assets	4,568		4,543
Total other long-term assets	27,717		27,599
	$	94,733	$	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)


	February 28, 2026 (unaudited)		May 31, 2025
LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES
Current portion of long-term debt	$	2,422	$	1,428
Accrued salaries and employee benefits	3,079		2,731
Accounts payable	4,154		3,692
Operating lease liabilities	2,624		2,565
Accrued expenses	5,008		4,995
Total current liabilities	17,287		15,411
LONG-TERM DEBT, LESS CURRENT PORTION	22,831		19,151
OTHER LONG-TERM LIABILITIES
Deferred income taxes	3,841		4,205
Pension, postretirement healthcare, and other benefit obligations	1,682		1,698
Self-insurance accruals	4,320		4,033
Operating lease liabilities	14,145		14,272
Other liabilities	823		783
Total other long-term liabilities	24,811		24,991
COMMITMENTS AND CONTINGENCIES
COMMON STOCKHOLDERS’ INVESTMENT
Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of February 28, 2026 and May 31, 2025	32		32
Additional paid-in capital	4,614		4,290
Retained earnings	42,864		41,402
Accumulated other comprehensive loss	(1,220)		(1,362)
Treasury stock, at cost; 79 million shares as of February 28, 2026 and 80 million shares as of May 31, 2025	(16,486)		(16,288)
Total common stockholders’ investment	29,804		28,074
	$	94,733	$	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				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025

REVENUE	$	24,000	$	22,160	$	69,713	$	65,706
OPERATING EXPENSES:
Salaries and employee benefits	8,819		7,879		25,276		23,543
Purchased transportation	6,084		5,634		17,457		16,409
Rentals and landing fees	1,235		1,178		3,638		3,507
Depreciation and amortization	1,112		1,066		3,272		3,207
Fuel	856		889		2,618		2,911
Maintenance and repairs	771		783		2,503		2,443
Separation and other costs	202		5		460		5
Business optimization costs	65		179		162		633
Other	3,508		3,255		10,415		9,624
	22,652		20,868		65,801		62,282
OPERATING INCOME	1,348		1,292		3,912		3,424
OTHER (EXPENSE) INCOME:
Interest, net	(138)		(116)		(392)		(302)
Other retirement plans, net	59		50		178		149
Other, net	(6)		(45)		(12)		(53)
	(85)		(111)		(226)		(206)
INCOME BEFORE INCOME TAXES	1,263		1,181		3,686		3,218
PROVISION FOR INCOME TAXES	207		272		850		774
NET INCOME	$	1,056	$	909	$	2,836	$	2,444
EARNINGS PER COMMON SHARE:
Basic	$	4.46	$	3.79	$	12.01	$	10.09
Diluted	$	4.41	$	3.76	$	11.91	$	9.99
DIVIDENDS DECLARED PER COMMON SHARE	$	1.45	$	1.38	$	5.80	$	5.52

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				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
NET INCOME	$	1,056	$	909	$	2,836	$	2,444
OTHER COMPREHENSIVE LOSS:
Foreign currency translation adjustments, net of tax benefit of $8 and $6 in 2026 and $2 and $0 in 2025	196		17		148		(135)

Amortization of prior service credit, net of tax benefit of $0 and $2 in 2026 and $1 and $2 in 2025	(2)		(1)		(6)		(5)
	194		16		142		(140)
COMPREHENSIVE INCOME	$	1,250	$	925	$	2,978	$	2,304

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)


	Nine Months Ended
	February 28, 2026		February 28, 2025
Operating Activities:
Net income	$	2,836	$	2,444
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	3,272		3,207
Provision for uncollectible accounts	694		382
Other noncash items including leases and deferred income taxes	2,197		2,353
Stock-based compensation	136		116
Separation and other costs, net of payments	129		4
Business optimization costs, net of payments	(129)		114
Changes in assets and liabilities:
Receivables	(1,090)		(692)
Other assets	(241)		(68)
Accounts payable and other liabilities	(2,144)		(3,387)
Other, net	—		44
Cash provided by operating activities	5,660		4,517
Investing Activities:
Capital expenditures	(2,335)		(2,582)
Purchase of investments	(427)		(197)
Proceeds from sale of investments	254		77
Proceeds from asset dispositions and other investing activities, net	73		42
Cash used in investing activities	(2,435)		(2,660)
Financing Activities:
Proceeds from debt issuances	4,689		—
Principal payments on debt	(714)		(89)
Proceeds from stock issuances	774		472
Dividends paid	(1,028)		(1,008)
Purchases of common stock	(796)		(2,517)
Other	(49)		(30)
Cash provided by (used in) financing activities	2,876		(3,172)
Effect of exchange rate changes on cash	85		(51)
Net increase (decrease) in cash, cash equivalents, and restricted cash	6,186		(1,366)
Cash, cash equivalents, and restricted cash at beginning of period	5,502		6,501
Cash, cash equivalents, and restricted cash at end of period	$	11,688	$	5,135

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				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Common Stock
Beginning Balance	$	32	$	32	$	32	$	32
Ending Balance	32		32		32		32
Additional Paid-in Capital
Beginning Balance	4,366		4,165		4,290		3,988
Purchases of common stock	—		—		—		(21)
Issuance of treasury stock for acquisition	—		42		—		42
Employee incentive plans and other	248		38		324		236
Ending Balance	4,614		4,245		4,614		4,245
Retained Earnings
Beginning Balance	42,154		39,175		41,402		38,649
Net Income	1,056		909		2,836		2,444
Cash dividends declared ($1.45, $1.38, $5.80, and $5.52 per share)	(346)		(330)		(1,374)		(1,339)
Ending Balance	42,864		39,754		42,864		39,754
Accumulated Other Comprehensive Loss
Beginning Balance	(1,414)		(1,515)		(1,362)		(1,359)
Other comprehensive income (loss), net of tax benefit of $8, $3, $7, and $2	194		16		142		(140)
Ending Balance	(1,220)		(1,499)		(1,220)		(1,499)
Treasury Stock
Beginning Balance	(16,998)		(15,397)		(16,288)		(13,728)
Purchases of common stock (0.0, 1.8, 3.3, and 8.9 million shares)	—		(500)		(782)		(2,495)
Issuance of treasury stock for acquisition	—		48		—		48
Employee incentive plans and other (3.6, 0.2, 4.1, and 2.6 million shares)	512		25		584		351
Ending Balance	(16,486)		(15,824)		(16,486)		(15,824)
Total Common Stockholders’ Investment Balance	$	29,804	$	26,708	$	29,804	$	26,708

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.

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 February 28, 2026, and the results of our operations for the three- and nine-month periods ended February 28, 2026 and February 28, 2025, cash flows for the nine-month periods ended February 28, 2026 and February 28, 2025, and changes in common stockholders’ investment for the three- and nine-month periods ended February 28, 2026 and February 28, 2025. Operating results for the three- and nine-month periods ended February 28, 2026 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 $692 million and $673 million at February 28, 2026 and May 31, 2025, respectively. Contract assets net of deferred unearned revenue were $570 million and $526 million at February 28, 2026 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 $22 million and $23 million at February 28, 2026 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 February 28, 2026 and 2025. 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.

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STOCK-BASED COMPENSATION. We have four types of equity-based compensation: stock options, restricted stock, performance stock units, and, for outside directors, restricted stock units. The key terms of our equity-based compensation plans and financial disclosures about these programs are set forth in our Annual Report. Our stock-based compensation expense was $38 million for the three-month period ended February 28, 2026 and $136 million for the nine-month period ended February 28, 2026. Our stock-based compensation expense was $31 million for the three-month period ended February 28, 2025 and $116 million for the nine-month period ended February 28, 2025. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.

SEPARATION AND OTHER COSTS. Our separation and other costs relate to the FedEx Freight separation and fiscal year change. 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 1, 2026. 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.

FedEx Freight separation

We incurred costs related to the planned spin-off of FedEx Freight of $195 million ($147 million, net of tax, or $0.61 per diluted share) in the three-month period ended February 28, 2026 and $443 million ($351 million, net of tax, or $1.47 per diluted share) in the nine-month period ended February 28, 2026. These costs primarily consist of professional services and an employee incentive plan related to the planned spin-off. Separation costs of $194 million and $440 million for the three- and nine-month periods ended February 28, 2026, respectively, are included within the “Separation and other costs” caption, and separation costs of $1 million and $3 million for the three- and nine-month periods ended February 28, 2026, respectively, are included within the “Other, net” caption of the accompanying unaudited condensed consolidated statements of income. These costs are included in FedEx Freight; Corporate, other, and eliminations; and Federal Express. We incurred costs related to the planned spin-off of $23 million ($17 million, net of tax, or $0.07 per diluted share) in the three- and nine-month periods ended February 28, 2025. Professional fees of $5 million for the three- and nine-month periods ended February 28, 2025 are included within the “Separation and other costs” caption, and $18 million for the three- and nine-month periods ended February 28, 2025 related to a debt exchange offer and consent solicitation are included within the “Other, net” caption of the accompanying unaudited condensed consolidated statements of income. These costs are included in Corporate, other, and eliminations. Costs included in the “Separation and other costs” caption for the three- and nine-month periods ended February 28, 2025 were reclassified from the “Other” caption to conform to the current period presentation. This change had no impact on total operating income or net income. Additionally, “Separation and other costs, net of payments” of $4 million were reclassified from “Changes in assets and liabilities: Accounts payable and other liabilities” in the unaudited condensed consolidated statements of cash flows for the nine-month period ended February 28, 2025.

Fiscal year change

We incurred costs related to the fiscal year change of $8 million ($6 million, net of tax, or $0.02 per diluted share) in the three-month period ended February 28, 2026 and $20 million ($15 million, net of tax, or $0.06 per diluted share) in the nine-month period ended February 28, 2026. These costs were primarily related to professional services and are included in the “Separation and other costs” caption of the accompanying unaudited condensed consolidated statements of income. Costs associated with the fiscal year change are included in Federal Express and Corporate, other, and eliminations. We did not incur any costs related to the fiscal year change in the nine-month period ended February 28, 2025.

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, our international operational transformation programs, our DRIVE initiatives commenced in prior years, and the Europe workforce reduction plan announced in June 2024.

We incurred business optimization costs of $65 million ($49 million, net of tax, or $0.21 per diluted share) in the three-month period and $162 million ($126 million, net of tax, or $0.53 per diluted share) in the nine-month period ended February 28, 2026. These costs were primarily related to professional services and severance and are included in Corporate, other, and eliminations and Federal Express. We incurred business optimization costs of $179 million ($137 million, net of tax, or $0.56 per diluted share) in the three-month period ended February 28, 2025 and $633 million ($484 million, net of tax, or $1.98 per diluted share) in the nine-month period ended February 28, 2025. These costs were primarily related to severance and professional services and are included in Federal Express and Corporate, other, and eliminations.

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

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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 390 locations in the U.S. and Canada as of February 28, 2026. 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.

International operational transformation programs

In January 2026, FedEx initiated operational transformation programs in certain international locations designed to modernize, streamline, and optimize international domestic operations. These transformation programs may reduce approximately 5,000 operational employees, as well as changing working locations and schedules for up to 800 operational employees and is expected to occur over approximately 18 months, subject to required consultation processes in accordance with local regulations.

We expect the combined pre‑tax costs of severance benefits, legal and professional fees, and facilities‑related exit costs to range from $225 million to $325 million, substantially all of which are cash expenditures. These charges are expected to be incurred through calendar year 2028 and will be recorded as business optimization expenses. In the third quarter of 2026, we incurred $16 million of costs related to this program. The timing and amount of our business optimization expenses and the related cost savings associated with this operational transformation program are dependent on local country consultation processes and regulations and negotiation social plans may change as we revise and implement our plans.

Europe workforce reduction plan

As of February 28, 2026, our Europe workforce reduction plan to reduce structural costs is substantially complete. The plan was announced in June 2024 and occurred over an 18-month period in accordance with local country processes and regulations. The plan resulted in a pre-tax cost of approximately $250 million for severance benefits and legal and professional fees and has impacted approximately 1,400 employees across back-office and commercial functions as of February 28, 2026. Beginning in calendar year 2026, we expect annualized savings from the plan to be approximately $150 million.

We incurred costs related to the plan of $2 million for the three-month period ended February 28, 2026 and $11 million for the nine-month period ended February 28, 2026. We incurred costs related to this plan of $44 million for the three-month period ended February 28, 2025 and $220 million for the nine-month period ended February 28, 2025. These costs are classified as business optimization expenses.

RESTRICTED CASH. Net proceeds of $3.7 billion from the private offering of senior unsecured notes issued on February 5, 2026 by FedEx Freight Holding Company, Inc. (“FedEx Freight Holding”), a wholly owned subsidiary of FedEx, are being held in a segregated account. In connection with the consummation of the planned spin-off, FedEx Freight Holding will distribute to FedEx the aggregate amount of the net proceeds as part of the consideration for FedEx’s contribution of assets to FedEx Freight Holding in connection with the spin-off. The net proceeds were recorded as “Restricted cash” in the accompanying unaudited condensed consolidated balance sheets and are classified as current as of February 28, 2026 based on the expected timing of the completion of the spin-off. The following table reconciles cash, cash equivalents, and restricted cash reported in our unaudited condensed consolidated balance sheets to the total amount presented in the unaudited condensed consolidated statements of cash flows (in millions):


	Nine Months Ended
	February 28, 2026		February 28, 2025
Cash and cash equivalents	$	8,008	$	5,135
Restricted cash	3,680		—
Total cash, cash equivalents, and restricted cash	$	11,688	$	5,135

See Note 4 for more information about the FedEx Freight Holding senior unsecured notes and credit facilities.

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 February 28, 2026 and May 31, 2025, we had €843 million and €506 million, respectively, 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. For debt designated as net investment hedges, the gain or loss is reported in the “Accumulated other comprehensive loss” (“AOCL”) caption in the accompanying unaudited condensed consolidated balance sheets as part of the cumulative translation adjustment. For the three-month period ended February 28, 2026 and 2025, we recognized losses of $25 million

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and $1 million, respectively, and for the nine-month period ended February 28, 2026 and 2025, we recognized losses of $23 million and gains of $6 million, respectively. These results exclude any adjustments for the impact of deferred income taxes.

As of February 28, 2026, we had four cross-currency swaps outstanding, and the fair value of the swaps classified as assets and liabilities was $11 million and $126 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 the “Prepaid expenses and other” or “Other liabilities” captions in the accompanying unaudited condensed consolidated balance sheets. For foreign currency derivatives designated as net investment hedges, the gain or loss on the derivative is reported in the “Accumulated other comprehensive loss” caption in the accompanying unaudited condensed consolidated balance sheets as part of the cumulative translation adjustment. For the three-month periods ended February 28, 2026 and 2025, we recognized a loss of $31 million and a gain of $3 million, respectively, and for the nine-month periods ended February 28, 2026 and 2025, we recognized a loss of $20 million and a gain of $13 million, respectively. These results exclude any adjustments for the impact of deferred income taxes.

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.

Our cross-currency swaps contain an element of risk that counterparties may be unable to meet the terms of the agreements. We seek to minimize such risk exposures for these instruments by limiting the counterparties to banks and financial institutions that meet established credit guidelines. Our counterparties to the swaps all have an investment grade rating. To keep our exposure minimal, we monitor our counterparties’ credit worthiness on a regular basis, reviewing amongst others Standard & Poor’s rating and credit default swap spreads.

As of February 28, 2026 and May 31, 2025 we had not posted any collateral related to our cross-currency swaps. No amounts have been reclassified out of AOCL during 2026 and 2025. As of February 28, 2026 and May 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 the “Accounts payable” caption in the accompanying unaudited condensed consolidated balance sheets. We have been informed by the participating financial institutions that as of February 28, 2026 and May 31, 2025, suppliers have been approved to sell to them $114 million and $71 million, respectively, of our outstanding payment obligations. A rollforward of obligations confirmed and paid during the periods ended February 28, 2026 and 2025 is presented below (in millions):


	Nine Months Ended
	February 28, 2026		February 28, 2025
Confirmed obligations outstanding at beginning of period	$	71	$	94
Invoices confirmed during the period	563		457
Confirmed invoices paid during the period	(523)		(460)
Currency translation adjustments	3		(4)
Confirmed obligations outstanding at end of period	$	114	$	87

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.

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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 $551 million and $506 million at February 28, 2026 and May 31, 2025, respectively. Equity securities are recorded within the “Other assets” caption 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 income, while unrealized gains and losses, net of tax, are included in AOCL in the accompanying unaudited condensed consolidated balance sheets.

Debt securities totaled $211 million and $70 million at February 28, 2026 and May 31, 2025, respectively. Debt securities are recorded within the “Prepaid expenses and other” caption in the accompanying unaudited condensed consolidated balance sheets. This increase primarily reflects strategic purchases of corporate debt and U.S. Treasury securities to enhance returns on cash balances.

On February 9, 2026, InPost S.A. (“InPost”) and a consortium including FedEx announced a conditional agreement on an intended recommended all-cash public offer for all issued and outstanding shares of InPost at an offer price of €15.60 (cum dividend) per share (the “Offer”). Post-completion, the consortium will be structured with FedEx holding 37%. InPost will continue to operate as a standalone company. The Offer and the transactions contemplated thereby (the “Transactions”) are subject to certain customary closing conditions, including, among others, the receipt of regulatory approvals. Based upon the proposed Offer price, FedEx’s investment is valued at approximately $2.6 billion. FedEx intends to fund its portion of the Offer by utilizing available cash balances, existing or new liquidity sources, or a combination thereof. The Transaction is expected to be completed in the second half of 2026.

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 nine-month period ended February 28, 2026, 3.3 million shares were repurchased through open market transactions under this program at an average price of $233.07 per share for a total of $776 million. We did not repurchase common stock during the three-month period ended February 28, 2026.

During the three-month period ended February 28, 2025, 1.8 million shares were repurchased through open market transactions at an average price of $276.26 per share for a total of $497 million. During the nine-month period ended February 28, 2025, 8.9 million shares were repurchased through accelerated share repurchase (“ASR”) agreements and open market transactions at an average price of $281.74 per share for a total of $2.5 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 February 28, 2026, $1.3 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 February 13, 2026, our Board of Directors declared a quarterly cash dividend of $1.45 per share of common stock. The dividend will be paid on April 1, 2026, to stockholders of record as of the close of business on March 9, 2026*.* 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 December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting

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requirements. The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. We are assessing the effect of this update on our consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which introduces five targeted improvements to better align hedge accounting with entities’ risk management activities. The update will be effective for annual reporting periods beginning after December 15, 2026, and interim 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 July 2025, the FASB issued 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 will be effective for annual reporting periods beginning after December 15, 2025, and interim 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 monthly.

Changes in the allowance for credit losses during the periods ended February 28, 2026 and 2025 were as follows:


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Allowance, beginning of period	$	555	$	385	$	438	$	436
Current period provision for expected credit losses	225		132		694		382
Write-offs charged against allowance	(466)		(332)		(1,305)		(1,067)
Recoveries collected	267		230		754		664
Allowance, end of period	$	581	$	415	$	581	$	415

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 February 28, 2026 and 2025 (in millions; amounts in parentheses indicate debits to AOCL):


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Foreign currency translation loss:
Balance at beginning of period	$	(1,468)	$	(1,574)	$	(1,420)	$	(1,422)
Translation adjustments	196		17		148		(135)
Balance at end of period	(1,272)		(1,557)		(1,272)		(1,557)
Retirement plans adjustments:
Balance at beginning of period	54		59		58		63

Reclassifications from AOCL	(2)		(1)		(6)		(5)
Balance at end of period	52		58		52		58
AOCL at end of period	$	(1,220)	$	(1,499)	$	(1,220)	$	(1,499)

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NOTE 4: FINANCING ARRANGEMENTS

Long-term debt, including current maturities and exclusive of finance leases, had carrying values of $24.1 billion at February 28, 2026 and $19.9 billion at May 31, 2025, with estimated fair values of $22.7 billion at February 28, 2026 and $17.2 billion at May 31, 2025. The annualized weighted-average interest rate on long-term debt was 3.76% at February 28, 2026. 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.

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.

FEDEX CORPORATION.

Long-Term Debt

During the first quarter of 2026, 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 4.13% 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.

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”). Each of the Credit Agreements has a $125 million letter of credit sublimit. The Credit Agreements are available to finance our operations and other cash flow needs. As of February 28, 2026, 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.

During the second quarter of 2026, we amended the Credit Agreements with a syndicate of banks and other financial institutions to update certain provisions in anticipation of the planned spin-off of FedEx Freight and incorporate certain other customary changes. Among other changes, the amendments (i) will release FedEx Freight from its guarantees under the Credit Agreements upon consummation of the planned spin-off of FedEx Freight and (ii) extend the expiration of the Three-Year Credit Agreement from March 2027 to March 2028 and the expiration of the Five-Year Credit Agreement from March 2029 to March 2030.

The Credit Agreements contain a financial covenant requiring us to maintain a ratio of debt (excluding debt incurred by affiliates of FedEx Freight to finance distributions to FedEx and other transactions related to the planned spin-off of FedEx Freight and certain other customary items) to consolidated earnings (excluding noncash retirement plans mark-to-market adjustments; noncash pension service costs; noncash asset impairment charges; and, subject to certain limitations, business optimization and restructuring expenses, pro forma cost savings and synergies associated with an acquisition, and transaction costs, fees, and expenses and synergies and cost savings related to the planned spin-off of FedEx Freight) 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 February 28, 2026. Additional information on the financial covenant can be found in our Annual Report.

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.

FEDERAL EXPRESS.

Long-Term Debt

Federal Express has issued $970 million of Pass-Through Certificates, Series 2020-1AA (the “Certificates”) with a fixed interest rate of 1.88% due in February 2034 utilizing pass-through trusts. The Certificates are secured by 19 Boeing aircraft with a net book value of $1.5 billion at February 28, 2026. The payment obligations of Federal Express in respect of the Certificates are fully and unconditionally guaranteed by FedEx.

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FEDEX FREIGHT HOLDING.

Unsecured Notes

On February 5, 2026, FedEx Freight Holding issued $3.7 billion of senior unsecured debt in an unregistered offering, comprised of $1.0 billion of 4.30% fixed-rate notes due in March 2029, $1.0 billion of 4.65% fixed-rate notes due in March 2031, $700 million of 4.95% fixed-rate notes due in March 2033, and $1.0 billion of 5.25% fixed-rate notes due in March 2036 (together, the “FedEx Freight Notes”). FedEx Freight Holding has agreed to file with the SEC an exchange registration statement with respect to an exchange offer for the FedEx Freight Notes and the related guarantees or a shelf registration statement for the resale of the FedEx Freight Notes and the related guarantees.

Credit Facilities

On January 15, 2026, FedEx Freight Holding entered into (i) a five-year revolving credit facility in an aggregate committed amount of $1.2 billion (the “FedEx Freight Revolving Credit Facility”) and (ii) a three-year delayed draw term loan facility in the aggregate principal amount of $600 million (the “FedEx Freight Term Loan Facility” and together with the FedEx Freight Revolving Credit Facility, the “FedEx Freight Credit Agreements”). The availability of borrowings under the commitments in respect of the FedEx Freight Revolving Credit Facility is conditioned on the consummation of the spin-off of FedEx Freight and the funding of the term loan facility is conditioned on the good faith anticipation of the spin-off of FedEx Freight occurring within five business days after such funding.

FedEx Freight Holding will distribute the net proceeds of the FedEx Freight Notes and the FedEx Freight Term Loan Facility to FedEx as consideration for FedEx’s contribution of assets to FedEx Freight Holding in connection with the spin-off.

FedEx Freight Holding’s obligations under the FedEx Freight Notes and the FedEx Freight Credit Agreements are jointly and severally guaranteed by FedEx and FedEx Freight until the consummation of the spin-off, at which point FedEx will be automatically released from such respective guarantees.

See Note 1 for additional information about the related restricted cash and use of proceeds.

NOTE 5: COMPUTATION OF EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the periods ended February 28, 2026 and 2025 (in millions, except per share amounts):


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Basic earnings per common share:
Net earnings allocable to common shares(1)	$	1,054	$	908	$	2,831	$	2,441
Weighted-average common shares	236		240		236		242
Basic earnings per common share	$	4.46	$	3.79	$	12.01	$	10.09

Diluted earnings per common share:
Net earnings allocable to common shares(1)	$	1,054	$	908	$	2,831	$	2,441
Weighted-average common shares	236		240		236		242
Dilutive effect of share-based awards	3		2		2		2
Weighted-average diluted shares	239		242		238		244
Diluted earnings per common share	$	4.41	$	3.76	$	11.91	$	9.99

Anti-dilutive options excluded from diluted earnings per common share	1		4		5		4

(1)Net earnings available to participating securities were $2 million and $1 million for the three-month periods ended February 28, 2026 and 2025, respectively, and $5 million and $3 million for the nine-month periods ended February 28, 2026 and 2025, respectively

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.

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Our retirement plans costs for the periods ended February 28, 2026 and 2025 were as follows (in millions):


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Defined benefit pension plans	$	47	$	69	$	140	$	209
Defined contribution plans	327		278		945		853
Postretirement healthcare plans	22		22		67		65
	$	396	$	369	$	1,152	$	1,127

Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended February 28, 2026 and 2025 included the following components (in millions):


	Three Months Ended
	U.S. Pension Plans				International Pension Plans				Postretirement Healthcare Plans
	2026		2025		2026		2025		2026		2025
Service cost	$	112	$	125	$	10	$	9	$	6	$	6
Other retirement plans expense (income):
Interest cost	378		361		12		10		17		17
Expected return on plan assets	(457)		(430)		(6)		(4)		—		—
Amortization of prior service credit and other	(2)		(2)		—		—		(1)		(1)
	(81)		(71)		6		6		16		16
Net periodic benefit cost	$	31	$	54	$	16	$	15	$	22	$	22


	Nine Months Ended
	U.S. Pension Plans				International Pension Plans				Postretirement Healthcare Plans
	2026		2025		2026		2025		2026		2025
Service cost	$	335	$	374	$	30	$	29	$	20	$	19
Other retirement plans expense (income):
Interest cost	1,135		1,085		36		32		50		49
Expected return on plan assets	(1,371)		(1,290)		(19)		(16)		—		—
Amortization of prior service credit and other	(6)		(6)		—		1		(3)		(3)
	(242)		(211)		17		17		47		46
Net periodic benefit cost	$	93	$	163	$	47	$	46	$	67	$	65

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 $275 million to our U.S. Pension Plan during the nine-month period ended February 28, 2026.

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

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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 new digital revenue streams using proven FedEx intelligence to digitize supply chains and create new opportunities for 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.

The following table presents segment information for the periods ended February 28, 2026 and 2025 (in millions):


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Federal Express segment:
Revenue	$	21,154	$	19,181	$	60,703	$	56,327
Operating expenses:
Salaries and employee benefits	7,231		6,390		20,571		18,920
Purchased transportation	5,665		5,196		16,218		15,064
Rentals and landing fees	1,057		1,002		3,098		2,975
Depreciation and amortization	971		926		2,856		2,779
Fuel	751		777		2,290		2,566
Maintenance and repairs	670		672		2,180		2,106
Separation and other costs	37		—		60		—
Business optimization costs	67		92		95		341
Intercompany charges	(206)		(199)		(668)		(591)
Other	3,339		3,031		9,742		8,868
Total operating expenses	19,582		17,887		56,442		53,028
Operating income	$	1,572	$	1,294	$	4,261	$	3,299

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	Three Months Ended				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
FedEx Freight segment:
Revenue	$	1,991	$	2,089	$	6,387	$	6,595
Operating expenses:
Salaries and employee benefits	977		939		2,935		2,899
Purchased transportation	193		202		591		602
Rentals and landing fees	74		72		224		215
Depreciation and amortization	112		113		335		335
Fuel	104		112		327		344
Maintenance and repairs	73		85		243		255
Separation and other costs	126		—		287		—

Intercompany allocations	134		142		449		433
Other	190		163		538		500
Total operating expenses	1,983		1,828		5,929		5,583
Operating income	$	8	$	261	$	458	$	1,012

Reconciliation of segment revenue:
Total Federal Express and FedEx Freight revenue	$	23,145	$	21,270	$	67,090	$	62,922
Other revenue(1)	855		890		2,623		2,784
Total consolidated revenue	$	24,000	$	22,160	$	69,713	$	65,706

Reconciliation of segment operating income to income before income taxes:
Total Federal Express and FedEx Freight operating income	$	1,580	$	1,555	$	4,719	$	4,311
Other operating loss(1)	(232)		(263)		(807)		(887)
Operating income	1,348		1,292		3,912		3,424
Other (expense) income:
Interest, net	(138)		(116)		(392)		(302)
Other retirement plans, net	59		50		178		149
Other, net(2)	(6)		(45)		(12)		(53)
Total other (expense) income	(85)		(111)		(226)		(206)
Income before income taxes	$	1,263	$	1,181	$	3,686	$	3,218

(1)Revenue and operating loss from segments below the quantitative thresholds are attributable to operating segments contained within “Corporate, other, and eliminations.” These operating segments include FedEx Corporate, FedEx Office, FedEx Logistics, and FedEx Dataworks.

(2)Includes costs related to the planned spin-off of FedEx Freight of $1 million and $3 million for the three- and nine-month periods ended February 28, 2026, respectively, included in “Corporate, other, and eliminations.” Includes costs related to the planned spin-off of $18 million for the three- and nine-month periods ended February 28, 2025 included in “Corporate, other, and eliminations.”

The following table provides a reconciliation of segment assets to our unaudited condensed consolidated financial statement totals as of February 28, 2026 and May 31, 2025 (in millions):


	Federal Express Segment		FedEx Freight Segment		Corporate, other, and eliminations		Consolidated Total
Segment assets
February 28, 2026 (Unaudited)	$	74,570	$	17,425	$	2,738	$	94,733
May 31, 2025	74,154		12,899		574		87,627

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The following table provides a reconciliation of reportable segment capital expenditures to consolidated totals for the nine-month periods ended February 28, 2026 and 2025 (in millions):


	Federal Express Segment		FedEx Freight Segment		Corporate, other, and eliminations		Consolidated Total
Capital expenditures
February 28, 2026	$	1,990	$	284	$	61	$	2,335
February 28, 2025	2,145		359		78		2,582

The following table presents revenue by service type for the periods ended February 28, 2026 and 2025 (in millions):


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Revenue by service type
Federal Express segment:
Package:
U.S. priority	$	2,901	$	2,646	$	8,511	$	7,800
U.S. deferred	1,590		1,386		4,259		3,736
U.S. ground	9,860		8,986		27,687		25,298
Total U.S. domestic package revenue	14,351		13,018		40,457		36,834
International priority	2,361		2,097		7,002		6,534
International economy	1,488		1,465		4,353		4,413
Total international export package revenue	3,849		3,562		11,355		10,947
International domestic(1)	1,153		1,078		3,545		3,380
Total package revenue	19,353		17,658		55,357		51,161
Freight:
U.S.	297		286		904		1,238
International priority	627		551		1,839		1,717
International economy	538		470		1,648		1,462
Total freight revenue	1,462		1,307		4,391		4,417
Other	339		216		955		749
Total Federal Express segment	21,154		19,181		60,703		56,327
FedEx Freight segment	1,991		2,089		6,387		6,595
Other and eliminations(2)	855		890		2,623		2,784
	$	24,000	$	22,160	$	69,713	$	65,706

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

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

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The following table presents geographic revenue information for the periods ended February 28, 2026 and 2025 (in millions):


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Geographical information(1)
Revenue:
U.S.	$	17,445	$	16,123	$	50,140	$	46,992
International:
Federal Express segment	6,265		5,750		18,681		17,749
FedEx Freight segment	55		58		177		185
Other	235		229		715		780
Total international revenue	6,555		6,037		19,573		18,714
	$	24,000	$	22,160	$	69,713	$	65,706

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

The following table presents geographic noncurrent asset information as of February 28, 2026 and May 31, 2025 (in millions):


Geographical information(1)	February 28, 2026 (unaudited)		May 31, 2025
Noncurrent assets:
U.S.	$	56,470	$	57,040
International	12,786		12,201
	$	69,256	$	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 February 28, 2026, 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)	$	397	$	286	$	683
2027	1,187		928		2,115
2028	1,033		724		1,757
2029	445		606		1,051
2030	385		179		564
Thereafter	1,986		174		2,160
Total	$	5,433	$	2,897	$	8,330

(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.

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As of February 28, 2026, we had $387 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 February 28, 2026, with the year of expected delivery:


	Cessna SkyCourier 408	ATR 72-600F	B767F	B777F	Total
2026 (remainder)	4	2	2	—	8
2027	9	4	—	5	18
2028	2	4	—	5	11
2029	—	4	—	—	4
2030	—	2	—	—	2
Thereafter	—	—	—	—	—
Total	15	16	2	10	43

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 February 28, 2026 is as follows (in millions):


	Aircraft and Related Equipment		Facilities and Other		Total Operating Leases		Finance Leases		Total Leases
2026 (remainder)	$	30	$	612	$	642	$	45	$	687
2027	120		3,214		3,334		194		3,528
2028	119		2,754		2,873		296		3,169
2029	112		2,340		2,452		184		2,636
2030	103		1,973		2,076		167		2,243
Thereafter	399		8,466		8,865		664		9,529
Total lease payments	883		19,359		20,242		1,550		21,792
Less imputed interest	(147)		(3,326)		(3,473)		(372)		(3,845)
Present value of lease liability	$	736	$	16,033	$	16,769	$	1,178	$	17,947

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 February 28, 2026, 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 $1.3 billion that will commence when FedEx gains beneficial access to the leased asset. Commencement dates are expected to be from calendar years 2026 to 2027.

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.

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). On February 23, 2026, FedEx filed a lawsuit in the U.S. Court of International Trade against the U.S. Customs and Border Protection (“CBP”), the CBP commissioner, and the United States of America seeking a full refund of all IEEPA tariffs that FedEx has paid to the United States. Additionally, five class action lawsuits seeking refunds of IEEPA tariffs from FedEx were filed in U.S. district courts in South Carolina, Florida, New York, Tennessee, and Delaware. The financial impact of these events is uncertain, as it is unclear to what extent duties will be refunded by CBP, what processes will govern such refunds, or if we can fully collect related accounts receivable. We are evaluating the impact of these developments on our business and financial statements. No adjustments have been recorded in the accompanying unaudited condensed consolidated financial statements as we cannot reasonably estimate the financial impact; however, it is reasonably possible that it could be material.

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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 (received) for interest expense and income taxes for the periods ended February 28, 2026 and 2025 was as follows (in millions):


	Nine Months Ended
	2026		2025
Cash payments for:
Interest (net of capitalized interest)	$	631	$	582
Income taxes	$	1,559	$	1,223
Income tax refunds received	(50)		(26)
Cash tax payments, net	$	1,509	$	1,197

Noncash investing and financing activities for the periods ended February 28, 2026 and 2025 were as follows (in millions):


	Nine Months Ended
	2026		2025
Assets obtained in exchange for finance lease obligations	$	600	$	167
Shares of common stock issued from treasury stock for acquisition	$	—	$	90

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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 February 28, 2026, the related condensed consolidated statements of income, comprehensive income, and changes in common stockholders’ investment for the three- and nine-month periods ended February 28, 2026 and 2025, and the condensed consolidated statements of cash flows for the nine-month periods ended February 28, 2026 and 2025, 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

March 19, 2026

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