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FDXFedEx

Industrials · Air Freight & Delivery · NYSE

FedEx Corporation (“FedEx”) was incorporated in Delaware on October 2, 1997 to serve as the parent holding company and provide strategic direction to the FedEx portfolio of companies. 10-K, Item 1

FDX quote by TradingView
Employees
12,000
Headquarters
Memphis, TN
CEO
Rajesh Subramaniam
Next results
around Dec 17, 2026
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14 paragraphs in Risk Factors of the 10-K filed Jul 20, 2026 with nothing like them in the 10-K filed Jul 21, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 81 Industrials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

Moreover, given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including international taxes, government-to-government relations, the typically more volatile economies of emerging markets, and geopolitical risks such as the ongoing conflicts between Russia and Ukraine, the United States and Iran, and other

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•managing the closure and consolidation of certain buildings and the movement of certain positions, functions, or work to different locations or to third party vendors;

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Although we do not believe the cyber incidents and other systems disruptions that we and our third-party service providers have experienced to date have had a material effect on our business, there is no guarantee that a future cybersecurity threat or incident will be detected and remediated to not materially and adversely affect our business strategy, reputation, results of operations, or financial condition. While we believe we devote significant resources to network security, disaster recovery, employee training and other measures to secure our information technology systems and prevent unauthorized access to or loss of data, there are no guarantees that they will be adequate to safeguard against all cyber incidents, systems disruptions, system compromises or misuses of data.

We are increasingly utilizing AI within our operations. The development and deployment of AI technologies involve significant risks and uncertainties, and our ability to successfully implement and use AI technologies depends on a variety of factors, including the reliability, accuracy, security, and effectiveness of the technologies; the availability of qualified personnel and technical infrastructure; the performance of third-party vendors and service providers; evolving regulatory requirements and industry standards; and customer and market acceptance. AI technologies are rapidly evolving and may produce inaccurate, flawed, or unintended outputs or outcomes. Our use of AI may also increase risks related to cybersecurity, data privacy, intellectual property, confidentiality, regulatory compliance, and reputational harm. In addition, evolving laws, regulations, and governmental guidance relating to AI may require us to incur additional compliance costs, change our business practices, or limit our ability to develop or use AI technologies. Our competitors may also adopt AI technologies more quickly or more effectively than we do. Further, our investments in AI technologies may not improve our services, operations, efficiency, or profitability to the extent anticipated and may divert resources from other strategic initiatives. Any failure to successfully develop, implement, manage, or use AI technologies in a timely, compliant, and responsible manner could adversely affect our business, reputation, results of operations, or financial condition.

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We may not be able to achieve our calendar 2029 financial performance targets. On February 12, 2026, we announced a comprehensive multi-year financial framework with financial performance targets for 2029. Our ability to achieve these goals is dependent on a number of factors, including the other risk factors described in this Annual Report. We may fail to achieve our long-term financial performance targets if we are unsuccessful in implementing our strategies, our estimates or assumptions change, or for any other reason. Our inability to achieve these targets could materially and adversely affect our results of operations and financial condition, and the price of our common stock may be negatively affected.

Similar paragraph at 1 of 81 other Industrials companies: FDXF
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In connection with the Spin-Off, we and FedEx Freight entered into various agreements that provide for the performance of certain services by each company for the benefit of the other, including a separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, an intellectual property cross-license agreement, a trademark license agreement, stockholder and registration rights agreement, and an indemnification agreement. The separation and distribution agreement provides for cross-indemnities between us and FedEx Freight for liabilities allocated to the respective party pursuant to the terms of such agreement. If FedEx Freight or its successor entities are unable to satisfy their obligations under these agreements, we could incur operational difficulties or losses. In addition, the terms of the Spin-Off include licenses and other arrangements to provide for certain ongoing use of intellectual property in the operations of both businesses. For example, both us and FedEx Freight retain the ability to make ongoing use of certain brands and other intellectual property. As a result of this continuing shared use of brands and other intellectual property, there is a risk that conduct or events materially and adversely affecting the reputation of FedEx Freight could also materially and adversely affect our reputation.

Similar paragraph at 1 of 81 other Industrials companies: MMM

In addition, we retained an equity interest in FedEx Freight in connection with the Spin-Off. We cannot predict the trading price of shares of FedEx Freight’s common stock and the market value of the FedEx Freight shares is subject to market volatility and other factors outside of our control. As previously disclosed, we will divest our ownership interest in FedEx Freight within twenty-four months from the Spin-Off, but there can be no assurance regarding the timing of, or timeframe over which, such divestiture or divestitures may occur, or the amount of proceeds to be received by us in connection with any such divestitures within the twenty-four month timeframe.

Similar paragraph at 1 of 81 other Industrials companies: MMM

The Spin-Off could result in substantial tax liability to us and our stockholders. We received an opinion of counsel and a private letter ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the qualification of the Spin-Off and certain related transactions as a transaction that is generally tax-free to us and our stockholders for U.S. federal income tax purposes. While the private letter ruling is generally binding on the IRS to the extent the factual representations and assumptions on which it is based are true and accurate, the opinion of our counsel is not binding on the IRS or the courts. There can be no assurance that the IRS or a court

will not take a contrary position with respect to the conclusions reached in the tax opinion. If the IRS ultimately determines that the Spin-Off is taxable, then the Spin-Off could be treated as a taxable dividend or capital gain to our stockholders for U.S. federal income tax purposes, and we could incur significant U.S. tax liabilities. In connection with the Spin-Off, we entered into a tax matters agreement with FedEx Freight, pursuant to which FedEx Freight agreed to not enter into transactions that could cause the Spin-Off or any related transactions to be taxable to us and to indemnify us for any tax liability resulting from any such transaction. However, there can be no assurance that FedEx Freight would have the resources or liquidity required to indemnify us for any such tax liability.

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We may not achieve the expected strategic or financial benefits relating to our InPost investment. We, as a member of a consortium, have entered into a conditional agreement on a recommended all-cash public offer for all issued and outstanding shares of InPost S.A. (“InPost”), which offer is subject to regulatory approvals and other conditions. Following the completion of the offer, the consortium will be structured with us holding 37%, and thereafter we and InPost intend to enter into arm’s length commercial agreements.

Because InPost would continue to operate as a standalone company and we would not control this entity and must rely on the actions of other investors and the management of the entity, we may not be able to influence key strategic or operational decisions. In addition, delays in obtaining required regulatory approvals or completing the related commercial arrangements (or failure to obtain such approvals or complete such arrangements) could materially and adversely affect the timing or value of the investment.

Even if the regulatory approvals are obtained, other conditions are met, and our commercial arrangements with InPost are finalized, there can be no assurance that our investment and the commercial agreements will achieve the strategic or financial benefits we currently expect.

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unionized, we may be subject to actual or threatened strikes, work interruptions or stoppages, which could materially and adversely affect our business, financial condition, cash flows, and results of operations.

Similar paragraph at 15 of 81 other Industrials companies: ADP, BA, BR, CPRT, CTAS, ETN, FIX, GEV and 7 more
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In connection with the Spin-Off, we experienced and continue to experience changes in personnel and management that may involve organizational disruption and uncertainty. These changes have the potential to disrupt our business. If we fail to manage these changes successfully, we could experience significant delays or difficulty in the achievement of our strategic objectives and our business, financial condition and results of operations could be materially and adversely harmed.

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New in the latest 10-Q

78 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Mar 19, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

10-Q

Four Months Ended September 30, 2026 September 30, 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Operating activities: Net income $ 5,331 $ 1,137 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 1,290 1,450 Provision for uncollectible accounts 271 277 Other noncash items 963 1,036 Gain on short-term investment (3,254) — Gain from early extinguishment of debt (627) — Retirement plans mark-to-market adjustments (141) — Changes in assets and liabilities: Receivables 29 (449) Other assets (536) (575) Accounts payable and other liabilities (793) (352) Other, net (37) (36) Cash provided by operating activities 2,496 2,488 Investing activities: Purchase of equity method investment (2,501) — Capital expenditures (1,035) (815) Purchase of investments (192) (73) Proceeds from sale of investments 155 42 Proceeds from asset dispositions and other investing activities, net 20 12 Cash used in investing activities (3,553) (834) Financing activities: Proceeds from debt issuances 3,909 997 Principal payments on debt (5,748) (631) Proceeds from stock issuances 169 24 Dividends paid (292) (345) Purchases of common stock (2,000) (776) Distribution attributable to the Spin-Off (251) — Other, net (27) (6) Cash used in financing activities (4,240) (737) Effect of exchange rate changes on cash (53) 43 Net increase (decrease) in cash and cash equivalents (5,350) 960 Cash and cash equivalents from continuing operations, beginning of period 13,060 5,393 Cash and cash equivalents from discontinued operations, beginning of period 251 109 Cash and cash equivalents at beginning of period 13,311 5,502 Cash and cash equivalents at end of period $ 7,961 $ 6,462

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(1) The statement of cash flows has not been recast to reflect discontinued operations for any periods presented. Supplemental disclosure of operating and investing cash flows from discontinued operations is included in Note 2.

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RECLASSIFICATIONS. Certain prior year amounts are reclassified to conform to the current year presentation.

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SPIN-OFF. On May 13, 2026, the FedEx Board of Directors declared a pro rata dividend of 80.1 % of the outstanding shares of common stock of FedEx Freight Holding Company, Inc. (“FedEx Freight”) to FedEx’s stockholders of record as of the close of business on May 15, 2026 (the “Record Date”) to achieve the separation (the “Spin-Off”). The pro rata distribution of shares was completed on June 1, 2026. FedEx Freight includes FedEx Freight, Inc., FedEx’s less-than-truckload freight transportation services business, FedEx Custom Critical, Inc., LTL Select, and other operations that historically represented our FedEx Freight reporting segment. The Spin-Off resulted in a $ 464 million increase to retained earnings, which is reflected in the condensed consolidated statements of changes in common stockholders’ investment. Results of operations and the financial position for FedEx Freight are reported as discontinued operations for all periods presented. The statement of cash flows has not been recast to reflect discontinued operations for any periods presented. Supplemental disclosure of operating and investing cash flows from discontinued operations is included in Note 2. Unless otherwise noted, information in these notes to the unaudited condensed consolidated financial statements relates to continuing operations. See Note 2 for additional information.

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Effective following the Spin-Off, FedEx realigned certain of its business units as reflected in Note 9, which impacted the composition of its reportable segments. This resulted in the identification of two new reportable segments: Express U.S. Domestic and Express International. We performed goodwill impairment tests of our reporting units immediately prior to the Spin-Off and of our new reporting units as of June 1, 2026. Neither of these tests indicated goodwill impairment. We have recast historical periods to reflect this change in segment presentation, including the reallocation of goodwill on a relative fair value basis.

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FISCAL YEAR END CHANGE. On June 1, 2026, FedEx changed its fiscal year end from May 31 to December 31. Accordingly, historical financial information presented herein has been recast to reflect the new fiscal calendar, with the comparative prior periods conforming to the current presentation. To facilitate the transition to the new fiscal reporting cycle, supplemental unaudited condensed consolidated statements of income for the one-month transition periods ended June 30, 2026 and June 30, 2025 are presented in Note 13.

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SUPPLY CHAIN HELD FOR SALE. On July 1, 2026, FedEx announced that it would sell its FedEx Supply Chain business (“Supply Chain”) to CMA CGM Group as part of a strategic portfolio streamlining effort. The table below summarizes the assets and liabilities of Supply Chain that were classified as held for sale and where amounts are included within the accompanying unaudited condensed consolidated balance sheets (in millions):

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2026 Current assets (Prepaid expenses and other) $ 375 Noncurrent assets (Goodwill and other assets) 292 Current liabilities (Accrued and other liabilities) 222 Noncurrent liabilities (Other liabilities) 181

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IEEPA TARIFF REFUND PROGRAM. On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). On April 20, 2026, FedEx began filing refund claims through the U.S. Customs and Border Protection’s (“CBP’s”) Consolidated Administration and Processing of Entries (“CAPE”) system. FedEx recognizes amounts receivable associated with these claims when cash is received or when realization is otherwise considered probable and estimable. To the extent customers have previously paid amounts associated with these tariffs, FedEx remits corresponding refunds as soon as practicable. We recognize a liability when cash is received, which is relieved when the refund is paid. Certain amounts associated with these tariffs were not collected from customers and were previously written off as credit losses. Recoveries of such amounts are recognized in the period cash is received or when realization is reasonably assured which is generally when cash is received and are recorded as reductions of bad debt expense.

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We continue to submit additional refund claims, pursuant to the CBP process, and expect to receive additional refunds as these claims are processed by CBP. The ultimate amount and timing of refunds remain uncertain due to ongoing administrative processes and potential legal developments. As of September 30, 2026 and May 31, 2026, we have submitted claims totaling $ 4.6 billion and $ 3.3 billion, respectively, and we have received cash refunds of approximately $ 3.3 billion and $ 800 million, respectively. We also have recorded $ 2.7 billion and $ 749 million as of September 30, 2026 and May 31, 2026, respectively, representing estimated customer refund obligations for cash refunds received.

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Equity Method Investment: Investments in companies which we do not control but over which we exercise significant influence are accounted for under the equity method. We record the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee. The investment is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Our equity method investment is included in “Equity method investment” in the accompanying unaudited condensed consolidated balance sheets.

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non-operating, net” or “Gain (loss) on short-term investment” in the accompanying unaudited condensed consolidated statements of income.

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EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots at Federal Express, who are a small number of its total employees, are represented by the Air Line Pilots Association, International (“ALPA”) and are employed under a newly ratified collective bargaining agreement (“CBA”) that took effect on June 29, 2026, which is scheduled to become amendable in December 2030. The agreement included new work rule changes, pay rate increases, and pension plan modifications, including an initial pay rate increase of 40 %. The agreement included a provision for a one-time payment of $ 625 million associated with the pay rate increase, which was paid in the quarter ended September 30, 2026. See Note 6 for further information regarding the pension plan modifications.

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RESTRUCTURING AND EXIT COSTS. We periodically undertake restructuring, business realignment, and exit activities designed to improve operating efficiency, reduce costs, or optimize our business portfolio. Such activities may include workforce reductions, facility consolidations, contract termination costs, and actions associated with the disposal or exit of certain businesses or operations. All restructuring and exit costs are included within “Other, net” in the accompanying unaudited condensed consolidated statements of income. Liabilities associated with these activities are recognized when incurred and adjusted as facts and circumstances change. We continue to execute restructuring and exit programs initiated in prior periods. The table below summarizes the changes to amounts accrued associated with restructuring and exit costs during the four-month periods ended September 30, 2026 and 2025 (in millions):

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The following table presents the components of accrued and other liabilities included in current liabilities in the accompanying unaudited condensed consolidated balance sheets (in millions):

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Our effective tax rate was 31.6 % and 5.4 % for the three- and four-month periods ended September 30, 2026, respectively, compared to 29.4 % and 28.6 % for the corresponding prior-year periods. The increase in the three-month rate was primarily driven by a $ 1.2 billion non-deductible loss recognized on our 19.9 % ownership interest in FedEx Freight, which was partially offset by a $ 263 million deferred tax benefit related to FedEx Supply Chain assets held for sale. Conversely, the significant decrease in our four-month rate to 5.4 % was primarily driven by the recognition of a $ 3.3 billion non-taxable gain associated with our FedEx Freight ownership interest.

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Net Investment Hedges: 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. Cross-currency swaps involve the receipt of functional-currency-fixed rate amounts from a counterparty in exchange for us making foreign-currency-fixed rate payments over the life of the agreement. Cross-currency swaps also involve final exchanges of the functional-currency principal amounts for the foreign-currency principal amounts between us and the counterparty.

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For debt and foreign currency derivatives designated as net investment hedges, the gain or loss on the derivative is reported in AOCL as part of the cumulative translation adjustment. Amounts are reclassified out of AOCL into earnings when the hedged net investment is either sold or substantially liquidated.

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Other Hedges: The following foreign currency derivatives used to hedge our net investments in foreign operations were outstanding as of September 30, 2026 and May 31, 2026 (notional amounts in millions):

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SUPPLIER FINANCE PROGRAM. We maintain voluntary Supply Chain Finance (“SCF”) programs that allow participating suppliers to obtain early payment from financial institutions. As of September 30, 2026 and May 31, 2026, there were $ 92 million and $ 109 million, respectively, of outstanding obligations confirmed as valid under these programs. Such obligations, when outstanding, are presented in “Accounts and notes payable”.

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On May 13, 2026, the FedEx Board of Directors declared a pro rata dividend of 80.1 % of the outstanding shares of common stock of FedEx Freight to FedEx’s stockholders of record as of the close of business on the Record Date to effect the Spin-Off. On June 1, 2026, FedEx stockholders received one share of FedEx Freight common stock for every two shares of FedEx common stock held as of the Record Date. As further discussed in Note 4, FedEx retained a 19.9 % ownership interest in FedEx Freight common stock.

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The Spin-Off was structured as a tax-free transaction for U.S. federal income tax purposes. In connection with the Spin-Off, we entered into various agreements with FedEx Freight to effect the separation and provide a framework for our post-separation relationship. These arrangements, together with our temporary retained ownership interest, do not constitute significant continuing involvement in FedEx Freight. We did not recognize a gain or loss upon completion of the Spin-Off because the transaction was achieved through a pro rata distribution to our shareholders and no consideration was received.

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Following the Spin-Off, the results, assets and liabilities of FedEx Freight are reported as discontinued operations and excluded from both continuing operations and segment results for all reporting periods, including comparable historical periods. The statement of cash flows has not been recast to reflect discontinued operations for any periods presented. Supplemental disclosure of operating and investing cash flows from discontinued operations is included below.

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Three Months Ended Four Months Ended September 30, 2025 September 30, 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── REVENUE $ 2,220 $ 2,954 OPERATING EXPENSES: Salaries and employee benefits 1,022 1,349 Purchased transportation 198 263 Rentals and landing fees 75 99 Fuel 116 151 Depreciation and amortization 110 148 Maintenance and repairs 83 110 Other, net 243 307 1,847 2,427 OPERATING INCOME 373 527 OTHER (EXPENSE) INCOME 1 3 INCOME BEFORE INCOME TAXES 374 530 PROVISION FOR INCOME TAXES 99 139 INCOME FROM DISCONTINUED OPERATIONS, NET OF TAXES $ 275 $ 391

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The following table presents the carrying amounts of the major classes of assets and liabilities of FedEx Freight included as part of discontinued operations (in millions):

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The operating, investing, and financing cash flows of FedEx Freight's discontinued operations are not separately presented on the face of the Condensed Consolidated Statements of Cash Flows. The following table presents the operating and investing cash flows attributable to discontinued operations (in millions):

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These factors were considered in our assessment of expected credit losses and the determination of the allowance. We update our estimate of credit loss reserves monthly.

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Allowance June 1, 2026 $ 371 Current period provision for expected credit losses 271 Write-offs charged against allowance (987) Recoveries collected 622 Allowance September 30, 2026 $ 277

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On September 24, 2026, FedEx acquired a 37 % ownership interest in Lux TopCo S.á. r.l. (“TopCo”) for cash consideration of € 2.2 billion in connection with its investment in InPost S.A. (“InPost”). InPost will continue to operate as a standalone company. We account for our investment under the equity method of accounting because we have the ability to exercise significant influence over the operating and financial policies of TopCo. The investment is included within "Equity method investment" in the accompanying condensed consolidated balance sheets. We recognized no equity method earnings during the three and four-month periods ended September 30, 2026.

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Following the Spin-Off, we retained an ownership interest of 19.9 % in FedEx Freight, which is accounted for as an equity security with a readily determinable fair value. We recognized cumulative unrealized gain of $ 3.3 billion during the four-month period ended September 30, 2026 within “Gain (loss) on short-term investment” in the accompanying unaudited condensed consolidated statements of income. During the three-month period ended September 30, 2026, we recognized a $ 1.2 billion unrealized loss due to a decline in the fair value of the retained interest. The carrying value of this equity security totaled $ 3.3 billion at September 30, 2026 and is recorded within “Short-term investment” in the accompanying unaudited condensed consolidated balance sheets. We expect to fully monetize our remaining stake in FedEx Freight within 12 months from the balance sheet date, subject to market conditions.

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On July 14, 2026, we completed cash tender offers for certain series of our outstanding debt securities, resulting in the repurchase of approximately $ 4.9 billion aggregate principal amount of such securities. The securities repurchased consisted of (in millions):

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We utilized cash proceeds from the approximately $ 4.1 billion dividend received from FedEx Freight in connection with the Spin-Off, as well as cash on hand, to fund the cash tender offers. We recognized an approximately $ 627 million gain on partial extinguishment of debt during the three months ended September 30, 2026, which is included in “Other non-operating, net” in the accompanying unaudited condensed consolidated statements of income. In determining the value of the gain, we expensed the proportional amount of the related unamortized discount, premium and debt issuance costs attributable to the repurchased securities.

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In connection with the Spin-Off, FedEx Freight issued $ 3.7 billion of senior unsecured debt and borrowed $ 600 million under a three-year delayed draw term loan facility. FedEx Freight used the net proceeds from these debt issuances to make a dividend of $ 4.1 billion to FedEx upon completion of the Spin-Off on June 1, 2026. As a result, these borrowings are reported in “Non-current liabilities of discontinued operations” within the condensed consolidated balance sheet for the period ended May 31, 2026 and were no longer an obligation of FedEx as of June 1, 2026.

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The Credit Agreements contain a financial covenant that requires FedEx to maintain a ratio of debt to consolidated adjusted earnings before interest, tax, depreciation, and amortization (“adjusted EBITDA”) not exceeding 3.5 to 1.0, subject to specified adjustments and definitions contained in the agreements, as of the last day of each fiscal quarter on a rolling four quarters basis. FedEx was in compliance with all financial covenants and other restrictive provisions as of September 30, 2026. Management monitors available liquidity, debt maturities, covenant compliance, capital markets access, and refinancing opportunities as part of its ongoing treasury activities. The ratio of our debt to adjusted EBITDA was 1.9 at September 30, 2026. Additional information on the financial covenant can be found in our Annual Report.

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As discussed in Note 1, our pilots are employed under a newly ratified CBA that took effect on June 29, 2026, which included an amendment to our Employees’ Pension Plan (“EPP”), resulting in an increase to the projected benefit obligation (“PBO”) of $ 596 million and a pre-tax, noncash mark-to-market gain of $ 141 million resulting from the interim remeasurement primarily due to a higher discount rate.

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In advance of the Spin-Off, a legally separate FedEx Freight defined benefit pension plan was established to transfer both pension liabilities and qualified pension assets for active pension participants who transitioned to FedEx Freight. Effective June 1, 2026, the FedEx defined benefit pension plan and the FedEx Freight defined benefit pension plan were legally separated. The FedEx defined benefit pension plan completed the transfer of an immaterial amount of net liabilities to the FedEx Freight defined benefit pension plan.

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The non-service components of net periodic benefit cost are included in ‘Other non-operating, net’ in the accompanying unaudited condensed consolidated statements of income. We made voluntary contributions of $ 300 million to our U.S. Pension Plan during the four-month period ended September 30, 2026. We anticipate making additional voluntary contributions of $ 100 million to the U.S. Pension Plan during the remainder of calendar year 2026.

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Basic earnings per share is calculated using the two-class method, which allocates all earnings (distributed and undistributed) to common stock and participating securities. Prior to June 2026, FedEx granted restricted stock under its stock-based compensation programs; these shares receive nonforfeitable dividends during vesting, making them participating securities and a separate class in basic earnings per share.

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Diluted earnings per share reflects the potential impact of contingently issuable shares, including awards requiring future service. It is computed under both the two-class and treasury stock methods, with the more dilutive amount reported. For all periods shown, the two-class method produced the more dilutive result.

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Three Months Ended Four Months Ended September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Numerator: Net earnings allocable to common shares from continuing operations(1) $ 290 $ 644 $ 5,323 $ 745 Net earnings allocable to common shares from discontinued operations(1) — 274 — 390 Net earnings allocable to common shares $ 290 $ 918 $ 5,323 $ 1,135 Denominator: Weighted-average common shares for basic earnings per common share 236 236 237 236 Dilutive effect of stock options and RSUs 3 1 3 1 Weighted-average common shares for diluted earnings per common share 239 237 240 237 Basic earnings per common share: Continuing operations $ 1.23 $ 2.74 $ 22.53 $ 3.16 Discontinued operations — 1.16 — 1.65 Basic earnings per common share $ 1.23 $ 3.90 $ 22.53 $ 4.81 Diluted earnings per common share: Continuing operations $ 1.21 $ 2.73 $ 22.21 $ 3.14 Discontinued operations — 1.16 — 1.64 Diluted earnings per common share $ 1.21 $ 3.89 $ 22.21 $ 4.78 Anti-dilutive options excluded from diluted earnings per common share 1 7 1 7

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FedEx has two reportable segments: Express U.S. Domestic and Express International, which together operate under Federal Express Corporation, the world’s largest express transportation company and a leading North American provider of small-package ground delivery services. Our remaining businesses are reported as Corporate, other, and eliminations.

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coverage for such losses. FedEx maintains excess insurance coverage for losses exceeding self-insured retentions. Conditions in the excess insurance market have become increasingly challenging, with insurers reducing available capacity, significantly increasing premiums, and more frequently disputing coverage obligations, which may limit the extent to which excess insurance offsets future 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.

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One Month Ended June 30, 2026 June 30, 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────── REVENUE $ 7,787 $ 6,462 OPERATING EXPENSES: Salaries and employee benefits 2,550 2,331 Purchased transportation 2,110 1,688 Rentals and landing fees 394 365 Fuel 406 235 Depreciation and amortization 323 330 Maintenance and repairs 263 255 Other, net 1,197 1,101 7,243 6,305 OPERATING INCOME 544 157 OTHER (EXPENSE) INCOME: Gain on short-term investment 4,492 — Interest, net (23) (41) Other non-operating, net 199 15 4,668 (26) INCOME BEFORE INCOME TAXES 5,212 131 PROVISION FOR INCOME TAXES 171 30 INCOME FROM CONTINUING OPERATIONS 5,041 101 INCOME FROM DISCONTINUED OPERATIONS, NET OF TAXES — 116 NET INCOME $ 5,041 $ 217

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On October 1, 2026, FedEx sold its FedEx Supply Chain business to CMA CGM Group for cash proceeds of $ 1.4 billion, net of direct transaction expenses of approximately $ 35 million incurred during the three-month period ended September 30, 2026. Transaction expenses consisted primarily of professional services and an employee incentive plan related to the planned sale. As of September 30, 2026, the net assets of FedEx Supply Chain met the criteria for held-for-sale accounting, as described in Note 1. The sale occurred after the balance sheet date and will be fully reflected in the Transition Report on Form 10-KT covering the Transition Period.

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On June 1, 2026, FedEx completed the Spin-Off of our less-than-truckload freight transportation services businesses conducted through FedEx Freight Holding Company, Inc. (“FedEx Freight”), into a new, publicly traded company (the “Spin-Off”). The FedEx Freight business also included FedEx Custom Critical, Inc., LTL Select, and other operations historically included within the FedEx Freight reporting segment. As a result of the Spin-Off, we are no longer consolidating the FedEx Freight business, and FedEx Freight is presented as discontinued operations for all periods presented. Unless otherwise noted, information in this MD&A relates to continuing operations. Effective following the Spin-Off, we realigned our internal reporting and management structure, resulting in the identification of two new reportable segments: Express U.S. Domestic and Express International. In addition, on June 1, 2026, FedEx changed its fiscal year end from May 31 to December 31. We have recast historical periods to reflect these changes.

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The transportation industry is highly cyclical and especially susceptible to trends in economic activity. Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods and the rate of global trade growth. The decline in U.S. imports of consumer goods that started in late 2022 has contributed to transportation demand remaining below the elevated levels experienced during the post-pandemic period. Additionally, U.S. and international trade policy changes have added complexity and uncertainty to the transportation industry. Inflation and elevated interest rates continue to affect consumer and business spending patterns, and we expect these factors to continue to negatively affect our results for the remainder of calendar year 2026.

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Governments globally have imposed, and others have threatened to impose, new, expanded, or retaliatory tariffs, sanctions, embargoes, and/or quotas or trade barriers on certain goods. These actions have contributed to weakness in the global economy, and we expect this to continue to adversely affect our results for the remainder of calendar year 2026.

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On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). In April 2026, FedEx began filing refund claims through the U.S. Customs and Border Protection’s (“CBP’s”) Consolidated Administration and Processing of Entries (“CAPE”) system. We recognize these claims when cash is received or when realization is otherwise considered probable and estimable. To the extent customers have previously paid amounts associated with these tariffs, we also recognize customer refund obligations for cash refunds received. We continue to submit additional refund claims, pursuant to the CBP process, and expect to receive additional refunds as these claims are processed by CBP. The ultimate amount and timing of refunds remain uncertain due to ongoing administrative processes and potential legal developments.

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Given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including international taxes, government-to-government relations, volatility in emerging markets, and geopolitical risks such as the ongoing conflicts between Russia and Ukraine, the United States and Iran, and other hostilities in the Middle East, may materially and adversely affect our business and results of operations.

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Operating income increased 10% and 43%, respectively, in the three- and four-month periods ended September 30, 2026 primarily due to higher base rates and fuel surcharges for our package services and increased U.S. domestic package volumes, partially offset by higher purchased transportation and wage rates and fuel prices. Operating income for the four-month period ended September 30, 2026 also benefited from one additional operating day compared to the prior-year period.

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Our effective tax rate was 31.6% and 5.4% for the three- and four-month periods ended September 30, 2026, compared to 29.4% and 28.6% for the comparable prior-year periods.

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• Three-Month Period Comparison: The effective tax rate for the three-month period ended September 30, 2026, was higher than the prior-year period (31.6% vs. 29.4%). The 2026 rate was unfavorably impacted by a $1.2 billion non-deductible loss recognized on our 19.9% ownership interest in FedEx Freight. This impact was partially offset by a $263 million deferred tax benefit related to tax and book basis differences of FedEx Supply Chain that was held for sale as of September 30, 2026. The prior-year three-month rate of 29.4% was unfavorably impacted by one-time discrete items.

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• Four-Month Period Comparison: The effective tax rate for the four-month period ended September 30, 2026, decreased significantly to 5.4% from 28.6% in the prior year. This decrease was primarily driven by the recognition of a $3.3 billion non-taxable gain associated with our FedEx Freight ownership interest.

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Several countries in which we operate have adopted the Organization for Economic Cooperation and Development’s global framework implementing a 15% corporate minimum tax, commonly referred to as Pillar Two. Pillar Two did not have a material effect on our income tax provision for the three- and four-month periods ended September 30, 2026.

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Based on current trends, we anticipate year-over-year revenue and operating profit growth to continue in the remainder of calendar year 2026. We expect continued yield and volume improvement to more than offset expense increases, including higher purchased transportation and wage rates, higher costs associated with the newly ratified pilot Collective Bargaining Agreement (“CBA”), which took effect June 29, 2026, maintenance expense and other inflationary matters. We will continue to execute on our business optimization program, including Network 2.0 and associated One FedEx initiatives, where we expect to achieve $1.0 billion in structural cost reduction by the end of calendar year 2026.

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We are directly affected by the state of the global economy and geopolitical developments. Additional changes in international trade policies, including tariffs, and relations could significantly reduce the volume of goods transported globally, increase our costs, and materially and adversely affect our business, financial condition, cash flows, and results of operations. Our transportation businesses and their profitability are affected by the price and availability of jet and vehicle fuel, as well as our ability to collect fuel surcharges. The uncertainty of these factors make any expectations for calendar year 2026 inherently less certain. See the “Trends Affecting Our Business,” “Critical Accounting Estimates,” and “Forward-Looking Statements” sections of this MD&A for a discussion of these and other potential risks and uncertainties that could materially affect our future performance.

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Express U.S. Domestic segment revenue increased 10% and 12%, respectively, in the three- and four-month periods ended September 30, 2026 primarily due to improved package base yields, higher fuel surcharges, and increased package volumes. Higher base yields and package volume reflected growth in premium package services and favorable service mix.

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Express U.S. Domestic segment operating income increased 7% and 29%, respectively, in the three- and four-month periods ended September 30, 2026 due to higher package yields and volume. These improvements were partially offset by higher purchased transportation rates, salaries and employee benefits, and fuel price driven expense increases. Operating income for the four-month period ended September 30, 2026 also benefited from one additional operating day compared to the prior-year period.

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Purchased transportation expense increased 18% and 20%, respectively, in the three- and four-month periods ended September 30, 2026 primarily due to higher rates and fuel prices. Salaries and employee benefits expense increased 3% and 5% in the three- and four-month periods ended September 30, 2026 primarily due to higher wage rates, as well as additional costs associated with the newly ratified CBA. Fuel expense increased 56% and 58% respectively, in the three- and four-month periods ended September 30, 2026 primarily due to higher fuel

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Express International segment operating income increased 15% and 82%, respectively, in the three- and four-month periods ended September 30, 2026 primarily due to higher international export and freight yield and volume. These impacts were partially offset by higher wage and purchased transportation rates and fuel price driven expense increases. Operating income for the four-month period ended September 30, 2026 also benefited from one additional operating day compared to the prior-year period.

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Corporate, other, and eliminations includes corporate headquarters costs for executive officers and certain legal and finance functions, certain other costs and credits not attributed to our core business. Corporate, other, and eliminations also includes the results of FedEx Dataworks, Inc. (“FedEx Dataworks”), FedEx Office and Print Services, Inc. (“FedEx Office”), and FedEx Supply Chain Distribution System, Inc. (“FedEx Supply Chain”). FedEx Dataworks is focused on leveraging the power of our network and establishing our data estate to serve as an intelligence engine for global value chains, connecting fragmented systems and enhancing efficiency, decisioning, and providing context for our customers’ supply chains. FedEx Office provides document and business services and retail access to our package transportation businesses and FedEx Supply Chain offers integrated supply chain management solutions. The results of Corporate, other, and eliminations are not allocated to the other business segments.

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Operating results in Corporate, other, and eliminations were relatively unchanged in the three- and four-month periods ended September 30, 2026 reflecting consistent corporate headquarters costs and stable operating results for our other businesses.

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Four Months Ended 2026 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Operating activities: Net income $ 5,331 $ 1,137 Gain on short-term investment (3,254) — Gain from early extinguishment of debt (627) — Other noncash charges and credits 2,383 2,763 Changes in assets and liabilities (1,337) (1,412) Cash provided by operating activities 2,496 2,488 Investing activities: Purchase of equity method investment (2,501) — Capital expenditures (1,035) (815) Other, net (17) (19) Cash used in investing activities (3,553) (834) Financing activities: Proceeds from debt issuances 3,909 997 Principal payments on debt (5,748) (631) Purchases of common stock (2,000) (776) Distribution attributable to the Spin-Off (251) — Other, net (150) (327) Cash used in financing activities (4,240) (737) Effect of exchange rate changes on cash (53) 43 Net increase (decrease) in cash and cash equivalents (5,350) 960 Cash and cash equivalents at the end of period $ 7,961 $ 6,462

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(1) The statement of cash flows has not been recast to reflect discontinued operations for any periods presented. Supplemental disclosure of operating and investing cash flows from discontinued operations is included in Note 2.

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Cash Provided by Operating Activities. Cash flows from operating activities remained relatively unchanged in the four-month period ended September 30, 2026 compared to the four-month period ended September 30, 2025 primarily due to less unfavorable changes in working capital, offset by slightly lower net income after excluding noncash gains on our short-term investment in FedEx Freight and early extinguishment of debt and other noncash items.

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Cash Used in Investing Activities. Cash flows used in investing activities increased $2.7 billion in the four-month period ended September 30, 2026 compared to the four-month period ended September 30, 2025 primarily due to a $2.5 billion equity method investment purchased during 2026.

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Cash Used in Financing Activities. Cash flows used in financing activities increased $3.5 billion in the four-month period ended September 30, 2026 primarily due to higher repayments of debt and repurchases of our common stock, partially offset by higher proceeds from debt issuances when compared to the four-month period ended September 30, 2025.

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On June 1, 2026, the Company completed the Spin-Off. FedEx Freight is therefore no longer an issuer or guarantor of the Company's registered debt securities. The summarized financial information presented below has been recast for all periods presented to reflect the current obligor group and excludes the assets, liabilities, results of operations and cash flows attributable to FedEx Freight and its subsidiaries.

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On October 1, 2026, FedEx sold its FedEx Supply Chain business to CMA CGM Group for cash proceeds of $1.4 billion, net of direct transaction expenses of approximately $35 million incurred during the three-month period ended September 30, 2026. See Note 14 of the accompanying unaudited condensed consolidated financial statements for more information.

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• the price and availability of jet and vehicle fuel, and our ability to collect fuel surcharges;

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• our ability to successfully implement its business strategies and global transformation program and network optimization initiatives, including Network 2.0 and Tricolor, effectively respond to changes in market dynamics, and achieve the anticipated benefits of such strategies and actions;

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• the possibility of disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs in connection with the Spin-Off of FedEx Freight;

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• the possibility of tax liability from the FedEx Freight Spin-Off to us and our stockholders;

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• our ability to achieve the expected strategic or financial benefits relating to our InPost investment;

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• various types of fraud with respect to unauthorized uses of another person’s identity;

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Share sales and buybacks

The following table provides information on FedEx’s repurchases of our common stock during the four-month period ended September 30, 2026:

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During the four-month period ended September 30, 2026, we repurchased 6.3 million shares of FedEx common stock for an aggregate purchase price of $2.0 billion. As of September 30, 2026, the share repurchase authorization under our 2024 program was fully utilized, and no further amounts remain available for repurchases under that program.

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Item 6

FedEx Corporation Date: October 28, 2026 /s/ Claude F. Russ Claude F. Russ Enterprise Vice President, Finance, and Interim Chief Financial Officer, and

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Jul 20, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

What the 10-Q itself says about its risk factors:
There have been no material changes from the risk factors disclosed in our Annual Report under Part I, Item 1A of Form 10-K. Additional risks not currently known to us or that we currently deem to be immaterial also may materially affect our business, results of reporting, financial condition, and the price of our common stock.

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1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.

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