UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
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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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(ZIP Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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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.
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).
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.
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
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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 |
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Outstanding Shares at March 18, 2025 |
Common Stock, par value $0.10 per share |
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FEDEX CORPORATION
INDEX
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PAGE |
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PART I. FINANCIAL INFORMATION |
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ITEM 1. Financial Statements |
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Condensed Consolidated Balance Sheets |
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3 |
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5 |
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6 |
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7 |
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8 |
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9 |
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20 |
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ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition |
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21 |
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk |
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41 |
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42 |
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42 |
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42 |
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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45 |
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45 |
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46 |
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49 |
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- 2 -
FEDEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
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February 28, 2025 |
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May 31, |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables, less allowances of $ |
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Spare parts, supplies, and fuel, less allowances of $ |
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Prepaid expenses and other |
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Total current assets |
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PROPERTY AND EQUIPMENT, AT COST |
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Less accumulated depreciation and amortization |
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Net property and equipment |
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OTHER LONG-TERM ASSETS |
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Operating lease right-of-use assets, net |
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Goodwill |
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Other assets |
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Total other long-term assets |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 3 -
FEDEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
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February 28, 2025 |
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May 31, |
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LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT |
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CURRENT LIABILITIES |
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Current portion of long-term debt |
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$ |
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$ |
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Accrued salaries and employee benefits |
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Accounts payable |
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Operating lease liabilities |
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Accrued expenses |
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Total current liabilities |
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LONG-TERM DEBT, LESS CURRENT PORTION |
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OTHER LONG-TERM LIABILITIES |
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Deferred income taxes |
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Pension, postretirement healthcare, and other benefit obligations |
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Self-insurance accruals |
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Operating lease liabilities |
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Other liabilities |
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Total other long-term liabilities |
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COMMON STOCKHOLDERS’ INVESTMENT |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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Treasury stock, at cost; |
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Total common stockholders’ investment |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 4 -
FEDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
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Three Months Ended |
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Nine Months Ended |
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February 28, 2025 |
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February 29, 2024 |
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February 28, 2025 |
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February 29, 2024 |
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REVENUE |
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$ |
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$ |
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$ |
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$ |
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OPERATING EXPENSES: |
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Salaries and employee benefits |
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Purchased transportation |
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Rentals and landing fees |
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Depreciation and amortization |
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Fuel |
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Maintenance and repairs |
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Business optimization costs |
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Other |
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OPERATING INCOME |
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OTHER (EXPENSE) INCOME: |
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Interest, net |
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Other retirement plans, net |
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Other, net |
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( |
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( |
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( |
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( |
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INCOME BEFORE INCOME TAXES |
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PROVISION FOR INCOME TAXES |
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NET INCOME |
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$ |
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$ |
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$ |
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$ |
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EARNINGS PER COMMON SHARE: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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DIVIDENDS DECLARED PER COMMON SHARE |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 5 -
FEDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(IN MILLIONS)
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Three Months Ended |
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Nine Months Ended |
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February 28, 2025 |
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February 29, 2024 |
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February 28, 2025 |
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February 29, 2024 |
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NET INCOME |
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$ |
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$ |
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$ |
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$ |
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OTHER COMPREHENSIVE INCOME (LOSS): |
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Foreign currency translation adjustments, net of tax benefit/(expense) of $ |
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( |
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Prior service credit arising during period, net of tax (expense) of $ |
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Amortization of prior service credit, net of tax benefit of $ |
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( |
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COMPREHENSIVE INCOME |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 6 -
FEDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
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Nine Months Ended |
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February 28, 2025 |
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February 29, 2024 |
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Operating Activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to cash provided by operating activities: |
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Depreciation and amortization |
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Provision for uncollectible accounts |
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Other noncash items including leases and deferred income taxes |
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Stock-based compensation |
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Business optimization costs, net of payments |
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Changes in assets and liabilities: |
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Receivables |
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( |
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Other assets |
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( |
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Accounts payable and other liabilities |
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( |
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Other, net |
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Cash provided by operating activities |
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Investing Activities: |
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Capital expenditures |
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Purchase of investments |
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Proceeds from sale of investments |
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Proceeds from asset dispositions and other |
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Cash used in investing activities |
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Financing Activities: |
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Principal payments on debt |
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Proceeds from stock issuances |
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Dividends paid |
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( |
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Purchases of common stock |
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( |
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( |
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Other |
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( |
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( |
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Cash used in financing activities |
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( |
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Effect of exchange rate changes on cash |
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( |
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( |
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Net decrease in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 7 -
FEDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS’ INVESTMENT
(UNAUDITED)
(IN MILLIONS, EXCEPT SHARE DATA)
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Three Months Ended |
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Nine Months Ended |
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February 28, 2025 |
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February 29, 2024 |
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February 28, 2025 |
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February 29, 2024 |
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Common Stock |
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Beginning Balance |
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$ |
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$ |
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$ |
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$ |
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Ending Balance |
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Additional Paid-in Capital |
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Beginning Balance |
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Purchases of common stock |
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— |
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( |
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Issuance of treasury stock for acquisition |
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— |
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— |
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Employee incentive plans and other |
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Ending Balance |
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Retained Earnings |
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Beginning Balance |
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Net Income |
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Cash dividends declared ($ |
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( |
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Ending Balance |
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Accumulated Other Comprehensive Loss |
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Beginning Balance |
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( |
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( |
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( |
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( |
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Other comprehensive (loss)/income, net of tax benefit/(expense) of $ |
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( |
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( |
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( |
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Ending Balance |
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( |
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( |
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( |
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( |
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Treasury Stock |
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Beginning Balance |
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( |
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( |
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( |
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( |
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Purchases of common stock ( |
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( |
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( |
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( |
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( |
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Issuance of treasury stock for acquisition |
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— |
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— |
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Employee incentive plans and other ( |
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Ending Balance |
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( |
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( |
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( |
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( |
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Total Common Stockholders’ Investment Balance |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 8 -
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.
In connection with our one FedEx consolidation plan, on June 1, 2024, FedEx Ground Package System, Inc. (“FedEx Ground”) and FedEx Corporate Services, Inc. were merged into Federal Express, becoming a single company operating a unified, fully integrated air-ground express network under the respected FedEx brand. FedEx Freight continues to provide LTL freight transportation services as a separate subsidiary. Beginning in the first quarter of 2025, Federal Express and FedEx Freight represent our major service lines and constitute our reportable segments. Additionally, the results of FedEx Custom Critical, Inc. (“FedEx Custom Critical”) are included in the FedEx Freight segment instead of the Federal Express segment in 2025. Prior-year amounts were revised to reflect this presentation.
We evaluated our reporting units with significant recorded goodwill during the fourth quarter of 2024, and the estimated fair value of each reporting unit exceeded its carrying value as of the end of 2024 immediately before our one FedEx consolidation. We reevaluated the conclusion of our 2024 goodwill impairment tests as of June 1, 2024 immediately after our one FedEx consolidation and concluded that the estimated fair values of our reporting units with significant goodwill continued to exceed their respective carrying values.
In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company. The transaction, which would be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and is expected to be completed by June 2026.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. 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, 2024 (“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, 2025, and the results of our operations for the three- and nine-month periods ended February 28, 2025 and February 29, 2024, cash flows for the nine-month periods ended February 28, 2025 and February 29, 2024, and changes in common stockholders’ investment for the three- and nine-month periods ended February 28, 2025 and February 29, 2024. Operating results for the three- and nine-month periods ended February 28, 2025 are not necessarily indicative of the results that may be expected for the year ending May 31, 2025.
In January 2025, the Board of Directors approved a change in FedEx’s fiscal year end from May 31 to December 31. The fiscal year change will be effective June 1, 2026. Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2025 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.
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 $
- 9 -
Disaggregation of Revenue.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
REVENUE BY SERVICE TYPE |
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|
|
|
|
|
|
||||
Federal Express segment: |
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|
|
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|
||||
Package: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. priority |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. deferred |
|
|
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|
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|
|
|
|
||||
U.S. ground |
|
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|
|
|
|
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|
||||
Total U.S. domestic package revenue |
|
|
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|
|
|
|
|
|
|
|
||||
International priority |
|
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|
||||
International economy |
|
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|
||||
Total international export package revenue |
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|
||||
International domestic(1) |
|
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|
||||
Total package revenue |
|
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|
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|
|
|
|
|
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|
||||
Freight: |
|
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|
|
|
|
|
|
|
|
|
||||
U.S. |
|
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|
|
|
|
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|
||||
International priority |
|
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|
||||
International economy |
|
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|
||||
Total freight revenue |
|
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|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Federal Express segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FedEx Freight segment |
|
|
|
|
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|
|
|
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|
||||
Other and eliminations(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of 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 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, Federal Express’s pilots failed to ratify the tentative successor agreement that was approved by ALPA’s FedEx Master Executive Council the prior month. Bargaining for a successor agreement continues. In April 2024, the NMB rejected ALPA’s request for a proffer of arbitration, and the parties remain in mediated negotiations. The conduct of mediated negotiations has no effect on our operations. A small number of our other employees are members of unions.
STOCK-BASED COMPENSATION. We have three types of equity-based compensation: stock options, restricted stock, and, for outside directors, restricted stock units. The key terms of our equity-based compensation plans and financial disclosures about these programs are set forth in our Annual Report. Our stock-based compensation expense was $
BUSINESS OPTIMIZATION COSTS. In the second quarter of 2023, we announced DRIVE, a comprehensive program to improve long-term profitability. This program includes a business optimization plan to drive efficiency within and among our transportation segments, lower our overhead and support costs, and transform our digital capabilities. We have commenced our plan to consolidate our sortation facilities and equipment, reduce pickup-and-delivery routes, and optimize our enterprise linehaul network by moving beyond discrete collaboration to an end-to-end optimized network through Network 2.0, the multi-year effort to improve the efficiency with which we pick up, transport, and deliver packages in the U.S. and Canada.
- 10 -
We have implemented Network 2.0 optimization in more than 200 locations in the U.S. and Canada. Contracted service providers will handle the pickup and delivery of Federal Express packages in some locations while employee couriers will handle others.
In June 2024, Federal Express announced a workforce reduction plan in Europe as part of its ongoing measures to reduce structural costs. The plan will impact approximately
We incurred costs associated with our business optimization activities, including the workforce reduction plan in Europe, of $
FEDEX FREIGHT SPIN-OFF COSTS. We incurred costs related to the planned spin-off of FedEx Freight of $
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, 2025, we had €
As of February 28, 2025, we had four cross-currency swaps outstanding, and the fair value of the swaps classified as assets and liabilities was $
As of February 28, 2025, our net investment hedges remain effective.
SUPPLIER FINANCE PROGRAM. We offer voluntary Supply Chain Finance (“SCF”) programs through financial institutions to certain of our suppliers. We agree to commercial terms with our suppliers, including prices, quantities, and payment terms, and they issue invoices to us based on the agreed-upon contractual terms. If our suppliers choose to participate in the SCF programs, they determine which invoices, if any, to sell to the financial institutions to receive an early discounted payment, while we settle the net payment amount with the financial institutions on the payment due dates. We guarantee these payments with the financial institutions.
Amounts due to our suppliers that participate in the SCF programs are included in “Accounts payable” in the accompanying unaudited condensed consolidated balance sheets. We have been informed by the participating financial institutions that as of February 28, 2025 and May 31, 2024, suppliers have been approved to sell to them $
- 11 -
obligations.
|
$ |
|
||
Invoices confirmed during the period |
|
|
|
|
Confirmed invoices paid during the period |
|
|
( |
) |
Currency translation adjustments |
|
|
( |
) |
Confirmed obligations outstanding at end of period |
|
$ |
|
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.
Accounting Standards Not Yet Adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), and in December 2022 subsequently issued ASU 2022-06, to temporarily ease the potential burden in accounting for reference rate reform. The standards provide optional expedients and exceptions for applying accounting principles generally accepted in the United States to existing contracts, hedging relationships, and other transactions affected by reference rate reform. The standards apply only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate to be discontinued because of reference rate reform. The standards were effective upon issuance and can generally be applied through December 31, 2024. While there has been no material effect to our financial condition,
results of operations, or cash flows from reference rate reform as of February 28, 2025, we continue to monitor our contracts and transactions for potential application of these ASUs.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update will be effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. 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, which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. We are assessing the effect of this update on our consolidated financial statements and related disclosures.
In March 2024, the SEC adopted final rules requiring public entities to provide certain climate-related information in their registration statements and annual reports. As part of the disclosures, entities will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. The rules were originally scheduled to be effective for annual periods beginning in calendar 2025. In April 2024, the SEC voluntarily stayed implementation of the final rules pending certain legal challenges and in February 2025 requested that the court not schedule the matter for argument in order to allow time for the SEC to determine appropriate next steps. We are assessing the effect of the new rules on our consolidated financial statements and related disclosures.
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.
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.
- 12 -
We perform a qualitative 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 $
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 $
TREASURY SHARES. In December 2021, our Board of Directors authorized a stock repurchase program of up to $
During the three-month period ended February 28, 2025,
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.
During the nine-month period ended February 29, 2024,
Shares under the 2024 repurchase program 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
NOTE 2: Credit Losses
We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by conducting a credit review, which considers the customer’s established credit rating and our assessment of creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss rates based on historical write-offs by geography and recent forecast information, including underlying economic expectations. We update our estimate of credit loss reserves quarterly.
Credit losses were $
- 13 -
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, 2025 and February 29, 2024 (in millions; amounts in parentheses indicate debits to AOCL):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Foreign currency translation loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Translation adjustments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at end of period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Retirement plans adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service credit arising during period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassifications from AOCL |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AOCL at end of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
NOTE 4: Financing Arrangements
We have a shelf registration statement filed with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock and allows pass-through trusts formed by Federal Express to sell, in one or more future offerings, pass-through certificates.
Federal Express has issued $
We have a $
The Credit Agreements contain a financial covenant requiring us to maintain a ratio of debt to consolidated earnings (excluding noncash retirement plans mark-to-market adjustments, noncash pension service costs, noncash asset impairment charges, business optimization and restructuring expenses, and pro forma cost savings and synergies associated with an acquisition) before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) of not more than
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. 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.
Long-term debt, including current maturities and exclusive of finance leases, had carrying values of $
DEBT EXCHANGE OFFERS AND CONSENT SOLICITATIONS. In January 2025, in connection with the planned separation of FedEx Freight, we commenced offers to exchange any and all of $
- 14 -
notes to adopt certain proposed amendments to each of the indentures governing such notes to provide for the automatic and unconditional release and discharge of the guarantee of FedEx Freight with respect to that series of notes at the time FedEx Freight ceases to be a subsidiary of FedEx in connection with the planned separation (the “Proposed Amendments”).
We completed the exchange offers and consent solicitations in February 2025. An aggregate of $
NOTE 5: ACQUISITIONS
On
NOTE 6: Computation of Earnings Per Share
The calculation of basic and diluted earnings per common share for the periods ended February 28, 2025 and February 29, 2024 was as follows (in millions, except per share amounts):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Basic earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings allocable to common shares(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted-average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings allocable to common shares(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted-average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of share-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average diluted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Anti-dilutive options excluded from diluted earnings per |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 7: Retirement Plans
We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans, and postretirement healthcare plans. Key terms of our retirement plans are provided in our Annual Report.
Our retirement plans costs for the periods ended February 28, 2025 and February 29, 2024 were as follows (in millions):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Defined benefit pension plans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Defined contribution plans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Postretirement healthcare plans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
- 15 -
Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended February 28, 2025 and February 29, 2024 included the following components (in millions):
|
|
Three Months Ended |
|
|||||||||||||||||||||
|
|
U.S. Pension Plans |
|
|
International Pension Plans |
|
|
Postretirement Healthcare Plans |
|
|||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Other retirement plans expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amortization of prior service credit and other |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
Nine Months Ended |
|
|||||||||||||||||||||
|
|
U.S. Pension Plans |
|
|
International Pension Plans |
|
|
Postretirement Healthcare Plans |
|
|||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Other retirement plans expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amortization of prior service credit and other |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
For 2025,
NOTE 8: Business Segment Information
We provide 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, the world’s largest express transportation company and a leading North American provider of small-package ground delivery services, and FedEx Freight, a leading North American provider of LTL freight transportation services. These companies 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 (time-critical transportation) |
References to our transportation segments include, collectively, the Federal Express segment and the FedEx Freight segment.
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.
- 16 -
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 operating segment. FedEx Dataworks is focused on creating solutions to transform the digital and physical experiences of our customers and team members.
Also included in Corporate and other are the 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 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 provides a reconciliation of reportable segment revenue and operating income (loss) to our unaudited condensed consolidated financial statement totals for the periods ended February 28, 2025 and February 29, 2024 (in millions):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal Express segment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
FedEx Freight segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other and eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal Express segment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
FedEx Freight segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate, other, and eliminations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table provides a reconciliation of reportable segment assets to our unaudited condensed consolidated financial statement totals as of the periods presented (in millions):
|
|
February 28, 2025 |
|
|
May 31, |
|
||
Total assets: |
|
|
|
|
|
|
||
Federal Express segment |
|
$ |
|
|
$ |
|
||
FedEx Freight segment |
|
|
|
|
|
|
||
Corporate, other, and eliminations |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
- 17 -
NOTE 9: Commitments
As of February 28, 2025, our purchase commitments under various contracts for the remainder of 2025 and annually thereafter were as follows (in millions):
|
|
Aircraft and Aircraft Related |
|
|
Other(1) |
|
|
Total |
|
|||
2025 (remainder) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
2029 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
(1)
The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.
As of February 28, 2025, we had $
|
|
Cessna SkyCourier 408 |
|
|
ATR 72-600F |
|
|
B767F |
|
|
B777F |
|
|
Total |
|
|||||
2025 (remainder) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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, 2025 is as follows (in millions):
|
|
Aircraft |
|
|
Facilities |
|
|
Total |
|
|
Finance Leases |
|
|
Total |
|
|||||
2025 (remainder) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total lease payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Less imputed interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Present value of lease liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
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, 2025, FedEx has entered into additional leases which have not yet commenced and are therefore not part of the right-of-use asset and liability. These leases are generally for build-to-suit facilities and have undiscounted future payments of
- 18 -
approximately $
In March 2025, Federal Express exercised options to purchase
NOTE 10: Contingencies
Service Provider Lawsuits. Federal Express, as successor to FedEx Ground, is defending against lawsuits in which it is alleged that Federal Express should be treated as an employer or joint employer of drivers employed by service providers engaged by Federal Express. These cases are in varying stages of litigation, and we are not currently able to estimate an amount or range of potential loss in all of these matters. However, we do not expect to incur, individually or in the aggregate, a material loss in these matters. Nevertheless, adverse determinations in these matters could, among other things, entitle service providers’ drivers to certain payments, including wages and penalties, from the service providers and Federal Express and result in employment and withholding tax and benefit liability for Federal Express. We continue to believe that Federal Express is not an employer or joint employer of the drivers of these independent businesses.
FedEx Ground Negligence Lawsuit. In December 2022, FedEx Ground was named as a defendant in a lawsuit filed in Texas state court related to the alleged kidnapping and first-degree murder of a minor by a driver employed by a service provider engaged by FedEx Ground. The complaint alleged compensatory and punitive damages against FedEx Ground for negligence and gross negligence, hiring and retention, as well as negligent entrustment. The service provider and driver were also named as defendants in the lawsuit. In February 2025, we reached an agreement to settle the lawsuit for an amount below the previously established immaterial accrual. The accrual now reflects the amount of the settlement.
Other Matters. FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of business, including certain 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, as well as other lawsuits containing allegations 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 other actions will not have a material adverse effect on our financial position, results of operations, or cash flows.
Environmental Matters. SEC regulations require us to disclose certain information about proceedings arising under federal, state, or local environmental provisions involving a governmental authority as a party if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, FedEx uses a threshold of $
NOTE 11: Supplemental Cash Flow Information
Cash paid for interest expense and income taxes for the nine-month periods ended February 28, 2025 and February 29, 2024 was as follows (in millions):
|
|
2025 |
|
|
2024 |
|
||
Cash payments for: |
|
|
|
|
|
|
||
Interest (net of capitalized interest) |
|
$ |
|
|
$ |
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
Income tax refunds received |
|
|
( |
) |
|
|
( |
) |
Cash tax payments/(refunds), net |
|
$ |
|
|
$ |
|
||
Noncash investing and financing activities for the nine-month periods ended February 28, 2025 and February 29, 2024 was as follows (in millions):
|
|
2025 |
|
|
2024 |
|
||
Assets obtained in exchange for finance lease obligations |
|
$ |
|
|
$ |
|
||
Shares of common stock issued from treasury stock for acquisition |
|
$ |
|
|
$ |
|
||
- 19 -
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, 2025, 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, 2025 and February 29, 2024, the condensed consolidated statements of cash flows for the nine-month periods ended February 28, 2025 and February 29, 2024, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of May 31, 2024, the related consolidated statements of income, comprehensive income, cash flows, and changes in common stockholders’ investment for the year then ended, and the related notes (not presented herein); and in our report dated July 15, 2024, 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, 2024, 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 20, 2025
- 20 -
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
GENERAL
The following Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) describes the principal factors affecting the results of operations, liquidity, capital resources, and critical accounting estimates of FedEx Corporation (“FedEx”). This discussion should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended May 31, 2024 (“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial condition and operating results.
We provide 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. See “Reportable Segments” for further discussion. Additional information on our businesses can be found in our Annual Report.
In connection with our one FedEx consolidation plan, on June 1, 2024, FedEx Ground Package System, Inc. (“FedEx Ground”) and FedEx Corporate Services, Inc. (“FedEx Services”) were merged into Federal Express, becoming a single company operating a unified, fully integrated air-ground express network under the respected FedEx brand. FedEx Freight continues to provide LTL freight transportation services as a separate subsidiary. Beginning in the first quarter of 2025, Federal Express and FedEx Freight represent our major service lines and constitute our reportable segments. Additionally, the results of FedEx Custom Critical, Inc. (“FedEx Custom Critical”) are included in the FedEx Freight segment instead of the Federal Express segment in 2025. Prior-year amounts were revised to reflect this presentation.
In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company. The transaction, which would be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026. See Part II, Item 1A. “Risk Factors – The planned spin-off of FedEx Freight may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial and strategic benefits.”
In January 2025, the Board of Directors approved a change in FedEx’s fiscal year end from May 31 to December 31. The fiscal year change will be effective June 1, 2026.
Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2025 or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year. References to our transportation segments include, collectively, the Federal Express segment and the FedEx Freight segment.
The key indicators necessary to understand our operating results include:
- 21 -
Trends Affecting Our Business
The following trends significantly affect the indicators discussed above, as well as our business and operating results. See the risk factors identified under Part I, Item 1A. “Risk Factors” in our Annual Report, as updated by our quarterly reports on Form 10-Q, for more information. Additionally, see “Results of Operations – Consolidated Results – Business Optimization Costs and – Outlook” and “Financial Condition – Liquidity Outlook” below for additional information on efforts we are taking to mitigate adverse trends.
Macroeconomic Conditions
While macroeconomic risks apply to most companies, we are particularly vulnerable. 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, along with slowed global industrial production, has contributed to weakened business conditions for the transportation industry. Consequently, this environment has led to lower shipments at FedEx Freight, negatively affecting our results in the third quarter and nine months of 2025. Additionally, the U.S. presidential administration is in the process of significantly increasing the rates and broadening the scope of tariffs imposed on goods imported into the U.S. In response, several foreign governments have imposed new tariffs on certain goods imported from the U.S., and additional retaliatory measures against U.S. goods are expected. These or additional changes in U.S. or international trade policy, along with continued uncertainty surrounding such policies, could lead to further weakened business conditions for the transportation industry.
Inflation and Interest Rates
During the third quarter and nine months of 2025, global inflation decelerated year-over-year but continues to be above historical levels. Additionally, global interest rates remained elevated in an effort to curb inflation. We are experiencing pressure on demand for our transportation services, particularly our priority services, as elevated inflation and interest rates are negatively affecting consumer and business spending. We expect inflation and high interest rates to continue to negatively affect our results of operations for the remainder of 2025. The changes in trade policy discussed above under “Macroeconomic Conditions” could exacerbate global inflation.
Fuel
We must purchase large quantities of fuel to operate our aircraft and vehicles, and the price and availability of fuel is beyond our control and can be highly volatile. The timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges can significantly affect our operating results either positively or negatively in the short-term. During the third quarter and nine months of 2025, lower fuel prices negatively affected yields through lower fuel surcharges at FedEx Freight and reduced fuel expense at both of our transportation segments.
Geopolitical Conflicts
Given the nature of our business and global operations, geopolitical conflicts may adversely affect our business and results of operations. While we do not expect ongoing geopolitical conflicts between Russia and Ukraine and in the Middle East to have a direct material effect on our business or results of operations, the broader consequences are adversely affecting the global economy and may also have the effect of heightening other risks disclosed in our Annual Report.
RESULTS OF OPERATIONS
Many of our operating expenses are directly affected by revenue and volume levels, and we expect these operating expenses to fluctuate on a year-over-year basis consistent with changes in revenue and volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends affecting expenses other than those factors strictly related to changes in revenue and volumes. The line item “Other” includes costs associated with outside service contracts (such as information technology services, temporary labor, facilities services, and security), insurance, professional fees, and operational supplies.
- 22 -
CONSOLIDATED RESULTS
The following tables compare summary operating results and changes in revenue and operating income (loss) (dollars in millions, except per share amounts) for the periods ended February 28, 2025 and February 29, 2024:
|
|
Three Months Ended |
|
|
Percent |
|
|
|
Nine Months Ended |
|
|
Percent |
|
|
||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
||||||
Revenue |
|
$ |
22,160 |
|
|
$ |
21,738 |
|
|
|
2 |
|
|
|
$ |
65,706 |
|
|
$ |
65,584 |
|
|
|
— |
|
|
Operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal Express segment |
|
|
1,294 |
|
|
|
1,173 |
|
|
|
10 |
|
|
|
|
3,299 |
|
|
|
3,514 |
|
|
|
(6 |
) |
|
FedEx Freight segment |
|
|
261 |
|
|
|
341 |
|
|
|
(23 |
) |
|
|
|
1,012 |
|
|
|
1,314 |
|
|
|
(23 |
) |
|
Corporate, other, and eliminations |
|
|
(263 |
) |
|
|
(271 |
) |
|
|
3 |
|
|
|
|
(887 |
) |
|
|
(824 |
) |
|
|
(8 |
) |
|
Consolidated operating income |
|
|
1,292 |
|
|
|
1,243 |
|
|
|
4 |
|
|
|
|
3,424 |
|
|
|
4,004 |
|
|
|
(14 |
) |
|
Operating margin: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal Express segment |
|
|
6.7 |
% |
|
|
6.3 |
% |
|
|
40 |
|
bp |
|
|
5.9 |
% |
|
|
6.3 |
% |
|
|
(40 |
) |
bp |
FedEx Freight segment |
|
|
12.5 |
% |
|
|
15.5 |
% |
|
|
(300 |
) |
bp |
|
|
15.3 |
% |
|
|
18.7 |
% |
|
|
(340 |
) |
bp |
Consolidated operating margin |
|
|
5.8 |
% |
|
|
5.7 |
% |
|
|
10 |
|
bp |
|
|
5.2 |
% |
|
|
6.1 |
% |
|
|
(90 |
) |
bp |
Consolidated net income |
|
$ |
909 |
|
|
$ |
879 |
|
|
|
3 |
|
|
|
$ |
2,444 |
|
|
$ |
2,857 |
|
|
|
(14 |
) |
|
Diluted earnings per share |
|
$ |
3.76 |
|
|
$ |
3.51 |
|
|
|
7 |
|
|
|
$ |
9.99 |
|
|
$ |
11.31 |
|
|
|
(12 |
) |
|
|
|
Year-over-Year Changes |
|
|||||||||||||
|
|
Revenue |
|
|
Operating Income (Loss) |
|
||||||||||
|
|
Three Months |
|
|
Nine Months Ended |
|
|
Three Months |
|
|
Nine Months Ended |
|
||||
Federal Express segment |
|
$ |
509 |
|
|
$ |
456 |
|
|
$ |
121 |
|
|
$ |
(215 |
) |
FedEx Freight segment |
|
|
(116 |
) |
|
|
(447 |
) |
|
|
(80 |
) |
|
|
(302 |
) |
Corporate, other, and eliminations |
|
|
29 |
|
|
|
113 |
|
|
|
8 |
|
|
|
(63 |
) |
|
|
$ |
422 |
|
|
$ |
122 |
|
|
$ |
49 |
|
|
$ |
(580 |
) |
Overview
Operating income increased 4% in the third quarter and decreased 14% in the nine months of 2025. Operating income for the third quarter and nine months of 2025 was positively affected by continued savings related to DRIVE, increased transportation segment base yields, and higher demand for U.S. ground and international export package services. Our DRIVE initiatives for the nine months of 2025 included the continued transformation of our structural network, improving the efficiency of our information technology and back-office functions, optimizing operations in Europe, and increasing linehaul efficiencies. Operating income for the third quarter and nine months of 2025 was negatively affected by increased purchased transportation and wage rates, the expiration of our contract with the U.S. Postal Service (“USPS”), higher business optimization costs, and lower fuel surcharges at FedEx Freight. The results for the nine months of 2025 were also negatively affected by one fewer operating day.
Operating income includes expenses of $179 million ($137 million, net of tax, or $0.56 per diluted share) in the third quarter and $633 million ($484 million, net of tax, or $1.98 per diluted share) in the nine months of 2025 associated with our business optimization strategy to drive efficiency and lower our overhead and support costs. We recognized $114 million ($87 million, net of tax, or $0.35 per diluted share) of expenses in the third quarter and $364 million ($278 million, net of tax, or $1.10 per diluted share) in the nine months of 2024 under this program. See the “Business Optimization Costs” section of this MD&A for more information.
Operating income includes net expenses of $38 million ($29 million, net of tax, or $0.12 per diluted share) in the third quarter of 2025 for international regulatory and legacy FedEx Ground legal matters.
We incurred costs related to the planned spin-off of FedEx Freight of $23 million ($17 million, net of tax, or $0.07 per diluted share) in the third quarter of 2025. These costs consist of $18 million related to the debt exchange offer and consent solicitation transactions discussed in Note 4 of the accompanying unaudited condensed consolidated financial statements which is included in interest, net and $5 million of professional fees which is included in other. We did not incur any FedEx Freight spin-off costs in the first half of 2025 or in the three or nine months of 2024.
We repurchased an aggregate of $497 million of our common stock through open market transactions during the third quarter of 2025. During the nine-month period ended February 28, 2025, we repurchased 8.9 million shares of FedEx common stock through accelerated share repurchase (“ASR”) and open market transactions at an average price of $281.74 per share for a total of $2.5 billion. Share repurchases had a benefit of $0.12 per diluted share for the third quarter and $0.21 per diluted share for the nine months of 2025. As of February 28, 2025, $2.6 billion remained available to be used for repurchases under the 2024 stock repurchase program.
- 23 -
See Note 1 of the accompanying unaudited condensed consolidated financial statements, “Financial Condition – Liquidity and – Liquidity Outlook” below, and Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of this Form 10-Q for additional information.
Prior year statistical information has been revised to conform to the current year presentation. The following graphs for Federal Express and FedEx Freight show selected volume trends (in thousands) calculated on a 5-day-per-week basis over the five most recent quarters:
- 24 -
Prior year statistical information has been revised to conform to the current year presentation. The following graphs for Federal Express and FedEx Freight show selected yield trends over the five most recent quarters:
- 25 -
Revenue
Revenue increased 2% in the third quarter and was flat in the nine months of 2025 primarily due to base yield improvement at both of our transportation segments and higher volume at Federal Express, offset by lower volume and fuel surcharges at FedEx Freight and unfavorable currency exchange rates. The increases in revenue during the nine months of 2025 were also offset by one fewer operating day at both of our transportation segments and reduced demand surcharges at Federal Express.
Federal Express segment revenue increased 3% in the third quarter and 1% in the nine months of 2025 primarily due to increased deferred and U.S. ground package volume and improved base yields, offset by lower priority package volume, the expiration of our contract with the USPS on September 29, 2024, and unfavorable currency exchange rates. Federal Express revenue for the nine months of 2025 was also negatively affected by one fewer operating day and reduced demand surcharges. FedEx Freight revenue decreased 5% in the third quarter and 6% in the nine months of 2025 primarily due to lower shipments, fuel surcharges, and weight per shipment, partially offset by base yield improvement. FedEx Freight revenue for the nine months of 2025 was also negatively affected by one fewer operating day. Revenue at Corporate, other, and eliminations increased in the third quarter and nine months of 2025 primarily due to higher yields and volume at FedEx Logistics, Inc. (“FedEx Logistics”).
Operating Expenses
The following table compares operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the periods ended February 28, 2025 and February 29, 2024:
|
|
Three Months Ended |
|
|
Percent |
|
|
Nine Months Ended |
|
|
Percent |
|
||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Salaries and employee benefits |
|
$ |
7,879 |
|
|
$ |
7,693 |
|
|
|
2 |
|
|
$ |
23,543 |
|
|
$ |
23,311 |
|
|
|
1 |
|
Purchased transportation |
|
|
5,634 |
|
|
|
5,345 |
|
|
|
5 |
|
|
|
16,409 |
|
|
|
15,776 |
|
|
|
4 |
|
Rentals and landing fees |
|
|
1,178 |
|
|
|
1,145 |
|
|
|
3 |
|
|
|
3,507 |
|
|
|
3,434 |
|
|
|
2 |
|
Depreciation and amortization |
|
|
1,066 |
|
|
|
1,072 |
|
|
|
(1 |
) |
|
|
3,207 |
|
|
|
3,183 |
|
|
|
1 |
|
Fuel |
|
|
889 |
|
|
|
1,140 |
|
|
|
(22 |
) |
|
|
2,911 |
|
|
|
3,569 |
|
|
|
(18 |
) |
Maintenance and repairs |
|
|
783 |
|
|
|
804 |
|
|
|
(3 |
) |
|
|
2,443 |
|
|
|
2,482 |
|
|
|
(2 |
) |
Business optimization costs |
|
|
179 |
|
|
|
114 |
|
|
|
57 |
|
|
|
633 |
|
|
|
364 |
|
|
|
74 |
|
Other |
|
|
3,260 |
|
|
|
3,182 |
|
|
|
2 |
|
|
|
9,629 |
|
|
|
9,461 |
|
|
|
2 |
|
Total operating expenses |
|
|
20,868 |
|
|
|
20,495 |
|
|
|
2 |
|
|
|
62,282 |
|
|
|
61,580 |
|
|
|
1 |
|
Operating income |
|
$ |
1,292 |
|
|
$ |
1,243 |
|
|
|
4 |
|
|
$ |
3,424 |
|
|
$ |
4,004 |
|
|
|
(14 |
) |
|
|
Percent of Revenue |
|
|
|||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and employee benefits |
|
|
35.6 |
|
% |
|
35.4 |
|
% |
|
35.8 |
|
% |
|
35.5 |
|
% |
Purchased transportation |
|
|
25.4 |
|
|
|
24.6 |
|
|
|
25.0 |
|
|
|
24.1 |
|
|
Rentals and landing fees |
|
|
5.3 |
|
|
|
5.3 |
|
|
|
5.3 |
|
|
|
5.2 |
|
|
Depreciation and amortization |
|
|
4.8 |
|
|
|
4.9 |
|
|
|
4.9 |
|
|
|
4.9 |
|
|
Fuel |
|
|
4.0 |
|
|
|
5.3 |
|
|
|
4.4 |
|
|
|
5.4 |
|
|
Maintenance and repairs |
|
|
3.6 |
|
|
|
3.7 |
|
|
|
3.7 |
|
|
|
3.8 |
|
|
Business optimization costs |
|
|
0.8 |
|
|
|
0.5 |
|
|
|
1.0 |
|
|
|
0.6 |
|
|
Other |
|
|
14.7 |
|
|
|
14.6 |
|
|
|
14.7 |
|
|
|
14.4 |
|
|
Total operating expenses |
|
|
94.2 |
|
|
|
94.3 |
|
|
|
94.8 |
|
|
|
93.9 |
|
|
Operating margin |
|
|
5.8 |
|
% |
|
5.7 |
|
% |
|
5.2 |
|
% |
|
6.1 |
|
% |
Operating income increased 4% in the third quarter and decreased 14% in the nine months of 2025. Operating income for the third quarter and nine months of 2025 was positively affected by continued savings related to DRIVE, increased transportation segment base yields, and higher demand for U.S. ground and international export package services. Operating income for the third quarter and nine months of 2025 was negatively affected by increased purchased transportation and wage rates, the expiration of our contract with the USPS, higher business optimization costs, and lower fuel surcharges at FedEx Freight. The results for the nine months of 2025 were also negatively affected by one fewer operating day.
Purchased transportation expense increased 5% in the third quarter and 4% in the nine months of 2025 primarily due to higher rates as well as an increase in commercial linehaul to support international economy volume growth and network changes, partially offset by savings from our DRIVE initiatives, lower fuel prices, and favorable currency exchange rates. Purchased transportation also increased
- 26 -
in the third quarter of 2025 due to higher U.S. ground volume. Salaries and employee benefits expense increased 2% in the third quarter and 1% in the nine months of 2025 primarily due to an increase in wage rates, increased staffing to align with higher volume, and an increase in retirement benefits due to changes in our deferred contribution plan that increased the number of eligible employees at Federal Express, partially offset by savings from our DRIVE initiatives and favorable currency exchange rates. Variable incentive compensation had a negative effect on salaries and employee benefits expense for the third quarter and a positive effect for the nine months of 2025. Other operating expenses increased 2% in both the third quarter and nine months of 2025 primarily due to an increase in self-insurance accruals. Fuel expense decreased 22% in the third quarter and 18% in the nine months of 2025 primarily due to a decrease in fuel prices and usage.
Business Optimization Costs
In the second quarter of 2023, we announced DRIVE, a comprehensive program to improve long-term profitability. This program includes a business optimization plan to drive efficiency within and among our transportation segments, lower our overhead and support costs, and transform our digital capabilities. We have commenced our plan to consolidate our sortation facilities and equipment, reduce pickup-and-delivery routes, and optimize our enterprise linehaul network by moving beyond discrete collaboration to an end-to-end optimized network through Network 2.0, the multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada.
We have implemented Network 2.0 optimization in more than 200 locations in the U.S. and Canada. Contracted service providers will handle the pickup and delivery of Federal Express packages in some locations while employee couriers will handle others.
In June 2024, Federal Express announced a workforce reduction plan in Europe as part of its ongoing measures to reduce structural costs. The plan will impact approximately 1,500 employees in Europe across back-office and commercial functions. The execution of the plan is subject to a consultation process that is expected to occur over an 18-month period in accordance with local country processes and regulations. We expect savings from the plan to be between $125 million and $175 million on an annualized basis beginning in 2027.
We incurred business optimization costs, including the workforce reduction plan in Europe, of $179 million ($137 million, net of tax, or $0.56 per diluted share) in the third quarter and $633 million ($484 million, net of tax, or $1.98 per diluted share) in the nine months of 2025. These costs were primarily related to professional services and severance and are included in Federal Express and Corporate, other, and eliminations. We incurred business optimization costs of $114 million ($87 million, net of tax, or $0.35 per diluted share) in the third quarter and $364 million ($278 million, net of tax, or $1.10 per diluted share) in the nine months of 2024. These costs were primarily related to professional services and severance and are included in Corporate, other, and eliminations and Federal Express.
We expect the pre-tax cost of the severance benefits and legal and professional fees to be provided under and related to our workforce reduction plan in Europe to range from $250 million to $300 million in cash expenditures through 2026. In the nine months of 2025, we incurred $220 million of costs related to this plan. We expect the aggregate pre-tax cost of our business optimization activities to be approximately $1.7 billion through 2025. The timing and amount of our business optimization expenses and the related cost savings from the workforce reduction plan may change as we revise and implement our plans. The identification of costs as business optimization-related expenditures is subject to our disclosure controls and procedures.
FedEx Freight Spin-Off Costs
We incurred costs related to the planned spin-off of FedEx Freight of $23 million ($17 million, net of tax, or $0.07 per diluted share) in the third quarter of 2025. These costs are included in Corporate, other, and eliminations and consist of $18 million related to the debt exchange offer and consent solicitation transactions discussed in Note 4 of the accompanying unaudited condensed consolidated financial statements which is included in interest, net and $5 million of professional fees which is included in other. We did not incur any FedEx Freight spin-off costs in the first half of 2025 or in the three or nine months of 2024.
Income Taxes
Our effective tax rate was 23.0% for the third quarter and 24.1% for the nine months of 2025, compared to 25.7% for the third quarter and 25.0% for the nine months of 2024. The third quarter 2025 tax rate was favorably impacted by a net tax benefit of $46 million arising primarily from changes in our corporate legal entity structure and revisions of prior year estimates for actual tax return results.
We are subject to taxation in the U.S. and various U.S. state, local, and foreign jurisdictions. We are currently under examination by the Internal Revenue Service for the 2016 through 2021 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next 12 months and could result in a change in our balance of unrecognized tax benefits. However, we believe we have recorded adequate amounts of tax, including interest and penalties, for any adjustments expected to occur.
- 27 -
During 2021, we filed suit in U.S. District Court for the Western District of Tennessee challenging the validity of a tax regulation related to the one-time transition tax on foreign earnings not repatriated, which was enacted as part of the Tax Cuts and Jobs Act (“TCJA”). Our lawsuit seeks to have the court declare this regulation invalid and order the refund of overpayments of U.S. federal income taxes for 2018 and 2019 attributable to the denial of foreign tax credits under the regulation. We have recorded a cumulative benefit of $226 million attributable to our interpretation of the TCJA and the Internal Revenue Code. In March 2023, the District Court ruled that the regulation is invalid and contradicts the plain terms of the tax code. On February 13, 2025, the District Court ruled again in our favor with regard to a new argument raised by the U.S. government. We continue to work towards obtaining a final judgment for the applicable refund amounts due to the regulation being invalid. Once the District Court enters a final judgment, the U.S. government could file an appeal with the U.S. Court of Appeals for the Sixth Circuit. If we are ultimately unsuccessful in defending our position, we may be required to reverse the benefit previously recorded.
Outlook
In the remainder of 2025, we expect revenue to continue to be pressured by macroeconomic conditions, including uncertainty related to international trade, negatively affecting customer demand and constraining yield growth. We anticipate a continued mix shift to deferred services offerings to negatively affect results. We will continue to execute on our DRIVE program initiatives focused on reducing our permanent cost structure, aligning our cost base with demand, and increasing the flexibility of our network. We will also continue to execute on our revenue quality strategy and pursue profitable revenue growth opportunities to mitigate the impact of the service mix shift on our yield as well as base yield pressures through surcharge management and optimizing our customer mix. We expect the benefits from DRIVE and revenue quality initiatives to be partially offset by expense headwinds related to higher global inflation, the unfavorable effect of the expiration in September 2024 of the contract for Federal Express to provide the USPS U.S. domestic transportation services, and one fewer operating day in the fourth quarter.
See the “Business Optimization Costs” section of this MD&A for additional information on our DRIVE program, workforce reduction plan in Europe, and other cost savings initiatives.
Our capital expenditures for 2025 are expected to be approximately $4.9 billion, $0.3 billion lower than 2024, as we continue to reduce our capital intensity relative to revenue. Aircraft spend is expected to decline, partially offset by increased investments in network optimization and modernization of our facilities.
We will continue to evaluate our investments in critical long-term strategic projects to ensure our capital expenditures are expected to generate high returns on investment and are balanced with our outlook for global economic conditions. For additional details on key 2025 capital projects, refer to the “Financial Condition – Capital Resources” and “Financial Condition – Liquidity Outlook” sections of this MD&A.
The uncertainty of a slowdown in the global economy, global inflation, geopolitical challenges, developments in international trade, and the effects these factors will have on the rate of growth of global trade, supply chains, fuel prices, and our business in particular, make any expectations for the remainder of 2025 inherently less certain. See “Item 1A. Risk Factors” for more information.
See the “Trends Affecting Our Business,” “Critical Accounting Estimates,” and “Forward-Looking Statements” sections of this MD&A for additional information.
RECENT ACCOUNTING GUIDANCE
See Note 1 of the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting guidance.
REPORTABLE SEGMENTS
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 (time-critical transportation) |
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
- 28 -
of these services to reflect the full cost of operating our businesses in the results of those segments. We review and evaluate the performance of FedEx Freight and our other operating segments based on operating income inclusive of these allocations.
Operating expenses for our FedEx Freight segment include allocations of these services from the Federal Express segment. These allocations also include charges and credits for administrative services provided between operating companies. The allocations of net operating costs are based on metrics such as relative revenue or estimated services provided. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.
CORPORATE, OTHER, AND ELIMINATIONS
Corporate and other includes corporate headquarters costs for executive officers and certain legal and finance functions, certain other costs and credits not attributed to our core business, and certain costs associated with developing integrated business solutions through our FedEx Dataworks, Inc. (“FedEx Dataworks”) operating segment. FedEx Dataworks is focused on creating solutions to transform the digital and physical experiences of our customers and team members.
Also included in Corporate and other are 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 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.
Operating results in Corporate, other, and eliminations improved in the third quarter and declined in the nine months of 2025. Increased business optimization costs and outside service contracts expense at FedEx Dataworks were partially offset by lower salaries and employee benefits expense at FedEx Office in both the third quarter and nine months of 2025. FedEx Logistics results also improved in the third quarter of 2025 primarily due to higher revenue and lower salaries and employee benefits expense and other operating expense, which were partially offset by higher purchased transportation expense.
Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment in order to optimize our resources. For example, during the third quarter and nine months of 2025 FedEx Freight provided road and intermodal support for Federal Express. In addition, Federal Express works with FedEx Logistics to secure air charters and other cargo space for U.S. customers. 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.
- 29 -
FEDERAL EXPRESS SEGMENT
Federal Express offers a wide range of U.S. domestic and international shipping services for delivery of packages and freight including priority, deferred, and economy services, which provide delivery on a time-definite or day-definite basis. The following table compares revenue, operating expenses, operating income (dollars in millions), operating margin, and operating expenses as a percent of revenue for the periods ended February 28, 2025 and February 29, 2024:
|
|
Three Months Ended |
|
|
Percent |
|
|
Nine Months Ended |
|
|
Percent |
|
|
||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Package: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. priority |
|
$ |
2,646 |
|
|
$ |
2,595 |
|
|
|
2 |
|
|
$ |
7,800 |
|
|
$ |
7,873 |
|
|
|
(1 |
) |
|
U.S. deferred |
|
|
1,386 |
|
|
|
1,316 |
|
|
|
5 |
|
|
|
3,736 |
|
|
|
3,710 |
|
|
|
1 |
|
|
U.S. ground |
|
|
8,986 |
|
|
|
8,363 |
|
|
|
7 |
|
|
|
25,298 |
|
|
|
24,805 |
|
|
|
2 |
|
|
Total U.S. domestic package revenue |
|
|
13,018 |
|
|
|
12,274 |
|
|
|
6 |
|
|
|
36,834 |
|
|
|
36,388 |
|
|
|
1 |
|
|
International priority |
|
|
2,097 |
|
|
|
2,317 |
|
|
|
(9 |
) |
|
|
6,534 |
|
|
|
7,034 |
|
|
|
(7 |
) |
|
International economy |
|
|
1,465 |
|
|
|
1,107 |
|
|
|
32 |
|
|
|
4,413 |
|
|
|
3,407 |
|
|
|
30 |
|
|
Total international export package revenue |
|
|
3,562 |
|
|
|
3,424 |
|
|
|
4 |
|
|
|
10,947 |
|
|
|
10,441 |
|
|
|
5 |
|
|
International domestic(1) |
|
|
1,078 |
|
|
|
1,139 |
|
|
|
(5 |
) |
|
|
3,380 |
|
|
|
3,492 |
|
|
|
(3 |
) |
|
Total package revenue |
|
|
17,658 |
|
|
|
16,837 |
|
|
|
5 |
|
|
|
51,161 |
|
|
|
50,321 |
|
|
|
2 |
|
|
Freight: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. |
|
|
286 |
|
|
|
641 |
|
|
|
(55 |
) |
|
|
1,238 |
|
|
|
1,795 |
|
|
|
(31 |
) |
|
International priority |
|
|
551 |
|
|
|
520 |
|
|
|
6 |
|
|
|
1,717 |
|
|
|
1,641 |
|
|
|
5 |
|
|
International economy |
|
|
470 |
|
|
|
438 |
|
|
|
7 |
|
|
|
1,462 |
|
|
|
1,380 |
|
|
|
6 |
|
|
Total freight revenue |
|
|
1,307 |
|
|
|
1,599 |
|
|
|
(18 |
) |
|
|
4,417 |
|
|
|
4,816 |
|
|
|
(8 |
) |
|
Other |
|
|
216 |
|
|
|
236 |
|
|
|
(8 |
) |
|
|
749 |
|
|
|
734 |
|
|
|
2 |
|
|
Total revenue |
|
|
19,181 |
|
|
|
18,672 |
|
|
|
3 |
|
|
|
56,327 |
|
|
|
55,871 |
|
|
|
1 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Salaries and employee benefits |
|
|
6,390 |
|
|
|
6,141 |
|
|
|
4 |
|
|
|
18,920 |
|
|
|
18,520 |
|
|
|
2 |
|
|
Purchased transportation |
|
|
5,196 |
|
|
|
4,954 |
|
|
|
5 |
|
|
|
15,064 |
|
|
|
14,611 |
|
|
|
3 |
|
|
Rentals and landing fees |
|
|
1,002 |
|
|
|
968 |
|
|
|
4 |
|
|
|
2,975 |
|
|
|
2,906 |
|
|
|
2 |
|
|
Depreciation and amortization |
|
|
926 |
|
|
|
933 |
|
|
|
(1 |
) |
|
|
2,779 |
|
|
|
2,787 |
|
|
|
— |
|
|
Fuel |
|
|
777 |
|
|
|
1,005 |
|
|
|
(23 |
) |
|
|
2,566 |
|
|
|
3,130 |
|
|
|
(18 |
) |
|
Maintenance and repairs |
|
|
672 |
|
|
|
697 |
|
|
|
(4 |
) |
|
|
2,106 |
|
|
|
2,151 |
|
|
|
(2 |
) |
|
Business optimization costs |
|
|
92 |
|
|
|
45 |
|
|
|
104 |
|
|
|
341 |
|
|
|
149 |
|
|
|
129 |
|
|
Intercompany allocations |
|
|
(199 |
) |
|
|
(167 |
) |
|
|
19 |
|
|
|
(591 |
) |
|
|
(510 |
) |
|
|
16 |
|
|
Other |
|
|
3,031 |
|
|
|
2,923 |
|
|
|
4 |
|
|
|
8,868 |
|
|
|
8,613 |
|
|
|
3 |
|
|
Total operating expenses |
|
|
17,887 |
|
|
|
17,499 |
|
|
|
2 |
|
|
|
53,028 |
|
|
|
52,357 |
|
|
|
1 |
|
|
Operating income |
|
$ |
1,294 |
|
|
$ |
1,173 |
|
|
|
10 |
|
|
$ |
3,299 |
|
|
$ |
3,514 |
|
|
|
(6 |
) |
|
Operating margin |
|
|
6.7 |
% |
|
|
6.3 |
% |
|
|
40 |
|
bp |
|
5.9 |
% |
|
|
6.3 |
% |
|
|
(40 |
) |
bp |
- 30 -
|
|
Percent of Revenue |
|
|
|||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and employee benefits |
|
|
33.3 |
|
% |
|
32.9 |
|
% |
|
33.6 |
|
% |
|
33.1 |
|
% |
Purchased transportation |
|
|
27.1 |
|
|
|
26.5 |
|
|
|
26.7 |
|
|
|
26.2 |
|
|
Rentals and landing fees |
|
|
5.2 |
|
|
|
5.2 |
|
|
|
5.3 |
|
|
|
5.2 |
|
|
Depreciation and amortization |
|
|
4.8 |
|
|
|
5.0 |
|
|
|
4.9 |
|
|
|
5.0 |
|
|
Fuel |
|
|
4.1 |
|
|
|
5.4 |
|
|
|
4.6 |
|
|
|
5.6 |
|
|
Maintenance and repairs |
|
|
3.5 |
|
|
|
3.7 |
|
|
|
3.7 |
|
|
|
3.8 |
|
|
Business optimization costs |
|
|
0.5 |
|
|
|
0.2 |
|
|
|
0.6 |
|
|
|
0.3 |
|
|
Intercompany allocations |
|
|
(1.0 |
) |
|
|
(0.9 |
) |
|
|
(1.0 |
) |
|
|
(0.9 |
) |
|
Other |
|
|
15.8 |
|
|
|
15.7 |
|
|
|
15.7 |
|
|
|
15.4 |
|
|
Total operating expenses |
|
|
93.3 |
|
|
|
93.7 |
|
|
|
94.1 |
|
|
|
93.7 |
|
|
Operating margin |
|
|
6.7 |
|
% |
|
6.3 |
|
% |
|
5.9 |
|
% |
|
6.3 |
|
% |
- 31 -
Prior year statistical information has been revised to conform to the current year presentation. The following table compares selected statistics (in thousands, except yield amounts) for the periods ended February 28, 2025 and February 29, 2024:
|
|
Three Months Ended |
|
|
Percent |
|
|
Nine Months Ended |
|
|
Percent |
|
||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Package Statistics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average daily package volume (ADV)(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. priority |
|
|
1,588 |
|
|
|
1,634 |
|
|
|
(3 |
) |
|
|
1,597 |
|
|
|
1,664 |
|
|
|
(4 |
) |
U.S. deferred |
|
|
1,162 |
|
|
|
1,104 |
|
|
|
5 |
|
|
|
1,048 |
|
|
|
1,027 |
|
|
|
2 |
|
U.S. ground commercial |
|
|
4,181 |
|
|
|
4,189 |
|
|
|
— |
|
|
|
4,260 |
|
|
|
4,289 |
|
|
|
(1 |
) |
U.S. ground home delivery/economy |
|
|
7,887 |
|
|
|
7,090 |
|
|
|
11 |
|
|
|
7,092 |
|
|
|
6,826 |
|
|
|
4 |
|
Total U.S. domestic ADV |
|
|
14,818 |
|
|
|
14,017 |
|
|
|
6 |
|
|
|
13,997 |
|
|
|
13,806 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
International priority |
|
|
558 |
|
|
|
663 |
|
|
|
(16 |
) |
|
|
592 |
|
|
|
665 |
|
|
|
(11 |
) |
International economy |
|
|
583 |
|
|
|
393 |
|
|
|
48 |
|
|
|
552 |
|
|
|
388 |
|
|
|
42 |
|
Total international export ADV |
|
|
1,141 |
|
|
|
1,056 |
|
|
|
8 |
|
|
|
1,144 |
|
|
|
1,053 |
|
|
|
9 |
|
International domestic(2) |
|
|
1,908 |
|
|
|
1,883 |
|
|
|
1 |
|
|
|
1,930 |
|
|
|
1,954 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total ADV |
|
|
17,867 |
|
|
|
16,956 |
|
|
|
5 |
|
|
|
17,071 |
|
|
|
16,813 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue per package (yield): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. priority |
|
$ |
26.44 |
|
|
$ |
25.20 |
|
|
|
5 |
|
|
$ |
25.70 |
|
|
|
24.78 |
|
|
|
4 |
|
U.S. deferred |
|
|
18.94 |
|
|
|
18.93 |
|
|
|
— |
|
|
|
18.77 |
|
|
|
18.91 |
|
|
|
(1 |
) |
U.S. ground |
|
|
11.82 |
|
|
|
11.77 |
|
|
|
— |
|
|
|
11.73 |
|
|
|
11.68 |
|
|
|
— |
|
U.S. domestic composite |
|
|
13.95 |
|
|
|
13.90 |
|
|
|
— |
|
|
|
13.85 |
|
|
|
13.80 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
International priority |
|
|
59.65 |
|
|
|
55.48 |
|
|
|
8 |
|
|
|
58.11 |
|
|
|
55.40 |
|
|
|
5 |
|
International economy |
|
|
39.92 |
|
|
|
44.71 |
|
|
|
(11 |
) |
|
|
42.03 |
|
|
|
46.00 |
|
|
|
(9 |
) |
International export composite |
|
|
49.57 |
|
|
|
51.47 |
|
|
|
(4 |
) |
|
|
50.35 |
|
|
|
51.94 |
|
|
|
(3 |
) |
International domestic(2) |
|
|
8.96 |
|
|
|
9.59 |
|
|
|
(7 |
) |
|
|
9.22 |
|
|
|
9.35 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Composite package yield |
|
|
15.69 |
|
|
|
15.76 |
|
|
|
— |
|
|
|
15.77 |
|
|
|
15.67 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Freight Statistics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average daily freight pounds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. |
|
|
2,201 |
|
|
|
6,067 |
|
|
|
(64 |
) |
|
|
3,440 |
|
|
|
5,674 |
|
|
|
(39 |
) |
International priority |
|
|
4,485 |
|
|
|
4,353 |
|
|
|
3 |
|
|
|
4,625 |
|
|
|
4,405 |
|
|
|
5 |
|
International economy |
|
|
10,990 |
|
|
|
11,072 |
|
|
|
(1 |
) |
|
|
11,387 |
|
|
|
11,307 |
|
|
|
1 |
|
Total average daily freight pounds |
|
|
17,676 |
|
|
|
21,492 |
|
|
|
(18 |
) |
|
|
19,452 |
|
|
|
21,386 |
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue per pound (yield): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. |
|
$ |
2.06 |
|
|
$ |
1.68 |
|
|
|
23 |
|
|
$ |
1.89 |
|
|
$ |
1.66 |
|
|
|
14 |
|
International priority |
|
|
1.95 |
|
|
|
1.90 |
|
|
|
3 |
|
|
|
1.95 |
|
|
|
1.95 |
|
|
|
— |
|
International economy |
|
|
0.68 |
|
|
|
0.63 |
|
|
|
8 |
|
|
|
0.68 |
|
|
|
0.64 |
|
|
|
6 |
|
Composite freight yield |
|
|
1.17 |
|
|
|
1.18 |
|
|
|
(1 |
) |
|
|
1.20 |
|
|
|
1.18 |
|
|
|
2 |
|
- 32 -
Federal Express Segment Revenue
Federal Express segment revenue increased 3% in the third quarter and 1% in the nine months of 2025 primarily due to increased deferred and U.S. ground package volume and improved yields, partially offset by decreases from lower priority package and U.S. freight volume and unfavorable currency exchange rates. Revenue in the nine months of 2025 was also negatively affected by one fewer operating day and reduced demand surcharges.
Yield:
U.S. domestic composite package yield increased slightly in both the third quarter and nine months of 2025 primarily due to higher base rates from our continued focus on revenue quality. U.S. freight yield increased 23% in the third quarter and 14% in the nine months of 2025 primarily due to the expiration of our contract with the USPS on September 29, 2024. International export composite package yield decreased 4% in the third quarter and 3% in the nine months of 2025 primarily due to unfavorable service mix. Package and freight yields were also negatively affected by reduced demand surcharges in the nine months of 2025.
Volume:
International economy package volume increased 48% in the third quarter and 42% in the nine months of 2025 primarily due to continued growth in our deferred service offerings as a result of strengthening e-commerce. U.S. ground home delivery/economy package volume increased 11% in the third quarter and 4% in the nine months of 2025 primarily due to increased demand for our services and, in the third quarter of 2025, the timing of cyber week. International priority package volume decreased 16% in the third quarter and 11% in the nine months of 2025 driven by softness in the global industrial economy. U.S. average daily freight pounds decreased 64% in the third quarter and 39% in the nine months of 2025 primarily due to the expiration of our contract with the USPS on September 29, 2024. U.S. priority package volume decreased 3% in the third quarter and 4% in the nine months of 2025 primarily due to economic softness and lower consumer spending.
Federal Express Segment Operating Income
Federal Express segment operating income increased 10% in the third quarter of 2025 due to higher base yields and volume, partially offset by increased operating expenses. Federal Express segment operating income decreased 6% in the nine months of 2025 due to increased operating expenses and one fewer operating day, partially offset by higher base yields and volume. The increase in operating expenses in the third quarter and nine months of 2025 was driven by increased wage and purchased transportation rates, business optimization costs, and increased employee benefits, partially offset by lower fuel prices and continued benefits from DRIVE initiatives that drove a reduction in our permanent cost structure. These initiatives included the continued transformation of our structural network, improving the efficiency of our information technology and back-office functions, optimizing operations in Europe, and increasing linehaul efficiencies. Currency exchange rates had a negative effect on revenue and a positive effect on expenses and operating income in the third quarter and nine months of 2025.
Purchased transportation expense increased 5% in the third quarter and 3% in the nine months of 2025 primarily due to higher rates as well as an increase in commercial linehaul to support international economy volume growth and network changes, partially offset by savings from our DRIVE initiatives and lower fuel prices. Purchased transportation also increased in the third quarter of 2025 due to higher U.S. ground volume. Salaries and employee benefits expense increased 4% in the third quarter and 2% in the nine months of 2025 primarily due to an increase in wage rates, increased staffing to align with peak demand, and an increase in retirement benefits due to changes to our defined contribution plan which increased the number of eligible employees, partially offset by savings from our DRIVE initiatives. In addition, variable incentive compensation was higher in the third quarter and lower in the nine months of 2025. Other operating expense increased 4% in the third quarter and 3% in the nine months of 2025 primarily due to higher self-insurance accruals. Fuel expense decreased 23% in the third quarter and 18% in the nine months of 2025 due to decreases in fuel prices and usage resulting from lower flight hours.
Federal Express segment results include business optimization costs of $92 million in the third quarter and $341 million in the nine months of 2025. Federal Express segment results include business optimization costs of $45 million in the third quarter and $149 million in the nine months of 2024. See the “Business Optimization Costs” section of this MD&A for more information.
In July 2023, Federal Express’s pilots failed to ratify the tentative successor agreement that was approved by the Air Line Pilots Association, International’s FedEx Master Executive Council in the prior month. The ongoing bargaining process has no effect on our operations. See Note 1 of the accompanying unaudited condensed consolidated financial statements for additional information.
- 33 -
FEDEX FREIGHT SEGMENT
FedEx Freight LTL service offerings include priority services when speed is critical and economy services when time can be traded for savings. The following table compares revenue, operating expenses, operating income (dollars in millions), operating margin, selected statistics, and operating expenses as a percent of revenue for the periods ended February 28, 2025 and February 29, 2024:
|
|
Three Months Ended |
|
|
Percent |
|
|
Nine Months Ended |
|
|
Percent |
|
|
||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
||||||
Revenue |
|
$ |
2,089 |
|
|
$ |
2,205 |
|
|
|
(5 |
) |
|
$ |
6,595 |
|
|
$ |
7,042 |
|
|
|
(6 |
) |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Salaries and employee benefits |
|
|
939 |
|
|
|
959 |
|
|
|
(2 |
) |
|
|
2,899 |
|
|
|
2,962 |
|
|
|
(2 |
) |
|
Purchased transportation |
|
|
202 |
|
|
|
218 |
|
|
|
(7 |
) |
|
|
602 |
|
|
|
668 |
|
|
|
(10 |
) |
|
Rentals |
|
|
72 |
|
|
|
70 |
|
|
|
3 |
|
|
|
215 |
|
|
|
209 |
|
|
|
3 |
|
|
Depreciation and amortization |
|
|
113 |
|
|
|
108 |
|
|
|
5 |
|
|
|
335 |
|
|
|
297 |
|
|
|
13 |
|
|
Fuel |
|
|
112 |
|
|
|
134 |
|
|
|
(16 |
) |
|
|
344 |
|
|
|
437 |
|
|
|
(21 |
) |
|
Maintenance and repairs |
|
|
85 |
|
|
|
78 |
|
|
|
9 |
|
|
|
255 |
|
|
|
247 |
|
|
|
3 |
|
|
Intercompany charges |
|
|
142 |
|
|
|
132 |
|
|
|
8 |
|
|
|
433 |
|
|
|
405 |
|
|
|
7 |
|
|
Other |
|
|
163 |
|
|
|
165 |
|
|
|
(1 |
) |
|
|
500 |
|
|
|
503 |
|
|
|
(1 |
) |
|
Total operating expenses |
|
|
1,828 |
|
|
|
1,864 |
|
|
|
(2 |
) |
|
|
5,583 |
|
|
|
5,728 |
|
|
|
(3 |
) |
|
Operating income |
|
$ |
261 |
|
|
$ |
341 |
|
|
|
(23 |
) |
|
$ |
1,012 |
|
|
$ |
1,314 |
|
|
|
(23 |
) |
|
Operating margin |
|
|
12.5 |
% |
|
|
15.5 |
% |
|
|
(300 |
) |
bp |
|
15.3 |
% |
|
|
18.7 |
% |
|
|
(340 |
) |
bp |
Average daily shipments (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Priority |
|
|
58.2 |
|
|
|
61.5 |
|
|
|
(5 |
) |
|
|
61.2 |
|
|
|
65.4 |
|
|
|
(6 |
) |
|
Economy |
|
|
26.9 |
|
|
|
27.7 |
|
|
|
(3 |
) |
|
|
28.2 |
|
|
|
28.9 |
|
|
|
(2 |
) |
|
Total average daily shipments |
|
|
85.1 |
|
|
|
89.2 |
|
|
|
(5 |
) |
|
|
89.4 |
|
|
|
94.3 |
|
|
|
(5 |
) |
|
Weight per shipment (lbs): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Priority |
|
|
935 |
|
|
|
974 |
|
|
|
(4 |
) |
|
|
943 |
|
|
|
979 |
|
|
|
(4 |
) |
|
Economy |
|
|
877 |
|
|
|
885 |
|
|
|
(1 |
) |
|
|
870 |
|
|
|
880 |
|
|
|
(1 |
) |
|
Composite weight per shipment |
|
|
917 |
|
|
|
946 |
|
|
|
(3 |
) |
|
|
920 |
|
|
|
949 |
|
|
|
(3 |
) |
|
Revenue per shipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Priority |
|
$ |
360.68 |
|
|
$ |
363.21 |
|
|
|
(1 |
) |
|
$ |
359.19 |
|
|
$ |
360.47 |
|
|
|
— |
|
|
Economy |
|
|
408.56 |
|
|
|
414.79 |
|
|
|
(2 |
) |
|
|
405.72 |
|
|
|
412.84 |
|
|
|
(2 |
) |
|
Composite revenue per shipment |
|
$ |
375.81 |
|
|
$ |
379.26 |
|
|
|
(1 |
) |
|
$ |
373.85 |
|
|
$ |
376.53 |
|
|
|
(1 |
) |
|
Revenue per hundredweight: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Priority |
|
$ |
38.57 |
|
|
$ |
37.31 |
|
|
|
3 |
|
|
$ |
38.11 |
|
|
$ |
36.80 |
|
|
|
4 |
|
|
Economy |
|
|
46.59 |
|
|
|
46.89 |
|
|
|
(1 |
) |
|
|
46.66 |
|
|
|
46.92 |
|
|
|
(1 |
) |
|
Composite revenue per hundredweight |
|
$ |
41.00 |
|
|
$ |
40.10 |
|
|
|
2 |
|
|
$ |
40.66 |
|
|
$ |
39.68 |
|
|
|
2 |
|
|
|
|
Percent of Revenue |
|
|
|||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and employee benefits |
|
|
44.9 |
|
% |
|
43.5 |
|
% |
|
43.9 |
|
% |
|
42.1 |
|
% |
Purchased transportation |
|
|
9.7 |
|
|
|
9.9 |
|
|
|
9.1 |
|
|
|
9.5 |
|
|
Rentals |
|
|
3.4 |
|
|
|
3.1 |
|
|
|
3.3 |
|
|
|
3.0 |
|
|
Depreciation and amortization |
|
|
5.4 |
|
|
|
4.9 |
|
|
|
5.1 |
|
|
|
4.2 |
|
|
Fuel |
|
|
5.4 |
|
|
|
6.1 |
|
|
|
5.2 |
|
|
|
6.2 |
|
|
Maintenance and repairs |
|
|
4.1 |
|
|
|
3.5 |
|
|
|
3.9 |
|
|
|
3.5 |
|
|
Intercompany charges |
|
|
6.8 |
|
|
|
6.0 |
|
|
|
6.6 |
|
|
|
5.7 |
|
|
Other |
|
|
7.8 |
|
|
|
7.5 |
|
|
|
7.6 |
|
|
|
7.1 |
|
|
Total operating expenses |
|
|
87.5 |
|
|
|
84.5 |
|
|
|
84.7 |
|
|
|
81.3 |
|
|
Operating margin |
|
|
12.5 |
|
% |
|
15.5 |
|
% |
|
15.3 |
|
% |
|
18.7 |
|
% |
FedEx Freight Segment Revenue
FedEx Freight segment revenue decreased 5% in the third quarter and 6% in the nine months of 2025 primarily due to lower shipments and yields. Revenue was also negatively affected by one fewer operating day in the nine months of 2025.
- 34 -
Average daily shipments decreased 5% in both the third quarter and nine months of 2025 due to reduced demand for our services, primarily resulting from macroeconomic conditions. Revenue per shipment decreased 1% in both the third quarter and nine months of 2025 primarily due to lower fuel surcharges and weight per shipment, partially offset by base yield improvement resulting from our continued focus on revenue quality.
FedEx Freight Segment Operating Income
FedEx Freight segment operating income decreased 23% in both the third quarter and nine months of 2025 primarily due to lower revenue, partially offset by reduced operating expenses. Operating income was also negatively affected by one fewer operating day in the nine months of 2025.
Combined fuel and purchased transportation expense decreased 11% in the third quarter and 14% in the nine months of 2025 due to decreased shipments and lower fuel prices. Salaries and employee benefits expense decreased 2% in both the third quarter and nine months of 2025 primarily due to reduced staffing to align with lower volumes, partially offset by higher wage rates. Depreciation expense increased 13% in the nine months of 2025 primarily due to a gain on the sale of facilities in the second quarter of 2024 and investments in information technology and transportation equipment.
FINANCIAL CONDITION
LIQUIDITY
Cash and cash equivalents totaled $5.1 billion at February 28, 2025, compared to $6.5 billion at May 31, 2024. The following table provides a summary of our cash flows for the nine-month periods ended February 28, 2025 and February 29, 2024 (in millions):
|
|
2025 |
|
|
2024 |
|
||
Operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
2,444 |
|
|
$ |
2,857 |
|
Business optimization costs, net of payments |
|
|
114 |
|
|
|
(50 |
) |
Other noncash charges and credits |
|
|
6,058 |
|
|
|
5,777 |
|
Changes in assets and liabilities |
|
|
(4,099 |
) |
|
|
(2,970 |
) |
Cash provided by operating activities |
|
|
4,517 |
|
|
|
5,614 |
|
Investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
(2,582 |
) |
|
|
(3,974 |
) |
Purchase of investments |
|
|
(197 |
) |
|
|
(110 |
) |
Proceeds from sale of investments |
|
|
77 |
|
|
|
24 |
|
Proceeds from asset dispositions and other |
|
|
42 |
|
|
|
94 |
|
Cash used in investing activities |
|
|
(2,660 |
) |
|
|
(3,966 |
) |
Financing activities: |
|
|
|
|
|
|
||
Principal payments on debt |
|
|
(89 |
) |
|
|
(143 |
) |
Proceeds from stock issuances |
|
|
472 |
|
|
|
265 |
|
Dividends paid |
|
|
(1,008 |
) |
|
|
(949 |
) |
Purchases of common stock |
|
|
(2,517 |
) |
|
|
(2,000 |
) |
Other |
|
|
(30 |
) |
|
|
(7 |
) |
Cash used in financing activities |
|
|
(3,172 |
) |
|
|
(2,834 |
) |
Effect of exchange rate changes on cash |
|
|
(51 |
) |
|
|
(26 |
) |
Net decrease in cash and cash equivalents |
|
$ |
(1,366 |
) |
|
$ |
(1,212 |
) |
Cash and cash equivalents at the end of period |
|
$ |
5,135 |
|
|
$ |
5,644 |
|
Cash Provided by Operating Activities. Cash flows from operating activities decreased $1.1 billion in the nine months of 2025 primarily due to working capital changes driven by a decrease in accrued incentive compensation and other liabilities and an increase in accounts receivable, partially offset by an increase in accounts payable from the nine months of 2024.
Cash Used in Investing Activities. Capital expenditures decreased during the nine months of 2025 primarily due to decreased spending on aircraft and related equipment, facilities and other, and vehicles and trailers. See “Capital Resources” for a discussion of capital expenditures during 2025.
Financing Activities. We repurchased an aggregate of $497 million of our common stock through open market transactions during the third quarter of 2025. During the nine months of 2025, we repurchased 8.9 million shares of FedEx common stock through ASR and open market transactions at an average price of $281.74 per share for a total of $2.5 billion. See Note 1 of the accompanying
- 35 -
unaudited condensed consolidated financial statements, “Liquidity Outlook” below, and Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” for additional information.
CAPITAL RESOURCES
Our operations are capital intensive, characterized by significant investments in aircraft, package handling and sort equipment, technology, vehicles and trailers, and facilities. The amount and timing of capital investments depend on various factors, including pre-existing contractual commitments, anticipated volume growth, domestic and international economic conditions, new or enhanced services, geographical expansion of services, availability of satisfactory financing, and actions of regulatory authorities.
The following table compares capital expenditures by asset category and reportable segment for the periods ended February 28, 2025 and February 29, 2024 (in millions):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Percent Change |
|
|||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||
Aircraft and related equipment |
|
$ |
367 |
|
|
$ |
329 |
|
|
$ |
630 |
|
|
$ |
1,484 |
|
|
|
12 |
|
|
|
(58 |
) |
Package handling and ground support equipment |
|
|
208 |
|
|
|
217 |
|
|
|
618 |
|
|
|
644 |
|
|
|
(4 |
) |
|
|
(4 |
) |
Information technology |
|
|
107 |
|
|
|
142 |
|
|
|
366 |
|
|
|
437 |
|
|
|
(25 |
) |
|
|
(16 |
) |
Vehicles and trailers |
|
|
99 |
|
|
|
243 |
|
|
|
373 |
|
|
|
539 |
|
|
|
(59 |
) |
|
|
(31 |
) |
Facilities and other |
|
|
216 |
|
|
|
448 |
|
|
|
595 |
|
|
|
870 |
|
|
|
(52 |
) |
|
|
(32 |
) |
Total capital expenditures |
|
$ |
997 |
|
|
$ |
1,379 |
|
|
$ |
2,582 |
|
|
$ |
3,974 |
|
|
|
(28 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal Express segment |
|
$ |
844 |
|
|
$ |
1,217 |
|
|
$ |
2,145 |
|
|
$ |
3,623 |
|
|
|
(31 |
) |
|
|
(41 |
) |
FedEx Freight segment |
|
|
129 |
|
|
|
139 |
|
|
|
359 |
|
|
|
280 |
|
|
|
(7 |
) |
|
|
28 |
|
Other |
|
|
24 |
|
|
|
23 |
|
|
|
78 |
|
|
|
71 |
|
|
|
4 |
|
|
|
10 |
|
Total capital expenditures |
|
$ |
997 |
|
|
$ |
1,379 |
|
|
$ |
2,582 |
|
|
$ |
3,974 |
|
|
|
(28 |
) |
|
|
(35 |
) |
Capital expenditures decreased in the third quarter primarily due to decreased spending on facilities and other and vehicles and trailers at Federal Express. Capital expenditures decreased in the nine months of 2025 primarily due to decreased spending on aircraft and related equipment, facilities and other, and vehicles and trailers at Federal Express.
GUARANTOR FINANCIAL INFORMATION
We are providing the following information in compliance with Rule 13-01 of Regulation S-X, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” with respect to our senior unsecured debt securities and Pass-Through Certificates, Series 2020-1AA (the “Certificates”).
The $19.1 billion principal amount of the senior unsecured notes were issued by FedEx under a shelf registration statement and are guaranteed by certain direct and indirect subsidiaries of FedEx (“Guarantor Subsidiaries”). FedEx owns, directly or indirectly, 100% of each Guarantor Subsidiary. The guarantees are (1) unsecured obligations of the respective Guarantor Subsidiary, (2) rank equally with all of their other unsecured and unsubordinated indebtedness, and (3) are full and unconditional and joint and several. If we sell, transfer, or otherwise dispose of all of the capital stock or all or substantially all of the assets of a Guarantor Subsidiary to any person that is not an affiliate of FedEx, the guarantee of that Guarantor Subsidiary will terminate, and holders of debt securities will no longer have a direct claim against such subsidiary under the guarantee. See Note 4 of the accompanying unaudited condensed consolidated financial statements for information regarding the exchange offer and consent solicitation transactions related to the guarantee of FedEx Freight that were completed during the third quarter of 2025.
Additionally, FedEx fully and unconditionally guarantees the payment obligation of Federal Express in respect of the $737 million principal amount of the Certificates. See Note 4 of the accompanying unaudited condensed consolidated financial statements and Note 6 to the financial statements included in our Annual Report for additional information regarding the terms of the Certificates.
- 36 -
The following tables present summarized financial information for FedEx (as Parent) and the Guarantor Subsidiaries on a combined basis after transactions and balances within the combined entities have been eliminated.
Parent and Guarantor Subsidiaries
The following table presents the summarized balance sheet information as of February 28, 2025 and May 31, 2024 (in millions):
|
|
February 28, 2025 |
|
|
May 31, 2024 |
|
||
Current Assets |
|
$ |
9,420 |
|
|
$ |
10,618 |
|
Intercompany Receivable |
|
|
3,953 |
|
|
|
4,625 |
|
Total Assets |
|
|
81,915 |
|
|
|
83,880 |
|
Current Liabilities |
|
|
10,112 |
|
|
|
9,658 |
|
Intercompany Payable |
|
|
— |
|
|
|
— |
|
Total Liabilities |
|
|
51,550 |
|
|
|
52,551 |
|
The following table presents the summarized statement of income information for the nine-month period ended February 28, 2025 (in millions):
Revenue |
|
$ |
48,582 |
|
Intercompany Charges, net |
|
|
(2,878 |
) |
Operating Income |
|
|
3,035 |
|
Intercompany Charges, net |
|
|
177 |
|
Income Before Income Taxes |
|
|
2,387 |
|
Net Income |
|
$ |
1,675 |
|
The following tables present summarized financial information for FedEx (as Parent Guarantor) and Federal Express (as Subsidiary Issuer) on a combined basis after transactions and balances within the combined entities have been eliminated.
Parent Guarantor and Subsidiary Issuer
The following table presents the summarized balance sheet information as of February 28, 2025 and May 31, 2024 (in millions):
|
|
February 28, 2025 |
|
|
May 31, 2024 |
|
||
Current Assets |
|
$ |
9,383 |
|
|
$ |
4,473 |
|
Intercompany Receivable |
|
|
772 |
|
|
|
7,399 |
|
Total Assets |
|
|
70,884 |
|
|
|
62,900 |
|
Current Liabilities |
|
|
9,272 |
|
|
|
5,958 |
|
Intercompany Payable |
|
|
— |
|
|
|
— |
|
Total Liabilities |
|
|
48,426 |
|
|
|
38,962 |
|
The following table presents the summarized statement of income information for the nine-month period ended February 28, 2025 (in millions):
Revenue |
|
$ |
41,760 |
|
Intercompany Charges, net |
|
|
(3,487 |
) |
Operating Income |
|
|
2,238 |
|
Intercompany Charges, net |
|
|
(21 |
) |
Income Before Income Taxes |
|
|
2,396 |
|
Net Income |
|
$ |
1,835 |
|
- 37 -
LIQUIDITY OUTLOOK
In response to current business and economic conditions as referenced above in the “Outlook” section of this MD&A, we are continuing to actively manage and optimize our capital allocation in response to the slowdown in the economy, inflationary pressures, changing fuel prices, geopolitical conflicts, and uncertainty regarding international trade. We held $5.1 billion in cash and cash equivalents at February 28, 2025 and had $3.5 billion in available liquidity under our $1.75 billion three-year credit agreement (the “Three-Year Credit Agreement”) and $1.75 billion five-year credit agreement (the “Five-Year Credit Agreement” and together with the Three-Year Credit Agreement, the “Credit Agreements”), and we believe that our cash and cash equivalents, cash from operations, and available financing sources will be adequate to meet our liquidity needs, which include operational requirements, expected capital expenditures, voluntary pension contributions, dividend payments, and stock repurchases. In the third quarter of 2025, we began incurring costs and expenses related to the planned spin-off of FedEx Freight, which are expected to be significant but will not materially adversely affect our liquidity.
We repurchased an aggregate of $497 million of our common stock in the third quarter of 2025 through open market transactions. For the nine months of 2025, we completed $2.5 billion in share repurchases through ASR and open market transactions. See Note 1 of the accompanying unaudited condensed consolidated financial statements and “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” for more information. Depending on market conditions, our liquidity needs, and other factors, we may consider repurchasing additional shares of our common stock during the fourth quarter of 2025.
Our cash and cash equivalents balance at February 28, 2025 includes $2.7 billion of cash in foreign jurisdictions associated with our permanent reinvestment strategy. We are able to access the majority of this cash without a material tax cost and do not believe that the indefinite reinvestment of these funds impairs our ability to meet our U.S. domestic debt or working capital obligations.
Our capital expenditures for 2025 are expected to be approximately $4.9 billion, $0.3 billion lower than 2024, as we continue to reduce our capital intensity relative to revenue. Aircraft spend is expected to decline, partially offset by increased investments in network optimization and modernization of our facilities.
There have been no material changes to the contractual commitments described in Part II, Item 7 in our Annual Report. We do not have any guarantees or other off-balance sheet financing arrangements, including variable interest entities, which we believe could have a material effect on our financial condition or liquidity.
We have several aircraft modernization programs under way that are supported by the purchase of Boeing 777 Freighter and Boeing 767-300 Freighter aircraft. These aircraft are significantly more fuel-efficient per unit than the aircraft types previously utilized, and these expenditures are necessary to achieve significant long-term operating savings and to replace older aircraft. Our ability to delay the timing of these aircraft-related expenditures is limited without incurring significant costs to modify existing purchase agreements. In March 2025, Federal Express exercised options to purchase an additional eight B777F aircraft, three of which are expected to be delivered in calendar year 2026 and five of which are expected to be delivered in calendar year 2027. Additionally, we have extended the retirement of the entire Boeing MD-11 fleet from 2028 to the end of 2032.
The Three-Year Credit Agreement and the Five-Year Credit Agreement expire in March 2027 and March 2029, respectively. 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. See Note 4 of the accompanying unaudited condensed consolidated financial statements for more information.
We have a shelf registration statement filed with the Securities and Exchange Commission (“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.
During the nine months of 2025, we made voluntary contributions of $800 million to our tax-qualified U.S. domestic pension plan (“U.S. Pension Plan”). There are currently no required minimum contributions to our U.S. Pension Plan, and we maintain a credit balance related to our cumulative excess voluntary pension contributions over those required that exceeds $3.0 billion. The credit balance is subtracted from plan assets to determine the minimum funding requirements. Therefore, we have the flexibility to eliminate all required contributions to our U.S. Pension Plan for several years. Our U.S. Pension Plan has ample funds to meet expected benefit payments.
On February 14, 2025, our Board of Directors declared a quarterly cash dividend of $1.38 per share of common stock. The dividend will be paid on April 1, 2025 to stockholders of record as of the close of business on March 10, 2025. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis.
Standard & Poor’s has assigned us a senior unsecured debt credit rating of BBB, a Certificates rating of AA-, a commercial paper rating of A-2, and a ratings outlook of “stable.” Moody’s Investors Service has assigned us an unsecured debt credit rating of Baa2, a
- 38 -
Certificates rating of Aa3, a commercial paper rating of P-2, and a ratings outlook of “stable.” Our interest expense may increase in the event of a reduction in our credit rating. If our unsecured debt or commercial paper ratings are reduced to below investment grade, our access to the capital markets may become limited.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a complex, global corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and new or better information.
GOODWILL. Goodwill is tested for impairment between annual tests whenever events or circumstances make it more likely than not that the fair value of a reporting unit has fallen below its carrying value. In connection with our one FedEx consolidation plan, we reevaluated the conclusion of our 2024 goodwill impairment tests as of June 1, 2024, and concluded that the estimated fair values of our reporting units with significant goodwill continued to exceed their carrying values. We do not believe there has been any additional change of events or circumstances that would indicate that additional reevaluation of the goodwill of our reporting units is required as of February 28, 2025, nor do we believe the goodwill of our reporting units is at risk of failing impairment testing. For additional details on goodwill impairment testing, refer to Note 1 to the financial statements included in our Annual Report.
Information regarding our critical accounting estimates can be found in our Annual Report, including Note 1 to the financial statements therein. Management has discussed the development and selection of these critical accounting estimates with the Audit and Finance Committee of our Board of Directors and with our independent registered public accounting firm.
OTHER MATTERS
In March 2025, FedEx submitted a claim to the USPS in accordance with the dispute provisions of the parties’ contract, seeking recovery of losses arising between October 1, 2020 and September 30, 2023 from the USPS’s diversion of mail to other carriers in breach of the contract between Federal Express and the USPS executed in April 2013.
FORWARD-LOOKING STATEMENTS
Certain statements in this report, including (but not limited to) those contained in “General,” “Trends Affecting Our Business,” “Business Optimization Costs,” “Income Taxes,” “Outlook,” “Liquidity Outlook,” “Legal Proceedings,” and “Risk Factors” and the “Description of Business Segments and Summary of Significant Accounting Policies,” “Financing Arrangements,” “Retirement Plans,” “Commitments,” and “Contingencies” notes to our unaudited condensed consolidated financial statements, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance, and business and the assumptions underlying such statements. Forward-looking statements include those preceded by, followed by, or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “forecasts,” “projects,” “intends,” or similar expressions. These forward-looking statements, which are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA as well as protections afforded by other federal securities laws, involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements because of, among other things, potential risks and uncertainties, such as:
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As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of February 28, 2025, there were no material changes in our market risk sensitive instruments and positions since our disclosures in our Annual Report.
The principal foreign currency exchange rate risks to which we are exposed relate to the euro, Chinese yuan, British pound, Canadian dollar, Australian dollar, Mexican peso, Hong Kong dollar, and Japanese yen. Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenue than our expenses, as a significant portion of our expenses are
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denominated in U.S. dollars, such as aircraft and fuel expenses. During the nine months of 2025, the U.S. dollar was weaker relative to the currencies of the foreign countries in which we operate, and the weaker dollar had a positive effect on our results.
While we have market risk for changes in the price of vehicle and jet fuel, this risk is largely mitigated by our indexed fuel surcharges. For additional discussion of our indexed fuel surcharges, see the “Results of Operations and Outlook — Consolidated Results —Fuel” section of “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition” included in our Annual Report.
Item 4. Controls and Procedures
The management of FedEx, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to FedEx management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of February 28, 2025 (the end of the period covered by this Quarterly Report on Form 10-Q).
During our fiscal quarter ended February 28, 2025, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a description of all material pending legal proceedings, see Note 10 of the accompanying unaudited condensed consolidated financial statements, which is incorporated by reference herein. In connection with the one FedEx consolidation, effective June 1, 2024, Federal Express assumed liability for all pending litigation to which FedEx Ground and FedEx Services were previously party.
Item 1A. Risk Factors
Other than the risk factors set forth below, there have been no material changes from the risk factors disclosed in our Annual Report in response to 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 operations, financial condition, and the price of our common stock.
The planned spin-off of FedEx Freight may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial and strategic benefits. In December 2024, we announced our intention to separate FedEx Freight from our portfolio structure through the creation of a separate publicly traded company (“NewCo”). The planned separation, which would be implemented through the spin-off of shares of NewCo to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026. Completion of the planned spin-off is subject to the final approval of our Board of Directors and will be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, the receipt and continuing validity of a private letter ruling from the Internal Revenue Service (“IRS”) and/or favorable opinions of our U.S. tax advisors with respect to the tax-free nature of the transaction, the receipt of other regulatory and contractual approvals, and the availability of financing for NewCo on satisfactory terms. The proposed spin-off is complex in nature, and unanticipated changes or developments could delay or prevent the completion of the spin-off or cause the spin-off to occur on terms or conditions that are different or less favorable than expected.
Whether or not we complete the spin-off, we may face significant challenges in connection with the transaction, including, without limitation:
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There can be no assurance that the spin-off, if completed, will achieve the intended financial and strategic benefits (which are based on a number of assumptions, some or all of which may prove to be incorrect) or provide greater value to our stockholders than that reflected in the current price of our common stock, or that the dis-synergies of the transaction (including costs of related restructuring transactions) will not exceed the anticipated amounts. The market price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the uncertainties described above. Changes in the stockholder base of FedEx and/or NewCo following the planned spin-off could also cause the price of either company’s common stock to fluctuate.
If the planned spin-off occurs, FedEx and NewCo will each be smaller, less diversified companies with more concentrated areas of focus. As a result, FedEx and NewCo may become more vulnerable to changing macroeconomic and market conditions; the results of operations, cash flows, effective tax rate, and other financial and operating metrics of each company may be subject to increased volatility; and the ability of each company to fund capital expenditures and investments, pay dividends, and service debt may be diminished.
To the extent challenges related to the planned spin-off of NewCo adversely affect our business, they may also have the effect of heightening other risks disclosed in our Annual Report, any of which could materially and adversely affect our business, results of operations, and the price of our common stock. Such risks include, but are not limited to, our ability to execute our DRIVE transformation, Network 2.0, and broader business strategy and effectively respond to changes in market dynamics and customer preferences; disruptions to our technology infrastructure, including through cyberattack or cyber-intrusion, ransomware attack, or malware attack; our ability to achieve or demonstrate progress on our goal of carbon neutrality for our global operations by calendar 2040; and our ability to maintain our strong reputation and the value of the FedEx brand.
A significant data breach or other disruption to our technology infrastructure could disrupt our operations and result in the loss of critical sensitive or confidential information, adversely affecting our reputation, business, or results of operations. Our ability to attract and retain customers, efficiently operate our businesses, execute our DRIVE transformation, and compete effectively increasingly depend in part upon the sophistication, security, and reliability of our technology network, including our ability to provide features of service that are important to our customers, to protect our confidential business information and the information provided by our customers, and to maintain customer confidence in our ability to protect our systems and to provide services consistent with their expectations. For example, we rely on information technology to receive shipment information in advance of physical receipt of packages, to track items that move through our delivery systems, to efficiently plan deliveries, to clear shipments through customs, to execute billing processes, and to track and report financial and operational data. We are subject to risks imposed by data breaches and operational disruptions, both random and targeted, including through cyberattack or cyber-intrusion, ransomware attack, malware attack, or denial of service attack by computer hackers, foreign governments and state-sponsored actors, cyber terrorists and hacktivists, cyber criminals, malicious employees or other insiders of FedEx or third-party service providers, and other groups and individuals. Data breaches and other technology disruptions of companies and governments continue to increase as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased and we, our customers, and third parties increasingly store and transmit data by means of connected information technology systems. Additionally, risks such as code anomalies, “Acts of God,” transitional challenges in migrating operating company functionality to our FedEx enterprise automation platforms, data leakage, cyber-fraud, and human error pose a direct threat to our products, services, systems, and data and could result in unauthorized or block legitimate access to sensitive or confidential data regarding our operations, customers, employees, and suppliers, including personal information.
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The technology infrastructure of acquired businesses, as well as their practices related to the use and maintenance of data, could also present issues that we were not able to identify prior to the acquisition. For example, ShopRunner, which we acquired in 2021, collects and stores certain personal data of its merchants and their buyers, its partners, consumers with whom it has a direct relationship, and users of its applications. Additionally, it uses third-party service providers and subprocessors to help deliver services to merchants and their buyers. These service providers and subprocessors may store or access personal data and/or other confidential information. The foregoing factors increase the risk of data incidents and the amount of potential exposure in the event of a data breach.
We also depend on and interact with the technology and systems of third parties, including our customers and third-party service providers such as cloud service providers and delivery services. Certain third parties host, process, or have access to information we maintain about our company, customers, employees, and vendors and/or operate systems that are critical to our business operations and services. Like us, these third parties are subject to risks imposed by data breaches, cyberattacks, and other events or actions that could damage, disrupt, or close down their networks or systems. We have security processes, protocols, and standards in place, including contractual provisions requiring such security measures, that are applicable to such third parties and are designed to protect information that is held by them, or to which they have access, as a result of their engagements with us. A cyberattack has and may in the future defeat one or more of such third parties’ security measures, allowing an attacker to obtain information about our company, customers, employees, and vendors or disrupt our operations. Certain third parties also have and may in the future experience operational disruptions or human error that could result in unauthorized access to sensitive or confidential data regarding our operations, customers, employees, and suppliers, including personal information. See “Failure of third-party service providers to perform as expected, or disruptions in our relationships with those providers or their provision of services to FedEx, could have a material adverse effect on our business and results of operations” under “Item 1A. Risk Factors” of our Annual Report for more information. The information systems of one of our third-party service providers recently experienced a security breach that resulted in unauthorized access to the third-party’s cloud environment, including certain systems that contained our data. To date this incident has not had a material adverse effect on our business or results of operations. However, there can be no assurance that this incident or similar events will not have such an effect in the future.
From time to time we experience disruptions to our complex, global technology infrastructure, including our computer systems and websites. Such events could result in the loss of confidential business or customer information; require substantial repairs or replacements, resulting in significant costs; and lead to the temporary or permanent transfer by customers of some or all of their business to our competitors. The foregoing could harm our reputation and adversely affect our business, customer service, and results of operations. Additionally, a security breach could require us to devote significant management resources to address the problems created. These types of adverse effects could also occur in the event the confidentiality, integrity, or availability of company and customer information was compromised due to a data loss by FedEx or a trusted third party.
We or the third parties with which we share information may not discover any security breach and loss of information for a significant period of time after the security breach occurs. Even if we detect a cybersecurity incident, the nature and extent of the incident may not be immediately clear. It may also not be clear how best to contain and remediate any harm caused by the cybersecurity incident, and certain errors or actions could be repeated or compounded before they are discovered and remediated. Based on the sophistication of threat actors and the size and complexity of our information systems and network environment, among other factors, an investigation into a cybersecurity incident could take a significant amount of time to complete. In addition, while the investigation of a cybersecurity incident is ongoing, we may not know the full extent of the harm caused by a threat actor, and such harm may spread both internally and to certain customers, vendors, or other third parties. Additionally, our logging capabilities and the logging capabilities of third parties are not always complete or sufficiently detailed, which could affect our ability to fully investigate and understand the scope of security events. Given the age, size, and complexity of our computer systems and network environment, patches for certain vulnerabilities may not exist and, even where patches or other risk-mitigating activities are available, the development of patches or execution of risk-mitigating actions may not occur before an underlying vulnerability is exploited or results in the compromise of our information systems or data. A significant number of our employees as well as customers and others with whom we do business continue to work remotely or in hybrid models, which may heighten these risks. These risks may also be heightened by our DRIVE transformation, including Network 2.0 and our recently completed one FedEx consolidation.
Furthermore, we are subject to an increasing number of cybersecurity compliance and reporting obligations in different jurisdictions that vary in their scope and application, creating conflicting reporting requirements. These factors and the time spent to comply may inhibit our ability to quickly provide complete and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public. Any or all of these factors could further increase the costs and consequences of a cybersecurity incident on our business and results of operations. See “Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding data protection.” under “Item 1A. Risk Factors” of our Annual Report for additional information on risks related to legal and regulatory developments with respect to data protection.
We have invested and continue to invest in technology security initiatives, information-technology risk management, business continuity, and disaster recovery plans, including investments to retire and replace end-of-life systems. The development and maintenance of these measures is costly and requires ongoing monitoring and updating as technologies change and efforts to
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overcome security measures become increasingly more frequent, intense, and sophisticated. Despite our efforts, we are not fully insulated from data breaches, technology disruptions, data loss, and cyber-fraud, which could adversely affect our competitiveness and results of operations. See “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended May 31, 2021 for information regarding the 2017 NotPetya cyberattack at TNT Express and immaterial cyber incidents we experienced in 2017 and 2018. Additionally, we and our third-party service providers, vendors, and suppliers have experienced repeated attempts by cyber criminals, some of which have been successful, to gain access to customer accounts for the purposes of fraudulently diverting and misappropriating items being transported in our network, fraudulently charging shipment fees to customer or franchisee accounts, and fraudulently sending e-mails to recipients purporting to be from FedEx. To date, none of these fraudulent cyber activities have caused a material disruption to our systems or resulted in any material costs to FedEx.
Our security processes and initiatives may be unable to detect or prevent a breach or disruption in the future. Additionally, the rapid ongoing evolution and increased adoption of emerging technologies such as artificial intelligence and machine learning may make it more difficult to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of the cyber events described above. While we have insurance coverage designed to address certain aspects of cyber risks in place, we cannot be certain that such coverage will be sufficient to cover claims, that we will continue to be able to obtain such coverage in amounts we deem sufficient, that our insurance carriers will pay on our insurance claims, or that we will not experience a claim for which coverage is not provided.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On February 4, 2025, we acquired RouteSmart Technologies, Inc. (“RouteSmart”), a global leader in route planning and optimization solutions. The consideration paid to certain former stockholders of RouteSmart consisted in part of 359,052 unregistered shares of our common stock valued at approximately $90 million as of the acquisition date.
The foregoing transaction did not involve any underwriters or underwriting discounts or commissions. The shares of our common stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, in a privately negotiated transaction not involving any public offerings or solicitations. See Note 5 of the accompanying unaudited condensed consolidated financial statements for additional information regarding this transaction.
Issuer Purchases of Equity Securities
The following table provides information on FedEx’s repurchases of our common stock during the third quarter of 2025:
Period |
|
Total Number of |
|
|
Average Price |
|
|
Total Number of |
|
|
|
Approximate |
|
||||
Dec. 1-31, 2024 |
|
|
540,000 |
|
|
$ |
276.78 |
|
|
|
540,000 |
|
|
|
$ |
2,911 |
|
Jan. 1-31, 2025 |
|
|
1,258,310 |
|
|
$ |
276.03 |
|
|
|
1,258,310 |
|
|
|
$ |
2,564 |
|
Feb. 1-28, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
$ |
2,564 |
|
Total |
|
|
1,798,310 |
|
|
|
|
|
|
1,798,310 |
|
|
|
$ |
2,564 |
|
|
In March 2024, our Board of Directors authorized a stock repurchase program for repurchases of up to $5.0 billion of FedEx common stock. As part of the 2024 repurchase program, we repurchased 1.8 million shares for $497 million in the open market during the third quarter of 2025. As of March 20, 2025, approximately $2.6 billion remained available to be used for repurchases under the 2024 stock repurchase program. Shares under the program may be repurchased from time to time in the open market or in privately negotiated transactions. No time limits were set for completion of the program; however, we may decide to suspend or discontinue the program.
See Note 1 of the accompanying unaudited condensed consolidated financial statements for additional information and “Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition – Financial Condition – Liquidity Outlook” for information regarding potential stock repurchases during the remainder of 2025.
Item 5. Other Information
During the quarter ended February 28, 2025,
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Item 6. Exhibits
Exhibit Number |
|
Description of Exhibit |
|
|
|
3.1 |
|
|
|
|
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3.2 |
|
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|
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|
4.1 |
|
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|
|
4.2 |
|
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|
|
4.3 |
|
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|
4.4 |
|
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|
|
4.5 |
|
|
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|
|
4.6 |
|
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|
4.7 |
|
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4.8 |
|
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4.9 |
|
|
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4.10 |
|
|
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4.11 |
|
|
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4.12 |
|
|
|
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4.13 |
|
|
|
|
|
4.14 |
|
|
|
|
|
4.15 |
|
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|
|
|
4.16 |
|
|
|
|
|
4.17 |
|
|
|
|
|
4.18 |
|
|
|
|
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4.19 |
|
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4.20 |
|
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4.21 |
|
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4.22 |
|
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4.23 |
|
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4.24 |
|
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4.25 |
|
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4.26 |
|
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4.27 |
|
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4.28 |
|
|
|
|
|
4.29 |
|
|
|
|
|
4.30 |
|
|
|
|
|
4.31 |
|
|
|
|
|
*10.1 |
|
FedEx Corporation Supplemental Short Term Disability Plan, effective January 1, 2025. |
|
|
|
*10.2 |
|
FedEx Corporation Supplemental Long Term Disability Plan, effective January 1, 2025. |
|
|
|
15.1 |
|
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|
|
|
22 |
|
List of Guarantor Subsidiaries and Subsidiary Issuers of Guaranteed Securities. |
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
101.1 |
|
Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”). |
|
|
|
104.1 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101.1).
|
* Management Contracts/Compensatory Plans or Arrangements.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
FedEx Corporation |
|
|
|
|
Date: March 20, 2025 |
|
|
/s/ Guy M. Erwin II |
|
|
|
Guy M. Erwin II |
|
|
|
Corporate Vice President and |
|
|
|
Chief Accounting Officer |
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