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Form 8-K

sec.gov

8-K — FEDEX CORP

Accession: 0001048911-26-000128

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001048911

SIC: 4513 (AIR COURIER SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fdx-20261028.htm (Primary)

EX-99.1 (fdx-earningsreleasety2026q3.htm)

GRAPHIC (fdx-20261028_g1.jpg)

GRAPHIC (image.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fdx-20261028.htm · Sequence: 1

fdx-20261028

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

Delaware

62-1721435

(State or other jurisdiction of (IRS Employer

incorporation) Identification No.)

942 South Shady Grove Road, Memphis, Tennessee

38120

(Address of principal executive offices) (ZIP Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, par value $0.10 per share FDX New York Stock Exchange

1.625% Notes due 2027 FDX 27 New York Stock Exchange

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

0.450% Notes due 2029 FDX 29B New York Stock Exchange

4.000% Notes due 2030 FDX 30A New York Stock Exchange

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

3.500% Notes due 2032 FDX 32 New York Stock Exchange

0.950% Notes due 2033 FDX 33 New York Stock Exchange

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

4.625% Notes due 2034 FDX 34A New York Stock Exchange

4.125% Notes due 2037 FDX 37 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

EXPLANATORY NOTE

The information in this Report, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SECTION 2. FINANCIAL INFORMATION.

Item 2.02. Results of Operations and Financial Condition.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx Corporation’s press release, dated October 28, 2026, announcing its financial results for the fiscal quarter ended September 30, 2026.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit

Number

Description

99.1

Press Release of FedEx Corporation dated October 28, 2026.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FedEx Corporation

Date: October 28, 2026

By:

/s/ Claude F. Russ

Claude F. Russ

Enterprise Vice President, Finance and

Interim Chief Financial Officer and

Interim Chief Accounting Officer

EX-99.1

EX-99.1

Filename: fdx-earningsreleasety2026q3.htm · Sequence: 2

Document

FedEx Reports Strong Third Quarter Results

Completed $2 Billion of Share Repurchases in June-September Period

Raises Full-year Calendar 2026 Earnings Outlook

MEMPHIS, Tenn., October 28, 2026 ... FedEx Corp. (NYSE: FDX) today reported the following consolidated results for the quarter ended September 30 (adjusted measures exclude the items listed below):

Three Months Ended

(Continuing Operations)

September 30, 2026 September 30, 2025

As Reported

(GAAP) Adjusted

(non-GAAP) As Reported

(GAAP) Adjusted

(non-GAAP)

Revenue $22.9 billion $22.9 billion $20.4 billion $20.4 billion

Operating income $1.07 billion $1.20 billion $0.97 billion $1.03 billion

Operating margin 4.7% 5.3% 4.8% 5.1%

Net income $0.29 billion $0.90 billion $0.65 billion $0.69 billion

Diluted EPS $1.21 $3.74 $2.73 $2.93

This year’s and last year’s quarterly consolidated results have been adjusted for:

Three Months Ended

Impact per diluted share September 30, 2026 September 30, 2025

Loss on short-term investment $5.18 $—

Gain on extinguishment of debt (1.97) —

Restructuring, exit and other costs (0.68) 0.20

Consolidated operating results improved in the third quarter, driven by increased package base yields, higher package volumes, and continued structural cost reductions from business optimization initiatives. These factors were partially offset by increased purchased transportation rates, higher wage rates and variable compensation expenses, and the financial impact of global trade policy changes.

“As our strong operating results and adjusted free cash flow demonstrate, FedEx is winning across high-value market segments while we optimize our network, driving an increase to our full-year outlook,” said Raj Subramaniam, FedEx Corp. president and chief executive officer. “As we advance our transformation, we

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remain committed to disciplined operational execution to reduce our cost-to-serve while focusing on profitable growth. We have the right strategy in place to continue to be the world’s premier B2B parcel and air freight provider, leverage our digital insights to unlock new markets, and use disciplined capital allocation to create additional stockholder value.”

Express U.S. Domestic segment operating income increased during the quarter, driven by higher package yields, increased package volume, improved service mix, and continued cost savings from transformation initiatives. These factors were partially offset by increased purchased transportation rates, and higher salaries and benefits expenses.

Express International segment operating results increased during the quarter, primarily due to increased base yields, higher international export volume, and increased freight weight. These factors were partially offset by higher wage rates, increased purchased transportation rates, and the financial impact of global trade policy changes.

FedEx Freight Spin-Off

FedEx completed the spin-off of FedEx Freight on June 1, 2026, retaining a 19.9% ownership interest in FedEx Freight. FedEx recognized a loss of $1.2 billion during the quarter within “Gain/(loss) on short-term investment” on the income statement. The carrying value of this equity security totaled $3.3 billion at September 30, 2026 and is recorded within “Short-term investment” in the condensed consolidated balance sheets.

FedEx utilized cash proceeds from the approximately $4.1 billion dividend received from FedEx Freight following the spin-off, as well as cash on hand, to fund cash tender offers for approximately $4.9 billion aggregate principal amount of outstanding debt securities, resulting in a non-GAAP, pre-tax gain of $627 million.

FedEx Supply Chain Sale

On October 1, 2026, FedEx completed the sale of its subsidiary FedEx Supply Chain to CMA CGM Group for a purchase price of approximately $1.4 billion. The transaction represents another important step in the ongoing transformation of FedEx, advancing its strategy to simplify its portfolio, sharpen its focus, and concentrate resources on the areas where the company is best positioned to create long-term value.

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2027 Rate Increases

As previously announced, effective January 4, 2027, FedEx parcel shipping rates will increase by an average of 5.9%. Details related to these and additional changes to rates and surcharges are available at fedex.com/en-us/shipping/rate-changes.html.

Cash and Capital Returns

Cash on-hand as of September 30, 2026 was $8 billion, which included approximately $2.7 billion in IEEPA tariff refunds held for refund to customers.

FedEx completed $2.0 billion in stock repurchases via open market and accelerated share repurchase transactions in June through September. Approximately 6.3 million shares were repurchased, with the decrease in outstanding shares benefiting third quarter results by $0.02 per diluted share. FedEx will continue to be opportunistic with stock repurchases. As of September 30, 2026, $4.3 billion remained available for repurchases under the company’s 2026 stock repurchase authorization.

“Our solid third quarter results and higher 2026 financial outlook reflect the focused execution of our strategy, demonstrating momentum toward our 2029 financial targets,” said Claude Russ, FedEx Corp. enterprise vice president and interim chief financial officer. “Our decision to repurchase $2 billion of FedEx stock displays our conviction in achieving our 2029 financial targets and our commitment to deploy our strong free cash flow to increase stockholder returns.”

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Outlook

For calendar year 2026, FedEx is revising its forecast as follows:

Financial Metric

Forecast Value1

Additional Details & Exclusions

Revenue Growth ~12% YoY Compared to the prior forecast of ~11%.

Diluted EPS

(Continuing Operations) $35.30 to $35.90 Compared to the prior forecast of $16.55 to $17.75 per diluted share, which excluded impacts related to MTM accounting for the FedEx Freight investment and gain on extinguishment of debt. Prior to additional CY26 MTM adjustments for retirement plan accounting.

Adjusted Diluted EPS

(Continuing Operations) $18.00 to $18.60 Compared to the prior forecast of $16.90 to $18.10 per diluted share. Also excludes MTM adjustments for retirement plan accounting, adjustments related to MTM accounting for the FedEx Freight investment, gain on extinguishment of debt, and restructuring, exit and other costs.

Effective Tax Rate

(ETR) ~22.5% Compared to the prior forecast of ~23%. Prior to MTM adjustments for retirement plan accounting, adjustments related to MTM accounting for the FedEx Freight investment, and a $263 million deferred income tax benefit on FedEx Supply Chain basis difference.

Pension Contributions $475 million Unchanged from the prior forecast.

Capital Spending $3.9 billion Unchanged from the prior forecast. Prioritizes investments in network optimization and efficiency improvement, including fleet and facility modernization and automation.

(1) As of October 28, 2026

These forecasts assume FedEx’s current economic forecast and fuel price expectations, and no additional adverse economic, geopolitical, or international trade-related developments. FedEx’s ETR and EPS forecasts are based on current law and related regulations and guidance.

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Corporate Overview

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenue of $90 billion, the company offers integrated business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked among the world's most admired and trusted employers, FedEx inspires its more than 450,000 employees to remain focused on safety, the highest ethical and professional standards and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit fedex.com/about.

Additional information and operating data are contained in the company’s annual report, Form 10-K, Form 10-Qs, Form 8-Ks and Statistical Books. These materials, as well as a webcast of the earnings release conference call to be held at 5:30 p.m. EDT on October 28, are available on the company’s website at investors.fedex.com. A replay of the conference call webcast will be posted on our website following the call.

The Investor Relations page of our website, investors.fedex.com, contains a significant amount of information about FedEx, including our SEC filings and financial and other information for investors. The information that we post on our Investor Relations website could be deemed to be material information. We encourage investors, the media and others interested in the company to visit this website from time to time, as information is updated and new information is posted.

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding expected cost savings, future financial targets, business strategies, management’s views with respect to future events and financial performance, and the assumptions underlying such expected cost savings, targets, strategies, and statements. Forward-looking statements include those preceded by, followed by or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends,” “determined to,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions in the global markets in which we operate; uncertainty and additional volatility in the global trade environment; our ability to successfully implement our business strategies and global transformation program and network optimization initiatives, including Network 2.0 and Tricolor, effectively

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respond to changes in market dynamics, and achieve the anticipated benefits of such strategies and actions; our ability to achieve our cost reduction initiatives and financial performance goals, including our 2029 financial performance targets; our ability to achieve the anticipated benefits of the tax-free full separation of the FedEx Freight business into a new publicly traded company (the “FedEx Freight Spin-Off”); the possibility of disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs in connection with the FedEx Freight Spin-Off; the timing and amount of any costs or benefits or any specific outcome, transaction, or change (of which there can be no assurance), or the terms, timing, and structure thereof, related to our global transformation program and other ongoing reviews and initiatives; a significant data breach or other disruption to our technology infrastructure; damage to our reputation or loss of brand equity; our ability to meet our labor and purchased transportation needs while controlling related costs; 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; the effect of any international conflicts or terrorist activities, including as a result of the current conflicts between Russia and Ukraine and in the Middle East; evolving or new U.S. domestic or international laws and government regulations, policies, and actions, including regulatory and/or legal compliance requirements that can affect our ability to efficiently or fully utilize our aircraft; changes in fuel prices or currency exchange rates, including significant increases in fuel prices as a result of the ongoing conflicts between Russia and Ukraine and in the Middle East and other geopolitical and regulatory developments; the effect of intense competition; our ability to match capacity to shifting volume levels; an increase in self-insurance accruals and expenses; failure to receive or collect expected insurance coverage; loss or delay in the collection of accounts receivable, including those related to tariffs in light of recent judicial rulings; the effect of technology developments, including autonomous technology and artificial intelligence; our ability to effectively operate, integrate, leverage, and grow acquired businesses and complete and realize the anticipated benefits of acquisitions and other strategic transactions including FedEx's investment in InPost, as a consortium member, and related commercial agreements; noncash impairment charges related to our goodwill and certain deferred tax assets; the future rate of e-commerce growth; future guidance, regulations, interpretations, challenges, or judicial decisions related to tariffs and our tax positions; labor-related disruptions; legal challenges or changes related to service providers contracted to conduct certain linehaul and pickup-and-delivery operations and the drivers providing services on their behalf and the coverage of U.S. employees at Federal Express Corporation under the Railway Labor Act of 1926, as amended; our ability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography; the effects of a widespread outbreak of an illness or any other communicable disease or public health crises; any liability resulting from and the costs of defending against litigation, including refunds of tariffs; our ability to achieve or demonstrate progress on our goal of carbon-neutral operations by 2040; successful completion

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of future stock repurchases; and other factors which can be found in FedEx Corp.’s and its subsidiaries’ press releases and FedEx Corp.’s filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 and subsequent Quarterly Reports on Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Media Contact:

Caitlin Maier

901-434-8100

mediarelations@fedex.com

Investor Relations Contact:

Jeni Hollander

901-818-7200

ir@fedex.com

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RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

TO GAAP FINANCIAL MEASURES

Results for the three months ended September 30, 2026 and 2025

The company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP” or “reported”). We have supplemented the reporting of our financial information determined in accordance with GAAP with certain non-GAAP (or “adjusted”) financial measures, including our adjusted consolidated operating income and margin, income taxes, net income and diluted earnings per share, adjusted Express U.S. Domestic segment operating income and margin, and adjusted Express International segment operating income and margin for the 3-months ended September 30, 2026 and 2025. These financial measures are based on continuing operations and have been adjusted to exclude the effects of the following items (as applicable):

•Gain/Loss on retained investment in FedEx Freight: On June 1, 2026, FedEx completed the spin-off of FedEx Freight into an independent, publicly traded company (the “Spin-Off”). Following the Spin-Off, we retained a 19.9% ownership interest in FedEx Freight, which is accounted for as an equity security and recorded at fair value. Changes in fair value are recognized through net income.

•Gain on extinguishment of debt: On July 14, 2026, FedEx utilized the cash proceeds from the dividend received from FedEx Freight in connection with the Spin-Off, as well as cash on hand, to complete cash tender offers for certain outstanding debt securities. The gain on partial extinguishment is net of a proportional amount of the related unamortized discount, premium and debt issuance costs attributable to the repurchased securities.

•Restructuring, exit and other costs incurred: These costs relate to the multi-year restructuring, business realignment, and exit activities designed to improve operating efficiency, reduce costs, or optimize FedEx’s business portfolio. These costs also include those related to the Spin-Off and FedEx’s change in fiscal year end from May 31 to December 31. These costs were primarily related to severance, incentive payments to contracted service providers, and professional services.

◦Deferred income tax benefit on FedEx Supply Chain basis difference: A $263 million deferred income tax benefit has been recorded for the difference in the U.S. income tax and US GAAP book basis with respect to the FedEx Supply Chain business that was classified to held for sale in the third quarter.

The income tax effect of these costs is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment. The impact of these non-GAAP items on the company's

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effective tax rate represents the difference in the effective tax rate calculated with and without the non-GAAP adjustment.

We believe these adjusted financial measures facilitate analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of, or are unrelated to, the company's and our business segments' core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. These adjustments are consistent with how management views our businesses. Management uses these non-GAAP financial measures in making financial, operating, and planning decisions and evaluating the company's and each business segments' ongoing performance.

Our non-GAAP financial measures are intended to supplement and should be read together with, and are not an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of our financial statements should not place undue reliance on these non-GAAP financial measures. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. As required by SEC rules, the tables below present a reconciliation of our presented non-GAAP financial measures to the most directly comparable GAAP measures.

Calendar 2026 Earnings Per Share and Effective Tax Rate Forecasts

Our calendar 2026 EPS forecast is a non-GAAP financial measure because it excludes MTM adjustments for retirement plan accounting, MTM accounting for the FedEx Freight investment, gain on extinguishment of debt, and estimated restructuring, exit and other costs.

Our calendar 2026 ETR forecast is a non-GAAP financial measure because it excludes the effect of MTM adjustments for retirement plan accounting, MTM accounting for the FedEx Freight investment, and a $263 million deferred income tax benefit on FedEx Supply Chain basis difference.

We have provided these non-GAAP financial measures for the same reasons that were outlined above for historical non-GAAP measures. The adjustments reflected in our calendar 2026 EPS and ETR forecasts are excluded for the same reasons described above for the corresponding historical non-GAAP measures.

We are unable to predict the amount of the additional MTM adjustments for retirement plan accounting and MTM accounting for the FedEx Freight investment, as they are significantly affected by changes in interest rates and the financial markets, so such adjustments are not included in our calendar 2026 EPS and ETR forecasts. For this reason, a full reconciliation of our calendar 2026 EPS

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and ETR forecasts to the most directly comparable GAAP measures is impracticable. It is reasonably possible, however, that our calendar 2026 MTM adjustments for retirement plan accounting and MTM accounting for the FedEx Freight investment could have a material effect on our calendar 2026 consolidated financial results and ETR.

The table below titled “Calendar 2026 Diluted Earnings Per Share Forecast” outlines the effects of the items that are excluded from our calendar 2026 EPS forecast, other than additional MTM adjustments for retirement plan accounting and MTM accounting for the FedEx Freight investment.

THREE MONTHS ENDED SEPTEMBER 30, 2026

FedEx Corporation

Diluted

Earnings

Per Share

Operating

Income

Taxes(1)

Net

Income(2)

In millions, except per share amounts Income Margin

GAAP measure $ 1,067  4.7  % $ 134  $ 290  $ 1.21

Loss on short-term investment(3)

—  —  % —  1,238  5.18

Gain on extinguishment of debt(3)

—  —  % (159) (468) (1.97)

Restructuring, exit and other costs(4)

130  0.6  % 294  (164) (0.68)

Non-GAAP measure $ 1,197  5.3  % $ 269  $ 896  $ 3.74

Express U.S. Domestic Segment

Operating

In millions Income Margin

GAAP measure $ 946  6.4  %

Restructuring, exit and other costs 26  0.2  %

Non-GAAP measure $ 972  6.6  %

Express International Segment

Operating

In millions Income Margin

GAAP measure $ 220  2.9  %

Restructuring, exit and other costs 77  1.0  %

Non-GAAP measure $ 297  3.9  %

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THREE MONTHS ENDED SEPTEMBER 30, 2025

FedEx Corporation

Diluted

Earnings

Per Share

Operating

Income

Taxes(1)

Net

Income(2)

In millions, except per share amounts Income Margin

GAAP measure $ 972  4.8  % $ 269  $ 645  $ 2.73

Restructuring, exit and other costs(4)

61  0.3  % 13  48  0.20

Non-GAAP measure $ 1,033  5.1  % $ 282  $ 693  $ 2.93

Express U.S. Domestic Segment

Operating

In millions Income Margin

GAAP measure $ 884  6.6  %

Restructuring, exit and other costs 21  0.2  %

Non-GAAP measure $ 905  6.8  %

Express International Segment

Operating

In millions Income Margin

GAAP measure $ 192  3.0  %

Restructuring, exit and other costs 4  0.1  %

Non-GAAP measure $ 196  3.1  %

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CALENDAR 2026 DILUTED EARNINGS PER SHARE FORECAST

Diluted Earnings Per Share

In millions, except per share amounts

Adjustments

Diluted earnings per share from continuing operations (GAAP)(5)

$35.30 to $35.90

Restructuring, exit and other costs $579

Gain on short-term investment (3,254)

MTM adjustment for retirement plan accounting (788)

Gain on extinguishment of debt (627)

Total adjustments $(4,090)

Income tax effect(1)

(50)

Net of tax effect

$(4,140) (17.30)

Diluted earnings per share with adjustments (non-GAAP)(5)

$18.00 to $18.60

Notes:

(1) Income taxes are based on the approximate statutory tax rates applicable to

each transaction. FedEx Corporation three months ended September 30, 2026, Income Taxes for “Restructuring, exit and other costs” includes a $263 million deferred income tax benefit on a FedEx Supply Chain basis difference. This benefit is also included in the “Income tax effect” line item above.

(2) Effect of “total other (expense) income” on net income from continuing operations is not shown.

(3) These expenses were recognized at Corporate, other, and eliminations.

(4) These expenses were recognized at Express U.S. Domestic, Express International, and Corporate, other, and eliminations.

(5) Additional MTM adjustments for retirement plan accounting and adjustments related to MTM accounting for the FedEx Freight investment, which are impracticable to calculate at this time, are excluded.

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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended Nine Months Ended

In millions, except per share amounts September 30, 2026 September 30, 2025 Percent

Change September 30, 2026 September 30, 2025 Percent

Change

Revenue:

Express U.S. Domestic segment $ 14,710  $ 13,392  10      $ 43,190  $ 38,636  12

Express International segment 7,465  6,363  17  21,371  18,509  15

Corporate, other, and eliminations(1)

680  677  —  2,012  2,059  (2)

Total Revenue 22,855  20,432  12  66,573  59,204  12

Operating Expenses:

Salaries and employee benefits 7,434  7,078  5  22,503  20,508  10

Purchased transportation 6,455  5,419  19  17,953  15,508  16

Rentals and landing fees 1,183  1,129  5  3,499  3,293  6

Fuel 1,270  774  64  3,434  2,257  52

Depreciation and amortization 967  972  (1) 2,949  2,912  1

Maintenance and repairs 794  784  1  2,264  2,218  2

Other, net 3,685  3,304  12  10,658  9,888  8

Total Operating Expenses 21,788  19,460  12  63,260  56,584  12

Operating income (loss):

Express U.S. Domestic segment 946  884  7  3,205  2,646  21

Express International segment 220  192  15  447  326  37

Corporate, other, and eliminations(1)

(99) (104) 5  (339) (352) 4

Total Operating Income 1,067  972  10  3,313  2,620  26

Other (Expense) Income:

Gain/(loss) on short-term investment (1,238) —  NM 3,254  —  NM

Interest, net (66) (125) (47) (304) (364) (16)

Other, non-operating, net 661  67  887  1,583  545  191

Total Other (Expense) Income (643) (58) 1009  4,533  181  2405

Income Before Income Taxes 424  914  (54) 7,846  2,801  180

Provision for Income Taxes 134  269  (50) 763  706  8

Income from continuing operations

290  645  (55) 7,083  2,095  238

Income from discontinued operations, net of taxes

—  275  NM 112  1,034  (89)

Net Income $ 290  $ 920  (68) $ 7,195  $ 3,129  130

Continuing operations $ 1.21  $ 2.73  (56) $ 29.42  $ 8.76  236

Discontinued operations —  1.16  NM 0.47  4.32  (89)

Diluted Earnings Per Share $ 1.21  $ 3.89  (69) $ 29.89  $ 13.08  129

Weighted Average Common and

Common Equivalent Shares 239  237  1  240  239  1

Capital Expenditures $ 844  $ 587  44  $ 2,859  $ 2,720  5

(1) – Includes the FedEx Office, FedEx Supply Chain, and FedEx Dataworks operating segments.

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FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In millions, except share amounts September 30, 2026 December 31, 2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents $ 7,961  $ 6,531

Receivables, less allowances 10,886  11,957

Short-term investment 3,254  —

Prepaid expenses and other 2,256  1,361

Spare parts, supplies, and fuel, less allowances

646  615

Current assets of discontinued operations —  1,111

Total current assets 25,003  21,575

PROPERTY AND EQUIPMENT, NET 39,686  38,736

OTHER LONG-TERM ASSETS

Operating lease right-of-use assets, net 14,407  14,715

Goodwill and other assets 11,329  10,448

Equity method investment 2,501  —

Non-current assets of discontinued operations —  4,837

Total other long-term assets 28,237  30,000

TOTAL ASSETS $ 92,926  $ 90,311

LIABILITIES AND COMMON STOCKHOLDERS' INVESTMENT

CURRENT LIABILITIES

Accrued and other liabilities $ 9,651  $ 8,509

Accounts and notes payable 6,959  4,355

Accrued salaries and employee benefits 2,230  2,610

Current liabilities of discontinued operations —  711

Total current liabilities 18,840  16,185

LONG-TERM DEBT, LESS CURRENT PORTION 17,304  20,302

OTHER LONG-TERM LIABILITIES

Operating lease liabilities 12,262  12,671

Self-insurance accruals 4,320  4,163

Deferred income taxes 3,011  3,486

Other liabilities 2,621  2,480

Non-current liabilities of discontinued operations —  1,743

Total other long-term liabilities 22,214  24,543

COMMITMENTS AND CONTINGENCIES

COMMON STOCKHOLDERS' INVESTMENT

Common stock, $0.10 par value, 800 million shares authorized 32  32

Additional paid-in capital 4,861  4,418

Retained earnings 49,677  43,110

Accumulated other comprehensive loss (1,766) (1,342)

Treasury stock, at cost (18,236) (16,937)

Total common stockholders' investment 34,568  29,281

TOTAL LIABILITIES AND COMMON STOCKHOLDERS' INVESTMENT $ 92,926  $ 90,311

14

FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended

In millions September 30, 2026 September 30, 2025

Operating Activities:

Net income $ 7,195  $ 3,129

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization 3,142  3,215

Other noncash items, net 2,205  2,385

Gain on short-term investment (3,254) —

Gain from early extinguishment of debt (627) —

Changes in operating assets and liabilities, net (1,213) (2,091)

Cash provided by operating activities 7,448  6,638

Investing Activities:

Purchase of equity method investment (2,501) —

Capital expenditures (3,045) (2,925)

Purchase of investments (512) (149)

Proceeds from sale of investments 438  88

Proceeds from asset dispositions and other investing activities, net 44  89

Cash used in investing activities (5,576) (2,897)

Financing Activities:

Proceeds from debt issuances 8,943  997

Principal payments on debt (7,142) (741)

Proceeds from stock issuances 1,010  102

Dividends paid (979) (1,008)

Purchases of common stock (2,000) (1,732)

Distribution attributable to the Spin-Off (251) —

Other, net (67) (31)

Cash used in financing activities (486) (2,413)

Effect of exchange rate changes on cash (56) 204

Net increase in cash and cash equivalents 1,330  1,532

Cash and cash equivalents from continuing operations at beginning of period 6,531  4,854

Cash and cash equivalents from discontinued operations at beginning of period

100  76

Cash and cash equivalents at end of period $ 7,961  $ 6,462

Note: The condensed consolidated statements of cash flows herein have not been recast to reflect discontinued operations for any periods presented.

15

EXPRESS U.S. DOMESTIC SEGMENT

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended Nine Months Ended

In millions September 30, 2026 September 30, 2025 Percent

Change September 30, 2026 September 30, 2025 Percent

Change

Revenue:

U.S. Package:

U.S. priority $ 3,142  $ 2,826  11  $ 9,121  $ 8,144  12

U.S. deferred 1,406  1,302  8  4,219  3,794  11

U.S. ground 9,545  8,748  9  28,086  25,338  11

Total package revenue 14,093  12,876  9  41,426  37,276  11

U.S. Freight 366  315  16  1,032  900  15

Other 251  201  25  732  460  59

Total revenue 14,710 13,392 10  43,190 38,636 12

Operating expenses:

Salaries and employee benefits 4,624 4,471 3  14,200 12,914 10

Purchased transportation 4,473 3,778 18  12,372 10,718 15

Rentals and landing fees 687 674 2  2,041 1,979 3

Fuel 410 263 56  1,129 773 46

Depreciation and amortization 647 656 (1) 1,954 1,960 —

Maintenance and repairs 529 498 6  1,500 1,405 7

Other, net 2,394 2,168 10  6,789 6,241 9

Total operating expenses 13,764 12,508 10  39,985 35,990 11

Operating income $ 946 $ 884 7  $ 3,205 $ 2,646 21

Operating margin 6.4% 6.6% (20)  bp 7.4% 6.8% 60   bp

16

EXPRESS U.S. DOMESTIC SEGMENT

OPERATING STATISTICS

(Unaudited)

Three Months Ended Nine Months Ended

In thousands, except yield amounts September 30, 2026 September 30, 2025 Percent

Change September 30, 2026 September 30, 2025 Percent

Change

PACKAGE STATISTICS

Avg. daily package volume (ADV)(1):

U.S. priority 1,742  1,681  4       1,696  1,629  4

U.S. deferred 1,056  1,074  (2) 1,069  1,052  2

U.S. ground commercial 4,521  4,370  3  4,404  4,244  4

U.S. ground home delivery/economy 7,051  6,969  1  6,968  6,773  3

Total U.S. domestic ADV 14,370  14,094  2  14,137  13,698  3

Revenue per package (yield):

U.S. priority $ 28.18  $ 26.27  7  $ 28.15  $ 26.17  8

U.S. deferred 20.81  18.96  10  20.66  18.88  9

U.S. ground 12.89  12.05  7  12.93  12.04  7

U.S. domestic composite $ 15.32  $ 14.28  7  $ 15.34  $ 14.25  8

FREIGHT STATISTICS

Average daily freight pounds:

U.S. freight 2,426  2,202  10  2,275  2,208  3

Revenue per pound (yield):

U.S. freight $ 2.36  $ 2.23  6  $ 2.38  $ 2.13  12

Operating days 64  64  —  191  191  —

(1) – ADV is calculated on a 5-day-per-week basis.

17

EXPRESS INTERNATIONAL SEGMENT

CONDENSED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended Nine Months Ended

In millions September 30, 2026 September 30, 2025 Percent

Change September 30, 2026 September 30, 2025 Percent

Change

Revenue:

Intl Package:

International priority $ 2,677 $ 2,325 15  $ 7,744 $ 6,607 17

International economy 1,680 1,403 20  4,747 4,201 13

International domestic(1)

1,156 1,166 (1) 3,478 3,354 4

Total package revenue 5,513 4,894 13  15,969 14,162 13

Freight:

International priority 784 588 33  2,183 1,752 25

International economy 658 538 22  1,835 1,549 18

Total freight revenue 1,442 1,126 28  4,018 3,301 22

Other

510 343 49  1,384 1,046 32

Total revenue

7,465 6,363 17  21,371 18,509 15

Operating expenses:

Salaries and employee benefits 2,408 2,190 10  6,988 6,321 11

Purchased transportation 1,893 1,588 19  5,380 4,635 16

Rentals and landing fees 390 356 10  1,143 1,020 12

Fuel 859 510 68  2,303 1,482 55

Depreciation and amortization 294 292 1  904 877 3

Maintenance and repairs 236 261 (10) 678 733 (8)

Other, net 1,165 974 20  3,528 3,115 13

Total operating expenses 7,245 6,171 17  20,924 18,183 15

Operating income $ 220 $ 192 15  $ 447 $ 326 37

Operating margin 2.9  % 3.0  % (10)  bp 2.1  % 1.8  % 30   bp

(1) – International Domestic revenue relates to international intra-country operations.

18

EXPRESS INTERNATIONAL SEGMENT

OPERATING STATISTICS

(Unaudited)

Three Months Ended Nine Months Ended

In thousands, except yield amounts September 30, 2026 September 30, 2025

Percent

Change

September 30, 2026 September 30, 2025

Percent

Change

PACKAGE STATISTICS

Avg. daily package volume (ADV)(1):

International priority

563  569  (1)      566  555      2

International economy

625  532  17       599  538      11

International domestic(2)

1,640  1,846  (11)      1,679  1,848      (9)

Total International ADV

2,828  2,947  (4)      2,844  2,941      (3)

Revenue per package (yield):

International priority

$ 74.27  $ 63.87  16       $ 71.62  $ 62.30      15

International economy

41.98  41.23  2       41.46  40.87      1

International domestic(2)

11.02  9.87  12       10.85  9.50      14

Composite package yield

$ 30.46  $ 25.96  17       $ 29.39  $ 25.21      17

FREIGHT STATISTICS

Average daily freight pounds:

International priority

5,472  4,782  14       5,241  4,658      13

International economy

13,333  11,514  16       12,772  11,424      12

Total average daily freight pounds

18,805  16,296  15       18,013  16,082      12

Revenue per pound (yield):

International priority

$ 2.24  $ 1.92  17       $ 2.18  $ 1.97      11

International economy

0.77  0.73  5       0.75  0.71      6

Composite freight yield

$ 1.20  $ 1.08  11       $ 1.17  $ 1.08      8

Operating days

64  64      —       191  191      —

(1) – ADV is calculated on a 5-day-per-week basis.

(2) – International Domestic Statistics relate to international intra-country operations.

19

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