FEDEX CORP
For the period ended Nov 30, 2025. Filed Dec 18, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2025 · Filed Dec 18, 2025
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Notes to Condensed Consolidated Financial Statements
NOTE 1: DESCRIPTION OF BUSINESS SEGMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS SEGMENTS. FedEx Corporation (“FedEx”) provides a broad portfolio of transportation, e-commerce, and business services, offering integrated business solutions utilizing our flexible, efficient, and intelligent global network. Our primary operating companies are Federal Express Corporation (“Federal Express”), the world’s largest express transportation company and a leading North American provider of small-package ground delivery services, and FedEx Freight, Inc. (“FedEx Freight”), a leading North American provider of less-than-truckload (“LTL”) freight transportation services.
Following our one FedEx consolidation in 2024, Federal Express operates a unified, fully integrated air-ground express network under the respected FedEx brand. FedEx Freight provides LTL freight transportation services as a separate subsidiary. Federal Express and FedEx Freight represent our major service lines and constitute our reportable segments.
SUMMARY OF SIGNIFICANT ACCOUNTING 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, 2025 (“Annual Report”). Significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in our Annual Report.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) necessary to present fairly our financial position as of November 30, 2025, and the results of our operations for the three- and six-month periods ended November 30, 2025 and November 30, 2024, cash flows for the six-month periods ended November 30, 2025 and November 30, 2024, and changes in common stockholders’ investment for the three- and six-month periods ended November 30, 2025 and November 30, 2024. Operating results for the three- and six-month periods ended November 30, 2025 are not necessarily indicative of the results that may be expected for the year ending May 31, 2026. Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2026 or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year.
The identification of costs as business optimization and separation and other costs is subject to our disclosure controls and procedures.
CONTRACT ASSETS AND LIABILITIES. Contract assets include billed and unbilled amounts resulting from in-transit shipments, as we have an unconditional right to payment only once all performance obligations have been completed (e.g., packages have been delivered). Contract assets are generally classified as current, and the full balance is converted each quarter based on the short-term nature of the transactions. Our contract liabilities consist of advance payments and billings in excess of revenue. The full balance of deferred revenue is converted each quarter based on the short-term nature of the transactions.
Gross contract assets related to in-transit shipments totaled $759 million and $673 million at November 30, 2025 and May 31, 2025, respectively. Contract assets net of deferred unearned revenue were $643 million and $526 million at November 30, 2025 and May 31, 2025, respectively. Contract assets are included within “Receivables” in the accompanying unaudited condensed consolidated balance sheets. Contract liabilities related to advance payments from customers were $22 million and $23 million at November 30, 2025 and May 31, 2025, respectively. Contract liabilities are included within “Accrued expenses” in the accompanying unaudited condensed consolidated balance sheets.
DISAGGREGATION OF REVENUE. See Note 7 for disclosure of disaggregated revenue for the periods ended November 30, 2025 and 2024. This presentation is consistent with how we organize our segments internally for making operating decisions and measuring performance.
EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. Our pilots, who are a small number of our total employees, are represented by the Air Line Pilots Association, International (“ALPA”) and are employed under a collective bargaining agreement that took effect on November 2, 2015. The agreement became amendable in November 2021. Bargaining for a successor agreement began in May 2021, and in November 2022 the National Mediation Board (“NMB”), which is the U.S. governmental agency that oversees labor agreements for entities covered by the Railway Labor Act of 1926, as amended, began actively mediating the negotiations. In July 2023, the pilots failed to ratify the tentative successor agreement that was approved by ALPA’s FedEx Master Executive Council the prior month. In April 2024, the NMB rejected ALPA’s request for a proffer of arbitration. Bargaining for a successor agreement continues. The conduct of mediated negotiations has no effect on our operations. Once a new agreement is ratified, we may amend our pension plan offered to the pilots, which would result in a remeasurement of our pension benefit obligation. A small number of our other employees are members of unions.
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STOCK-BASED COMPENSATION. We have four types of equity-based compensation: stock options, restricted stock, performance stock units, and, for outside directors, restricted stock units. The key terms of our equity-based compensation plans and financial disclosures about these programs are set forth in our Annual Report. Our stock-based compensation expense was $43 million for the three-month period ended November 30, 2025 and $99 million for the six-month period ended November 30, 2025. Our stock-based compensation expense was $36 million for the three-month period ended November 30, 2024 and $84 million for the six-month period ended November 30, 2024. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.
SEPARATION AND OTHER COSTS. Our separation and other costs relate to the FedEx Freight separation and fiscal year change. In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company. The transaction, which will be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 1, 2026. In January 2025, the Board of Directors approved a change in FedEx’s fiscal year end from May 31 to December 31. The planned fiscal year change is expected to be effective June 1, 2026.
FedEx Freight separation
We incurred costs related to the planned spin-off of FedEx Freight of $205 million ($171 million, net of tax, or $0.72 per diluted share) in the three-month period ended November 30, 2025 and $248 million ($204 million, net of tax, or $0.86 per diluted share) in the six-month period ended November 30, 2025. These costs primarily consist of professional services. Separation costs of $205 million and $246 million for the three- and six-month periods ended November 30, 2025, respectively, are included within the “Separation and other costs” caption, and separation costs of $2 million for the six-month period ended November 30, 2025 are included within the “Other, net” caption of the accompanying unaudited condensed consolidated statements of income. These costs are included in FedEx Freight; Corporate, other, and eliminations; and Federal Express. We did not incur any FedEx Freight spin-off costs in the six-month period ended November 30, 2024.
Fiscal year change
We incurred costs related to the fiscal year change of $8 million ($6 million, net of tax, or $0.03 per diluted share) in the three-month period ended November 30, 2025 and $12 million ($9 million, net of tax, or $0.04 per diluted share) in the six-month period ended November 30, 2025. These costs were primarily related to professional services and are included in the “Separation and other costs” caption of the accompanying unaudited condensed consolidated statements of income. Costs associated with the fiscal year change are included in Federal Express and Corporate, other, and eliminations. We did not incur any costs related to the fiscal year change in the six-month period ended November 30, 2024.
BUSINESS OPTIMIZATION COSTS. Our business optimization costs relate to transformation initiatives aimed to improve long-term profitability, drive efficiency within and between our transportation segments, lower our overhead and support costs, and transform our digital capabilities. Costs included in the “Business optimization costs” caption of the accompanying unaudited condensed consolidated statements of income relate to DRIVE initiatives commenced in prior years, the Europe workforce reduction plan announced in June 2024, and our Network 2.0 program.
We incurred business optimization costs of $30 million ($25 million, net of tax, or $0.10 per diluted share) in the three-month period and $97 million ($77 million, net of tax, or $0.32 per diluted share) in the six-month period ended November 30, 2025. We incurred business optimization costs of $326 million ($249 million, net of tax, or $1.02 per diluted share) in the three-month period ended November 30, 2024 and $454 million ($347 million, net of tax, or $1.41 per diluted share) in the six-month period ended November 30, 2024. These costs were primarily related to professional services and severance and are included in Corporate, other, and eliminations and Federal Express.
Network 2.0
Network 2.0 is our multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada. Through Network 2.0, we continue to consolidate our sortation facilities and equipment, reduce pickup-and-delivery routes, and optimize our enterprise linehaul network by moving beyond discrete collaboration to an end-to-end optimized network. We have implemented Network 2.0 optimization in approximately 355 locations in the U.S and Canada as of November 30, 2025. Service providers will handle the pickup and delivery of Federal Express packages in some locations while employee couriers will handle others. We completed Canada’s implementation of Network 2.0 in the fourth quarter of 2025 and expect to complete the U.S. implementation by the end of calendar 2027.
Europe workforce reduction plan
As of November 30, 2025, our Europe workforce reduction plan to reduce structural costs is substantially complete. The plan was announced in June 2024 and occurred over an 18-month period in accordance with local country processes and regulations. The plan
-10- resulted in a pre-tax cost of approximately $250 million for severance benefits and legal and professional fees and has impacted approximately 1,400 employees across back-office and commercial functions as of November 30, 2025. Beginning in calendar year 2026, we expect annualized savings from the plan to be approximately $150 million.
We incurred costs related to the plan of $6 million for the three-month period ended November 30, 2025 and $9 million for the six-month period ended November 30, 2025. We incurred costs related to this plan of $173 million for the three-month period ended November 30, 2024 and $176 million for the six-month period ended November 30, 2024. These costs are classified as business optimization expenses.
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 November 30, 2025 and May 31, 2025, we had €854 million and €506 million, respectively, of debt designated as a net investment hedge to reduce the volatility of the U.S. dollar value of a portion of our net investment in a euro-denominated consolidated subsidiary. For debt designated as net investment hedges, the gain or loss is reported in the “Accumulated other comprehensive loss” (“AOCL”) caption in the accompanying unaudited condensed consolidated balance sheets as part of the cumulative translation adjustment. For the three-month period ended November 30, 2025 and 2024, we recognized gains of $14 million and $13 million, respectively, and for the six-month period ended November 30, 2025 and 2024, we recognized gains of $2 million and $7 million, respectively. These results exclude any adjustments for the impact of deferred income taxes.
As of November 30, 2025, we hadfour cross-currency swaps outstanding, and the fair value of the swaps classified as assets and liabilities was $13 million and $96 million, respectively. As of May 31, 2025, the fair value of the swaps classified as assets and liabilities was $13 million and $108 million, respectively. We record all derivatives on the balance sheet at fair value within either the “Prepaid expenses and other” or “Other liabilities” captions in the accompanying unaudited condensed consolidated balance sheets. For foreign currency derivatives designated as net investment hedges, the gain or loss on the derivative is reported in the “Accumulated other comprehensive loss” caption in the accompanying unaudited condensed consolidated balance sheets as part of the cumulative translation adjustment. For the three-month period ended November 30, 2025 and 2024, we recognized gains of $24 million and $21 million, respectively, and for the six-month period ended November 30, 2025 and 2024, we recognized gains of $11 million and $11 million, respectively. These results exclude any adjustments for the impact of deferred income taxes.
The estimated fair values were determined using pricing models that rely on market-based inputs such as foreign currency exchange rates and yield curves and are classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the derivative financial instruments, either directly or indirectly.
Our cross-currency swaps contain an element of risk that counterparties may be unable to meet the terms of the agreements. We seek to minimize such risk exposures for these instruments by limiting the counterparties to banks and financial institutions that meet established credit guidelines. Our counterparties to the swaps all have an investment grade rating. To keep our exposure minimal, we monitor our counterparties credit worthiness on a regular basis, reviewing amongst others Standard & Poor’s rating and credit default swap spreads.
As of November 30, 2025 and May 31, 2025 we had not posted any collateral related to our cross-currency swaps. No amounts have been reclassified out of AOCL during fiscal year 2026 and 2025. As of November 30, 2025 and May 31, 2025, our net investment hedges remain effective.
SUPPLIER FINANCE PROGRAM. We offer voluntary Supply Chain Finance (“SCF”) programs through financial institutions to certain of our suppliers. We agree to commercial terms with our suppliers, including prices, quantities, and payment terms, and they issue invoices to us based on the agreed-upon contractual terms. If our suppliers choose to participate in the SCF programs, they determine which invoices, if any, to sell to the financial institutions to receive an early discounted payment, while we settle the net payment amount with the financial institutions on the payment due dates. We guarantee these payments with the financial institutions.
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Amounts due to our suppliers that participate in the SCF programs are included in the “Accounts payable” caption in the accompanying unaudited condensed consolidated balance sheets. We have been informed by the participating financial institutions that as of November 30, 2025 and May 31, 2025, suppliers have been approved to sell to them $118 million and $71 million, respectively, of our outstanding payment obligations. A rollforward of obligations confirmed and paid during the periods ended November 30, 2025 and 2024 is presented below (in millions):
| Six Months Ended | ||
|---|---|---|
| November 30, 2025 | November 30, 2024 | |
| Confirmed obligations outstanding at beginning of period | $71 | $94 |
| Invoices confirmed during the period | 362 | 330 |
| Confirmed invoices paid during the period | (315) | (315) |
| Currency translation adjustments | — | (5) |
| Confirmed obligations outstanding at end of period | $118 | $104 |
INVESTMENTS IN EQUITY AND DEBT SECURITIES. Investments in equity securities with a readily determinable fair value are carried at fair value and are classified as Level 1 investments in the fair value hierarchy. Level 1 investments are valued at the closing price or last trade reported on the major market on which the individual securities are traded. For equity securities without readily determinable fair values that qualify for the net asset value (“NAV”) practical expedient, we have elected to apply the NAV practical expedient to estimate fair value. Changes in fair value are recognized in “Other (expense) income” in the accompanying unaudited condensed consolidated statements of income.
We apply the measurement alternative to all other investments in equity securities without a readily determinable fair value. Under the measurement alternative these equity securities are accounted for at cost, with adjustments for observable changes in prices and impairments recognized in “Other (expense) income” on our accompanying unaudited condensed consolidated statements of income.
We perform an assessment each reporting period to evaluate whether these equity securities are impaired. Our assessment includes a review of recent operating results and trends and other publicly available data. If an investment is impaired, we write it down to its estimated fair value.
Equity securities totaled $552 million and $506 million at November 30, 2025 and May 31, 2025, respectively. Equity securities are recorded within the “Other assets” caption in the accompanying unaudited condensed consolidated balance sheets.
Debt securities, which are considered short-term investments, are classified as “available-for-sale” and are carried at fair value. Debt securities are Level 2 within the fair value hierarchy. Realized gains and losses on available-for-sale debt securities are included in net income, while unrealized gains and losses, net of tax, are included in AOCL in the accompanying unaudited condensed consolidated balance sheets.
Debt securities totaled $187 million and $70 million at November 30, 2025 and May 31, 2025, respectively. Debt securities are recorded within the “Prepaid expenses and other” caption in the accompanying unaudited condensed consolidated balance sheets. This increase primarily reflects strategic purchases of corporate debt and U.S. Treasury securities to enhance returns on cash balances.
TREASURY SHARES. In March 2024, our Board of Directors authorized a stock repurchase program for repurchases of up to $5.0 billion of FedEx common stock. During the three-month period ended November 30, 2025,1.2 million shares were repurchased through open market transactions under this program at an average price of $234.52 per share for a total of $276 million. During the six-month period ended November 30, 2025,3.3 million shares were repurchased through open market transactions under this program at an average price of $233.07 per share for a total of $776 million.
During the three-month period ended November 30, 2024,3.7 million shares were repurchased under our 2021 and 2024 repurchase programs through accelerated share repurchase (“ASR”) agreements with two banks and open market transactions at an average price of $271.39 per share for a total of $1.0 billion. During the six-month period ended November 30, 2024,7.1 million shares were repurchased under our 2021 and 2024 repurchase programs through ASR agreements and open market transactions at an average price of $283.13 per share for a total of $2.0 billion.
The final number of shares delivered upon settlement of the ASR agreements was determined based on a discount to the volume-weighted average price of our stock during the term of the transaction. The repurchased shares were accounted for as a reduction to common stockholders’ investment in the accompanying unaudited condensed consolidated balance sheet and resulted in a reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.
As of November 30, 2025, $1.3 billion remained available to use for repurchases under our 2024 stock repurchase program. Shares may be repurchased from time to time in the open market or in privately negotiated transactions. The timing and volume of repurchases are at the discretion of management, based on the capital needs of the business, the market price of FedEx common stock,
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DIVIDENDS DECLARED PER COMMON SHARE. On November 21, 2025, our Board of Directors declared a quarterly cash dividend of $1.45 per share of common stock. The dividend will be paid on January 6, 2026 to stockholders of record as of the close of business on December 15, 2025. Each quarterly dividend payment is subject to review and approval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis. There are no material restrictions on our ability to declare dividends, nor are there any material restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans, or advances.
RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly affect our reported results and the comparability of our financial statements. We believe the following new accounting guidance is relevant to the readers of our financial statements.
New Accounting Standards and Accounting Standards Not Yet Adopted
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. We are assessing the effect of this update on our consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which introduces five targeted improvements to better align hedge accounting with entities’ risk management activities. The update will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. We are assessing the effect of this update on our consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies the application of the current expected credit loss model for current accounts receivable and current contract assets under Accounting Standards Codification 606. The update will be effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. We are assessing the effect of this update on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective for our 2026 annual financial statements. The new requirements will primarily affect the annual financial statement disclosures, with enhanced detail regarding the amount of cash taxes paid and the reconciliation of our effective tax rate.
In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories at interim and annual reporting periods. The update will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. We are assessing the effect of this update on our consolidated financial statements and related disclosures.
NOTE 2: CREDIT LOSSES
We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by conducting a credit review, which considers the customer’s established credit rating and our assessment of creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss rates based on historical write-offs by geography and recent forecast information, including underlying economic expectations. We update our estimate of credit loss reserves quarterly.
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Changes in the allowance for credit losses during the periods ended November 30, 2025 and 2024 were as follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| November 30, 2025 | November 30, 2024 | November 30, 2025 | November 30, 2024 | |
| Allowance, beginning of period | $492 | $408 | $438 | $436 |
| Current period provision for expected credit losses | 250 | 121 | 469 | 250 |
| Write-offs charged against allowance | (461) | (364) | (839) | (734) |
| Recoveries collected | 274 | 220 | 487 | 433 |
| Allowance, end of period | $555 | $385 | $555 | $385 |
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 November 30, 2025 and 2024(in millions; amounts in parentheses indicate debits to AOCL):
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| November 30, 2025 | November 30, 2024 | November 30, 2025 | November 30, 2024 | |
| Foreign currency translation loss: | ||||
| Balance at beginning of period | $(1,427) | $(1,393) | $(1,420) | $(1,422) |
| Translation adjustments | (41) | (181) | (48) | (152) |
| Balance at end of period | (1,468) | (1,574) | (1,468) | (1,574) |
| Retirement plans adjustments: | ||||
| Balance at beginning of period | 56 | 61 | 58 | 63 |
| Reclassifications from AOCL | (2) | (2) | (4) | (4) |
| Balance at end of period | 54 | 59 | 54 | 59 |
| AOCL at end of period | $(1,414) | $(1,515) | $(1,414) | $(1,515) |
NOTE 4: FINANCING ARRANGEMENTS
We have a shelf registration statement filed with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock and allows pass-through trusts formed by Federal Express to sell, in one or more future offerings, pass-through certificates.
Long-Term Debt
On July 30, 2025, we issued €850 million of senior unsecured debt under our current shelf registration statement, comprised of €500 million of 3.50% fixed-rate notes due in July 2032 and €350 million of 4.125% fixed-rate notes due in July 2037. We used a portion of the net proceeds to repay the €500 million aggregate principal amount outstanding of our 0.45% notes due at maturity in August 2025. The remaining net proceeds may be used for general corporate purposes.
Long-term debt, including current maturities and exclusive of finance leases, had carrying values of $20.3 billion at November 30, 2025 and $19.9 billion at May 31, 2025, with estimated fair values of $18.5 billion at November 30, 2025 and $17.2 billion at May 31, 2025. The annualized weighted-average interest rate on long-term debt was 3.6% at November 30, 2025. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy.
Federal Express has issued $970 million of Pass-Through Certificates, Series 2020-1AA (the “Certificates”) with a fixed interest rate of 1.875% due in February 2034 utilizing pass-through trusts. The Certificates are secured by 19 Boeing aircraft with a net book value of $1.6 billion at November 30, 2025. The payment obligations of Federal Express in respect of the Certificates are fully and unconditionally guaranteed by FedEx.
Credit Agreements
We have a $1.75 billion three-year credit agreement (the “Three-Year Credit Agreement”) and a $1.75 billion five-year credit agreement (the “Five-Year Credit Agreement” and together with the Three-Year Credit Agreement, the “Credit Agreements”). Each of the Credit Agreements has a $125 million letter of credit sublimit. The Credit Agreements are available to finance our operations and other cash flow needs. As of November 30, 2025, no amounts were outstanding under the Credit Agreements, no commercial paper was outstanding, and we had $250 million of the letter of credit sublimit unused under the Credit Agreements. Our commercial paper
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On October 31, 2025, we amended the Credit Agreements with a syndicate of banks and other financial institutions to update certain provisions in anticipation of the planned spin-off of FedEx Freight and incorporate certain other customary changes. Among other changes, the amendments (i) will release FedEx Freight from its guarantees under the Credit Agreements upon consummation of the planned spin-off of FedEx Freight and (ii) extend the expiration of the Three-Year Credit Agreement from March 2027 to March 2028 and the expiration of the Five-Year Credit Agreement from March 2029 to March 2030.
The Credit Agreements contain a financial covenant requiring us to maintain a ratio of debt (excluding debt incurred by affiliates of FedEx Freight to finance distributions to FedEx and other transactions related to the planned spin-off of FedEx Freight and certain other customary items) to consolidated earnings (excluding noncash retirement plans mark-to-market adjustments; noncash pension service costs; noncash asset impairment charges; and, subject to certain limitations, business optimization and restructuring expenses, pro forma cost savings and synergies associated with an acquisition, and transaction costs, fees, and expenses and synergies and cost savings related to the planned spin-off of FedEx Freight) before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) of not more than 3.5 to 1.0, calculated as of the last day of each fiscal quarter on a rolling four-quarters basis.
The ratio of our debt to adjusted EBITDA was 1.9 at November 30, 2025. Additional information on the financial covenant can be found in our Annual Report.
The financial covenant discussed above is the only significant restrictive covenant in the Credit Agreements. The Credit Agreements contain other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the financial covenant and all other covenants in the Credit Agreements and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. If we failed to comply with the financial covenant or any other covenants in the Credit Agreements, our access to financing could become limited.
NOTE 5: COMPUTATION OF EARNINGS PER SHARE
The calculation of basic and diluted earnings per common share for the periods ended November 30, 2025 and 2024 was as follows (in millions, except per share amounts):
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| November 30, 2025 | November 30, 2024 | November 30, 2025 | November 30, 2024 | |
| Basic earnings per common share: | ||||
| Net earnings allocable to common shares(1) | $955 | $739 | $1,777 | $1,533 |
| Weighted-average common shares | 235 | 242 | 236 | 243 |
| Basic earnings per common share | $4.07 | $3.06 | $7.55 | $6.30 |
| Diluted earnings per common share: | ||||
| Net earnings allocable to common shares(1) | $955 | $739 | $1,777 | $1,533 |
| Weighted-average common shares | 235 | 242 | 236 | 243 |
| Dilutive effect of share-based awards | 1 | 2 | 1 | 3 |
| Weighted-average diluted shares | 236 | 244 | 237 | 246 |
| Diluted earnings per common share | $4.04 | $3.03 | $7.50 | $6.24 |
| Anti-dilutive options excluded from diluted earnings per common share | 7 | 4 | 7 | 4 |
(1)Net earnings available to participating securities were $1 million and $2 million for the three-month periods ended November 30, 2025 and 2024, respectively, and $3 million and $2 million for the six-month periods ended November 30, 2025 and 2024, respectively
NOTE 6: RETIREMENT PLANS
We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans, and postretirement healthcare plans. Key terms of our retirement plans are provided in our Annual Report.
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Our retirement plans costs for the periods ended November 30, 2025 and 2024 were as follows (in millions):
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| November 30, 2025 | November 30, 2024 | November 30, 2025 | November 30, 2024 | |
| Defined benefit pension plans | $46 | $70 | $93 | $140 |
| Defined contribution plans | 312 | 288 | 618 | 575 |
| Postretirement healthcare plans | 23 | 21 | 45 | 43 |
| $381 | $379 | $756 | $758 | |
Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended November 30, 2025 and 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 | $111 | $124 | $10 | $11 | $7 | $6 |
| Other retirement plans expense (income): | ||||||
| Interest cost | 379 | 363 | 11 | 10 | 17 | 16 |
| Expected return on plan assets | (457) | (430) | (6) | (7) | — | — |
| Amortization of prior service credit and other | (2) | (2) | — | 1 | (1) | (1) |
| (80) | (69) | 5 | 4 | 16 | 15 | |
| Net periodic benefit cost | $31 | $55 | $15 | $15 | $23 | $21 |
| Six Months Ended | ||||||
|---|---|---|---|---|---|---|
| U.S. Pension Plans | International Pension Plans | Postretirement Healthcare Plans | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Service cost | $223 | $249 | $20 | $20 | $14 | $13 |
| Other retirement plans expense (income): | ||||||
| Interest cost | 757 | 724 | 24 | 22 | 33 | 32 |
| Expected return on plan assets | (914) | (860) | (13) | (12) | — | — |
| Amortization of prior service credit and other | (4) | (4) | — | 1 | (2) | (2) |
| (161) | (140) | 11 | 11 | 31 | 30 | |
| Net periodic benefit cost | $62 | $109 | $31 | $31 | $45 | $43 |
For 2026, no pension contributions are required for our tax-qualified U.S. domestic pension plan (“U.S. Pension Plan”) as it is fully funded under the Employee Retirement Income Security Act. We made voluntary contributions of $200 million to our U.S. Pension Plan during the six-month period ended November 30, 2025. We anticipate making $75 million of additional voluntary contributions for the remainder of fiscal 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.