What the changes say
- FedEx completed the FedEx Freight Spin-Off and added risks around realizing its benefits and potential tax liabilities.
- New risks cover 2029 financial targets and the pending 37% InPost consortium investment.
- Weather risk now combines disruption and recovery concerns, while cybersecurity coverage expands to AI and data-localization rules.
- Transformation initiatives now include international operational programs, while trade risks specifically broaden to sanctions, quotas, and trade barriers.
What changed since the prior 10-K
New
- NewStrategic Risks
We may not be able to achieve our calendar 2029 financial performance targets
Failure to execute strategies or maintain assumptions could prevent FedEx from reaching its calendar 2029 financial targets and hurt its stock price.
- NewStrategic Risks
We may not realize the anticipated benefits from the Spin-Off, which could harm our business
FedEx may incur Spin-Off costs or fail to realize the expected strategic, financial, and operational benefits of separating FedEx Freight.
- NewStrategic Risks
The Spin-Off could result in substantial tax liability to us and our stockholders
The IRS or courts could reject the Spin-Off’s intended tax treatment, creating significant U.S. tax liabilities for FedEx and shareholders.
- NewStrategic Risks
We may not achieve the expected strategic or financial benefits relating to our InPost investment
FedEx’s 37% InPost investment depends on regulatory approvals and other investors and management, limiting its control over strategy and execution.
- NewEnvironmental, Climate, and Weather Risks
We may be affected by harsh weather conditions, natural disasters, conflicts or other unrest, or other terrorist or other physical attacks, and our ability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography could materially and adversely affect our business and results of operations, cash flows, and financial condition
Severe weather, disasters, conflicts, attacks, government or airport disruptions, and climate change could cancel flights, impair recovery, and raise insurance costs.
- NewOther Legal, Regulatory, and Miscellaneous Risks
Our business is subject to complex and evolving United States and foreign laws and regulations regarding data protection and cybersecurity, which impose significant costs and regulatory risks that are likely to increase over time
Expanding U.S. and foreign privacy, cybersecurity, AI, and data-localization rules could increase compliance costs, enforcement exposure, and operational constraints.
Dropped
- DroppedOperating Risks
Failure to complete the adjustment of our air network to remove costs related to services previously provided to the United States Postal Service (“USPS”) could adversely affect our profitability
- DroppedStrategic Risks
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
- DroppedEnvironmental, Climate, and Weather Risks
Our inability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography could adversely affect our business and results of operations
- DroppedOther Legal, Regulatory, and Miscellaneous Risks
Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding data protection
Reworded
- 51% rewrittenOperating Risks
Failure of third-party service providers, vendors, and suppliers to perform as expected, or disruptions in our relationships with such third parties or their provision of services to FedEx, could materially and adversely affect our business, financial condition, cash flows, and results of operations
The risk now covers vendors and suppliers broadly, while the explicit risk of third-party fraud was removed.
Was: 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
- 50% rewrittenOperating Risks
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
The technology risk replaces specific DRIVE references with broader business strategy and transformation initiatives and expressly includes sensitive customer information.
- 49% rewrittenMacroeconomic and Market Risks
We are directly affected by the state of the global economy and geopolitical developments
The macroeconomic discussion now adds emerging global trade corridors and changes to social conditions among factors affecting transportation demand.
- 48% rewrittenOther Legal, Regulatory, and Miscellaneous Risks
Government regulation and enforcement are evolving and unfavorable changes could harm our business
The regulation risk now refers to transformation initiatives generally, rather than specifically naming DRIVE, Network 2.0, Tricolor, and the Freight Spin-Off.
- 42% rewrittenMacroeconomic and Market Risks
Additional changes in international trade policies, including tariffs, and relations could significantly reduce the volume of goods transported globally, increase our costs, and materially and adversely affect our business, financial condition, cash flows, and results of operations
The trade risk expands beyond tariffs to new, expanded, or retaliatory sanctions, embargoes, quotas, and other trade barriers.
Was: Additional changes in international trade policies, including with respect to tariffs, and relations could significantly reduce the volume of goods transported globally, increase our costs, and materially and adversely affect our business, results of operations, cash flows, and financial condition
- 40% rewrittenHuman Resource Management Risks
Our failure to attract and retain employee talent, meet our purchased transportation needs, or maintain our company culture, as well as increases in labor and purchased transportation costs, could materially and adversely affect our business and results of operations
The wording no longer specifically identifies purchased transportation needs or labor and purchased-transportation cost increases as risks.
Was: Our failure to attract and retain employee talent, meet our purchased transportation needs, or maintain our company culture, as well as increases in labor and purchased transportation costs, could adversely affect our business and results of operations
- 39% rewrittenOperating Risks
The failure to successfully execute our transformation initiatives in the expected time frame and at the expected cost may materially and adversely affect our future results
Transformation coverage now describes broader profitability, cost, and digital goals, adds international operational programs, and gives more detail on Tricolor.
Was: The failure to successfully execute our DRIVE transformation, including Network 2.0 and Tricolor, in the expected time frame and at the expected cost may adversely affect our future results
- 34% rewrittenHuman Resource Management Risks
Labor-related disruptions and potential changes in labor laws may materially and adversely affect our business, financial condition, cash flows, and results of operations
The discussion now refers to the pilots’ agreement rather than ongoing bargaining, reflecting a change in labor-relations status.
Was: Labor-related disruptions and potential changes in labor laws may adversely affect our business and results of operations
- 33% rewrittenMacroeconomic and Market Risks
Our transportation businesses and their profitability are affected by the price and availability of jet and vehicle fuel, as well as our ability to collect fuel surcharges
- 27% rewrittenStrategic Risks
Failure to successfully implement our business strategy and effectively respond to changes in market dynamics and customer preferences will cause our future financial results to suffer
- 27% rewrittenStrategic Risks
We face intense competition
- 25% rewrittenHuman Resource Management Risks
We contract with service providers to conduct certain linehaul and pickup-and-delivery operations, and the status of these service providers as direct and exclusive employers of drivers providing these services is being challenged
- 25% rewrittenOperating Risks
The effects of a widespread outbreak of an illness or any other communicable disease or public health crisis could materially and adversely affect our business, results of operations, cash flows, and financial condition
Was: The effects of a widespread outbreak of an illness or any other communicable disease or public health crisis on our business, results of operations, cash flows, and financial condition are highly unpredictable
- 24% rewrittenOperating Risks
The transportation infrastructure continues to be a target of terrorist activities
- 23% rewrittenStrategic Risks
We depend on our strong reputation and the value of the FedEx brand
- 21% rewrittenOther Legal, Regulatory, and Miscellaneous Risks
We could be subject to adverse changes in regulations and interpretations or challenges to our tax positions
- 21% rewrittenOperating Risks
We are self-insured for certain costs associated with our operations, and insurance and claims expenses could materially and adversely affect our business, financial condition, cash flows, and results of operations
Was: We are self-insured for certain costs associated with our operations, and insurance and claims expenses could have a material adverse effect on us
All 30 risk factors
Headings as the filing states them, in filing order.
Macroeconomic and Market Risks
- 01We are directly affected by the state of the global economy and geopolitical developments49% rewritten
- 02Additional changes in international trade policies, including tariffs, and relations could significantly reduce the volume of goods transported globally, increase our costs, and materially and adversely affect our business, financial condition, cash flows, and results of operations42% rewritten
- 03Our transportation businesses and their profitability are affected by the price and availability of jet and vehicle fuel, as well as our ability to collect fuel surcharges33% rewritten
Operating Risks
- 04The failure to successfully execute our transformation initiatives in the expected time frame and at the expected cost may materially and adversely affect our future results39% rewritten
- 05A 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 operations50% rewritten
- 06We are self-insured for certain costs associated with our operations, and insurance and claims expenses could materially and adversely affect our business, financial condition, cash flows, and results of operations21% rewritten
- 07The transportation infrastructure continues to be a target of terrorist activities24% rewritten
- 08Failure of third-party service providers, vendors, and suppliers to perform as expected, or disruptions in our relationships with such third parties or their provision of services to FedEx, could materially and adversely affect our business, financial condition, cash flows, and results of operations51% rewritten
- 09The effects of a widespread outbreak of an illness or any other communicable disease or public health crisis could materially and adversely affect our business, results of operations, cash flows, and financial condition25% rewritten
Strategic Risks
- 10Failure to successfully implement our business strategy and effectively respond to changes in market dynamics and customer preferences will cause our future financial results to suffer27% rewritten
- 11We may not be able to achieve our calendar 2029 financial performance targetsNew
- 12We may not realize the anticipated benefits from the Spin-Off, which could harm our businessNew
- 13The Spin-Off could result in substantial tax liability to us and our stockholdersNew
- 14We depend on our strong reputation and the value of the FedEx brand23% rewritten
- 15We face intense competition27% rewritten
- 16Our businesses are capital intensive, and we must make capital decisions based upon projected volume levels
- 17Our inability to execute and effectively operate, integrate, leverage, and grow acquired businesses and realize the anticipated benefits of acquisitions, joint ventures, and strategic alliances and investments could materially and adversely affect us
- 18We may not achieve the expected strategic or financial benefits relating to our InPost investmentNew
Human Resource Management Risks
- 19Labor-related disruptions and potential changes in labor laws may materially and adversely affect our business, financial condition, cash flows, and results of operations34% rewritten
- 20Our failure to attract and retain employee talent, meet our purchased transportation needs, or maintain our company culture, as well as increases in labor and purchased transportation costs, could materially and adversely affect our business and results of operations40% rewritten
- 21We contract with service providers to conduct certain linehaul and pickup-and-delivery operations, and the status of these service providers as direct and exclusive employers of drivers providing these services is being challenged25% rewritten
- 22Potential changes to pilot flight and duty time regulations could impair our operations and impose substantial costs on us
- 23Increasing costs, the volatility of costs and funding requirements, and other legal mandates for employee benefits, especially pension and healthcare benefits, could materially and adversely affect our results of operations, financial condition, and liquidity
Environmental, Climate, and Weather Risks
- 24We may be affected by global climate change or by legal, regulatory, or market responses to such change
- 25We may be unable to achieve or demonstrate progress on our goal of carbon neutrality for our global operations by calendar 2040
- 26We may be affected by harsh weather conditions, natural disasters, conflicts or other unrest, or other terrorist or other physical attacks, and our ability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography could materially and adversely affect our business and results of operations, cash flows, and financial conditionNew
Other Legal, Regulatory, and Miscellaneous Risks
- 27Government regulation and enforcement are evolving and unfavorable changes could harm our business48% rewritten
- 28We could be subject to adverse changes in regulations and interpretations or challenges to our tax positions21% rewritten
- 29Our business is subject to complex and evolving United States and foreign laws and regulations regarding data protection and cybersecurity, which impose significant costs and regulatory risks that are likely to increase over timeNew
- 30The regulatory environment for global aviation or other transportation rights may affect our operations and increase our operating costs
Other FedEx 10-Ks
- FY2025 10-K risk factors28 risks
DRIVE, including Network 2.0 and Tricolor, is central to improving profitability but carries execution and cost risk.
Filed Jul 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.