SecProbe.io

August 26, 2011
 Via E-Mail

Mr. Alan B. Graf, Jr. Chief Financial Officer FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120
Re: FedEx Corporation
 Form 10-K for the year ended May 31, 2011
Filed July 12, 2011 File No. 001-15829

Dear Mr. Graf:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Year Ended May 31, 2011

 Notes to the Financial Statements

 Note 1. Description of Busine ss and Summary of Significant A ccounting Policies Property and
Equipment, page 86

1. We note your disclosure that expenditures for major additions, improvements, flight
equipment modifications and certain equipmen t overhaul costs are capitalized when such
costs are determined to extend the useful life of the asset or are part of the cost of
acquiring the asset.  Please tell us, and revise future filings to disclose your accounting policy for depreciating capitalized overhaul costs including the useful life used to
depreciate these costs.  As part of your response, please clarify for us and in your
disclosure whether you include the amortiz ation of equipment overhaul costs in
depreciation and amortization or in maintena nce expenses on the income statement.

Mr. Alan B. Graf, Jr. FedEx Corporation August 26, 2011 Page 2

Note 4. Goodwill and Other Intangible Assets, page 91

2. We note from your disclosure in Note 4 th at a significant amount of goodwill has been
allocated to the FedEx Freight segment at  May 31, 2011.  In light of the continuing
operating losses in the FedEx Freight segment over the last several years, please explain
to us why you believe that the goodwill allocate d to this segment has not been impaired
as of May 31, 2011.  As part of your response,  please also explain to us why you do not
believe this segment is at risk as of May 31, 2011.
 Note 6. Long-Term Debt and Other Financing Arrangements, page 93

3. We note your disclosure that you are in complia nce with the leverage ratio covenant and
“all other restrictive covenants” of your revolving credit agreement.  Please revise future
filings to disclose the nature and terms of  all significant restrictive covenants.
 Note 19. Summary of Quarterly Oper ating Results (Unaudited), page 118

4. Please revise to discuss the nature of any unus ual or infrequent items that impacted your
quarterly results of operations for the vari ous periods presented, such as the $66 million
charge in the second quarter of  2011 related to the ATA Airlines  litigation and the charge
related to the combination of FedEx Frei ght and FedEx National LTL. Refer to the
requirement outlined in Item 302(a)(3) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Alan B. Graf, Jr. FedEx Corporation August 26, 2011 Page 3

 You may contact Claire Erla nger at (202) 551-3301 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3813
with any other questions.
Sincerely,
   /s/Linda Cvrkel
Linda Cvrkel Branch Chief