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Correspondence

[FEDEX CORPORATION LETTERHEAD]

VIA EDGAR AND FEDEX LETTER

August 20, 2009

Linda Cvrkel

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, DC 20549

    Re:

    FedEx Corporation

Form 10-K for the fiscal year ended May 31, 2009

File No. 001-15829

Dear Ms. Cvrkel:

We are in receipt of the Commission’s letter dated August 6, 2009 on our Form 10-K for the fiscal year ended May 31,
2009. The following are FedEx’s responses to the Commission’s comments:

Management’s Discussion and Analysis

Reportable Segments, page 50

    1.

    Please revise future filings to discuss the nature of any significant changes in each operating expense line item
for each of the Company’s segments. Also, please revise to discuss the amount of intercompany charges allocated
to each segment based either on gross dollar amount allocated or as a percentage of revenue and discuss the facts
and circumstances responsible for changes in allocated costs. For example, please tell us why intercompany
charges for each transportation segment were higher in 2009 as a percent of revenue attributable to each segment.
Alternatively, you can discuss the changes in the FedEx Services expenses from year to year in the operating
results discussion of the FedEx Services segment.

1

Ms. Linda Cvrkel

August 20, 2009

Page 2

Response: The requirements of Item 303 of Regulation S-K and FR-72, together with related guidance,
instruct us to use judgment in including information that will “enhance a reader’s understanding” of our
results of operations while avoiding disclosures that would result in information overload for investors or
disclosure of information that is not required or is immaterial. Consistent with this guidance, we do not
include commentary on or quantification of immaterial or intuitively apparent changes in expense captions
that simply result from changes in shipping volumes or normal cost inflation. To promote an understanding of
the relationship between our revenue and volume levels and our operating expenses, on page 39 of our 2009
management’s discussion and analysis of results of operations and financial condition (MD&A), we make the
following disclosure:

“The majority of our operating expenses are directly impacted by revenue and volume
levels. Accordingly, we expect these operating expenses to fluctuate on a year-over-year
basis consistent with the change in revenues and volume. The following discussion of
operating expenses describes the key drivers impacting expense trends beyond changes in
revenues and volume.”

We also include tables for each operating segment that depict each operating expense caption as a percentage
of that year’s total revenues. This allows for the identification of fluctuations in line items that may be
unrelated to changes in revenue and volume. We will continue to specifically comment on fluctuations in
individual operating expense line items for our segments to the extent that they are material and promote an
understanding of our financial results.

With respect to intercompany charges, we disclose (on page 51 of our 2009 MD&A) that they are allocated based
on metrics such as relative revenues or estimated services provided. Our disclosures include the amount of
intercompany charges allocated to each of our transportation segments within the financial summaries for that
particular segment (see page 52 for FedEx Express, page 57 for FedEx Ground and page 61 for FedEx Freight).
In addition, we include tables that provide intercompany charges as a percentage of revenue for each of our
transportation segments (see page 55 for FedEx Express, page 58 for FedEx Ground and page 62 for FedEx
Freight). Further, we have disclosed the factors contributing to year-over-year variances (where applicable)
in the intercompany charges allocated to each segment. For example, with respect to FedEx Ground, we
disclose (on page 58 of our 2009 MD&A) that “intercompany charges increased 8% during 2009 primarily due to
allocated telecommunication expenses (formerly a direct charge), higher general and administrative costs and
higher allocated customer service costs.” For FedEx Freight, we disclose (on page 62 of our 2009 MD&A) that
“intercompany charges increased 35% during 2009 primarily due to allocated telecommunication expenses
(formerly a direct charge) and higher allocated information technology costs from FedEx Services.” At the
FedEx Express segment, we concluded that the change in intercompany charges from 2008 to 2009 (one percent
lower) was immaterial and did not warrant additional discussion based on the amount of the change in relation to the financial results of FedEx
Express.

2

Ms. Linda Cvrkel

August 20, 2009

Page 3

To provide increased transparency in our MD&A, we will include additional disclosure in future filings within
the transportation segment discussions to discuss more directly the underlying changes in our business and
economic factors driving the variance in allocated intercompany charges. For example, if an increase in
information technology costs was attributable to higher incentive compensation to information technology
personnel, then future filings will disclose such additional information to promote a better understanding of
the underlying business factors driving the increased allocations.

Notes to the Financial Statements

General

    2.

    We note from your discussion on page 43 of MD&A that you have implemented several actions in 2009 to lower your
cost structure. To the extent that any of these activities are considered exit or restructuring activities as
defined in SFAS No. 146, please confirm that you have applied the guidance in SFAS No. 146 and in future filings
please revise the notes to the financial statements to include all of the disclosures required by paragraph 20 of
SFAS No. 146 as applicable.

Response: Certain of the actions we implemented in 2009 met the definition of exit activities and
were accounted for in accordance with SFAS 146. These activities included the fourth quarter severance
actions taken at FedEx Express and FedEx Freight ($20.7 million), the fourth quarter aircraft-related lease
and contract termination costs at FedEx Express ($53.3 million) and the consolidation of our FedEx Freight
regional offices ($26 million). In our 2009 Form 10-K, we include many of the disclosures required by
paragraph 20 of SFAS 146, and we concluded that the remaining disclosures either were not applicable or would
not be meaningful based on the immateriality of the total amount of these activities ($100 million) in
relation to our total annual operating expenses (less than 0.5%). Further, the accrued liabilities were
primarily associated with contractual obligations not subject to risk of future changes in estimates and
these activities were completed at May 31, 2009. In addition, the future cash outlays resulting from the
liabilities recorded are immaterial. Our disclosures provide the facts and circumstances leading to charges,
the line item in the income statement where the amount is recorded and the amount incurred by segment.

In future filings, we will disclose that these activities were complete at May 31, 2009 and that the future
cash outlays under the remaining accruals are immaterial and not based on estimates subject to risk of
changes.

3

Ms. Linda Cvrkel

August 20, 2009

Page 4

Note 1. Description of Business and Summary of Significant Accounting Policies

Impairment of Long-Lived Assets, page 97

    3.

    We note your disclosure that a limited amount of your total aircraft capacity remains temporarily grounded
because of network overcapacity due to the current economic environment. Please tell us if these aircraft
continue to remain grounded subsequent to your filing of the Form 10-K and if so, please tell us if you have
performed an impairment analysis of these aircraft subsequent to your fourth quarter 2009 analysis. If not,
please tell us why you do not believe such an analysis is required pursuant to the guidance in paragraph 8 of SFAS
No. 144.

Response: At May 31, 2009, we had less than 1% of our aircraft fleet (six aircraft) temporarily
grounded due to current economic conditions. These aircraft have a net book value of $7 million. We
continue to depreciate these aircraft consistent with the existing rules for temporarily idle assets. Our
current volume forecast projects these aircraft returning to revenue service.

As noted on page 97 of our 2009 Form 10-K and in the Critical Accounting Estimate section of our 2009 MD&A,
we operate integrated transportation networks and therefore cash flows for our operating assets are assessed
at a network level, not at an individual asset level, for our analysis of impairment.

As noted above, our current fleet plan calls for all of these aircraft to be returned to revenue service.
Further, during the first quarter of fiscal year 2010, we have had no further aircraft removed from service
and our FedEx Express segment remains profitable, albeit at lower levels than prior years, but consistent
with the trends noted during the fourth quarter of 2009. Accordingly, no additional impairment analysis was
performed subsequent to the fourth quarter of 2009, as we do not believe that events or circumstances have
changed to indicate that the carrying amount of these temporarily grounded assets is not recoverable in
accordance with the factors outlined in paragraph 8 of SFAS 144.

Note 4. Goodwill and Intangibles, page 102

    4.

    It appears from your disclosure in Note 13 that the FedEx Services segment expenses are allocated to the other
transportation segments and you do not report an operating income/loss number for this segment (other than
impairment charges). In light of the fact that it appears this segment mostly supplies services to the other
transportation segments, please explain to us the nature of the goodwill allocated to this segment at May 31, 2009
and explain to us why you believe that this goodwill is realizable. As part of your response, please tell us how you use operating income as part of your forecast and impairment analysis given the lack of a
segment operating income amount.

4

Ms. Linda Cvrkel

August 20, 2009

Page 5

Response: The FedEx Services segment includes the operations of:

    •

    FedEx Services, which provides sales, marketing and information technology support to our
other companies;

    •

    FedEx Customer Information Services, which is responsible for customer service, billings
and collections for FedEx Express and FedEx Ground U.S. customers;

    •

    FedEx Global Supply Chain Services, which provides a range of logistics services to our
customers; and

    •

    FedEx Office, which provides retail access to our customers for our package transportation
businesses and an array of document and business services.

While we treat each of these businesses as reporting units (consistent with the definition in paragraph 30 of
SFAS 142) only FedEx Office has recorded goodwill. We acquired FedEx Office in February 2004 for $2.4
billion and recorded $1.7 billion in goodwill associated with the purchase. In the first quarter of 2008,
FedEx Office became a part of the FedEx Services segment as a result of the strategic changes we made to
FedEx Office (described below in response to comment 5) and to allow the FedEx Office reporting unit to
benefit from the resources and management expertise of FedEx Services. With that reorganization, the FedEx
Services segment became a reportable segment under SFAS 131. However, FedEx Office continued to meet the
definition of a reporting unit for purposes of goodwill impairment testing.

For internal and segment reporting purposes, we allocate the net operating costs of the FedEx Services
segment to the transportation businesses benefiting from those services. However, as a reporting unit, FedEx
Office has forecasted revenues, operating income and cash flows for purposes of our impairment analysis. The
fair value of FedEx Office as of the fourth quarter of 2009 was determined based on current market
conditions, including consideration of market participant assumptions, as well as the expected future
performance of the FedEx Office reporting unit. While the fair value of the FedEx Office reporting unit
declined significantly in 2009, several actions were taken during 2009 to reduce its cost structure and
position it for long-term growth under better economic conditions (as disclosed on page 78 of our 2009 MD&A).
We believe that the remaining goodwill ($362 million) is realizable based on these strategic actions,
combined with our current forecast of future operating income and cash flows for the FedEx Office reporting
unit.

5

Ms. Linda Cvrkel

August 20, 2009

Page 6

Note 13. Business Segment Information, page 121

    5.

    We note from your disclosure in Note 13 to the financial statements that the net operating costs of FedEx
Services segment are allocated to the other transportation segments and the Services segment does not have a
segment operating income/loss amount other than the amount of any goodwill or other impairment charges that are
specific to that segment. Please explain to us how the CODM evaluates segment performance of the FedEx Services
segment (including the operations of FedEx Office). As part of your response, please tell us why you believe it
is appropriate to allocate the entire amount of revenues and expenses of FedEx Services segment (including FedEx
Office) to the other transportation segments. Also, in light of the fact that in the Form 10-K for the year ended
May 31, 2007 you disclosed $45 million operating income for fiscal 2007 related to the FedEx Kinko’s segment,
which is now part of FedEx Services segment, please explain to us why your current 10-K discloses zero operating
income/loss allocated to the Services segment for 2007.

Our strategy for FedEx Services is to operate combined sales, marketing, administrative and IT functions in a
shared services operation that supports our transportation businesses and allows us to pursue synergies from
the combination of these functions. Within the FedEx Services segment we also operate certain businesses
that serve as sales channels for our transportation segments.

Following the acquisition of FedEx Office, we began to change the nature of that business, substantially
increasing its capabilities to accept packages and making significant investments in expanding its retail
network for the benefit of our package businesses. In addition, new service offerings such as print online
were developed, which leverage both the printing and shipping capabilities of these retail access locations.
With these changes, FedEx Office evolved from a collection of individual profit centers into a network of
locations to provide broad shipping access to our customers. Our strategic and capital investment decisions
related to FedEx Office focus heavily on the benefits to the package businesses rather than operating a
standalone retail business. Accordingly, the prominence of our printing and copy business has diminished and
FedEx Office locations are used to offer new products and services that enhance the breadth of the customer
experience to our core shipping services.

The FedEx Services segment is jointly managed by our Executive Vice President, Market Development and
Corporate Communications, and our Executive Vice President, FedEx Information Services and Chief Information
Officer. All of the business units in the FedEx Services segment report to these two individuals and they
make decisions about how to allocate resources within the segment based on the needs of the core
transportation segments. Because the FedEx Services segment (including FedEx Office) provides direct and
indirect support to our transportation businesses, we alloc