SecProbe.io

CORRESP
 1
 filename1.htm

 FEDEX CORPORATION

 942 South Shady Grove Road

 Memphis, Tennessee 38120

 August 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Timothy S. Levenberg

 Re: FedEx Corporation

 Registration Statement on Form S-4

 File No. 333-289716

 Filed August 19, 2025

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
FedEx Corporation, Federal Express Corporation, FedEx Freight, Inc., FedEx Office and Print Services, Inc., Federal Express
Europe, Inc., Federal Express Holdings S.A., LLC and Federal Express International, Inc. (together, the " Registrants ")
hereby respectfully request acceleration of effectiveness of the above referenced Registration Statement so that it will become effective
at 4:00 p.m. EST on August 28, 2025, or as soon as thereafter practicable.

 We request that we be notified of such effectiveness by a telephone
call to Laura A. Kaufmann Belkhayat, Esq. of Skadden, Arps, Slate, Meagher & Flom LLP, the Registrants' counsel, at
(212) 735-2439, and that such effectiveness also be confirmed in writing.

 Very truly yours,

 FEDEX CORPORATION

 By:
 /s/ Trampas T. Gunter

 Name:
 Trampas T. Gunter

 Title:
 Corporate Vice President, Corporate Development and Treasurer

 FEDERAL EXPRESS CORPORATION

 FEDEX FREIGHT, INC.

 FEDEX OFFICE AND PRINT SERVICES, INC.

 FEDERAL EXPRESS EUROPE, INC.

 FEDERAL EXPRESS HOLDINGS S.A.,
 LLC

 FEDERAL EXPRESS INTERNATIONAL, INC.

 By:
 /s/ Trampas T. Gunter

 Name:
 Trampas T. Gunter

 Title:
 Treasurer

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

 [ Signature
Page to SEC Acceleration Request ]

CORRESP
 1
 filename1.htm

 FEDEX CORPORATION

 942 South Shady Grove Road

 Memphis, TN 38120

 August 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: 
 FedEx Corporation

 Registration Statement filed on Form S-4

 File No. 333-289716

 Filed August 19, 2025

 Ladies and Gentlemen:

 FedEx Corporation (the " Company ")
and each of the subsidiary guarantors set forth on the signature pages hereto (the " Guarantors ") are registering
offers to exchange (collectively, the " Exchange Offers ") up to $340,494,000 aggregate principal amount of 3.400% Notes
due 2028, $237,285,000 aggregate principal amount of 4.200% Notes due 2028, $628,053,000 aggregate principal amount of 3.100% Notes due
2029, $406,103,000 aggregate principal amount of 4.250% Notes due 2030, $642,185,000 aggregate principal amount of 2.400% Notes due 2031,
$351,518,000 aggregate principal amount of 4.900% Notes due 2034, $391,912,000 aggregate principal amount of 3.900% Notes due 2035, $619,635,000
aggregate principal amount of 3.250% Notes due 2041, $444,611,000 aggregate principal amount of 3.875% Notes due 2042, $391,769,000 aggregate
principal amount of 4.100% Notes due 2043, $541,689,000 aggregate principal amount of 5.100% Notes due 2044, $503,830,000 aggregate principal
amount of 4.100% Notes due 2045, $913,438,000 aggregate principal amount of 4.750% Notes due 2045, $1,007,069,000 aggregate principal
amount of 4.550% Notes due 2046, $604,653,000 aggregate principal amount of 4.400% Notes due 2047, $743,435,000 aggregate principal amount
of 4.050% Notes due 2048, $696,469,000 aggregate principal amount of 4.950% Notes due 2048, $1,047,658,000 aggregate principal amount
of 5.250% Notes due 2050, $213,040,000 aggregate principal amount of 4.500% Notes due 2065, €391,747,000 aggregate principal amount
of 0.450% Notes due 2029, €145,122,000 aggregate principal amount of 1.300% Notes due 2031 and €402,828,000 aggregate principal
amount of 0.950% Notes due 2033 (collectively, the " Exchange Notes ") for like aggregate principal amounts of 3.400%
Notes due 2028, 4.200% Notes due 2028, 3.100% Notes due 2029, 4.250% Notes due 2030, 2.400% Notes due 2031, 4.900% Notes due 2034, 3.900%
Notes due 2035, 3.250% Notes due 2041, 3.875% Notes due 2042, 4.100% Notes due 2043, 5.100% Notes due 2044, 4.100% Notes due 2045, 4.750%
Notes due 2045, 4.550% Notes due 2046, 4.400% Notes due 2047, 4.050% Notes due 2048, 4.950% Notes due 2048, 5.250% Notes due 2050, 4.500%
Notes due 2065, 0.450% Notes due 2029, 1.300% Notes due 2031 and 0.950% Notes due 2033 (collectively, the " Original Notes "),
respectively, pursuant to the above referenced Registration Statement in reliance on the position of the Staff of the Securities and Exchange
Commission (the " Staff ") enunciated in Exxon Capital Holdings Corp. , SEC No-Action Letter (available April 13,
1988) (hereinafter, Exxon Capital Holdings ), Morgan Stanley & Co. Inc. , SEC No-Action Letter (available
June 5, 1991) and Shearman & Sterling , SEC No-Action Letter (available July 2, 1993). The Company and the
Guarantors represent as follows:

 1. The Company and the Guarantors have not entered into any arrangement or understanding with any person who will receive the Exchange
Notes to distribute those securities following completion of the Exchange Offers. To the best of the Company's and Guarantors'
information and belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business
and will not participate in the Exchange Offers with a view to distribute the Exchange Notes to be received in the Exchange Offers. In
this regard, the Company and the Guarantors will make each person participating in the Exchange Offers aware (through the prospectus for
the Exchange Offers or otherwise) that if such person is participating in the Exchange Offers for the purpose of distributing the Exchange
Notes, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings or interpretive letters
to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended
(the " Securities Act "), in connection with a secondary resale transaction, and be identified as an underwriter in the
prospectus.

 2. The Company and the Guarantors acknowledge that such a secondary resale transaction by such person participating in the Exchange Offers
for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K under the Securities Act.

 3. The Company and the Guarantors will include in the prospectus for the Exchange Offers and the accompanying letter of transmittal
 (a) an acknowledgement that such participant does not intend to engage in a distribution of the Exchange Notes and (b) an
 acknowledgement for each person that is a broker-dealer exchanging Original Notes acquired for its own account as a result of
 market-making activities or other trading activities, that such person will satisfy any prospectus delivery requirements in
 connection with any resale of such Exchange Notes, and a statement to the effect that by so acknowledging and by delivering a
 prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
 Securities Act.

 If you have any further questions or comments or
desire further information in respect of the Registration Statement, please do not hesitate to contact Laura Kaufmann Belkhayat, Esq.
of Skadden, Arps, Slate, Meagher & Flom LLP, our legal counsel, at (212) 735-2439.

 Very truly yours,

 FEDEX CORPORATION

 By:
 /s/ Trampas T. Gunter

 Name:
 Trampas T. Gunter

 Title:
 Corporate Vice President, Corporate Development and Treasurer

 GUARANTORS

 Federal Express Corporation

 Federal Express Europe, Inc.

 Federal Express Holdings S.A., LLC

 Federal Express International, Inc.

 FedEx Freight, Inc.

 FedEx Office and Print Services, Inc.

 By:
 /s/ Trampas T. Gunter

 Name:
 Trampas T. Gunter

 Title:
 Treasurer

 cc:
 Skadden, Arps, Slate, Meagher & Flom LLP

August 26, 2025
Richard W. Smith
Chairman of the Board, Chief Executive Officer, and President
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
Re:FedEx Corporation
Registration Statement on Form S-4
Filed August 19, 2025
File No. 333-289716
Dear Richard W. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Michael S. Hamilton, Esq., of Skadden, Arps, et al.

United States securities and exchange commission logo
September 28, 2022
Michael C. Lenz
Chief Financial Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
Re:FedEx Corporation
Form 10-K for Fiscal Year ended May 31, 2022
Filed July 18, 2022
File No. 001-15829
Dear Mr. Lenz:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

CORRESP

Michael C. Lenz

Finance

Executive Vice President and

942 South Shady Grove

Chief Financial Officer

Memphis, TN 38120

Member of the Executive Committee

 September 23, 2022

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, N.E.

 Washington, D.C. 20549

Attn:
 Joanna Lam

Raj Rajan

Re:
 FedEx Corporation

Form 10-K for Fiscal Year ended May 31, 2022

Filed July 18, 2022

File No. 001-15829

Dear Ms. Lam and Mr. Rajan:

 We are in receipt of the
Staff’s letter, dated September 1, 2022 (the “Comment Letter”), relating to the above-referenced Form 10-K of FedEx Corporation (“FedEx”) for the year ended May 31, 2022 (the
“2022 Form 10-K”). FedEx’s response to the Staff’s comments is set forth below.

 For the
convenience of the Staff’s review, we have set forth below in bold type the numbered comment of the Staff in the Comment Letter, with our response thereto immediately following the comment.

Form 10-K for Fiscal Year ended May 31, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 44

1.
 We note you disclosed that your operating results for 2022 were negatively affected by inflationary cost
pressures. Please revise to address the following:

•

 Disclose any known trends or uncertainties that have had or are reasonably likely to have a material impact
on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by the inflation;

•

 Expand to identify the principal factors contributing to the inflationary pressures you have experienced
and clarify the resulting impact to the company; and

•

 Expand your disclosure to identify specific actions planned or taken, if any, to mitigate inflationary
pressures.

 Response:

We acknowledge the Staff’s comment, and respectfully submit that the 2022 Form 10-K includes
relevant disclosures regarding inflation, which are discussed in more detail below.

 We further acknowledge that, to the extent inflation
continues to have a material impact on our business and results of operations, we will continue to update our related disclosures. Additionally, to further facilitate ease of reference for users of our financial disclosures, beginning with our
Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 filed on September 22, 2022 (the “Q1 FY23 Form 10-Q”), we consolidated the
disclosures regarding trends affecting our business in a new section at the beginning of “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” and we will continue to include such disclosure in
future filings.

 First Quarter Fiscal 2023 Disclosure:

Trends Affecting our Business

The following trends significantly impact the indicators discussed above, as well as our business and operating results. See the risk factors
identified under Part I, Item 1A. “Risk Factors” in our Annual Report, as updated by our quarterly reports on Form 10-Q, for more information. Additionally, see “Results of Operations –
Consolidated Results – Outlook” and “Results of Operations – Consolidated Results – Liquidity Outlook” below for additional information on efforts we are taking to mitigate adverse trends.

Macroeconomic Conditions

While macroeconomic risks apply to most companies, we are particularly vulnerable. The transportation industry is highly cyclical and
especially susceptible to trends in economic activity. Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods and the rate of growth of global trade. Our results for the first
quarter of 2023 were adversely impacted by global volume softness that accelerated in the final weeks of the quarter due to weakening economic conditions.

COVID-19 pandemic

The coronavirus (“COVID-19”) pandemic has had varying impacts on the demand for our services
and our business operations. The COVID-19 pandemic continues to disrupt our business, particularly within areas in Asia as lockdowns have persisted into the first quarter of 2023 and contributed to supply
chain disruptions (discussed below).

 Inflation

Global inflation is well above normal and historical levels, impacting all areas of our business. We are experiencing a decline in demand for
our transportation services as price increases are negatively impacting consumer and business spending. Additionally, we are experiencing higher costs to serve through higher fuel prices, wage rates, purchased transportation costs, and other direct
operating expenses such as operational supplies. We expect inflation to continue to negatively impact our results of operations for the remainder of 2023.

Supply Chain

 Global
supply chain disruptions are continuing to impact the economy, including the availability and cost of labor, as well as the supply of industrial goods. As a result, we are experiencing higher labor rates, purchased transportation costs, as well as
delayed capital expenditures due to the availability of vehicles, trailers, and other package handling equipment. These disruptions have resulted in increased direct costs and inefficiencies in our network operations.

Fuel

 We must purchase
large quantities of fuel to operate our aircraft and vehicles, and the price and availability of fuel is beyond our control and can be highly volatile. The timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel
costs through our fuel surcharges can significantly impact our operating results. While fuel expense increased during the first quarter of 2023 compared to the first quarter of 2022 due to higher fuel prices, we were able to offset higher prices
through yield management actions.

 2

 Geopolitical Conflicts

Given the nature of our business and our global operations, geopolitical conflicts may adversely affect our business and results of operations.
The conflict in Russia and Ukraine that began in February 2022 continues as of the date of this quarterly report. The safety of our team members in Ukraine is our top priority. As we focus on the safety of our team members, we have suspended all
services in Ukraine, Russia, and Belarus, which has not had and is not expected to have a direct material impact on our business or results of operations. However, the broader consequences of this conflict are adversely affecting the global economy
and fuel prices generally, and may also have the effect of heightening other risks disclosed in our Annual Report.

 In addition, we have
included disclosure in our Q1 FY23 Form 10-Q on pages 22 and 27 related to mitigating actions taken during the quarter, and that we will continue to implement for the remainder of fiscal 2023, to offset volume
declines and cost pressures. These actions include continuing to focus on yield management and revenue quality, managing capacity to lower demand levels, including reducing flight frequencies and temporarily parking aircraft at FedEx Express, and
reducing Sunday operations, closing select sort operations and taking other linehaul expense actions at FedEx Ground. We are also executing targeted actions to reduce shared and allocated overhead expenses, including lowering variable incentive
compensation, reducing vendor utilization, deferring certain projects, and closing certain FedEx Office and corporate office locations. Also, on page 36 we discuss that we are lowering our expected capital expenditures in response to macroeconomic
trends in our business.

 References to inflation included in the 2022 Form 10-K are as follows:

•

 Known trends or uncertainties arising from, related to, or caused by inflation, including in Part I, Item 1A.
Risk Factors under “Macroeconomic and Market Risks – We are directly affected by the state of the global economy and geopolitical developments” on page 26; “Operating Risks – We are self-insured for certain costs associated
with our operations, and insurance and claims expenses could have a material adverse effect on us” on page 29; and “Human Resource Management Risks – Our failure to attract and retain employee talent or maintain our company culture,
as well as increases in labor and purchased transportation costs, could adversely impact our business and results of operations” on page 33; and Part II, Item 7. Management’s Discussion and Analysis of Results of Operations and Financial
Condition under “Results of Operations and Outlook – Consolidated Results – Outlook” on page 53 and “Reportable Segments – FedEx Express Segment – FedEx Express Segment Outlook” on page 57.

 For example, on page 26 we discuss how our business levels are directly tied to the purchase and production of
goods and the rate of growth of global trade – key macroeconomic measurements influenced by, among other things, inflation and deflation. On pages 29 and 33 we discuss the effect inflation can have on our self-insurance accruals and labor and
purchased transportation costs. Additionally, on page 53 we discuss the expected continued impact of slowing economic conditions (largely due to inflation) on our volumes and inflationary pressures on our costs in fiscal 2023. Details regarding the
expected impacts of inflation at FedEx Express during fiscal 2023 are included on page 57.

•

 The principal factors contributing to the inflationary pressures we have experienced and the resulting impact to
FedEx, including in Part II, Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition under “Results of Operations and Outlook – Consolidated Results – Overview” on page 47, “ –
Revenue” on page 50, “ – Operating Expenses” on page 51, “ – Fuel” on page 51, “Reportable Segments – FedEx Express Segment – FedEx Express Segment Operating Income” on page 57, “–
FedEx Ground Segment – FedEx Ground Segment Operating Income” on page 59, and “ – FedEx Freight Segment – FedEx Freight Segment Operating Income” on pages 60-61.

 3

 For example, on page 51 we discuss generally how the challenging labor market and
inflationary pressures contributed to increases in purchased transportation, salaries and employee benefits, and other operating expenses, and how higher fuel surcharges contributed to increased purchased transportation costs, in fiscal 2022.
Details regarding the impact of inflation at FedEx Express, FedEx Ground, and FedEx Freight during fiscal 2022 is included on pages 57 and 59-61.

•

 Specific actions planned or taken to mitigate inflationary pressures, including in Part II, Item 7.
Management’s Discussion and Analysis of Results of Operations and Financial Condition under “Results of Operations and Outlook – Consolidated Results – Overview” on page 46, “ – Revenue” on page 50, “
– Fuel” on page 51, “ –Outlook” on page 53, “Reportable Segments – FedEx Express Segment – FedEx Express Segment Revenue” on page 56, “ – FedEx Express Segment Operating Income” on page 57,
“ – FedEx Express Segment Outlook” on page 57, “ – FedEx Ground Segment – FedEx Ground Segment Revenue” on page 58, “ – FedEx Ground Segment Operating Income” on page 59, “ – FedEx Ground
Segment Outlook” on page 59, “ – FedEx Freight Segment – FedEx Freight Segment Revenue” on page 60, “ – FedEx Freight Segment Operating Income” on pages 60-61, “
– FedEx Freight Segment Outlook” on page 61, and “Financial Condition – Liquidity Outlook” on page 64.

For example, on pages 46, 50, 56, 58, 59, and 60, we discuss yield management actions as well as a mix shift to our higher yielding services
due to strategic actions to improve revenue quality, which led to revenue and operating income growth in fiscal 2022 despite the increased costs due to inflationary pressures discussed above. Additional strategic actions intended, in whole or in
part, to mitigate inflationary pressures are discussed on pages 53, 57, 59, and 61, including continuing to manage network capacity to demand levels, flexing our network, and making adjustments as needed to align operating costs to volumes, and
continuing to execute targeted actions to improve productivity and lower costs both through advanced technology and optimization of operations. Additionally, on page 64 we note that we are continuing to actively manage and optimize our capital
allocation due to inflationary pressures and other factors.

2.
 We note you disclosed that labor market challenges contributed to global supply chain disruptions and
affected the availability and cost of labor resulting in network inefficiencies, higher purchased transportation costs, and higher wage rates in 2022. You also state that disruptions in global supply chains could limit the access of FedEx and your
service providers to vehicles and other key capital resources and increase your costs. Please revise to address the following:

•

 Discuss whether supply chain disruptions materially affect your outlook or business goals. Specify whether
these challenges have materially impacted your results of operations or capital resources and quantify, to the extent possible, how your sales, profits, and/or liquidity have been impacted;

•

 Expand your disclosure to identify specific actions planned or taken, if any, to mitigate supply chain
pressures;

•

 Revise to discuss known trends or uncertainties resulting from mitigation efforts undertaken, if any;
and

•

 Explain whether any mitigation efforts introduce new material risks, related to service quality or
reliability.

 4

 Response:

We acknowledge the Staff’s comment, and respectfully submit that the 2022 Form 10-K includes
relevant disclosures regarding supply chain disruptions, which are discussed in more detail below.

 We further acknowledge that, to the
extent supply chain disruptions continue to have a material impact on our business and results of operations, we will continue to update our related disclosures. Additionally, as noted above we included a new separately captioned section
consolidating our disclosure regarding trends affecting our business in our Q1 FY23 Form 10-Q, and we will continue to include such disclosure in future filings.

References to supply chain disruptions included in the 2022 Form 10-K are as follows:

•

 The effect of supply chain disruptions on our results of operations and outlook, including Part II, Item 7.
Management’s Discussion and Analysis of Results of Operations and Financial Condition under “Results of Operations and Outlook – Consolidated Results – Overview” on page 47, “ – Outlook” on page 53, and
“Financial Condition – Liquidity Outlook” on page 64.

 For example, on page 47 we discuss how labor
market challenges contributed to global supply chain disruptions and affected the availability and cost of labor resulting in network inefficiencies, higher purchased transportation costs, and higher wage rates during fiscal 2022. On page 53 we note
that uncertainty regarding the impact a slowing global economy, geopolitical challenges, and the continuing effect of the COVID-19 pandemic will have on supply chains and other factors make expectations
regarding fiscal 2023 inherently less certain. While these factors negatively impacted our business and results of operations during fiscal 2022, we are not able to quantify their direct impact.

•

 Known trends or uncertainties arising from, related to, or caused by supply chain disruptions , including in Part
I, Item 1A. Risk Factors under “Macroeconomic and Market Risks – We are directly affected by the state of the global economy and geopolitical developments” on page 26; “Operating Risks – The continuing impact of the COVID-19 pandemic on our business, results of operations, and financial condition is highly unpredictable” on page 28; “Human Resource Management Risks – Our failure to attract and retain employee
talent or maintain our company culture, as well as increases in labor and purc

CORRESP
1
filename1.htm

CORRESP

 Michael C. Lenz

 Executive Vice President
and

 Chief Financial Officer

 Member of the Executive
Committee

 Finance

 942 South Shady Grove

Memphis, TN 38120

 September 6, 2022

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Joanna Lam

Raj Rajan

Re:
 FedEx Corporation

Form 10-K for Fiscal Year ended May 31, 2022

Filed July 18, 2022

File No. 001-15829

Dear Ms. Lam and Mr. Rajan:

 FedEx Corporation
(“FedEx”) acknowledges receipt on September 1, 2022 of the Staff’s letter dated September 1, 2022 (“September 1, 2022 Comment Letter”) containing comments on the above-captioned filing. The September 1, 2022
Comment Letter requests a response within ten business days. The FedEx Finance and Legal teams with primary responsibility for preparing the response are currently preparing FedEx’s Quarterly Report on Form
10-Q for our fiscal quarter ended August 31, 2022 (the “First Quarter Fiscal 2023 Form 10-Q”) which will be filed on or about September 22, 2022.
Accordingly, we respectfully request an extension of the response period to September 23, 2022, the day after we plan to file the First Quarter Fiscal 2023 Form 10-Q.

Respectfully submitted,

FedEx Corporation

By:

/s/ Michael C. Lenz

 Michael C. Lenz

 Executive Vice President and
Chief Financial Officer

United States securities and exchange commission logo
September 1, 2022
Michael C. Lenz
Chief Financial Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
Re:FedEx Corporation
Form 10-K for Fiscal Year ended May 31, 2022
Filed July 18, 2022
File No. 001-15829
Dear Mr. Lenz:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year ended May 31, 2022
Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 44
1.We note you disclosed that your operating results for 2022 were negatively affected
by inflationary cost pressures.  Please revise to address the following:
•Disclose any known trends or uncertainties that have had or are reasonably likely to
have a material impact on your cash flows, liquidity, capital resources, cash
requirements, financial position, or results of operations arising from, related to, or
caused by the inflation;
•Expand to identify the principal factors contributing to the inflationary pressures you
have experienced and clarify the resulting impact to the company; and
•Expand your disclosure to identify specific actions planned or taken, if any, to
mitigate inflationary pressures.

 FirstName LastNameMichael C. Lenz
 Comapany NameFedEx Corporation
 September 1, 2022 Page 2
 FirstName LastName
Michael C. Lenz
FedEx Corporation
September 1, 2022
Page 2

2.We note you disclosed that labor market challenges contributed to global supply chain
disruptions and affected the availability and cost of labor resulting in network
inefficiencies, higher purchased transportation costs, and higher wage rates in 2022.  You
also state that disruptions in global supply chains could limit the access of FedEx and your
service providers to vehicles and other key capital resources and increase your costs.
Please revise to address the following:
•Discuss whether supply chain disruptions materially affect your outlook or business
goals.  Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales,
profits, and/or liquidity have been impacted;
•Expand your disclosure to identify specific actions planned or taken, if any, to
mitigate supply chain pressures;
•Revise to discuss known trends or uncertainties resulting from mitigation efforts
undertaken, if any; and
•Explain whether any mitigation efforts introduce new material risks, related to
service quality or reliability.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 4628

March 16  2017

Via E-Mail
Alan B. Graf, Jr.
Executive Vice President and Chief Financial Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, TN 38120

 Re: FedEx Corporation
  Form 10-K for the Fiscal Year Ended May 31, 2016
  Filed July 18 , 2016
  File No. 1-15829

Dear Mr. Graf:

We refer you to our comment letter  dated  February 14, 2017  regarding business contacts
with Syria and Sudan .  We have completed our review of this subject matter.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Clement E. Klank III
  Vice President Securities and Corporate Law
  FedEx Corporation

  Anne Parker
  Assistant Director
  Division of Corporation Finance

CORRESP
1
filename1.htm

CORRESP

Clement Edward Klank III

942 South Shady Grove Road

Staff Vice President

Memphis, TN 38120

Securities & Corporate Law

Telephone 901.818.7167

Fax 901.492.7286

ceklank@fedex.com

 Via EDGAR and FedEx Express

March 14, 2017

 Cecilia D. Blye

Chief, Office of Global Security Risk

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E., Mail Stop 4628

 Washington, D.C. 20549-5546

Re:
  FedEx Corporation

   Form 10-K for the Fiscal Year Ended May 31, 2016

   Filed July 18,
2016

   File No. 1-15829

Dear Ms. Blye:

 We are in receipt of the Commission’s
letter to Alan B. Graf, Jr., Executive Vice President and Chief Financial Officer of FedEx Corporation, dated February 14, 2017, providing comments and requesting information relating to our contacts with Syria and Sudan. FedEx’s responses
to the Commission’s comments are as follows:

 General

1.
In your letter to us dated March 11, 2014, you described contacts with Syria and Sudan. We note that your FedEx Small Business Center website provides a list of Syria import and export restrictions. As you
are aware, Syria and Sudan are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of past, current, and anticipated contacts
with Syria and Sudan since your prior letter, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. We note that Syria YP’s website provides an address in Damascus, Syria for FedEx, and it
provides a link to FedEx’s website; and USGoBuy and My Germany’s websites provide information for shipping to Syria and Sudan via FedEx. You should describe any products, services, technology or components you have provided to Syria and
Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

 Response:

FedEx Small Business Center Website; Third-Party Websites in Syria, Germany and the United States

As discussed in more detail below, we currently do not provide any transportation services to or from Syria or Sudan, and our website (fedex.com) indicates
that we do not provide such services. However, the FedEx Small Business Center website inadvertently provided information regarding import and export restrictions pertaining to Syria. In order to avoid any inference – through the provision of
such information – that we provide transportation services to or from Syria, we have removed the Syria information page from the FedEx Small Business Center website. We also have removed Syria from the overall country list on the FedEx Small
Business Center website for which country profiles are available.

 We are generally aware that freight forwarding and shipping companies sometimes falsely
purport to offer FedEx shipping services to Syria and Sudan on their own or other websites. Upon becoming aware of such false references on third-party websites, we work with appropriate parties to promptly remove such references. We contacted the
operator of the SyriaYP.com website and requested that any references to FedEx be removed. We also contacted the operators of the myGermany.com and USGoBuy.com websites and requested that any references to FedEx shipping services to Syria or Sudan
be removed. As of the date of this letter, references to FedEx have been removed from the SyriaYP.com website and references to FedEx shipping services to Syria or Sudan have been removed from the other two websites.

We will continue to work to remove unauthorized references to FedEx shipping services on third-party websites throughout the world. This is an ongoing
endeavor, as unauthorized and false website references to FedEx services are commonplace, especially in foreign jurisdictions. In addition, we have noted on our own website that customers and other stakeholders and interested parties should not rely
on information from third-party websites regarding FedEx services that contradicts the service information that we publish.

 Contacts with Syria

 There has been no change with respect to our contacts with Syria since our March 11, 2014 letter to the Commission. We do not provide,
directly or indirectly, any transportation services to or from Syria. FedEx has never had any assets or employees in Syria, any flights to, from or within Syria or any direct operations in Syria. TNT Express, our subsidiary that we acquired on
May 25, 2016 (the “Acquisition Date”), has had no assets or employees in Syria, and has not provided, directly or indirectly, any transportation services to or from Syria, since the Acquisition Date. Until such time that we may
legally resume transportation services to and from Syria, we will not provide such services.

 Due to U.S. government restrictions, our aircraft currently
do not fly through airspace controlled by Syria. Prior to these restrictions becoming effective, our aircraft occasionally flew through Syrian airspace (in accordance with relevant U.S. sanction laws and regulations and U.S. Federal Aviation
Administration directives), as a result of which we made immaterial payments – called overflight fees – to the Syrian government. Such payments were not prohibited by U.S. law or

 2

sanctions policy. We made the payments to Hadid International Services, based in Dubai, which in turn paid the Syrian government. We paid overflight fees in fiscal 2014 relating to two flights in
fiscal 2013. We also paid one overflight fee in fiscal 2015 relating to a single flight in May 2014 that was required to divert into Syrian airspace due to safety and weather concerns, in compliance with applicable U.S. restrictions and regulations.
If U.S. government restrictions pertaining to Syrian airspace are lifted, our aircraft may resume occasionally flying through airspace controlled by Syria.

To the best of our knowledge, we do not have any other contacts with the Syrian government or entities affiliated with the Syrian government.

Our wholly owned subsidiary FedEx Trade Networks, Inc., through its wholly owned subsidiary FedEx Trade Networks Transport & Brokerage, Inc.
(collectively, “FTN”), continues to offer customs brokerage services for certain goods of Syrian origin being imported into the United States and Canada, as permitted by U.S. law and sanctions policy. FTN provided customs brokerage
services in April 2015 for one shipment from Dubai, United Arab Emirates to New York that was said to contain one item of Syrian origin (a wooden sculpture). This shipment qualified as an exempt transaction under the Syrian Sanctions Regulations (31
C.F.R. §§ 542.211(b) and 542.307(a)) and was allowed to proceed. To the best of our knowledge, since our March 11, 2014 letter to the Commission, FTN has not provided customs brokerage services for any other shipments containing
items of Syrian origin.

 Contacts with Sudan

There has been no change with respect to our contacts with Sudan since our March 11, 2014 letter to the Commission. We do not provide, directly or
indirectly, any transportation services to or from Sudan, and we do not plan to provide any such services in the future. FedEx has never had any assets or employees in Sudan, any flights to, from or within Sudan or any direct operations in Sudan.
Our subsidiary TNT Express has had no assets or employees in Sudan, and has not provided, directly or indirectly, any transportation services to or from Sudan, since the Acquisition Date.

Our aircraft may occasionally fly through airspace controlled by Sudan, as a result of which we may pay immaterial overflight fees to the Sudanese government.
Such payments are not prohibited by U.S. law or sanctions policy. As with Syria, we make any such payments through Hadid International Services. As we previously disclosed, our aircraft flew through Sudanese airspace four times between January 2011
and March 2014 for charter flights. Hadid International Services sent us invoices for those four charter flights in June 2016 (for fiscal 2012 overflights) and September 2016 (for fiscal 2014 overflights). Upon receipt of these invoices, we became
obligated to pay the applicable overflight fees, and we made such payments in fiscal 2017. Since our March 11, 2014 letter to the Commission, our aircraft have not flown through Sudanese airspace.

To the best of our knowledge, we do not have any other contacts with the Sudanese government or entities affiliated with the Sudanese government.

 3

 We have comprehensive export controls and economic sanctions programs designed to ensure compliance with U.S. and
other applicable export laws, rules and regulations. As part of our ongoing efforts to monitor the effectiveness of our international trade compliance programs, in January 2017 FTN identified one August 2013 shipment from the United States to Canada
for which FTN provided customs brokerage services and which contained items of Sudanese origin. The items – one piece of jewelry valued at $3 and four containers of dry spices valued at $20 – were identified as gifts, and qualified as an
authorized transaction under the Sudanese Sanctions Regulations (31 C.F.R. § 538.510).

 FTN continues to offer customs brokerage services for certain
goods of Sudanese origin being imported into the United States and Canada, as permitted by U.S. law and sanctions policy. To the best of our knowledge, since our March 11, 2014 letter to the Commission, FTN has not provided customs brokerage
services for any shipments containing items of Sudanese origin.

2.
Please discuss the materiality of any contacts with Syria and Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You
should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal
governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

Response: As discussed above, we currently do not provide transportation services to or from Syria or Sudan. Our only contacts with Syria
and Sudan are in connection with the indirect and legal payment of overflight fees (subject, however, to the current restrictions regarding Syria, as discussed above) and our provision of customs brokerage services for shipments that contain goods
with an origin in Syria or Sudan.

 The following table sets forth the overflight fees paid to Syria and Sudan (which include the services fees of the
third-party payment agent) during our past three fiscal years ended May 31 and for the eight-month period ended January 31, 2017:

FY2017 (8 months)

FY2016

FY2015

FY2014

 Syria

$
0

$
0

$
533
(a)

$
1,358
(b)

 Sudan

$
15,773
(c)

$
0

$
0

$
0

(a)
Payment relates to a single flight that occurred in fiscal 2014 that was required to divert into Syrian airspace due to safety and weather concerns, in compliance with applicable U.S. restrictions and regulations.

 4

(b)
Payment relates to flights that occurred in fiscal 2013.

(c)
Payment relates to flights that occurred in fiscal 2012 (for which we received invoices in June 2016) and fiscal 2014 (for which we received invoices in September 2016).

The aggregate net revenue for these customs brokerage services and the overflight fee amounts are both inconsequential.

Based upon these quantitative and qualitative factors, and given that we have received few investor inquiries in this area, we do not believe that such
contacts have had or will have any impact on investor sentiment or our reputation or share value. We are certainly sensitive to the concerns of our investors, however, and we will continue to monitor investor sentiment and activity in this area, as
we routinely do in many other areas.

 In closing, we do not believe that a reasonable investor would consider additional information about our limited
contacts with Syria and Sudan important or helpful in arriving at an investment decision. Our contacts with these countries are not material to our financial condition or operating results, and we continue to believe that they do not constitute an
investment risk for our stockholders. Accordingly, we plan to continue to make no reference to Syria or Sudan in our filings with the Commission.

 Please
be advised that we understand our obligation to ensure the accuracy and adequacy of the disclosure in our filings with the Commission, that our filings include all information required under the Securities Exchange Act of 1934 and that we provide
all information that investors require for an informed investment decision.

 Please contact me if you have any additional questions.

Very truly yours,

FedEx Corporation

 /s/ Clement E. Klank III

Clement E. Klank III

cc:
Frederick W. Smith

 Christine P. Richards

Alan B. Graf, Jr.

 5

Mail Stop 4628

February 14 , 201 7

Via E-Mail
Alan B. Graf, Jr.
Executive Vice President and Chief Financial Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, TN 38120

 Re: FedEx Corporation
  Form 10-K for the Fiscal Year Ended May 31, 2016
  Filed July 18 , 2016
  File No. 1-15829

Dear Mr. Graf:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may bette r
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstance s, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. In your letter to us dated March 11, 2014, you described contacts with Syria and Sudan.
We note that your FedEx Small Business Center website provides a list of Syria import
and export restrictions.  As you are aware, Syria and Sudan are designated by the State
Department as state sponsors of terrorism and are subject to U.S. economic sanctions and
export  controls.  Please describe to us the nature and extent of past, current, and
anticipated contacts with Syria and Sudan since your prior letter, whether through
subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements.  We
note that Syria YP’s website provides an address in Damascus, Syria for FedEx, and it
provides a link to FedEx’s website; and USGoBuy and My Germany’s websites provide
information for shipping to Syria and Sudan via FedEx.  You should describe any
product s, services, technology or components you have provided to Syria and Sudan,

Alan B. Graf, Jr.
FedEx Corporation
 February 14 , 2017
 Page 2

 directly or indirectly, and any agreements, commercial arrangements, or other contacts
with the governments of those countries or entities they control.

2. Please discuss the materi ality of any contacts with Syria and Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the appro ximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in makin g an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other investors have proposed or adopted
divestment or si milar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operatio ns associated with Syria and Sudan.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jenn ifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Clement E. Klank III
  Vice President Securities and Corporate Law
  FedEx Corporation

  Anne Parker
  Assistant Director

October 19, 2016

Alan B. Graf, Jr.
Executive Vice President and Chief Financial Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee  38120

Re: FedEx Corporation
 Form 8-K dated June 21, 2016
Filed June 21, 2016
File No. 001 -15829

Dear Mr. Graf :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR AND FEDEX EXPRESS

October 11, 2016

 Andrew Mew

Senior Assistant Chief Accountant

 Office of Transporation and
Leisure

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:

 FedEx Corporation

 Form 8-K dated
June 21, 2016

 Filed June 21, 2016

File No. 001-15829

 Dear Mr. Mew:

 We are in
receipt of the Commission’s letter dated September 28, 2016 relating to the above-referenced Form 8-K dated and furnished on June 21, 2016 (“8-K”). The following are FedEx Corporation’s responses to the
Commission’s comments:

 Exhibit 99.1

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures, page 6

1.
Please revise your next earnings release to begin your reconciliations with GAAP results rather than non-GAAP results. See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued
on May 17, 2016.

 Response: We will revise in future filings the format of our reconciliation
tables to begin with GAAP results.

2.
Revise your disclosure of usefulness of non-GAAP measures to investors to provide a more substantive and concise discussion of how each of your non-GAAP measures are useful to investors. Also, consider balancing
your claims that the non-GAAP measures are “more meaningful,” “more accurate,” and “better” than comparable GAAP measures by also disclosing the limitations of the measures. Please provide us with your proposed changes
in your response letter.

 Response: Our 8-K includes a discussion of our presented non-GAAP financial
measures and why we believe they are useful to investors. However, to the extent applicable in future filings, we will modify our discussion as follows:

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 fourth quarter and adjusted full-year fiscal
2016 and 2015 consolidated operating income and margin, net income and earnings per share, and adjusted fourth quarter and full-year fiscal 2015 FedEx Express segment operating income and margin. These financial measures have been adjusted to
exclude the impact of the following transactions (as applicable):

•

The year-end mark-to-market (“MTM”) accounting adjustments (non-cash) for our defined benefit pension and other postretirement plans;

•

The adjustment (non-cash) in “Corporate, eliminations and other” resulting from the change in recognizing expected return on plan assets for our defined benefit pension and other postretirement plans at the
segment level associated with the adoption of MTM accounting in fiscal 2015;

•

Expenses in connection with the settlement of (and certain expected losses relating to) independent contractor litigation matters involving FedEx Ground, net of recognized insurance recovery;

•

Expenses in connection with the settlement of a U.S. Customs and Border Protection matter involving FedEx Trade Networks, net of recognized insurance recovery;

 Mr. Andrew Mew

October 11, 2016

 Page 2

•

Expenses associated with the acquisition, financing and integration of TNT Express B.V. (“TNT Express”) and its operating results from the date of acquisition, net of any tax impact, including the income tax
impact of an internal corporate legal entity restructuring to facilitate the integration of FedEx Express and TNT Express that is presented as a separate item herein; and

•

Aircraft impairment and related charges incurred in the fourth quarter of fiscal 2015.

 The
MTM accounting-related adjustments are excluded from our non-GAAP financial measures because these non-cash items are unrelated to our core operating performance.

The litigation-related matters are excluded from our non-GAAP financial measures because they are unrelated to our core operating performance
and to assist investors with assessing trends in our underlying businesses.

 The TNT Express expense items, as well as the income tax
impact of an internal corporate legal entity restructuring to facilitate the integration of FedEx Express and TNT Express, are excluded from our non-GAAP financial measures because these items impacted the year-over-year comparability of our
financial statements and are not related to our core operating performance. We excluded TNT Express operating results from the date of acquisition from our non-GAAP financial measures because it was acquired on May 25, 2016 (six days before the
end of our fiscal year), and its financial results were immaterial from the date of acquisition and not presented as a separate segment.

 Mr. Andrew Mew

October 11, 2016

 Page 3

 The aircraft impairment and related charges are excluded from our non-GAAP financial measures to
allow users of our financial statements to assess trends in our underlying businesses.

 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 segment’s ongoing performance.

 Our non-GAAP
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 Securities and Exchange Commission rules, the tables below present a reconciliation of our presented non-GAAP financial measures to the most directly comparable GAAP measures.

We will continue to evaluate the appropriateness of these disclosures and update as appropriate.

3.
You exclude the impact of the operations of TNT Express from the date of acquisition as well as the tax impact of the corporate restructuring for the TNT acquisition from Adjusted Earnings in the fourth quarter of
2016. Please tell us why you believe excluding the ongoing operating results of TNT is indicative of your ongoing business operations. Also, clarify whether you have excluded the tax impact of the corporate restructuring but not the actual impact of
the restructuring from the non-GAAP measure Adjusted Earnings. See Questions 100.01 and 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Response: We acquired TNT Express on May 25, 2016. Because TNT Express was acquired so late in our fiscal year ended
May 31, 2016 (“fiscal 2016”), its financial results were immaterial and not reported as a separate segment for fiscal 2016.

During fiscal 2016 we incurred significant expenses related to our acquisition of TNT Express, including transaction, financing and
integration planning expenses. Since these items impacted the year-over-year comparability of our financial statements and were not related to our existing business operations for fiscal 2016, we excluded these expenses from our Adjusted Earnings.
Since we owned TNT Express for only six days during fiscal 2016, and its financial results were immaterial and not presented as a separate segment, we also excluded from our Adjusted Earnings its financial results from the date of acquisition.
Excluding these items related to TNT Express from our Adjusted Earnings allowed users of our financial statements to assess our year-over-year performance in a manner that is consistent with how they have historically viewed our business and how we
provided earnings guidance throughout fiscal 2016.

 Mr. Andrew Mew

October 11, 2016

 Page 4

 For our fiscal year ending May 31, 2017 (“fiscal 2017”), beginning with our
earnings release dated September 20, 2016, we are presenting TNT Express as a separate segment and accordingly, are not excluding its base business results from our fiscal 2017 Adjusted Earnings.

The income tax benefit of $76 million excluded from our Adjusted Earnings resulted from an internal corporate restructuring (i.e., a
legal entity realignment) to facilitate the integration of FedEx Express and TNT Express. This item related to a legal entity restructuring only, so there were no restructuring costs associated with this item.

Should you have any questions regarding our responses to the Commission’s accounting comments, please feel free to call John L. Merino, Corporate Vice
President and Principal Accounting Officer of FedEx, at (901) 818-7050. All other questions should be directed to Clement E. Klank III, Staff Vice President—Securities and Corporate Law of FedEx, at (901) 818-7167.

Very truly yours,

FedEx Corporation

/s/ ALAN B. GRAF, JR.

Alan B. Graf, Jr.

cc:

 Frederick W. Smith

 Christine P. Richards

John L. Merino

 Clement E. Klank III

Jennifer L. Johnson

September 28 , 2016

Alan B. Graf, Jr.
Executive Vice President and Chief Financial Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee  38120

Re: FedEx Corporation
 Form 8-K dated June 21, 2016
Filed June 21, 2016
File No. 001 -15829

Dear Mr. Graf :

We have limited our review  of your filing  to those issues w e have addressed in our
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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments appl y to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Exhibit 99.1

Reconciliation of Non -GAAP Financial Measures to GAAP Financial Measure s, page 6

1. Please revise your next earnings release to  begin your reconciliations with GAAP results
rather than non-GAAP results. See Question 102.10 of the updated Non-GAAP Compliance
and Disclosure Interpretations  issued on May 17, 2016 .

2. Revise your disclosure of usefulness of non -GAAP measures to investors to provide a more
substantive  and concise  discussion of how each of your non -GAAP measures are useful to
investors.  Also, consider balancing your claims that the non -GAAP measures are “more
meaningful,” “more accurate,” and  “better” than comparable GAAP measures by also
disclosing the limitations of the measures. Please provide us with your proposed changes in
your response letter .

Alan B. Graf, Jr.
FedEx Corporation
September 28 , 2016
Page 2

 3. You exclude the impact of the operations of TNT Expres s from the date of acquisition as
well as the tax impact of the corporate restructuring for the TNT acquisition from Adjusted
Earnings in the fourth quarter of 2016. Please tell us why you believe excluding the ongoing
operating results of TNT is indicativ e of your ongoing business operations . Also, clarify
whether  you have excluded the tax impact of the corporate restructuring but not the actual
impact of the restructuring from the non -GAAP measure Adjusted Earnings. See Questions
100.01 and 102.11 of the updated Non -GAAP Compliance and Disclosure Interpretations
issued on May 17, 2016.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 mad e.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 or Lyn Shenk at 202 -551-3380 with any
questions related to these comments.   You may also contact me at 202 -551-3377.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        October 7, 2014

Via E-mail
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 Fiscal Year Ended May 31, 201 4
Filed  July 14 , 2014
 File No.  001-15829

Dear Mr. Graf:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

CORRESP

Alan B. Graf, Jr.

942 South Shady Grove Road

Executive Vice President

Memphis, TN 38120

Chief Financial Officer

Telephone 901.818.7370

Member of the Executive Committee

Fax 901.818.7166

abgraf@fedex.com

 Via EDGAR and FedEx Express

September 23, 2014

 Linda Cvrkel

Branch Chief

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549-5546

Re:
FedEx Corporation

 Form 10-K for the Fiscal Year Ended May 31, 2014

Filed July 14, 2014

File No. 001-15829

 Dear
Ms. Cvrkel:

 We are in receipt of the Commission’s letter to Alan B. Graf, Jr., Executive Vice President and Chief Financial Officer of FedEx
Corporation, dated September 12, 2014, relating to the above-referenced Form 10-K for the year ended May 31, 2014 (“2014 Form 10-K”). FedEx Corporation’s response to the Commission’s comment is as follows:

Form 10-K

 Management’s
Discussion and Analysis of Results of Operations and Financial Condition, page 36

 Results of Operations, page 37

Operating Income, page 41

1.
We note that despite an overall decrease in fuel expense and a lower jet fuel price per gallon, fuel expense had a significant negative impact on your operating income in fiscal 2014. Please revise to disclose
further details concerning the static analysis that compares the year-over-year changes in fuel prices and surcharges that explain in further detail how these changes negatively impacted your operating income in fiscal 2014. In this regard, stating
that you perform a static analysis that reveals a negative impact while fuel expense actually decreased in fiscal 2014 is confusing to an investor. Please revise accordingly. Your discussion of your operating results for your segments should be
similarly revised where applicable.

 Ms. Linda Cvrkel

September 23, 2014

  Page
 2

 Response:

For clarification, on page 41 of our 2014 Form 10-K we disclose that the net impact of fuel, not fuel expense, had a significant negative
impact on operating income in 2014. This distinction is important, as the net impact of fuel (described further on page 42), represents the impact on our operating results of year-over-year changes in fuel prices compared to year-over-year changes
in fuel surcharge revenues, and not simply the impact of fuel expense on our business. For reference, in our 2014 Form 10-K, we discuss the mechanics of our fuel surcharges in several sections, including in Item 1, “Business” (pages
9, 13, and 15), Item 7, “Management’s Discussion and Analysis” (pages 37, 42, and 45) and in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” (page 129).

We acknowledge that understanding the net impact of fuel on our operating results is complex but to give investors more qualitative insight
into one of the key drivers of our operating performance, it is important to understand how fuel surcharge revenues interact with the related incremental fuel price they are intended to mitigate. Accordingly, we set forth additional factors
describing the net impact of fuel on our operating results in our response below and in future filings we will consolidate and revise our disclosures with respect to the net impact of fuel into one disclosure to enhance the transparency and
understanding of this complex dynamic on our operating results. We included our revised disclosure describing the net impact of fuel on our operating results in our first quarter 2015 Form 10-Q filed with the SEC on Thursday, September 18,
2014.

 For fiscal 2014, fuel expense decreased $189 million or 4% from 2013, as the average price per gallon of jet fuel decreased 2.8% and
vehicle fuel decreased 1.3%. However, fuel surcharge revenue declined on a year-over-year basis (a negative factor on operating results) by a greater amount than the decrease in fuel price (a positive factor on operating results), resulting in a net
negative impact on our operating results. As we disclosed in our 2014 Form 10-K and further described below, many other factors affect the net impact of fuel on our operating results and our static analysis does not take these factors into account.
Therefore, we believe disclosing a quantitative amount of the net impact of fuel from our analysis would imply a level of precision that would not be appropriate. Because the design of our fuel surcharges is intended to offset fuel price
fluctuations in the pricing of our services, we believe qualitative disclosure of the directional net impact of fuel on our results is the most appropriate approach to communicate the impact of fuel on our business.

 Ms. Linda Cvrkel

September 23, 2014

  Page
 3

 Our fuel surcharges, which vary in structure across our operating companies, determine the
amount of fuel surcharge revenue we charge to our customers. As described on pages 51, 54 and 57 of our 2014 Form 10-K, our fuel surcharges for our FedEx Express, FedEx Ground and FedEx Freight businesses are indexed. The index used to determine the
fuel surcharge percentage for our FedEx Freight business adjusts weekly according to the average diesel price per gallon published by the Department of Energy. However, the indices used to determine our fuel surcharge percentages at our FedEx
Express and FedEx Ground businesses incorporate a timing lag of approximately six to eight weeks before an adjustment to the percentages is made, a design principally structured to assist our customers in the planning of their operations. As an
example, the June 2014 fuel surcharge at FedEx Express was based on the average spot price for fuel in April 2014. In addition, the structure of our fuel surcharge at FedEx Express and FedEx Ground does not adjust for direct changes in fuel price,
but allows for the fuel surcharge to remain unchanged as long as fuel prices remain within certain bands. As disclosed in our 2014 Form 10-K (page 129), the fuel surcharge index also allows fuel prices to fluctuate approximately 2% for FedEx Express
and approximately 4% for FedEx Ground before an adjustment to the fuel surcharge occurs.

 In contrast to the timing lag which impacts fuel
surcharge revenue percentages, we purchase fuel on a daily basis at market prices and our purchases are subject to daily fluctuations in price. Thus, should the market price of fuel suddenly change by a significant amount or change by amounts that
do not result in an adjustment in the fuel surcharge revenue we can charge to our customers, any resulting delay in the adjustments to our fuel surcharges can significantly affect our earnings in the short term, either positively or negatively, as
we experienced in 2014.

 Given the complexity of this dynamic on our results, we have included the following revised disclosure in our Form
10-Q for the first quarter of fiscal 2015 filed on September 18, 2014 and we will continue to include such disclosure in future filings.

Revised Disclosure:

Fuel

 Fuel expense
increased 1% in the first quarter of 2015 due to higher aircraft fuel prices and usage. However, fuel prices represent only one component of the two factors we consider meaningful in understanding the impact of fuel on our
business. Consideration must also be given to the fuel surcharge revenue we collect. Because our fuel surcharges are indexed and intended to offset fuel price fluctuations in the pricing of our services, we believe discussion of the net impact
of fuel on our results, which is a comparison of the year-over-year change in these two factors, is important to understand the impact of fuel on our business. In order to provide information about the impact of fuel surcharges on the trend in
revenue and yield growth, we have included the comparative weighted-average fuel surcharge percentages in effect for the first quarter of 2015 and 2014 in the accompanying discussions of each of our transportation segments.

 Ms. Linda Cvrkel

September 23, 2014

  Page
 4

 The index used to determine the fuel surcharge percentage for our FedEx Freight business
adjusts weekly, while our fuel surcharges for FedEx Express and FedEx Ground businesses incorporate a timing lag of approximately six to eight weeks before they are adjusted for changes in fuel prices. For example, the fuel surcharge index in
effect at FedEx Express in June 2014 was set based on April 2014 fuel prices. In addition, our fuel surcharge index allows fuel prices to fluctuate approximately 2% for FedEx Express and approximately 4% for FedEx Ground before an adjustment to
the fuel surcharge occurs. Because we purchase fuel on a daily basis at market prices, our operating results may be affected should the market price of fuel suddenly change by a significant amount or change by amounts that do not result in an
adjustment in our fuel surcharges. Historically, our fuel surcharges have largely offset fluctuations in fuel prices over time; however the delay in the adjustments to our fuel surcharges can significantly affect our earnings either positively
or negatively in the short-term.

 The net impact of fuel had a modest benefit to operating income in the first quarter of 2015. This
was driven by increased fuel surcharge revenue during the first quarter of 2015 versus prior year, which slightly outpaced the year-over-year increase in fuel prices during the quarter.

The net impact of fuel on our operating results does not consider the effects that fuel surcharge levels may have on our business, including
changes in demand and shifts in the mix of services purchased by our customers. While fluctuations in fuel surcharge percentages can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing
structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price and extra service charges we obtain for these services and the level of pricing discounts offered.

FedEx acknowledges that:

•

the company is responsible for the adequacy and accuracy of the disclosure in the filings;

 Ms. Linda Cvrkel

September 23, 2014

  Page
 5

•

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

•

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

Should you have any questions regarding our response to the Commission’s comment, please feel free to call John L. Merino, Corporate Vice President and
Principal Accounting Officer of FedEx, at (901) 818-7050. All other questions should be directed to Robert T. Molinet, Corporate Vice President — Securities and Corporate Law of FedEx, at (901) 818-7029.

Very truly yours,

FedEx Corporation

/s/ ALAN B. GRAF, JR.

Alan B. Graf, Jr.

 ABG:hcn

cc:

Frederick W. Smith

Christine P. Richards

John L. Merino

Robert T. Molinet

Herbert C. Nappier

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        September 1 2, 2014

Via E-mail
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 Fiscal Year Ended May 31, 201 4
Filed  July 14 , 2014
 File No.  001-15829

Dear Mr. Graf:

We have reviewed your filings and have the following comment .  In our comment, 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 confirming that you will revise
your document in future filings and by prov iding any requested information .  If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to th is comment , we may have
additional comments.

Form 10 -K

Management’s Discussion and Analysis of Results of Operations and Financial Condition, page
36

Results of Operations, page 37

Operating Income, page 41

1. We note that despite an overall decrease in fuel expense and a lower jet fuel price per
gallon, fuel  expense had a significant negative impact on your operating income in fiscal
2014.  Please revise to disclose further details concerning the static analysis that

Alan B. Graf, Jr.
Fedex Corporation
September 1 2, 2014
Page 2

 compares the year -over-year changes in fuel prices and surcharges that explain in further
detail how these changes negatively impacted your operating income in fiscal 2014.  In
this regard, stating that you perform a static analysis that reveals a negative impact while
fuel expense actually decreased in fiscal 2014 is confusing to an investor.  Pl ease revise
accordingly.  Your discussion of your operating results for your segments should be
similarly revised where applicable.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy
and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3813
with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

March 24 , 2014

Via E-mail
Alan B. Graf, Jr.
Executive Vice President and Chief Financial Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, TN 38120

 Re: FedEx Corporation
  Form 10-K for the Fiscal Year Ended May 31, 2013
  Filed July 15 , 2013
  File No. 1-15829

Dear Mr. Graf:

We refer you to our comment letter dated February 25, 2014 regarding business contacts
with Syria, Sudan and Cuba .  We have completed our review of this subject matter.  We remind
you that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or 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 federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the fi ling to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require .

                  Sincerely,

                 /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global S ecurity Risk

cc:  Robert T. Molinet
  Corporate Vice President -Securities and Corporate Law

  Max Webb
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

Robert T. Molinet

942 South Shady Grove Road

Corporate Vice President

Memphis, TN 38120

Securities & Corporate Law

Telephone 901.818.7029

Fax 901.818.7119

rtmolinet@fedex.com

Via EDGAR and FedEx Express

March 11, 2014

Cecilia D. Blye
 Chief, Office of Global Security Risk
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549-5546

Re:                             FedEx Corporation

Form 10-K for the Fiscal Year Ended May 31, 2013

Filed July 15, 2013

File No. 1-15829

Dear Ms. Blye:

We are in receipt of the Commission’s letter to Alan B. Graf, Jr., Executive Vice President and Chief Financial Officer of FedEx Corporation, dated February 25, 2014, providing comments and requesting information relating to our contacts with Syria, Sudan and Cuba.  FedEx’s responses to the Commission’s comments are as follows:

General

1.              In your letters to us dated January 14, 2011 and February 4, 2011, you discussed your contacts with Syria and lack of contacts with Sudan, countries that are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls.  We note that your website states that you currently offer no services to or from Sudan and that services involving Syria have been suspended.  We are aware of third party websites listing Chinese freight forwarding and shipping companies that include your logo and purport to offer FedEx Services to Syria, Sudan and Cuba.  Cuba also is designated a state sponsor of terrorism, and is subject to U.S. asset and export controls.

Your Form 10-K does not provide disclosure about the referenced countries.  Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan since your 2011 letters, and any contacts with Cuba, whether through subsidiaries, freight forwarders, service contractors, distributors, affiliates, or other direct or indirect arrangements.  Your response should describe any services, technology, products, equipment or components you have provided to the referenced countries, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities controlled by those governments.

Response:

Third Party Websites in China

As discussed in more detail below, we currently do not provide any transportation services to or from Syria, Sudan or Cuba.  We state on our website (fedex.com) that we do not provide such services.

We are aware that Chinese freight forwarding and shipping companies falsely purport to offer FedEx services, including FedEx shipping services to Syria, Sudan and Cuba, on their and third-party websites.  We monitor such references and work with appropriate parties in China to promptly remove them.  For example, over the last nine months, we have worked to remove unauthorized references to FedEx and our services from over 30 websites in China.

We will continue to monitor and work to remove these unauthorized references to FedEx on third-party websites in China.  This is an ongoing endeavor, as unauthorized and false website references to FedEx services are commonplace in China.  In addition, we will note on our own website that customers and other stakeholders and interested parties should not rely on information from third-party websites regarding FedEx services that contradicts the service information that we publish.

Contacts with Syria

Prior to August 18, 2011, our wholly owned subsidiary Federal Express Corporation (“FedEx Express”) provided, through third-party transportation companies, package delivery services from Syria and to Syria from countries other than the United States.  Our wholly owned subsidiary FedEx Trade Networks, Inc., through its wholly owned subsidiary FedEx Trade Networks Transport & Brokerage, Inc. (collectively, “FTN”), provided, through third-party air and ocean cargo carriers, limited freight-forwarding services to and from Syria.

On August 17, 2011, President Obama signed Executive Order 13582, Blocking Property of the Government of Syria and Prohibiting Certain Transactions With Respect to Syria.  Executive Order 13582, which became effective on August 18, 2011, prohibits the exportation, re-exportation, sale or supply, directly or indirectly, from the United States, or by a U.S. person, wherever located, of any services to Syria.

Immediately following the publication of Executive Order 13582, we suspended all transportation services to and from Syria.  FedEx Express also suspended its agreement with Falcon Express Inc., an independent licensee that was responsible for the pick-up and delivery of packages within Syria.  This contract expired in accordance with its terms on November 30, 2011.  Until such time that we may legally resume transportation services to and from Syria, we will not provide such services.

We have never had any assets or employees in Syria, any flights to or from Syria, or any direct operations within Syria.

2

Due to U.S. government restrictions, our aircraft currently do not fly through airspace controlled by Syria.  Prior to these restrictions becoming effective, our aircraft occasionally flew through Syrian airspace, as a result of which we made immaterial payments — called overflight fees — to the Syrian government.  Such payments were not prohibited by U.S. law or sanctions policy.  We made the payments to Hadid International Services, based in Dubai, which in turn paid the Syrian government.  If these restrictions are lifted, our aircraft may resume occasionally flying through Syrian airspace.

To the best of our knowledge, we do not have any other contacts with the Syrian government or entities affiliated with the Syrian government.

FTN continues to offer custom brokerage services for certain goods being imported to the United States and Canada from Syria, as permitted by U.S. law and sanctions policy.

Contacts with Sudan

There has been no change with respect to our contacts with Sudan since our January 14, 2011, letter to the Commission.  We do not provide any transportation services to or from Sudan, and we do not plan to provide any such services in the future.

We have comprehensive export controls and economic sanctions programs designed to ensure compliance with U.S. and other applicable export laws, rules and regulations.  As part of our ongoing efforts to monitor the effectiveness of our international trade compliance programs, we identified one shipment (said to contain clothing items) to Sudan for which FTN arranged air transportation during fiscal 2013.  FTN’s handling of this shipment was inadvertent and not in accordance with our internal policies and procedures.  We voluntarily disclosed this shipment to the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”).  FTN did not have any net revenue associated with this shipment (i.e., our costs exceeded the amount paid by the shipper).

Our aircraft may occasionally fly through airspace controlled by Sudan, as a result of which we may pay immaterial overflight fees to the Sudanese government.  Such payments are not prohibited by U.S. law or sanctions policy.  As with Syria, we make any such payments through Hadid International Services.  Our aircraft have flown through Sudanese airspace four times since January 2011 for charter flights, but we were not required to pay any overflight fees for these flights.

To the best of our knowledge, we do not have any other contacts with the Sudanese government or entities affiliated with the Sudanese government.

FTN offers custom brokerage services for certain goods being imported to the United States and Canada from Sudan, as permitted by U.S. law and sanctions policy, although no such services have been provided since our January 14, 2011, letter to the Commission.

3

Contacts with Cuba

We do not provide, and we have never provided, any transportation services to or from Cuba, and we do not plan to provide any such services in the future.

As part of our international trade compliance program, we identified five shipments (said to contain food items) to Cuba for which FTN arranged ocean transportation during fiscal 2011 (one shipment was diverted and never delivered).  FTN’s handling of these shipments was inadvertent and not in accordance with our internal policies and procedures.  We voluntarily disclosed these shipments to OFAC in May 2011.  In addition, we identified two shipments (said to contain machinery and bicycle helmets, respectively) for which FTN arranged ocean transportation on Cuban carriers during fiscal 2013.  The use of these carriers was inadvertent and not in accordance with our internal policies and procedures.  We voluntarily disclosed these shipments to OFAC in August 2013.  FTN had approximately $1,000 of aggregate net revenue for three of these shipments and did not have any net revenue associated with the other four shipments (we did not invoice customers for four shipments).

Our aircraft occasionally fly through airspace controlled by Cuba, as a result of which we pay immaterial overflight fees to the Cuban government.  Such payments are not prohibited by U.S. law or sanctions policy.  We make these payments to the International Air Transport Association (IATA) Clearing House, which in turn pays the Cuban government.

To the best of our knowledge, we do not have any other contacts with the Cuban government or entities affiliated with the Cuban government.

FTN offers custom brokerage services for certain goods being imported to the United States and Canada from Cuba, as permitted by U.S. law and sanctions policy.

2.              Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria, Sudan and Cuba.

Response:  Prior to the implementation of Executive Order 13582 in August 2011, we indirectly offered certain transportation services to and from Syria.  For our fiscal year ended May 31, 2011, our revenue for shipments to Syria was approximately $1.5 million and our revenue for

4

shipments from Syria was approximately $456,000.  For our fiscal year ended May 31, 2012, our revenue for shipments to Syria was approximately $260,000 and our revenue for shipments from Syria was approximately $101,000, before we suspended services in accordance with Executive Order 13582.  This revenue was inconsequential, representing less than 0.01% of our total revenue for fiscal year 2011 and 2012.

As discussed above, we currently do not provide transportation services to or from Syria, Sudan or Cuba.  Our only contacts with Syria, Sudan and Cuba are in connection with the indirect and legal payment of overflight fees (subject, however, to the current restrictions regarding Syria, as discussed above) and our provision of customs brokerage services for shipments that contain goods with an origin in Syria, Sudan or Cuba.  We have not paid any overflight fees to Sudan, or acted as customs broker for any shipments that contained goods of Sudanese origin, since our January 14, 2011, letter to the Commission.

Our aggregate net revenue for custom brokerage services for shipments that contained goods of Syrian or Cuban origin since June 1, 2010 is approximately $3,700.

The following table sets forth the overflight fees paid to Syria (which includes the services fees of the third-party payment agent) and Cuba during our past three fiscal years ended May 31and for the eight-month period ended January 31, 2014:

2014 (8 months)

2013

2012

2011

Syria

$

0

$

30,508

$

21,064

$

1,152

Cuba

$

94,224

$

144,979

$

111,453

$

118,440

The aggregate net revenue for these customs brokerage services and the overflight fee amounts are both inconsequential.

Based upon these quantitative and qualitative factors, and given that we have received few investor inquiries in this area, we do not believe that such contacts have had or will have any impact on investor sentiment or our reputation or share value.  We are certainly sensitive to the concerns of our investors, however, and we will continue to monitor investor sentiment and activity in this area, as we routinely do in many other areas.

In closing, we do not believe that a reasonable investor would consider additional information about our limited contacts with Syria, Sudan and Cuba important or helpful in arriving at an investment decision.  Our contacts with these countries are not material to our financial condition or operating results, and we continue to believe that they do not constitute an investment risk for our stockholders.  Accordingly, we plan to continue to make no reference to Syria, Sudan or Cuba in our filings with the Commission.

Please be advised that we understand our obligation to ensure the accuracy and adequacy of the disclosure in our filings with the Commission, that our filings include all information required under the Securities Exchange Act of 1934 and that we provide all information that investors require for an informed investment decision.

5

Furthermore, FedEx acknowledges that:

·                  the company is responsible for the adequacy and accuracy of the disclosure in the filings;

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

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

Please contact me if you have any additional questions.

Very   truly yours,

FedEx Corporation

/s/   Robert T. Molinet

Robert   T. Molinet

cc:

Frederick   W. Smith

Christine   P. Richards

Alan   B. Graf, Jr.

6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

February 25, 2014

Via E-mail
Alan B. Graf, Jr.
Executive Vice President and Chief Financial Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, TN 38120

 Re: FedEx Corporation
  Form 10-K for the Fiscal Year Ended May 31, 2013
  Filed July 15 , 2013
  File No. 1-15829

Dear Mr. Graf:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better u nderstand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumsta nces, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. In your letter s to us dated  January 14, 2011 and February 4, 2011, you discussed your
contac ts with Syria and lack of contacts with Sudan, countries that are designated  by the
State Department  as state sponsors of terrorism and are subject to U.S. economic
sanctions and export controls .  We note that your website states that you currently offer
no services to or from Sudan and that services involving Syria have been suspended.  We
are aware of third party websites listing Chinese freight forwarding and shipping
companies that include your logo and purport to offer FedEx Services to Syria, Sudan
and Cuba. Cuba also is designated a state sponsor of terrorism, and is subject to U.S.
asset and export controls.

Alan B. Graf, Jr.
FedEx Corporation
February 25, 2014
Page 2

 Your Form 10 -K does not provide disclosure about the referenced countries.  Pleas e
describe to us the nature and extent of any past, current, and anticipated contacts with
Syria and Sudan since your 2011  letter s, and any contacts with Cuba, whether through
subsidiaries, freight forwarders, service contractors, distributors, affiliates,  or other direct
or indirect arrangements.  Your response should describe any services, technology,
products, equipment  or components you have provided to the  referenc ed countries,
directly or indirectly, and any agreements, commercial arrangements, or oth er contacts
with the governments of th ose countries or entities controlled by th ose governments.

2. Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in
response to the foregoing comment, and whether those contacts constitu te a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.   Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  Your materiality a nalysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria, Sudan and Cuba.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession  of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the compan y is responsible for the adequacy and accuracy of the disclosure 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 n ot assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Alan B. Graf, Jr.
FedEx Corporation
February 25, 2014
Page 3

 Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Robert T. Molinet
  Corporate Vice President -Securities and Corporate Law

  Max Webb
  Assistant Director
 Division of Corporation Finance

September 21 , 2012

Via E-Mail
Mr. Alan B. Graf Jr.
Chief  Financial  Officer
Fedex Corporation
942 South Shady Grove Road
Memphis, TN 38120

Re: Fedex Corporation
 Form 10-K for the year ended May 31, 2012
Filed July 16 , 2012
  File No.  001-15829

Dear  Mr. Graf:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 [FEDEX CORPORATION LETTERHEAD]

 VIA EDGAR AND FEDEX EXPRESS

 September 18, 2012

Linda Cvrkel

 Branch Chief

Securities and Exchange Commission

 Division of
Corporation Finance

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

 Washington, DC 20549-5546

Re:
FedEx Corporation

Form 10-K for the year ended May 31, 2012

Filed July 16, 2012

File No. 001-15829

 Dear
Ms. Cvrkel:

 We are in receipt of the Commission’s letter dated September 5, 2012 relating to the above-referenced Form 10-K
for the year ended May 31, 2012 (“2012 Form 10-K”). The following is FedEx Corporation’s response to the Commission’s comment:

 Management Discussion and Analysis of Financial Condition and Results of Operations

 Critical Accounting Policies

 Long-Lived Assets, page 67, and

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

Impairment of Long-Lived Assets, page 87

1.
We note your response to our prior comment number 1 but are unclear as to why aircraft that have been idled for periods of up to 36 months have not been evaluated
for potential impairment and removal from fleet prior to the fourth quarter of fiscal 2012. Please tell us what portion of the $134 million impairment charge recognized during 2012 relates to aircraft that has been idled for a period longer than 12
months. Also, please tell us when these idled aircraft were previously evaluated for potential impairment and removal from your fleet prior to the fourth quarter of 2012. As part of your response, please explain in detail what criteria were used to
determined that these aircraft were “available for use”, and indicate whether the primary reason you decided to remove these assets from the “available for use” category and remove them from your fleet was the fact that the new
aircraft, the Boeing 767, was being introduced to your fleet. Additionally, please provide us with an example of the disclosure to be included in future filings, addressing specifically your policy for evaluating potential impairment of idled
aircraft.

 Ms. Linda Cvrkel

 September 18, 2012

 Page 2

Response: As indicated in our initial response, in the normal management of our aircraft fleet, we routinely idle aircraft
temporarily, and through our history, idled aircraft have generally returned to active service. Our operations at FedEx Express are extremely capital intensive, and aircraft are significant individual capital investments, which can remain in our
fleet for up to 30 years. The decision to acquire an aircraft often must be made years in advance. As an example, the commitment to acquire our fleet of Boeing 777F aircraft was made in November 2006, three years before the initial delivery
(September 2009), and more than 15 years before the final delivery will occur. Because of the significant investment made in each aircraft, and the long lead time to add capacity through acquiring additional aircraft, we constantly assess our
network needs on a short-term and long-term basis. We adjust our network as necessary to match our forecast, but decisions to permanently ground an aircraft must be made with consideration for long-term capacity needs based on long-term global
economic expectations and projections of demand for our services.

 While aircraft are temporarily idled, we continue to
perform required maintenance and incur operating costs on these aircraft to ensure the aircraft will be in compliance with Federal Aviation Administration regulations when they return to revenue service. We evaluate all temporarily idled aircraft on
a quarterly basis for impairment, regardless of the length of time that the aircraft have been idled. In reaching a conclusion that aircraft are not permanently grounded and impaired and remain available for use, we evaluate the following criteria:

•

 Our outlook on global economic conditions

•

 The impact of our outlook for global economic conditions on our current and projected volume levels, including capacity needs for our peak shipping
seasons

•

 Introduction of new aircraft fleet types

•

 Decisions to permanently retire an aircraft fleet from operations

•

 Planned expansion of our services in new markets

 In this particular situation, the introduction of the new Boeing 767 aircraft and the impact of the future acquisition of these aircraft on the completion of our fleet plan (which occurred in the fourth
quarter of 2012) were components of our impairment evaluation, but not the primary reasons we decided to permanently remove the aircraft from revenue service. The primary factor leading to the decision to remove these aircraft from service was a
significant change in our forecasted shipping volumes due to deteriorating global economic conditions in calendar 2012. These conditions became apparent as we finalized our fiscal 2013 business plan during the fourth quarter of fiscal 2012, as well
as a reevaluation of our longer-term outlook. Prior to the fourth quarter of 2012, we had a more optimistic outlook on the pace and sustainability of the global economic recovery and planned to use these aircraft to meet the volume projections and
capacity requirements for their entire remaining lives. Accordingly, the change in our economic outlook, the finalization of our fiscal 2013 business plan and the completion of our

 Ms. Linda Cvrkel

 September 18, 2012

 Page 3

updated aircraft fleet plan are all events that occurred in the fourth quarter of 2012 and resulted in our decision to permanently remove
these 24 aircraft from service. Our $134 million fourth quarter 2012 impairment charge includes $47 million associated with aircraft (and engines) that were idled for more than 12 months.

In our 2013 Form 10-K, we will include the following policy disclosure for evaluating potential impairment of idled aircraft:

In the normal management of our aircraft fleet, we routinely idle aircraft and engines temporarily due to maintenance cycles and
adjustments of our network capacity to match seasonality and overall customer demand levels. Temporarily idled assets are classified as available-for-use, and we continue to record depreciation expense associated with these assets. These temporarily
idled assets are assessed for impairment on a quarterly basis. Factors which could cause impairment include, but are not limited to, adverse changes in our global economic outlook and the impact of our outlook on our current and projected volume
levels, including lower capacity needs during our peak shipping seasons; the introduction of new fleet types or decisions to permanently retire an aircraft fleet from operations; or the elimination of planned service expansion activities. We
currently have [x] aircraft temporarily idled. These aircraft have been idled for periods ranging from [x] to [x] months and are expected to return to revenue service.

 Should you have any questions regarding our responses to the Commission’s accounting comments, please feel free to call John L. Merino, Corporate Vice President and Principal Accounting Officer of
FedEx, at (901) 818-7050. All other questions should be directed to Robert T. Molinet, Corporate Vice President — Securities and Corporate Law of FedEx, at (901) 818-7029.

Very truly yours,

FedEx Corporation

/s/ ALAN B. GRAF, JR.

 Alan B. Graf, Jr.

 Executive
Vice President and

 Chief Financial Officer

 ABG:hcn

 Ms. Linda Cvrkel

 September 18, 2012

 Page 4

cc:
Frederick W. Smith

 Christine P.
Richards

 John L. Merino

 Robert T. Molinet

 Herbert C. Nappier

September 5 , 2012

Via E-Mail
Mr. Alan B. Graf Jr.
Chief  Financial  Officer
Fedex Corporation
942 South Shady Grove Road
Memphis, TN 38120

Re: Fedex Corporation
 Form 10-K for the year ended May 31, 2012
Filed July 16 , 2012
  File No.  001-15829

Dear  Mr. Graf:

We have reviewed your letter dated August 30, 2012, in resp onse to our  letter dated
August 20, 2012 and have t he following additional comment .  Please  provide the requested
information and revise your disclosure in future fil ings in response to our comment . Your
response should be submitted in electronic form, under the label “corresp” with a copy to the
staff.  Please respond within ten (10) busi ness days.

Management Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Long -Lived Assets, page 67, and
Note 1:  Description of Business and Summary of Significant Accounting Policies
Impairment of Long -Lived Assets, page 87

1. We note your response to our prior comment number 1 but are unclear as to why aircraft
that have been idled for periods of up to 36 months have not been evaluated for potential
impairment and removal from fleet prior to the fourth qu arter of fiscal 2012. Please tell us
what portion of the $134 million impairment charge recognized during 2012 relates to
aircraft that has been idled for a period longer than 12 months. Also, please tell us when
these idled aircraft were previously evalua ted for potential impairment and removal from
your fleet prior to the fourth quarter of 2012.  As part of your response, please explain in
detail what criteria were used to determined that these aircraft were “available for use”,
and indicate whether the p rimary reason you decided to remove these assets from the
“available for use” category and remove them from your fleet was the fact that the new
aircraft, the Boeing 767, was being introduced to your fleet.  Additionally, please provide
us with an example of the disclosure to be included in future filings, addressing
specifically your policy for evaluating potential impairment of idled aircraft.

Mr. Alan B. Graf Jr.
Fedex Corporation
September 5, 2012
Page 2

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned  at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned  with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 [FEDEX CORPORATION LETTERHEAD]

 VIA EDGAR AND FEDEX EXPRESS

 August 29, 2012

Linda Cvrkel

 Branch Chief

Securities and Exchange Commission

 Division of
Corporation Finance

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

 Washington, DC 20549-5546

Re:
FedEx Corporation

Form 10-K for the year ended May 31, 2012

 Filed July 16, 2012

 File No. 001-15829

 Dear Ms. Cvrkel:

 We
are in receipt of the Commission’s letter dated August 20, 2012 relating to the above-referenced Form 10-K for the year ended May 31, 2012 (“2012 Form 10-K”). The following are FedEx Corporation’s responses to the
Commission’s comments:

 Management Discussion and Analysis of Financial Condition and Results of Operations

 Critical Accounting Policies

 Long-Lived Assets, page 67, and

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

 Impairment of Long-Lived Assets, page 87

1.
We note that in May 2012, you made the decision to retire from service 18 Airbus A310-200 aircraft and 26 related engines, as well as six Boeing MD10-10 aircraft
and 17 related engines. As a consequence of this decision, a noncash impairment charge of $134 million was recorded in the fourth quarter. We also note that the decision to retire these aircraft, the majority of which were temporarily idled and not
in revenue service, was to better align the U.S. domestic air network capacity of FedEx Express to match current and anticipated shipment volumes. With regard to the aircraft that were impaired, please tell us and revise your disclosure in future
filings to describe how long these aircraft have been idled from revenue service and the facts and circumstances surrounding the timing of the recognition of this impairment charge. As part of your response and your revised disclosure, please also
explain why no impairment charges with respect to these aircraft were required prior to the fourth quarter of 2012 when the decision was made to retire the aircraft from service.

 Ms. Linda Cvrkel

 August 29, 2012

  Page
 2

 Response: In the normal management of our aircraft fleet, we routinely
idle aircraft (and engines) temporarily due to maintenance cycles and adjustments of our network capacity to match seasonality and overall customer demand levels. These aircraft remain on our operations specifications list and are available for
revenue service. As disclosed in our accounting policy footnote on page 87 of our 2012 Form 10-K, we operate integrated transportation networks, and accordingly, cash flows for our operating assets are assessed at a network level. We utilize a fleet
plan, a long-range forecast of aircraft utilization based on current volume projections combined with planned aircraft deliveries and retirements, to manage our aircraft fleet. This includes making assessments of whether temporarily idled assets
will be needed to meet future capacity requirements and remain available for revenue service. The fleet plan is typically updated annually or as facts and circumstances dictate, such as the acquisition of a new aircraft type.

The temporarily idled aircraft subject to the impairment charge had been grounded for varying periods ranging from 1 to 36 months, with
the majority being idled less than 12 months. The volume projections and capacity requirements included in our fleet plan forecasted that these aircraft would be returned to revenue service and be used for their entire remaining lives. Accordingly,
during the periods that these aircraft were temporarily grounded, they continued to meet the criteria to be classified as “available for use.” As such, no impairment of the aircraft and engines was required, and we continued to record
depreciation expense associated with these assets. However, during the fourth quarter of 2012, we updated our fleet plan due to weakening global economic conditions and the introduction of a new aircraft type, the Boeing 767, into our fleet. Based
on the updated fleet plan coupled with decreased U.S. domestic demand levels, we concluded that 24 aircraft and associated engines would be permanently removed from revenue service.

The decision to permanently ground these 24 aircraft resulted in their removal from the network asset group. Therefore, these aircraft
will have no future cash flows associated with them, and the residual value recoveries from these aircraft are expected to be nominal. The fourth quarter 2012 decision to permanently ground these aircraft resulted in our recording an impairment
charge totaling $134 million for the remaining net book value of these aircraft.

 We will include a discussion of the length
of time that these aircraft have been idled from revenue service and the facts and circumstances surrounding the timing of the recognition of the impairment charge in our fiscal year 2013 Form 10-K. Additionally, we will include a discussion in our
2013 Form 10-K explaining why no impairment charges with respect to these aircraft were required prior to the fourth quarter of 2012 when the decision was made to retire the aircraft from service.

 Ms. Linda Cvrkel

 August 29, 2012

  Page
 3

2.
In a related matter, we note your disclosure in Note 1 on page 86 indicating that in connection with the decision to accelerate the retirement of 54 aircraft and
related engines to better align with the delivery schedule for replacement aircraft, you expect an additional $69 million in accelerated depreciation expense in 2013, with a partial offset from the avoidance of depreciation related to the aircraft
that have been impaired. With regard to the aircraft on which you intend to accelerate recognition of depreciation, please tell us and explain in your critical accounting policies in future filings whether these aircraft are currently being used in
revenue generating activities. If not, please explain why the Company has chosen to accelerate depreciation expense with respect to these aircraft rather than recognizing an asset impairment charge with respect to the carrying values of such assets.

 Response: During the fourth quarter of 2012, we identified 31 Boeing MD10-10 aircraft and
18 Airbus A310-200 aircraft that will be retired prior to previous expectations, as a result of the completion of the aircraft fleet planning process described in the response to comment 1 above. These aircraft are currently in revenue service and
will remain in revenue service as they are required to meet capacity needs in the interim period prior to the delivery of Boeing 767 and 757 aircraft into our fleet.

 Based on the Boeing 767 and 757 delivery schedules, we have shortened the estimated remaining useful lives of these aircraft, which results in the $69 million of accelerated depreciation to be recorded in
2013.

 We will revise the critical accounting policies section of our fiscal year 2013 Form 10-K to clarify that these
aircraft are currently utilized in revenue service and are being depreciated over their remaining estimated service lives.

 FedEx acknowledges
that:

•

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of
the United States.

 Ms. Linda Cvrkel

 August 29, 2012

  Page
 4

 Should you have any questions regarding our responses to the Commission’s accounting comments,
please feel free to call John L. Merino, Corporate Vice President and Principal Accounting Officer of FedEx, at (901) 818-7050. All other questions should be directed to Robert T. Molinet, Corporate Vice President — Securities and
Corporate Law of FedEx, at (901) 818-7029.

 Very truly yours,

 FedEx Corporation

 /s/ ALAN B. GRAF, JR.

Alan B. Graf, Jr.

Executive Vice President and

Chief Financial Officer

 ABG:hcn

cc:
Frederick W. Smith

 Christine P.
Richards

 John L. Merino

 Robert T. Molinet

 Herbert C. Nappier

August 20 , 2012

Via E-Mail
Mr. Alan B. Graf Jr.
Chief  Financial  Officer
Fedex Corporation
942 South Shady Grove Road
Memphis, TN 38120

Re: Fedex Corporation
 Form 10-K for the year ended May 31, 2012
Filed July 16 , 2012
  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 r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated) and providing any requested
information.   If you do not believe our comments apply to your facts  and circumstances, please
tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Management Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Long -Lived Assets, page 67, and
Note 1:  Description of Business and Summary of Significant Accounting Policies
Impairment of Long -Lived Assets, page 87

1. We note that i n May 2012, you made the decision to retire from service 18 Airbus A310 -
200 aircraft and 26 related engines, as well as six Boeing MD10 -10 aircraft and 17
related engines. As a consequence of this decision, a noncash impairment charge of $ 134
million was r ecorded in the fourth quarter. We also note that t he decision to retire these
aircraft, the majority of which were temporarily idled and not in revenue service, was to
better align the U.S. domestic air network capacity of FedEx Express to match current
and anticipated s hipment volumes. With regard to the aircraft that were impaired, please
tell us and revise your disclosure in future filings to describe how long these aircraft have
been idled from revenue service and the facts and circumstances surrounding the timing

Mr. Alan B. Graf Jr.
Fedex Corporation
August  20, 2012
Page 2

 of the recognition of this impairment charge. As part of your response and your revised
disclosure, please also explain why no impairment charges with respect to these aircraft
were required prior to the fourth quarter of 2012 when the decision was made to re tire the
aircraft from service.

2. In a related matter,  we note your disclosure in Note 1 on page 86 indicating that i n
connection with the decision to accelerate the  retirement of 54 aircraft and related
engines to better align with the delivery schedule fo r replacement aircraft, you expect an
additional $69 million in accelerated depreciation expense in 2013, with a partial offset
from the avoidance of depreciation related to the aircraft that have been impaired. With
regard to the aircraft on which you int end to accelerate recognition of depreciation, please
tell us and explain in your critical accounting policies in future filings whether these
aircraft are currently being used in revenue generating activities. If not, please explain
why the Company has ch osen to accelerate depreciation expense with respect to these
aircraft rather than recognizing an asset impairment charge with respect to the carrying
values of such assets.

We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the  adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Mr. Alan B. Graf Jr.
Fedex Corporation
August  20, 2012
Page 3

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned  at
(202) 551 -3750 if you have questions r egarding comments on the financial statements and
related matters.  Please contact the undersigned  with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

September 22, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

Correspondence

[FEDEX CORPORATION LETTERHEAD]

VIA
EDGAR AND FEDEX EXPRESS

September 9, 2011

Linda Cvrkel

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

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

Washington, DC 20549-5546

         Re:

    FedEx Corporation

Form 10-K for the year ended May 31, 2011

Filed July 12, 2011

File No. 001-15829

Dear Ms. Cvrkel:

We are in receipt of the Commission’s letter dated August 26, 2011 relating to the above-referenced
Form 10-K for the year ended May 31, 2011 (“2011 Form 10-K”). The following are FedEx
Corporation’s responses to the Commission’s comments:

Notes to the Financial Statements

Note 1. Description of Business and Summary of Significant Accounting Policies Property and
Equipment, page 86

    1.

    We note your disclosure that expenditures for major additions, improvements, flight
equipment modifications and certain equipment 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 amortization of equipment overhaul costs in depreciation
and amortization or in maintenance expenses on the income statement.

    Response: In connection with our operations at FedEx Express, we make routine
purchases of used aircraft and engines, which often require modification and significant
overhaul before they are placed into service. We capitalize the costs associated with the
overhaul of an engine or airframe prior to its operational use as part of the cost of such
assets. Our capitalization policies are consistent with the definition in the accounting
standards of costs required to ready the asset for its intended use. All subsequent
maintenance activities are expensed as incurred.

Ms. Linda Cvrkel

September 9, 2011

Page 2

    The cost of an overhaul is included with the cost of the respective engine or airframe.
Therefore, in our 2011 Form 10-K, capitalized equipment overhauls are included within the
“Wide-body aircraft and related equipment” and “Narrow-body and feeder aircraft and related
equipment” categories of our property and equipment depreciable lives and net book value
disclosures. Amounts related to equipment overhauls totaled less than 1% of the net book
value of our total aircraft and related equipment at May 31, 2011.

    As noted in our 2011 Form 10-K on page 86, we depreciate our narrow-body aircraft and
related equipment (Boeing 757 and 727) over a period of 5 to 18 years and our wide-body
aircraft and related equipment (Boeing 777 Freighter, Boeing MD11, Boeing MD10, Airbus A300
and Airbus A310) over a period of 15 to 30 years. Depreciation expense associated with
these assets, including capitalized overhaul costs, is included in depreciation expense in
our income statement.

    In future filings, we will include additional disclosures in our property and equipment
policy disclosure in our footnotes to clarify the nature of and accounting for our
equipment overhaul costs.

Note 4. Goodwill and Other Intangible Assets, page 91

    2.

    We note from your disclosure in Note 4 that 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 allocated 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.

    Response: As of May 31, 2011, we attributed $602 million of goodwill to our FedEx
Freight segment. Prior to 2011, our FedEx Freight segment consisted of two reporting
units, both with goodwill: our FedEx Freight Regional less-than-truckload (LTL) business
(resulting from our 2001 acquisition of American Freightways, a regional LTL shipping
business) and our FedEx National LTL business (resulting from our 2006 acquisition of
Watkins Motor Lines, a national LTL business).

Ms. Linda Cvrkel

September 9, 2011

Page 3

    The economic recession in the United States significantly impacted the LTL market and drove
operating losses in our FedEx Freight segment in 2009, 2010 and 2011. All of these losses
resulted from the performance of our FedEx National LTL reporting unit, as the recession’s
impact on shipping volumes was more pronounced in this unit than in our regional LTL
business unit. The impact of the recession significantly impacted the long-term earnings
outlook for the FedEx National LTL reporting unit, and we recorded goodwill impairment
charges of $90 million in 2009 and $18 million in 2010, eliminating all of the goodwill
associated with this reporting unit.

    In 2011, we implemented significant strategic initiatives related to our LTL businesses by
combining the operations of our FedEx National LTL and FedEx Freight Regional LTL
businesses, effective January 30, 2011, thereby eliminating the FedEx National LTL
reporting unit. This combination allows us to provide our LTL services (Priority and
Economy services) from one integrated network and creates opportunities for cost
reductions, as well as productivity and efficiency enhancements, all of which will
contribute to future earnings growth.

    We performed a valuation of the FedEx Freight reporting unit in connection with our 2011
goodwill impairment testing based on our long-term forecast for the combined entity. Our
valuation analysis included assumptions related to revenue growth, operating profit,
capital expenditures and our discount rate for this reporting unit. In all scenarios, the
fair market value exceeded the carrying value of the FedEx Freight reporting unit by a
significant amount.

    The 2011 value of the FedEx Freight reporting unit was driven by the expectation that this
operation will return to profitability in fiscal 2012 as a result of on-going economic
recovery in the United States, management actions to improve LTL yields (pricing), and
productivity and efficiency improvements resulting from the integration of our networks.
Consistent with our valuation assumptions, our FedEx Freight segment returned to
profitability in the fourth quarter of 2011 and will report a profit in our first quarter
of 2012. Collectively, we believe these factors support our assessment that there is no
impairment or substantial risk of impairment of the goodwill attributable to this business.

Note 6. Long-Term Debt and Other Financing Arrangements, page 93

    3.

    We note your disclosure that you are in compliance 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.

    Response: Our revolving credit agreement contains covenants which are normal and
customary in agreements of this nature, including negative and affirmative covenants. Our
revolving credit agreement is included as Exhibit 99.1 to our Current Report on Form 8-K
dated April 26, 2011, which was filed with the Commission on April 29, 2011.

Ms. Linda Cvrkel

September 9, 2011

Page 4

    The negative covenants in our revolving credit agreement include restrictions on the
incurrence of liens, mergers and consolidations, the ability of certain of our subsidiaries
to enter into agreements that restrict their granting liens and making distributions, and
our subsidiaries’ ability to issue unsecured notes or debentures, in each case subject to
qualifications and exceptions.

    The affirmative covenants in our revolving credit agreement include requirements that we
pay our taxes, comply with laws, maintain licenses and permits material to our business,
and maintain our properties, in each case subject to qualifications and exceptions. In
addition, our revolving credit agreement requires that we maintain a ratio of adjusted debt
to capital that does not exceed 0.7 to 1.0.

    We believe the only significant covenant that we have with regard to our revolving credit
agreement is our leverage ratio, which is disclosed in our 2011 Form 10-K. However, in
order to provide greater clarity in our disclosures, we will modify our future filings to
note the following:

We believe compliance with the leverage ratio covenant is our only significant
restrictive covenant in our revolving credit agreement. Our revolving credit
agreement contains other customary covenants that do not, individually or in the
aggregate, materially restrict the conduct of our business.

Note 19. Summary of Quarterly Operating Results (Unaudited), page 118

    4.

    Please revise to discuss the nature of any unusual or infrequent items that impacted
your quarterly results of operations for the various 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 Freight and FedEx National LTL. Refer to
the requirement outlined in Item 302(a)(3) of Regulation S-K.

    Response: We will revise our future filings to include a footnote to the
Quarterly Operating Results table discussing these items. Please note that we have
extensive discussion of the FedEx Freight and FedEx National LTL combination and ATA
Airlines lawsuit throughout our 2011 Form 10-K. We include a discussion of the charges
related to our FedEx Freight and FedEx National LTL combination on pages 89, 112 and 127 of
the notes to the financial statements and on pages 37, 38, 39, 41, 42, 55, 56 and 57 of
MD&A. A discussion of the charge associated with the ATA Airlines lawsuit is included on
pages 37, 38, 41, 42, 48, 49 and 50 of MD&A and on pages 112 and 117 of the notes to the
financial statements. Accordingly, we believe readers of our financial statements were
adequately informed of these activities in the context of the financial statements taken as
a whole.

Ms. Linda Cvrkel

September 9, 2011

Page 5

    Additionally, we have included considerable discussion of the FedEx Freight and FedEx
National LTL combination and the charge associated with the ATA Airlines lawsuit in our
second and third quarter Form 10-Qs in both the notes to the financial statements and MD&A.

    Based on the extensive disclosures of these matters in our 2011 Form 10-K and second and
third quarter Form 10-Q filings, and because these charges did not impact our overall
quarterly trend in earnings, we do not believe the presentation of the Quarterly Operating
Results table in our 2011 Form 10-K is misleading to the readers of our financial statements.
We will include appropriate footnote disclosures of these events in future filings.

FedEx acknowledges that:

    •

    the company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

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

    •

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

Should you have any questions regarding our responses to the Commission’s accounting comments,
please feel free to call John L. Merino, Corporate Vice President and Principal Accounting Officer
of FedEx, at (901) 818-7050. All other questions should be directed to Robert T. Molinet,
Corporate Vice President — Securities and Corporate Law of FedEx, at (901) 818-7029.

Very truly yours,

FedEx Corporation

/s/ ALAN B. GRAF, JR.

Alan B. Graf, Jr.

ABG:hcn

Ms. Linda Cvrkel

September 9, 2011

Page 6

    cc:

    Frederick W. Smith

Christine P. Richards

John L. Merino

Robert T. Molinet

Herbert C. Nappier

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

CORRESP
1
filename1.htm

Correspondence

[FEDEX CORPORATION LETTERHEAD]

VIA EDGAR AND FEDEX
EXPRESS

March 8, 2011

Cecilia D. Blye

Chief, Office of
Global Security Risk

Securities and Exchange Commission

100 F Street,
N.E.

Washington, DC 20549-5546

  Re:
  FedEx Corporation

Form 10-K for the year ended May 31, 2010
 File No. 1-15829

Dear Ms. Blye:

We have a clarification to make with
respect to our February 4, 2011 and January 14, 2011 responses to the
Commission’s January 25, 2011 and December 15, 2010 letters
providing comments and requesting information relating to our contacts with
Syria, Iran and Sudan.

In our January 14th response we stated
that we do not provide any transportation services to or from Iran,
notwithstanding that many such services are permitted by U.S. law and foreign
policy, including services to and from Iran from countries other than the U.S.
While it is true that we do not transport shipments to or from Iran (even
though legally permitted), we have subsequently learned that our subsidiary
FedEx Trade Networks Transport & Brokerage, Inc. (“FTN”) does
infrequently provide certain limited freight-forwarding services for shipments
to Iran from countries other than the U.S. through third-party cargo carriers.
Since June 1, 2007 (the beginning of the period to which we agreed to
limit our response), FTN has provided these services for eight shipments, which
together generated less than $6,000 of revenue (and less than $1,500 of income)
for FedEx — wholly inconsequential for a company, such as FedEx, with
annual revenues of $37 billion. Even though these services are legally
permissible and entirely immaterial, we felt compelled to bring them to the
Commission’s attention as a type of contact with Iran. We do not believe,
however, that a reasonable investor would consider additional information about
these freight-forwarding services important or helpful in arriving at an
investment decision, and we plan to continue to make no reference to Iran in
our filings with the Commission.

Please be advised that we understand
our obligation to ensure the accuracy and adequacy of the disclosure in our SEC
filings, that our filings include all information required under the Securities
Exchange Act of 1934 and that we provide all information that investors require
for an informed investment decision.

1

Cecilia D. Blye

March 8,
2011

Page 2

Furthermore, FedEx acknowledges that:

  •

  the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

  •

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

  •

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

Please contact me if you have any
additional questions.

Very truly yours,

FedEx
Corporation

/s/ ROBERT T.
MOLINET

Robert T. Molinet

Corporate Vice President
—

Securities & Corporate Law

RTM:mtf [859848]

cc:

  Frederick W. Smith
 Christine P. Richards
 Alan
B. Graf, Jr.

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -7010

       DIVISION OF
CORPORATION FINANCE

February  11, 2011
Via Mail and Facsimile ( 901-818-7570)

Frederick W. Smith
Chairman, President and Chief Executive  Officer
FedEx Corporation 942 South Shady Grove Road Memphis, TN 38120
 Re: FedEx Corporation
  Form 10- K for the Fisca l Year Ended May 31, 2010
  Filed July 15, 2010
  File No. 1 -15829
  Response Letter Filed February 4, 2011

Dear Mr. Smith:

We refer you to our comment letter s dated December 15, 2010 and January 25, 2011
regarding business contacts with Syria .  We have completed our review of this subject matter and
have n o further comments at this time.

         Sincerely,

           Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director , Division of Corporation Finance

CORRESP
1
filename1.htm

Correspondence

[FEDEX CORPORATION LETTERHEAD]

VIA EDGAR AND FEDEX
EXPRESS

February 4, 2011

Cecilia D. Blye

Chief, Office of
Global Security Risk

Securities and Exchange Commission

100 F Street,
N.E.

Washington, DC 20549-5546

Re:

  FedEx Corporation
Form 10-K for the
year ended May 31, 2010
File No. 1-15829

Dear Ms. Blye:

We are in receipt of the
Commission’s January 25, 2011 letter to Frederick W. Smith,
Chairman, President and Chief Executive Officer of FedEx Corporation, in which
the Commission: (i) noted its review of our January 14, 2011 response
to the Commission’s December 15, 2010 letter providing comments and
requesting information relating to our contacts with Syria, Iran and Sudan; and
(ii) provided an additional comment. The following is FedEx’s
response to the Commission’s additional comment:

General

  1.

  We note the information you provided regarding revenue you
generated from shipments to and from Syria in the fiscal year ended
May 31, 2010, in response to comment two in our letter dated
December 15, 2010. Please provide us with the same information for the
prior two fiscal years and for the subsequent interim period. Please also tell
us the approximate dollar amounts you paid to Iran for overflight fees during
the past three fiscal years and the subsequent interim period.

Response: The
following table presents the requested information for our past three fiscal
years ended May 31 and for the six-month period ended November 30,
2010 (in thousands):

  2011(1st Half)

  2010

  2009

  2008

Revenue – Shipments to
Syria

  $
  752

  $
  1,567

  $
  1,548

  $
  1,460

Revenue – Shipments
from Syria

  $
  209

  $
  438

  $
  427

  $
  328

Overflight Fee Payments to
Iran*

  €
  108

  €
  156

  €
  285

  €
  535
and $186

* Fees have been paid in
euros since August 2007, prior to which they were paid in U.S. dollars.

1

Cecilia D. Blye

February 4, 2011

Page 2

The year-over-year decreases in
overflight fee payments to Iran were due to changes to our flight plan routings, which resulted in fewer flights over that country.

Please be advised that we understand
our obligation to ensure the accuracy and adequacy of the disclosure in our SEC
filings, that our filings include all information required under the Securities
Exchange Act of 1934 and that we provide all information that investors require
for an informed investment decision.

Furthermore, FedEx acknowledges that:

  •

  the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

  •

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

  •

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

Please contact me if you have any
additional questions.

Very truly yours,

FedEx
Corporation

/s/ ROBERT T.
MOLINET

Robert T. Molinet

Corporate Vice President —

Securities & Corporate
Law

RTM:mtf [855999]

cc:

  Frederick W. Smith
Christine P. Richards
Alan
B. Graf, Jr.

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

January 25, 2011
Via Mail and Facsimile (901-818-7570)

Frederick W. Smith
Chairman, President and Chief Executive Officer FedEx Corporation 942 South Shady Grove Road Memphis, TN 38120
 Re: FedEx Corporation
  Form 10-K for the Fiscal Year Ended May 31, 2010
  Filed July 15, 2010   File No. 1-15829   Response Letter Filed January 14, 2011
Dear Mr. Smith:

We have reviewed your response letter and have the following a dditional comment.
 General

1. We note the information you provided re garding revenue you generated from
shipments to and from Syria in the fis cal year ended May 31, 2010, in response to
comment two in our letter dated December 15, 2010.  Please provide us with the same
information for the prior two fiscal year s and for the subsequent interim period.
Please also tell us the approximate dollar am ounts you paid to Iran for overflight fees
during the past three fiscal years and the subsequent interim period.

Please contact Jennifer Hardy, Special Couns el, at (202) 551-3767 or  me at (202) 551-
3470 if you have any questions about the comment or our review.
           S i n c e r e l y ,

           C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk
cc:  Max Webb
  Assistant Director, Divi sion of Corporation Finance

CORRESP
1
filename1.htm

Correspondence

[FEDEX CORPORATION LETTERHEAD]

VIA EDGAR AND FEDEX EXPRESS

January 14, 2011

Cecilia D. Blye

Chief, Office of Global Security Risk

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-5546

              Re:

    FedEx Corporation

Form 10-K for the year ended May 31, 2010

File No. 1-15829

Dear Ms. Blye:

We are in receipt of the Commission’s letter to Frederick W. Smith, Chairman, President and Chief
Executive Officer of FedEx Corporation, dated December 15, 2010, providing comments and requesting
information relating to our contacts with Syria, Iran and Sudan. Each of these countries has been
designated by the U.S. Secretary of State as a country whose government has repeatedly provided
support for acts of international terrorism (Syria on December 29, 1979; Iran on January 19, 1984;
and Sudan on August 12, 1993), and each country is subject to U.S. economic sanctions and export
controls. The following are FedEx’s responses to the Commission’s comments:

General

    1.

    Please update us on your contacts with Syria since your letter to us as of July 14,
2006.

Response: There have not been any substantive changes to the nature of our contacts with
Syria since our letter dated July 14, 2006. As described in that letter, we indirectly offer
certain limited transportation services to and from Syria, but we do not have, nor have we ever
had, any assets or employees in Syria, any flights to or from Syria, or any direct operations
within Syria.

Our wholly owned subsidiary Federal Express Corporation (“FedEx Express”) offers package delivery
services from Syria and to Syria from countries other than the U.S., subject to certain limitations
and in compliance with U.S. export restrictions. FedEx Express provides these services indirectly,
through third-party transportation companies. All packages to or from Syria are tendered to or
received from a third-party carrier, currently Emirates Airline, in Dubai, United Arab Emirates. An independent licensee, referred to by FedEx as a Global Service
Participant (“GSP”), is responsible for pick-up and delivery of the packages within Syria; our
current GSP for Syria is Falcon Express Inc., based in Dubai.

Cecilia D. Blye

January 14, 2011

Page 2

FedEx Express began indirect inbound service to Syria in 1989 and indirect outbound service from
Syria in 1993. In May 2004, when the U.S. government imposed economic sanctions on Syria,
including a ban on most exports from the U.S. to Syria, FedEx Express promptly terminated service
to Syria from all locations. As permitted by U.S. law and foreign policy, FedEx Express reinstated
indirect service to Syria from countries other than the U.S. on June 28, 2004, subject to certain
limitations and in compliance with the U.S. export restrictions. FedEx Express policy still
prohibits all shipments from the U.S. to Syria, even though the law permits such shipments in a
variety of instances.

In
addition, our wholly owned subsidiary FedEx Trade Networks, Inc.,
through its wholly owned subsidiary FedEx Trade Networks Transport & Brokerage, Inc.,
which we acquired in February 2000 (collectively “FTN”), offers limited freight-forwarding services to and from Syria
through third-party air and ocean cargo carriers where permitted by
law. FTN also offers customs brokerage services for
goods being imported to the United States and Canada from Syria. FTN provides freight-forwarding
services from the U.S. to Syria, but only if the shipment is permitted under the U.S. export
restrictions. Since July 14, 2006, however, FTN has not arranged transportation for any shipments
from the U.S. to Syria. During this period, however, FTN arranged ocean transportation for 13
shipments from the U.S. to Lebanon that were erroneously reported through the Automated Export
System (“AES”) as being destined for Syria. FTN intends to disclose these erroneous AES filings,
and its corrective actions, to the appropriate U.S. governmental agencies.

We do not anticipate any significant change in our service to and from Syria.

Our aircraft occasionally fly through airspace controlled by Syria, as a result of which we make
immaterial payments — called overflight fees — to the Syrian government. Such payments are not
prohibited by U.S. law or sanctions policy. We make the payments to Hadid International Services,
based in Dubai, which in turn pays the appropriate governmental officials. To the best of our
knowledge, we do not have any other contacts with the Syrian government or entities affiliated with
the Syrian government.

    2.

    We note October and May 2007 news articles discussing that Pentagon investigators
intercepted parts for F-14 Tomcat warplanes headed to Iran via FedEx through Germany and
the UAE from Southern California. We also note a March 2010 news article discussing an
evangelist who sent bullets in Bibles to Sudan through Kenya via FedEx. Finally, we note
that two Chinese freight forwarders (Forwarder Express and Guangzhou Gongcheng Import &
Export Service Co.) claim that they provide FedEx and other express courier services from
Shenzhen, China to Tehran and Abadan, Iran and that these companies’ websites include the
FedEx Express logo on the pages which list these services. Iran and Sudan are identified
by the U.S. State Department

Cecilia D. Blye

January 14, 2011

Page 3

as state sponsors of terrorism and are subject to U.S. economic sanctions and export
controls. Please describe to us the nature and extent of your past, current, and
anticipated contacts with Iran and Sudan whether through affiliates, distributors,
resellers, subsidiaries, or other direct or indirect arrangements. Your response should
describe any services or products you have provided to Iran or Sudan and any agreements,
commercial arrangements, or other contacts you have had with the governments of Iran or
Sudan or entities controlled by these governments. Please also provide this information for
Syria.

Response: Our contacts with Syria are described above in response to Comment No. 1.
Contrary to what is suggested by the news articles and Chinese freight forwarders referenced in
Comment No. 2, we do not provide any transportation services to or from either Iran or Sudan, we
have not provided any such service since June 1, 2007 (the beginning of the period to which we
agreed to limit our response), and we do not plan to provide any such service in the future.

As with Syria, our aircraft occasionally fly through airspace controlled by Iran, as a result of
which pay immaterial overflight fees to the Iranian government. Such payments are not prohibited
by U.S. law or sanctions policy. As with Syria, we make the payments to Hadid International
Services, based in Dubai, which in turn pays the appropriate Iranian governmental officials. Our
aircraft have not flown through airspace controlled by Sudan since June 1, 2007, but to the extent
we ever do so in the future, we would make similarly lawful overflight fee payments to the Sudanese
government through a third-party vendor. To the best of our knowledge, we do not have any other
contacts with the Iranian or Sudanese governments or entities affiliated with either such
government.

With respect to the October and May 2007 news articles reporting that Pentagon investigators
intercepted parts for F-14 Tomcat warplanes headed to Iran, we are aware of a U.S. government
investigation relating to aircraft parts that were shipped from the U.S. to the United Arab
Emirates via FedEx Express, apparently for onward transportation to Iran via a third-party carrier
without any prior knowledge or involvement by us. We fully cooperated with the U.S. Department of
Justice and the Federal Bureau of Investigation in this investigation, including by gathering
evidence that was instrumental in the conviction of the defendants in the case, and received a
letter of appreciation from the U.S. Department of Justice for such cooperation.

With respect to the March 2010 news article discussing an evangelist who sent bullets in Bibles to
Sudan, we are also aware of this incident. In February 2010, two shipments were tendered to FedEx
Express in San Francisco, California, for transportation to Nairobi, Kenya, apparently for onward
transportation to Sudan via a third-party carrier without any prior knowledge or involvement on our
part. We later learned that these two packages were subsequently seized by the Kenyan police while
someone was attempting to ship them from Kenya to Sudan through a different transportation
provider.

Cecilia D. Blye

January 14, 2011

Page 4

With respect to the website claims by the two purported Chinese freight forwarders, to our
knowledge, we do not have any business relationship with either company. Please be advised that we
are working with the U.S. and Chinese governments, including the U.S.-China Joint Commission on
Commerce and Trade, to investigate and shut down such unauthorized express delivery service agents
and websites established in China.

    3.

    Please discuss the materiality of your contacts with Iran, Syria and Sudan described in
response to the foregoing comments, and whether those contacts constitute a material
investment risk for your security holders. You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and subsequent interim period. Also, address
materiality in terms of qualitative factors that a reasonable investor would deem important
in making an investment decision, including the potential impact of corporate activities
upon a company’s reputation and share value. As you know, various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-designated
state sponsors of terrorism. Your materiality analysis should address the potential impact
of the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Iran, Syria and Sudan.

Response: As discussed above in response to Comment No. 2, we have no contacts (other than
through the occasional, indirect and legal payment of overflight fees) with Iran or Sudan. With
respect to our limited contacts with Syria, in our fiscal year ended May 31, 2010, we generated
less than $1.6 million of revenue from shipments to Syria, and less than $500,000 of revenue from
shipments from Syria. This $2.1 million of revenue is inconsequential, representing approximately
0.006% of our $34.7 billion of total revenue for the year.

As discussed above in response to Comment No. 1, we serve Syria through third-party transportation
providers and do not have, nor have we ever had, any direct operations in that country. In
addition, we have put in place policies to ensure compliance with applicable laws relating to our
service to and from Syria, including the export controls administered by the Commerce Department’s
Bureau of Industry and Security and the blocking requirements on designated persons administered by
the Department of the Treasury. Therefore, we do not believe this service creates any investment
risk for our stockholders.

Based upon these quantitative and qualitative factors and the fact that information regarding our
restricted service offerings to and from Syria has long been publicly available on our Web site and
we have received few investor inquiries in this area, we have seen no indication that such contacts
have had or will have any impact on investor sentiment or our reputation or share value. We are
certainly sensitive to the concerns of our investors, however, and we will continue to monitor
investor sentiment and activity in this area, as we routinely do in many other areas.

Cecilia D. Blye

January 14, 2011

Page 5

In sum, we do not believe that a reasonable investor would consider additional information about
our indirect services to and from Syria important or helpful in arriving at an investment decision.
Our contacts with Syria comply in all respects with U.S. law and foreign policy and are not
material to our financial condition or operating results. In sum, we continue to believe that they
do not constitute an investment risk for our stockholders, and therefore we continue to make no
reference to Syria in our filings with the Commission.

Please be advised that we understand our obligation to ensure the accuracy and adequacy of the
disclosure in our SEC filings, that our filings include all information required under the
Securities Exchange Act of 1934 and that we provide all information that investors require for an
informed investment decision.

Furthermore, FedEx acknowledges that:

    •

    the company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

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

    •

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

Please contact me if you have any additional questions.

Very truly yours,

FedEx Corporation

/s/ ROBERT T. MOLINET

Robert T. Molinet

Corporate Vice President —

Securities & Corporate Law

RTM:mtf [853254]

    cc:

    Frederick W. Smith

Christine P. Richards

Alan B. Graf, Jr.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

December 15, 2010
Via Mail and Facsimile (901-818-7570)

Frederick W. Smith
Chairman, President and Chief Executive Officer FedEx Corporation 942 South Shady Grove Road Memphis, TN 38120
 Re: FedEx Corporation
  Form 10-K for the Fiscal Year Ended May 31, 2010
  Filed July 15, 2010   File No. 1-15829
Dear Mr. Smith:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor of terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further
review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we ma y raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. Please update us on your contacts with Syria since your letter to us of July 14,
2006.
2. We note October and May 2007 news articles discussing that Pentagon investigators intercepted parts for F-14 Tomcat warplanes headed to Iran via
Fed Ex through Germany and the UAE from  Southern California.  We also
note a March 2010 news article discussing an evangelist who sent bullets in
Bibles to Sudan through Kenya via FedE x.  Finally, we note that two Chinese
freight forwarders (Forwarder Expr ess and Guangzhou Gongcheng Import &

Frederick W. Smith
FedEx Corporation
December 15, 2010 Page 2
Export Service Co.) claim that they pr ovide FedEx and other express courier
services from Shenzhen, China to Tehr an and Abadan, Iran and that these
companies’ websites include the FedEx Express logo on the pages which list
these services. Iran and Sudan are identif ied by the U.S. State Department as
state sponsors of terrorism and are su bject to U.S. economic sanctions and
export controls. Please describe to us the nature and extent of your past,
current, and anticipated contacts w ith Iran and Sudan whether through
affiliates, distributors, resellers, subsidiaries, or other direct or indirect arrangements.  Your response should de scribe any services or products you
have provided to Iran or Sudan and any agreements, commercial arrangements, or other c ontacts you have had with the governments of Iran or
Sudan or entities controlled by these gove rnments.  Please also provide this
information for Syria.
3. Please discuss the materiality of your contacts with Iran, Syria and Sudan
described in response to the foregoing comments, and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate dollar
amounts of any associated re venues, assets, and liabi lities for the last three
fiscal years and subsequent interim peri od.  Also, address materiality in terms
of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation a nd share value.  As you know, various
state and municipal governments, unive rsities, and other investors have
proposed or adopted divestment or simila r initiatives regarding investment in
companies that do business with U.S.-des ignated state sponsor s of terrorism.
Your materiality analysis should addre ss the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria and Sudan.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

Frederick W. Smith
FedEx Corporation December 15, 2010 Page 3

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
  Please understand that we may have addi tional comments after we review your
response to our comments.  Please contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen ts or our review.  You may also contact
me at (202) 551-3470.           S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk
cc:  Max Webb
  Assistant Director  Division of Cor poration Finance

Mail Stop 3561
        August 27, 2009  Via Fax & U.S. Mail

 Mr. Alan B. Graf, Jr. Chief Financial Officer 942 South Shady Grove Road Memphis, Tennessee 38120

Re: FedEx Corporation
 Form 10-K for the year ended May 31, 2009
Filed July 15, 2009
 File No. 001-15829

Dear Mr. Graf:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel Branch Chief
         VIA FACSIMILE (901) 818-7111

CORRESP
1
filename1.htm

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

Mail Stop 3561
        August 6, 2009  Via Fax & U.S. Mail

 Mr. Alan B. Graf, Jr. Chief Financial Officer 942 South Shady Grove Road Memphis, Tennessee 38120

Re: FedEx Corporation
 Form 10-K for the year ended May 31, 2009
Filed July 15, 2009
 File No. 001-15829

Dear Mr. Graf:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

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

Management’s Discussion & Analysis
– Reportable Segments, page 50

1. Please revise future filings to discuss the nature of any significant changes in each

Mr. Alan B. Graf, Jr.
FedEx Corporation
August 6, 2009 Page 2

operating expense line item for each of the Company’s segments.  Also, please
revise to discuss the amount of interc ompany charges allocated to each segment
based either on gross dollar amount allocated or as a percentage of revenue and
discuss the facts and circumstances responsib le for the changes in allocated costs.
For example, please tell us why inte rcompany 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 discus sion of the FedEx Services segment.

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 lo wer 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 paragrap h 20 of SFAS No. 146 as applicable.
 Note 1. Description of Business and Summ ary 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 Fo rm 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 pursua nt to the guidance in paragraph 8 of SFAS No. 144.

Note 4. Goodwill and Intangibles, page 102

4. It appears from your disclosure in No te 13 that the FedEx Services segment
expenses are allocated to the other tran sportation segments and you do not report
an operating income/loss number for th is segment (other than impairment
charges).  In light of the fact that it app ears this segment mostly supplies services
to the other transportation segments, plea se 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.

Mr. Alan B. Graf, Jr.
FedEx Corporation
August 6, 2009 Page 3

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 se gment are allocated to the other
transportation segments and the Servic es 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 en tire amount of revenu es and expenses of
Fed Ex Services segment (including FedEx Office) to the other transportation segments.   Also, in light of the fact th at in the Form 10-K for the year ended May
31, 2007 you disclosed $45 million operating inco me for fiscal 2007 related to the
FedEx Kinkos segment, which is now part of FedEx Services segment, please explain to us why your current 10-K discloses zer o operating income/loss
allocated to the Services segment for 2007.

********
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure 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 federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Alan B. Graf, Jr.
FedEx Corporation August 6, 2009 Page 4

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
         VIA FACSIMILE (901) 818-7111

Mail Stop 3561

March 5, 2008
 Via U.S. Mail and Facsimile

 Frederick W. Smith President and Chief Executive Officer FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120
RE: FedEx Corporation
   Form 10-K for the fiscal year ended May 31, 2007
File No. 001-15829

Dear Mr. Smith:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 Sincerely,
         J o e  F o t i         Senior Assistant Chief Accountant

  Via facsimile: Alan B. Graf, Jr., Chief Financial Officer   (901) 818-7166

Frederick W. Smith
FedEx Corporation Page 2

CORRESP
1
filename1.htm

Filed by Bowne Pure Compliance

[FEDEX CORPORATION LETTERHEAD]

VIA EDGAR AND FEDEX LETTER

February 7, 2008

Joe Foti

Senior Assistant Chief Accountant

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, 2007

File No. 001-15829

Dear Mr. Foti:

We are in receipt of the Commission’s letter to Frederick W. Smith, Chairman of the Board,
President and Chief Executive Officer of FedEx Corporation, dated January 25, 2008 on our Form 10-K
for the fiscal year ended May 31, 2007 and our Form 10-Q for the fiscal quarter ended November 30,
2007. The following are FedEx’s responses to the Commission’s comments:

Form 10-K for the fiscal year ended May 31, 2007

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Results of Operations, page 34

    1.

    When individual line items, disclosed in your statement of income, significantly fluctuate in
comparison to the comparable prior period, quantify and disclose the nature of each item that
caused the significant change. For example we note from your consolidated statement of income
that salaries and employee benefits of $13,740 million for 2007 increased approximately $1,169
million from salaries and employee benefits of $12,571 million for 2006. We also note that in
MD&A you only quantify and disclose the nature of each item that caused the significant change
in salaries and employee benefits between 2007 and 2006 for the FedEx Express segment and the
FedEx Kinko’s segment,

Mr. Joe Foti

February 7, 2008

Page 2

which only explains approximately $172 million of the $1,169 million increase in salaries
and employee benefits between 2007 and 2006. In this regard, please revise your
consolidated operating results and segment operating results sections in future filing to
quantify and disclose the nature of each item that caused the $1,169 million increase in
salaries and employee benefits between 2007 and 2006. Please provide us with your proposed
future disclosure as part of your response. See Item 303 of Regulation S-K and FR-72 for
guidance.

Response: We believe our disclosures in management’s discussion and analysis of
results of operations and financial condition (MD&A) comply fully with the requirements of
Item 303 of Regulation S-K and FR-72. Item 303 and FR-72 instruct management to use its
judgment to make conclusions as to the information to be included in our filing that will
“enhance a reader’s understanding” of our results of operations while avoiding “unnecessary
information overload for investors that can result from disclosure of information that is
not required, is immaterial, and does not promote understanding.” 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 growth in shipping volumes and
normal cost inflation.

As we highlight on page 33 of our Form 10-K MD&A, we manage our cost structure for
operating expenses to shifting volume levels, as shipping volumes have a direct impact on
the timing and nature of certain of the expenses that we incur. Accordingly, our thorough
process for determining fluctuations in individual line items in our statement of
operations that warrant further discussion in MD&A always begins with an analysis of the
change in each individual line item compared to our overall change in revenues and shipping
volumes.

We approach the preparation of MD&A using a consistent methodology of providing additional
discussion of factors that impact individual expense line items other than changes in
revenues and volumes, as well as factors that affect the comparability between revenues and
expense captions. For the salaries and employee benefits example noted above, the change
in revenues from 2007 to 2006 was 9.0% and the change in salaries and employee benefits was
9.3%. Absent any unusual or non-recurring items, we would expect year-over-year increases
in salaries and employee benefits to be consistent with changes in revenues and volumes.
Because the relationship of the change in salaries and employee benefits for 2007 was
mostly consistent with the change in revenues, our discussion focused on the unusual or
non-recurring factors that impacted the overall year-over-year trend, including the
acquisition of FedEx National LTL (formerly Watkins Motor Lines) and the individual
material items pertaining to signing bonuses and other upfront compensation paid to our
pilots.

Mr. Joe Foti

February 7, 2008

Page 3

We also noted that “the impacts of expensing stock options commencing in 2007 and higher
retirement plan costs were largely offset by lower incentive compensation accruals.” This
provides readers with key information about the factors impacting this expense caption that
were not simply a function of volume growth and normal cost inflation. We believe this
textual presentation of the key business drivers is more informative than a numerical
decomposition of all of the individual components that go into this expense caption that
“can tend to overwhelm readers and act as an obstacle to identifying and understanding
material matters,” as noted in FR-72. Moreover, in the example above, since both the cost
of stock option expensing and retirement plan costs are quantitatively disclosed in the
footnotes to the financial statements and elsewhere in the MD&A, readers have a sense for
the quantitative impact of these factors and the offsetting item.

In response to the staff’s comments and to provide increased transparency in our MD&A, we
will include the following additional disclosure under our MD&A caption “Description of
Business” in future filings:

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 fluctuations in these expenses
describes the key drivers impacting expense trends beyond changes in
revenues and volume.

In addition, to augment our segment discussions, commencing with our fiscal 2008 Form 10-K,
we will include a table for each operating segment that depicts each operating expense
caption as a percentage of that year’s total revenues. This will enhance a financial
statement user’s ability to identify fluctuations in line items that may be unrelated to
changes in revenue and volume, and we will continue to specifically comment on such trends
to the extent they are material or promote an understanding of our financial results.

    2.

    Additionally, please revise your consolidated operating results and segment operating results
sections in MD&A to discuss and analyze separately “salaries and employee benefits,”
“purchased transportation,” “rental and landing fees,” “depreciation and amortization,”
“fuel,” “maintenance and repairs” and “other” rather than only providing a discussion and
analysis on consolidated and segment operating income. As part of your disclosure, please
describe the major cost components included in each of the above categories and provide a more
detail discussion and analysis of the results for each major component. This presentation
appears meaningful and relevant in providing investors full disclosure and transparent
financial information as required by Item 303 of Regulation S-K. Please provide us with your proposed disclosure as part of your response.

Mr. Joe Foti

February 7, 2008

Page 4

Response: We do not agree that a separate discussion of each of the expense
captions noted at the consolidated level is meaningful and relevant or required by Item 303
of Regulation S-K. As noted in FR-72, “Instruction 4 and the guidance in the 1989 release
do not require a discussion of every line item and its changes without regard to
materiality. Discussion of a line item and its changes should be avoided where the
information disclosed is not material and would not promote understanding of MD&A.”

Our operating segments are separate business lines with distinct and separate business
models, cost structures and operating margins. Due to the unique nature of these
businesses and in accordance with Item 303, we believe our discussion of both consolidated
and segment information is necessary to gain an appropriate understanding of our
performance. As suggested in FR-72, the consolidated results section of our MD&A is an
“executive-level overview that provides context for the remainder of the discussion.” As
we note in the “Description of Business” section of our MD&A, the key indicators necessary
to understand our operating results across all our transportation segments include volumes,
yields, cost structure management and fuel costs. To the extent an individual expense
caption can be effectively addressed at the consolidated level (fuel, for example), it has
been discussed at the consolidated level as well as at the operating segment level. In
addition, significant individual items affecting a consolidated expense caption, trend or
relationship to revenues are also described at this level.

As noted in our response to comment 1, our analysis of fluctuations in individual line
items begins with an analysis of the change in a particular individual line item compared
to our overall change in revenues and shipping volumes. Using this approach, many
individual line items in our statement of operations do not require additional discussion,
as the year-over-year trend is consistent with the change in revenues and shipping volumes.
When applicable, we provide additional disclosure of each individual line item that has a
fluctuation that is not consistent with the change in revenue and shipping volumes,
focusing on providing the most meaningful drivers of the fluctuation. This discussion is
in addition to the discussion of operating income and, as disclosed on page 36 of our Form
10-K MD&A, included additional disclosure of factors impacting salaries and employee
benefits, purchased transportation and fuel.

While we have not presented the information in the format outlined in comment 2 above, we
believe our disclosure achieves the objective required under Item 303 of Regulation S-K and
provides users with discussion of the most meaningful factors impacting fluctuations in
individual line items. In future filings, we will continue to focus on increased transparency in this area, including providing the
additional disclosure noted in our response to comment 1.

Mr. Joe Foti

February 7, 2008

Page 5

Form 10-Q for the quarterly period ended November 30, 2007

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Results of Operations

FedEx Ground Segment Operating Income, page 39

    3.

    We note from your disclosure that operating income for the first half of 2008 was
substantially effected by the net impact of increased fuel cost during the second quarter of
2008 and higher legal costs during the first quarter of 2008. In this regard, please provide
us with and include in your filing disclosure that quantifies and discusses the nature of each
item that caused the higher legal cost. Also, tell us your reason for not including the fact
that operating income was effected by higher legal cost during the first quarter of 2008 in
your respective MD&A section included in your Form 10-Q for the quarterly period ended August
31, 2008.

    Response: As our footnote disclosure and the “Independent Contractor Matters”
section of our FedEx Ground segment MD&A make clear, we are a defendant in a number of
litigation matters with respect to FedEx Ground. This heightened litigation activity has
increased our legal costs year over year, as we continue to defend ourselves in these
matters. These costs include fees paid to external counsel, settlement costs and loss
accruals. Thus far in fiscal 2008, none of these costs has been individually material or
warranted discussion or quantification on an individual basis. Furthermore, the aggregate
amount of such costs has not increased materially ($52 million for the first half of fiscal
2008 versus $43 million for the comparable period of 2007). However, in the aggregate, the
level of legal costs caused a higher trend in the other operating expenses caption than
would normally be expected from the increase in revenues and volumes, and we believe it is
important and relevant to point out the factors that cause such unexpected trends.

    In addition, in MD&A we note that footnote 9 to our financial statements describes the
nature of specific legal matters that gave rise to the higher costs. We believe these
disclosures provide financial statement users with the information necessary to understand
the nature and extent of legal exposures facing the company and management’s assessment on
the matters.

Mr. Joe Foti

February 7, 2008

Page 6

Contrary to the staff’s assertion, we disclosed the effect of higher legal costs in several
places in the MD&A section of our Form 10-Q for the quarterly period ended August 31, 2007.
In particular, we included the following disclosure in the FedEx Ground Segment Operating
Income paragraph on page 34:

Other operating expenses increased 20% during the first quarter of 2008,
primarily due to higher legal costs [emphasis added].

In addition, on page 26, we made the following statement:

Strong
growth at FedEx Ground, partially offset by higher legal costs, and growth
in international shipments at FedEx Express favorably impacted our
quarterly results [emphasis added].

In future filings we will continue to describe the nature of the significant components of
our “higher legal costs,” if applicable, and will quantify any individual items that are
material.

    4.

    We note from your disclosure that FedEx Ground anticipates continuing changes in
relationships with its contractors, which are expected to increase the cost of operations, and
it is reasonably possible that such cost increase could be material. In this regard, please
revise your filing to quantify the impact that such material cost increase could have on your
future financial position, and results of operations. See FR-72 for guidance.

    Response: As our footnote disclosure and the “Independent Contractor Matters”
section of our FedEx Ground segment MD&A make clear, we are a defendant in a number of
litigation matters with respect to FedEx Ground and these matters include various
challenges to the status of our owner-operators as independent contractors, rather than
employees. As indicated in our disclosure, we anticipate continuing
changes to our relationships with our contractors. The nature, timing
and amount of any
changes, however, are dependent on the outcome of numerous future events. At this time, we
cannot predict what outcome or specific changes to our contractor relationships will
ultimately develop, as there are a wide range of possibilities. Therefore, it would be
highly speculative to quantify at this point the many possible outcomes that could occur,
including potential actions we could take to mitigate future cost increases.

    The purpose of our disclosure was to provide proactive guidance to our investors that any
prospective changes to the relationships we have with our contractors as a result of the
ongoing litigation noted in footnote 9 could have a material impact on our future operating
costs, and not to assess or evaluate a contingent liability. We believe that providing
this disclosure is responsive to the guidance in FR-72

Mr. Joe Foti

February 7, 2008

Page 7

that MD&A should “provide insight into material opportunities, challenges and risks, such
as those presented by known material trends and uncertainties, on which the company’s
executives are most focuse

Mail Stop 3561

January 25, 2008
 Via U.S. Mail and Facsimile

 Frederick W. Smith President and Chief Executive Officer FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120
RE: FedEx Corporation
   Form 10-K for the fiscal year ended May 31, 2007
File No. 001-15829

Dear Mr. Smith:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Frederick W. Smith
FedEx Corporation
Page 2

Form 10-K for the fiscal year ended May 31, 2007

Management’s Discussion and Analysis of Re sults of Operations and Financial Condition

Results of Operations, page 34
1. When individual line items, disclosed in  your statement of income, significantly
fluctuate in comparison to the comparable  prior period, quantif y and disclose the
nature of each item that caused the significant change. For example we note from
your consolidated statement of income th at salaries and employee benefits of
$13,740 million for 2007 increased approxi mately $1,169 million from salaries
and employee benefits of $12,571 million fo r 2006.  We also note that in MD&A
you only quantify and disclose the nature of  each item that caused the significant
change in salaries and employee benefits between 2007 and 2006 for the FedEx
Express segment and the FedEx Kinko’s segment, which only explains approximately $172 million of the $1,169 million increase in salaries and employee benefits between 2007 and 2006.  In  this regard, please revise your
consolidated operating results and segmen t operating results sections in future
filing to quantify and disclose the nature of each item that caused the $1,169 million increase in salaries and employee benefits between 2007 and 2006. Please provide us with your proposed future disclo sure as part of your response.  See
Item 303 of Regulation S-K and FR-72 for guidance.
2. Additionally, please revise  your consolidated operating results and segment
operating results sections in MD&A to di scuss and analyze separately “salaries
and employee benefits,” “purchased tran sportation,” “rental and landing fees,”
“depreciation and amortization,” “fuel,” “maintenance and repairs” and “other” rather than only providing a discussion and analysis on consolidated and segment
operating income.  As part of your disc losure, please describe the major cost
components included in each of the above categories and provide a more detail
discussion and analysis of the results for each major component.  This presentation appears meaningful and relevant in providi ng investors full
disclosure and transparent financial information as required by Item 303 of
Regulation S-K.  Please provi de us with your proposed di sclosure as part of your
response.

Frederick W. Smith
FedEx Corporation
Page 3

Form 10-Q for the quarterly period ended November 30, 2007

Management’s Discussion and Analysis of Re sults of Operations and Financial Condition

Results of Operations

FedEx Ground Segment Operating Income, page 39
3. We note from your disclosure that operat ing income for the first half of 2008 was
substantially effected by th e net impact of increased fuel cost during the second
quarter of 2008 and higher legal costs dur ing the first quarter of 2008.  In this
regard, please provide us with and include in your filing disclosure that quantifies
and discusses the nature of each item that caused the higher legal cost. Also, tell
us your reason for not including the fact that operating income was effected by
higher legal cost during the first qua rter of 2008 in your respective MD&A
section included in your Form 10-Q fo r the quarterly period ended August 31,
2008.
4. We note from your disclosure that Fed Ex Ground anticipates continuing changes
in relationships with its c ontractors, which are expected to increase the cost of
operations, and it is reasonably possible that  such cost increase  could be material.
In this regard, please revise  your filing to quantify the impact that such material
cost increase could have on your futu re financial position, and results of
operations.   See FR-72 for guidance.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not

Frederick W. Smith
FedEx Corporation Page 4

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 federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jeff Jaramillo at (202 ) 551-3212 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3816 with any other questions.

 Sincerely,
         J o e  F o t i
       Senior Assistant Chief Accountant

 Via facsimile: Alan B. Graf, Jr., Chief Financial Officer   (901) 818-7166

CORRESP
1
filename1.htm

[FEDEX CORPORATION LETTERHEAD]

VIA EDGAR AND FEDEX EXPRESS

July 14, 2006

Cecilia D. Blye

Chief, Office of Global Security Risk

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549-5546

Re:             FedEx
Corporation

          Form 10-K for the year ended
May 31, 2005

          File No. 1-15829

Dear Ms. Blye:

We are in receipt
of the Commission’s letter to Frederick W. Smith, Chairman, President and Chief
Executive Officer of FedEx Corporation, dated June 29, 2006 providing
comments relating to our contacts with Syria. Syria was designated by the
Secretary of State as a country whose government had repeatedly provided
support for acts of international terrorism on December 29, 1979. It
became subject to economic sanctions on May 12, 2004, which were expanded
to implement United Nations sanctions obligations on April 26, 2006. The
following are FedEx’s responses to the Commission’s comments:

General

1.              It
appears from your website and public news sources that you have operations in
Syria. Syria is identified as a state sponsor of terrorism by the State
Department, and is subject to export controls administered by the Commerce
Department’s Bureau of Industry and Security. Your Form 10-K does
not include any information regarding operations in Syria. Please describe your
past, current, and anticipated operations in, and other contacts with, Syria. Your
response should discuss the services you offer, whether through direct or
indirect arrangements, and any contacts with the Syrian government or entities
affiliated with the Syrian government.

Response:         We indirectly offer certain limited
transportation services to and from Syria, but we do not have, nor have we ever
had, any assets or employees in Syria, any flights to or from Syria, or any
direct operations within Syria.

Our wholly owned
subsidiary Federal Express Corporation (“FedEx Express”) offers only indirect package
delivery services to and from Syria, with certain restrictions. Inbound service
to Syria began in 1989, and outbound service from Syria began in 1993. FedEx
Express provides these services indirectly, through third-party transportation companies.
All packages to or from Syria are tendered to or received from a third-party
carrier, currently Emirates Airline, in Dubai, United Arab Emirates. An
independent licensee, referred to by FedEx as a Global Service Participant (“GSP”),
is responsible for pick-up and delivery of the packages within Syria; our
current GSP for Syria is Falcon Express Inc., based in Dubai.

In addition, our
wholly owned subsidiary FedEx Trade Networks Transport & Brokerage, Inc.
(“FTN”), which we acquired in February 2000, offers limited
freight-forwarding services to and from Syria through third-party air and ocean
cargo carriers. FTN also offers customs brokerage services for goods being
imported to the United States and Canada from Syria.

In May 2004, when the U.S. government imposed
economic sanctions on Syria, including a ban on most exports from the U.S. to
Syria, FedEx Express promptly terminated service to Syria from all locations. As
permitted by U.S. law and foreign policy, FedEx Express reinstated service to
Syria from countries other than the U.S. on June 28, 2004, subject to
certain limitations and in compliance with the U.S. export restrictions. FedEx
Express policy still prohibits all shipments from the U.S. to Syria, even
though the law permits such shipments in a variety of instances. FTN provides
freight-forwarding services from the U.S. to Syria, but only if the shipment is
permitted under the U.S. export restrictions. Since May 2004, FTN has
arranged transportation for only two such shipments, both of which qualified
for an exemption from the export controls.

We do not anticipate any
significant change in our service to and from Syria.

Our aircraft occasionally
fly through airspace controlled by Syria, as result of which we make immaterial
payments — called overflight fees — to the Syrian government. Such payments to
the government are not prohibited by U.S. law or sanctions policy. We make the
payments to Hadid International Services, based in Dubai, which in turn pays
the appropriate governmental officials. To the best of our knowledge, we do not
have any other contacts with the Syrian government or entities affiliated with
the Syrian government.

2.              Please
discuss the materiality of the operations or other contacts described in
response to the foregoing comment, and whether those operations or contacts
constitute a material investment risk for your security holders. You should
address materiality in quantitative terms, including the dollar amounts of any
associated revenues, assets, and liabilities. Please also address materiality
in terms of qualitative factors that a reasonable investor would deem important
in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.

 2

We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare reports
regarding state pension fund assets invested in, and/or permitting divestment
of state pension fund assets from, companies that conduct business with
countries identified as state sponsors of terrorism. The Pennsylvania
legislature has adopted a resolution directing its Legislative Budget and
Finance Committee to report annually to the General Assembly regarding state
funds invested in companies that have ties to terrorist-sponsoring countries. The
Missouri Investment Trust has established an equity fund for the investment of
certain state-held monies that screens out stocks of companies that do business
with U.S.-designated state sponsors of terrorism. Your materiality analysis
should address the potential impact of the investor sentiment evidenced by such
actions directed toward companies that have business contacts with Syria.

Response:         In our fiscal year ended May 31,
2006, we generated less than $1 million of revenue from shipments to Syria, and
only $250,000 of revenue from shipments from Syria. This $1.25 million of
revenue is inconsequential, representing less than 0.004% of our $32.3 billion
of total revenue for the year.

As discussed above
in response to Comment No. 1, we serve Syria through third-party
transportation providers and do not have, nor have we ever had, any direct
operations in Syria. In addition, we have put in place policies to ensure
compliance with applicable laws relating to our service to and from Syria, including
the export controls administered by the Commerce Department’s Bureau of
Industry and Security and the blocking requirements on designated persons
administered by the Department of the Treasury. Therefore, we do not believe
this service creates any investment risk for our stockholders.

Based upon these
quantitative and qualitative factors and the fact that information regarding
our restricted service offerings to and from Syria has long been publicly
available on our Web site, we have seen no indication that our contacts with
Syria have had or will have any impact on investor sentiment or our reputation
or share value.

Accordingly, we do
not believe that a reasonable investor would consider additional information
about our indirect services to and from Syria important or helpful in arriving
at an investment decision. Our contacts with Syria comply in all respects with
U.S. law and foreign policy and are not material to our financial condition or
operating results. In sum, we believe that they do not constitute an investment
risk for our stockholders, and therefore we make no reference to Syria in our
filings with the Commission.

 3

Please be advised
that we understand our obligation to ensure the accuracy and adequacy of the
disclosure in our SEC filings, that our filings include all information
required under the Securities Exchange Act of 1934 and that we provide all
information that investors require for an informed investment decision.

Furthermore, FedEx
acknowledges that:

·                  the company is
responsible for the adequacy and accuracy of the disclosure in the filings;

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

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

Please contact me
if you have any additional questions.

Very truly yours,

FedEx
Corporation

/s/ ROBERT T.
MOLINET

Robert T. Molinet

Corporate Vice President—Securities & Corporate Law

cc:   Frederick
W. Smith

Christine P. Richards

Alan
B. Graf, Jr.

 4

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      June 29, 2006

Via U.S. Mail and Facsimile (901-818-7570)

Frederick W. Smith
Chairman, President and Chief Executive Officer
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120

	Re:	FedEx Corporation
		Form 10-K for the Fiscal Year Ended May 31, 2005
		Filed January 30, 2006
		File No. 1-15829

Dear Mr. Smith:

      We have limited our review of your Form 10-K for the fiscal
year ended May 31, 2005 to disclosure relating to your contacts
with
a country that has been identified as a state sponsor of
terrorism,
and we have the following comments.  Our review with respect to
this
issue does not preclude further review by the Assistant Director
group with respect to other issues.  At this juncture, we are
asking
you to provide us with supplemental information, so that we may
better understand your disclosure.  Please be as detailed as
necessary in your response. After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. It appears from your website and public news sources that you
have
operations in Syria.  Syria is identified as a state sponsor of
terrorism by the State Department, and is subject to export
controls
administered by the Commerce Department`s Bureau of Industry and
Security.  Your Form 10-K does not include any information
regarding
operations in Syria.  Please describe your past, current, and
anticipated operations in, and other contacts with, Syria.  Your
response should discuss,the services you offer, whether through
direct or indirect arrangements, and any contacts with the Syrian
government or entities affiliated with the Syrian government.
2. Please discuss the materiality of the operations or other
contacts
described in response to the foregoing comment, and whether those
operations or contacts constitute a material investment risk for
your
security holders.  You should address materiality in quantitative
terms, including the dollar amounts of any associated revenues,
assets, and liabilities.  Please also address materiality in terms
of
qualitative factors that a reasonable investor would deem
important
in making an investment decision, including the potential impact
of
corporate activities upon a company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that conduct business with countries identified as state sponsors
of
terrorism.  The Pennsylvania legislature has adopted a resolution
directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries.   The
Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies that screens out stocks of
companies that do business with U.S.-designated state sponsors of
terrorism.  Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies that have business contacts with Syria.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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

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

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Max Webb
		Assistant Director
		Division of Corporation Finance

Frederick W. Smith
FedEx Corporation
June 29, 2006
Page 1

</TEXT>
</DOCUMENT>