UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~February 28~~August 31, 2014

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 1-7806

FEDERAL EXPRESS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		71-0427007
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3610 Hacks Cross Road Memphis, Tennessee		38125
3610 Hacks Cross Road, Memphis, Tennessee		38125
(Address of principal executive offices)		(ZIP Code)

(901) 369-3600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of common stock outstanding as of ~~March 19~~September 17, 2014 was 1,000. The Registrant is a wholly owned subsidiary of FedEx Corporation, and there is no market for the Registrant’s common stock.

The Registrant meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by General Instruction H(2).

FEDERAL EXPRESS CORPORATION

INDEX

	~~PAGE~~	PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance SheetsFebruary 28, 2014 and May 31, 2013		3
Condensed Consolidated Balance SheetsAugust 31, 2014 and May 31, 2014		3
Condensed Consolidated Statements of IncomeThree and Nine Months Ended February 28, 2014 and 2013		5
Condensed Consolidated Statements of IncomeThree Months Ended August 31, 2014 and 2013		5
Condensed Consolidated Statements of Comprehensive IncomeThree and Nine Months Ended February 28, 2014 and 2013		6
Condensed Consolidated Statements of Comprehensive IncomeThree Months Ended August 31, 2014 and 2013		6
Condensed Consolidated Statements of Cash FlowsNine Months Ended February 28, 2014 and 2013		7
Condensed Consolidated Statements of Cash FlowsThree Months Ended August 31, 2014 and 2013		7
Notes to Condensed Consolidated Financial Statements		8
Report of Independent Registered Public Accounting Firm		1314
ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition		1415
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		2322
ITEM 4. Controls and Procedures		2322
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings		2423
ITEM 1A. Risk Factors		2423
ITEM 6. Exhibits		2523
Signature		2624
Exhibit Index		E-1
Exhibit 12.1
Exhibit 15.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Ex-101 INSTANCE DOCUMENT
EX-101 INSTANCE DOCUMENT
Ex-101 SCHEMA DOCUMENT
EX-101 SCHEMA DOCUMENT
Ex-101 CALCULATION LINKBASE DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
Ex-101 PRESENTATION LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
Ex-101 DEFINITION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

-2-

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

	February 28,
	August 31,2014(Unaudited)		May 31,2014
	2014		May 31,
	(Unaudited)		2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~749~~810	$	~~769~~858
Receivables, less allowances of $73 and $84		1,559		1,595
Receivables, less allowances of $82 and $80		1,743		1,705
Spare parts, supplies and fuel, less allowances of $206 and $204		390		385
Spare parts, supplies and fuel, less allowances of $216 and $211		412		395
Deferred income taxes		~~432~~380		~~359~~401
Due from parent company and other FedEx subsidiaries		~~570~~542		~~430~~502
Prepaid expenses and other		96100		94103
Total current assets		3,~~796~~987		3,~~632~~964
PROPERTY AND EQUIPMENT, AT COST		25,~~490~~928		2425,~~384~~752
Less accumulated depreciation and amortization		12,~~100~~541		1112,~~538~~272
Net property and equipment		13,~~390~~387		1213,~~846~~480
OTHER LONG-TERM ASSETS
Goodwill		1,~~511~~547		1,~~526~~561
Other assets		~~830~~1,037		959
Total other long-term assets		2,~~341~~584		2,~~485~~520
	$	19,~~527~~958	$	1819,~~963~~964

The accompanying notes are an integral part of these condensed consolidated financial statements.

-3-

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

	February 28,
	August 31,2014(Unaudited)			May 31,2014
	2014			May 31,
	(Unaudited)			2013
LIABILITIES AND OWNER’S EQUITY
CURRENT LIABILITIES
Accrued salaries and employee benefits	$	~~836~~842		$	~~990~~902
Accounts payable		1,~~320~~331			1,~~270~~394
Accrued expenses		~~977~~1,002			~~972~~1,019
Due to other FedEx subsidiaries		~~1,094~~879			~~1,064~~910
Total current liabilities		4,~~227~~054			4,~~296~~225
LONG-TERM DEBT, LESS CURRENT PORTION		~~240~~239			~~240~~239
OTHER LONG-TERM LIABILITIES
Deferred income taxes		3,~~125~~197			23,~~833~~196
Pension, postretirement healthcare and other benefit obligations		1,~~177~~217			1,~~120~~208
Self-insurance accruals		~~670~~666			~~650~~667
Deferred lease obligations		~~635~~634			~~683~~643
Deferred gains, principally related to aircraft transactions		~~204~~196			~~223~~203
Other liabilities		81101			~~100~~96
Total other long-term liabilities		56,~~892~~011			56,~~609~~013
COMMITMENTS AND CONTINGENCIES
OWNER’S EQUITY
Common stock, $0.10 par value; 1,000 shares authorized, issued and outstanding		—			—
Additional paid-in capital		608			608
Retained earnings		89,~~653~~139			8,~~246~~944
Accumulated other comprehensive loss		(93	)		(3665	)
Total owner’s equity		9,~~168~~654			89,~~818~~487
	$	19,~~527~~958		$	1819,~~963~~964

The accompanying notes are an integral part of these condensed consolidated financial statements.

-4-

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(IN MILLIONS)

	Three Months Ended						Nine Months Ended
	Three Months EndedAugust 31,
	February 28,						February 28,
	2014			2013
	2014			2013			2014			2013
REVENUES	$	6,584		$	6,346
REVENUES	$	6,426		$	6,462		$	19,318		$	19,465
OPERATING EXPENSES:
OPERATING EXPENSES:
Salaries and employee benefits		2,401			2,360
Salaries and employee benefits		2,438			2,459			7,185			7,265
Purchased transportation		457			430
Purchased transportation		440			413			1,316			1,221
Rentals and landing fees		419			414
Rentals and landing fees		425			423			1,252			1,244
Depreciation and amortization		371			366
Depreciation and amortization		371			332			1,107			985
Fuel		970			956
Fuel		1,010			1,066			2,952			3,126
Maintenance and repairs		377			306
Maintenance and repairs		271			261			884			979
Intercompany charges, net		476			489
Business realignment costs		—			13			—			14
Other		786			795
Intercompany charges, net		500			539			1,494			1,596
		6,257			6,116
Other		845			831			2,450			2,482
OPERATING INCOME		327			230
		6,300			6,337			18,640			18,912
OTHER INCOME (EXPENSE):
OPERATING INCOME		126			125			678			553
Interest, net		3			7
OTHER INCOME (EXPENSE):
Other, net		(32	)		(21	)
Interest, net		5			16			17			36
		(29	)		(14	)
Other, net		(33	)		(30	)		(76	)		(68	)
INCOME BEFORE INCOME TAXES		298			216
		(28	)		(14	)		(59	)		(32	)
PROVISION FOR INCOME TAXES		103			70
INCOME BEFORE INCOME TAXES		98			111			619			521
NET INCOME	$	195		$	146
PROVISION FOR INCOME TAXES		34			37			211			178
NET INCOME	$	64		$	74		$	408		$	343

The accompanying notes are an integral part of these condensed consolidated financial statements.

-5-

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(IN MILLIONS)

	Three Months Ended						Nine Months Ended
	Three Months EndedAugust 31,
	February 28,						February 28,
	2014			2013
	2014			2013			2014			2013
NET INCOME	$	195		$	146
NET INCOME	$	64		$	74		$	408		$	343
OTHER COMPREHENSIVE INCOME (LOSS):
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustments, net of tax of $8 in 2014 and $9 in 2013		(29	)		(78	)
Foreign currency translation adjustments, net of tax of $1, $1, $5 and $5		(26	)		(3	)		(60	)		50
Amortization of unrealized pension actuarial gains/losses and other, net of tax of $1 in 2014 and $1 in 2013		1			1
Amortization of unrealized pension actuarial gains/losses and other, net of tax of $1, $1, $2 and $2		—			1			3			3
		(28	)		(77	)
		(26	)		(2	)		(57	)		53
COMPREHENSIVE INCOME	$	167		$	69
COMPREHENSIVE INCOME	$	38		$	72		$	351		$	396

The accompanying notes are an integral part of these condensed consolidated financial statements.

-6-

FEDERAL EXPRESS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN MILLIONS)

	Nine Months Ended
	Three Months EndedAugust 31,
	February 28,
	2014			2013
Operating Activities:
Net income	$	~~408~~195		$	~~343~~146
Noncash charges:
Depreciation and amortization		~~1,107~~371			~~985~~366
Other, net		~~200~~26			~~256~~52
Changes in assets and liabilities, net		(~~276~~161	)		~~889~~(224	)
Cash provided by operating activities		~~1,439~~431			~~2,473~~340
Investing Activities:
Capital expenditures		(~~1,461~~466	)		(~~1,519~~304	)
Business acquisitions, net of cash acquired		—			(483	)
Other		2			7
Other		14			19
Cash used in investing activities		(464	)		(297	)
Cash used in investing activities		(1,447	)		(1,983	)
Effect of exchange rate changes on cash		(15	)		(7	)
Financing Activities:
Net increase in cash and cash equivalents		(48	)		36
Principal payments on debt		(3	)		(417	)
Cash and cash equivalents at beginning of period		858			769
Cash used in financing activities		(3	)		(417	)
Cash and cash equivalents at end of period	$	810		$	805
Effect of exchange rate changes on cash		(9	)		(1	)
Net (decrease) increase in cash and cash equivalents		(20	)		72
Cash and cash equivalents at beginning of period		769			712
Cash and cash equivalents at end of period	$	749		$	784

The accompanying notes are an integral part of these condensed consolidated financial statements.

-7-

FEDERAL EXPRESS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) General

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. These interim financial statements of Federal Express Corporation (“FedEx Express”) have been prepared in accordance with accounting principles generally accepted in the United States and Securities and Exchange Commission instructions for interim financial information, and should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, ~~2013~~2014 (“Annual Report”). Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in our Annual Report.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) necessary to present fairly our financial position as of ~~February~~August 2831, 2014, and the results of our operations ~~for the three-~~ and ~~nine-month periods ended February 28, 2014 and 2013 and~~ cash flows for the ~~nine~~ three-month periods ended ~~February~~August 2831, 2014 and 2013. Operating results for the three- ~~and nine-~~month ~~periods~~period ended ~~February~~August 2831, 2014 are not necessarily indicative of the results that may be expected for the year ending May 31, ~~2014~~2015.

We are a wholly owned subsidiary of FedEx Corporation (“FedEx”) engaged in a single line of business and operate in one business segment – the worldwide express transportation and distribution of goods and documents.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, ~~2014~~2015 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.

BUSINESS ACQUISITIONS. As discussed in our Annual Report, on June 20, 2013, we signed agreements to acquire the businesses operated by our current service provider Supaswift (Pty) Ltd. in five countries in Southern Africa. In addition, on September 2, 2013, we entered into an agreement to acquire Supaswift’s business in two additional countries. This acquisition will be funded with cash from operations and is expected to be completed in the fourth quarter of 2014, subject to customary closing conditions. The financial results of the acquired businesses will be included in our results from the date of acquisition and will be immaterial to our 2014 results.

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. Our pilots, which represent a small number of our total employees, are employed under a collective bargaining agreement. The contract became amendable in March 2013, and the parties are currently in negotiations. In addition to our pilots, certain non-U.S. employees are unionized.

STOCK-BASED COMPENSATION. FedEx has two types of equity-based compensation: stock options and restricted stock. The key terms of the stock option and restricted stock awards granted under FedEx’s incentive stock plans are set forth in FedEx’s Annual Report.

Our stock-based compensation expense was $716 million for the three~~-month~~ ~~period~~months ended ~~February~~August 2831, 2014 and $3115 million for the ~~nine-month period ended February 28, 2014. Our stock-based compensation expense was $7 million for the~~ three~~-month~~ ~~period~~months ended ~~February~~August 2831, 2013 ~~and $29 million for the nine-month period ended February 28, 2013~~. This amount represents the amount charged to us by FedEx for awards granted to our employees.

LONG-TERM DEBT. Long-term debt, exclusive of capital leases, had a carrying ~~values~~value of $239 million at ~~February~~August 2831, 2014 and May 31, ~~2013~~2014 compared with an estimated fair ~~values~~value of $~~320~~339 million at ~~February~~August 2831, 2014 and $~~344~~326 million at May 31, ~~2013~~2014. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the liability, either directly or indirectly.

RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.

We believe that no other new accounting guidance was adopted or issued during the first three months of 2015 that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on our financial reporting, as described in our Annual Report.

-8-

~~RECENT~~(2) ~~ACCOUNTING~~Accumulated ~~GUIDANCE.~~Other ~~New~~Comprehensive ~~accounting~~Income ~~rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.~~

OnThe ~~June 1,~~following ~~2013,~~table weprovides adopted the authoritative guidance issued by the Financial Accounting Standards Board requiring additional information about reclassification adjustments out of accumulated other comprehensive income, including changes in accumulated other comprehensive income ~~balances~~(“AOCI”), bynet ~~component and significant items reclassified out~~ of ~~accumulated~~tax, ~~other~~reported ~~comprehensive~~in ~~income.~~our condensed Weconsolidated ~~have~~financial ~~adopted~~statements ~~this~~for ~~guidance~~the bythree-month ~~including~~periods ~~expanded~~ended ~~accumulated~~August 31 ~~other~~(in ~~comprehensive~~millions; ~~income~~amounts ~~disclosure requirements~~ in ~~Note~~parentheses 2indicate ofdebits ~~our~~to ~~condensed~~AOCI): ~~consolidated financial statements.~~

While no other new accounting guidance was adopted or issued during the nine months of 2014 that is relevant to the readers of our financial statements, there are numerous proposals under development (as discussed in our Annual Report) which, if and when enacted, may have a significant impact on our financial reporting.


	2014			2013
Foreign currency translation gain (loss):
Balance at beginning of period	$	67		$	90
Translation adjustments		(29	)		(78	)

Balance at end of period		38			12

Retirement plans adjustments:
Balance at beginning of period		(132	)		(126	)
Reclassifications from AOCI		1			1

Balance at end of period		(131	)		(125	)

Accumulated other comprehensive income at end of period	$	(93	)	$	(113	)

(2) Accumulated Other Comprehensive Income (Loss)

The following table provides changes in accumulated other comprehensive income (“AOCI”), net of tax, reported in our condensed consolidated financial statements for the periods ended February 28 (in millions; amounts in parentheses indicate debits to AOCI):

	Three Months Ended						Nine Months Ended
	2014			2013			2014			2013
Foreign currency translation gain (loss):
Balance at beginning of period	$	56		$	107		$	90		$	54
Translation adjustments		(26	)		(3	)		(60	)		50
Balance at end of period		30			104			30			104
Retirement plans adjustments:
Balance at beginning of period		(123	)		(122	)		(126	)		(124	)
Reclassifications from AOCI		—			1			3			3
Balance at end of period		(123	)		(121	)		(123	)		(121	)
Accumulated other comprehensive loss at end of period	$	(93	)	$	(17	)	$	(93	)	$	(17	)

Due to its immateriality, the table presenting details of reclassifications from AOCI has been excluded from this quarterly report.

(3) Retirement Plans

We sponsor or participate in programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirement healthcare plans. A majority of our employees are covered by the FedEx Corporation Employees’ Pension Plan (“FedEx Plan”), a defined benefit pension plan sponsored by FedEx. Defined contribution plans are in place covering a majority of U.S. employees and certain international employees ~~are in place~~. We also sponsor or participate in nonqualified benefit plans covering certain of our U.S. employee groups and other pension plans covering certain of our international employees. For more information, refer to the financial statements of FedEx included in its Form 10-Q for the quarter ended ~~February~~August 2831, 2014 and in our Annual Report.

Our retirement plans costs for the three-month periods ended August 31 were as follows (in millions):


	2014		2013
Pension plans sponsored by FedEx	$	24	$	67
Other U.S. domestic and international pension plans		14		13
U.S. domestic and international defined contribution plans		61		58
U.S. domestic and international postretirement healthcare plans		16		15

	$	115	$	153

The components of the net periodic benefit cost of the pension and postretirement healthcare plans currently sponsored by us were individually immaterial for all periods presented. No material contributions were made during the first quarter of 2015 or 2014 to pension plans sponsored by us, and we do not expect to make material contributions in 2015.

-9-

Our retirement plans’ costs for the periods ended February 28, 2014 were as follows (in millions):

	Three Months Ended				Nine Months Ended
	2014		2013		2014		2013
Pension plans sponsored by FedEx	$	68	$	108	$	202	$	324
Other U.S. domestic and international pension plans		13		11		40		34
U.S. domestic and international defined contribution plans		60		58		175		172
U.S. domestic and international postretirement healthcare plans		15		15		46		46
	$	156	$	192	$	463	$	576

The components of the net periodic benefit cost of the pension and postretirement healthcare plans currently sponsored by us were individually immaterial for all periods presented. No material contributions were made during the nine months of 2014 or 2013 to pension plans sponsored by us, and we do not expect to make material contributions in 2014.

(4) Commitments

As of ~~February~~August 2831, 2014, our purchase commitments under various contracts for the remainder of ~~2014~~2015 and annually thereafter were as as follows (in millions):

	Aircraft and Aircraft-Related		Other(1)		Total
	Aircraft andAircraft Related		Other(1)		Total
2014 (remainder)	$	217	$	32	$	249
2015 (remainder)	$	995	$	55	$	1,050
2015		1,155		42		1,197
2016		1,244		35		1,279
2016		1,215		34		1,249
2017		959		24		983
2017		955		25		980
2018		1,341		20		1,361
2018		1,396		21		1,417
2019		860		8		868
Thereafter		54,~~388~~461		8981		54,~~477~~542
Total	$	109,~~326~~860	$	~~243~~223	$	10,~~569~~083

⁽¹⁾	Primarily advertising and promotions contracts.

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of ~~February~~August 2831, 2014, our obligation to purchase four Boeing 767-300 Freighter (“B767F”) aircraft and nine Boeing 777 Freighter (“B777F”) aircraft is conditioned ~~upon~~ upon there being no event that causes us or our employees not to be covered by the Railway Labor Act of 1926, as amended. Commitments to purchase aircraft in passenger configuration do not include the attendant costs to modify these aircraft for ~~cargo~~ cargo transport unless we have entered into noncancelable commitments to modify such aircraft. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above.

~~During~~We ~~the~~had ~~third~~$519 ~~quarter~~million in deposits and progress payments as of ~~2014~~August 31, we2014 ~~entered~~on ~~into~~aircraft anpurchases ~~agreement~~and ~~with~~other ~~The~~planned aircraft-related ~~Boeing~~transactions. ~~Company~~These ~~for~~deposits are classified in the ~~purchase~~“Other assets” caption of ~~two~~our ~~B767F aircraft~~consolidated balance sheets. In addition to our commitment to purchase B777Fs and B767Fs, our aircraft purchase commitments include the Boeing ~~delivery~~757 of(“B757”) aircraft in passenger configuration, which will ~~occur~~require inadditional ~~2016~~costs to modify for cargo transport. Aircraft and ~~2017~~aircraft-related contracts are subject to price escalations. WeThe ~~also~~following ~~deferred~~table 11is ~~existing~~a ~~options~~summary of the key aircraft we are committed to purchase ~~B777F~~as ~~aircraft~~of byAugust 31, ~~two~~2014 ~~years.~~with the year of expected delivery:


	B757		B767F		B777F		Total

2015 (remainder)		7		12		—		19
2016		—		11		2		13
2017		—		11		—		11
2018		—		10		2		12
2019		—		4		2		6
Thereafter		—		—		12		12

Total		7		48		18		73

-10-

WeA ~~had~~summary ~~$272~~of ~~million~~future inminimum ~~deposits~~lease ~~and progress~~ payments asunder ofnoncancelable ~~February 28,~~operating ~~2014~~leases onwith ~~aircraft~~an ~~purchases~~initial ~~and other~~or planned aircraft-related transactions. These deposits are classified in the “Other assets” caption of our condensed consolidated balance sheets. In addition to our commitment to purchase B777Fs and B767Fs, our aircraft purchaseremaining ~~commitments~~term ~~include the Boeing 757 (“B757”)~~ in ~~passenger~~excess ~~configuration, which will require additional costs to modify for cargo transport. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary~~ of ~~the~~one ~~key~~year ~~aircraft~~at ~~we are committed to purchase as of February~~August 2831, 2014, ~~with~~is ~~the~~as ~~year~~follows of(in ~~expected delivery~~millions):

	B757		B767F		B777F		Total
	Operating Leases
2014 (remainder)		6		—		—		6
	Aircraft and Related Equipment		Facilities and Other		Total Operating Leases
2015		11		12		—		23
2015 (remainder)	$	408	$	572	$	980
2016		—453		11678		21,131		13
2017		—392		11847		—1,239		11
2018		—326		10529		2855		12
Thereafter		—		4		14		18
2019		273		455		728
Total		17		48		18		83
Thereafter		550		3,786		4,336
Total	$	2,402	$	6,867	$	9,269

AFuture ~~summary of future~~ minimum lease payments under ~~noncancelable~~capital ~~operating~~ leases ~~with~~were animmaterial ~~initial~~at orAugust 31, ~~remaining~~2014. ~~term~~While incertain of our lease ~~excess~~agreements contain covenants governing the use of ~~one~~the ~~year~~leased atassets ~~February 28~~or require us to maintain certain levels of insurance, ~~2014~~none isof asour ~~follows~~lease ~~(in~~agreements ~~millions):~~include material financial covenants or limitations.

	Operating Leases
	Aircraft				Total
	and Related		Facilities		Operating
	Equipment		and Other		Leases
2014 (remainder)	$	100	$	193	$	293
2015		448		773		1,221
2016		453		633		1,086
2017		391		809		1,200
2018		326		495		821
Thereafter		824		4,144		4,968
Total	$	2,542	$	7,047	$	9,589

Future minimum lease payments under capital leases were immaterial at February 28, 2014. While certain of our lease agreements contain covenants governing the use of the leased assets or require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.

(5) Contingencies

InEnvironmental ~~August 2010, a third-party consultant who works with shipping customers to negotiate lower rates filed a lawsuit in federal district court in California against FedEx and United Parcel Service, Inc~~Matters. ~~(“UPS”)~~SEC ~~alleging~~regulations ~~violations~~require ofdisclosure U.S. antitrust law. This matter was dismissed in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx received in June 2011. In November 2011, the court granted our motion to dismiss this complaint, but again allowed the plaintiff to file an amended complaint. The plaintiff filed a new complaint in December 2011, and the matter remains pending before the court. In February 2011, shortly after the initial lawsuit was filed, we received a demand for the production of ~~information~~certain ~~and~~environmental ~~documents~~matters inwhen ~~connection with~~ a ~~civil~~governmental ~~investigation~~authority byis ~~the U.S. Department of Justice~~a ~~(“DOJ”) into the policies and practices of FedEx and UPS for dealing with third-~~party ~~consultants who work with shipping customers~~ to ~~negotiate lower rates. In November 2012,~~ the ~~DOJ~~proceedings ~~served a civil investigative demand on the third-party consultant seeking all pleadings, depositions~~ and ~~documents produced in~~ the ~~lawsuit.~~proceedings Weinvolve ~~are~~potential ~~cooperating~~monetary ~~with~~sanctions ~~the investigation, do not believe~~ that wemanagement ~~have~~reasonably ~~engaged~~believes incould ~~any~~exceed ~~anti-competitive~~$100,000. ~~activities and will vigorously defend ourselves in~~

On January 14, 2014, the U.S. Department of Justice (“DOJ”) issued a Grand Jury Subpoena to FedEx Express relating to an asbestos matter previously investigated by the U.S. Environmental Protection Agency. On May 1, 2014, the DOJ informed us that it had determined to continue to pursue the matter as a criminal case, citing seven asbestos-related regulatory violations associated with removal of roof materials from a hangar in Puerto Rico during cleaning and repair activity, as well as violation of waste disposal requirements. Loss is reasonably possible; however, the amount of any loss is expected to be immaterial.

Department of Justice Indictment – Internet Pharmacy Shipments. In the past, we received requests for information from the DOJ in the Northern District of California in connection with a criminal investigation relating to the transportation of packages for online pharmacies that may have shipped pharmaceuticals in violation of federal law. In July 2014, the DOJ filed a criminal indictment in the United States District Court for the Northern District of California in connection with the matter. A superseding indictment was filed in August 2014. The indictment alleges that FedEx Corporation, FedEx Express and FedEx Services, together with certain pharmacies, conspired to unlawfully distribute controlled substances, unlawfully distributed controlled substances and conspired to unlawfully distribute misbranded drugs. The superseding indictment adds conspiracy to launder money counts related to services provided to and payments from online pharmacies. We continue to believe that our employees have acted in good faith at all times and that we have not engaged in any illegal activities. Accordingly, we will vigorously defend ourselves in this matter. If we are convicted, remedies could include fines, penalties, forfeiture and compliance conditions. Given the early stage of this proceeding, we cannot estimate the amount or range of loss, if any; however, it is reasonably possible that it could be material if we are convicted.

Other Matters. In August 2010, a third-party consultant who works with shipping customers to negotiate lower rates filed a lawsuit in federal district court in California against FedEx and United Parcel Service, Inc. (“UPS”) alleging violations of U.S. antitrust law. This matter was dismissed in May 2011, but the court granted the plaintiff permission to file an amended complaint, which FedEx received in June 2011. In November 2011, the court granted our motion to dismiss this complaint, but again allowed the plaintiff to

-11-

file an amended complaint. The plaintiff filed a new complaint in December 2011, and the matter remains pending before the court. In February 2011, shortly after the initial lawsuit was filed, we received a demand for the production of information and documents in connection with a civil investigation by the DOJ into the policies and practices of FedEx and UPS for dealing with third-party consultants who work with shipping customers to negotiate lower rates. In November 2012, the DOJ served a civil investigative demand on the third-party consultant seeking all pleadings, depositions and documents produced in the lawsuit. We are cooperating with the investigation, do not believe that we have engaged in any anti-competitive activities and will vigorously defend ourselves in any action that may result from the investigation. While the litigation proceedings and the DOJ investigation move forward, and the amount of loss, if any, is dependent on a number of factors that are not yet fully developed or resolved, wethe doamount ~~not~~of ~~believe~~any ~~that a material~~ loss is ~~reasonably~~expected ~~possible~~to be immaterial.

WeOn ~~have~~June 30, ~~received~~2014, ~~requests~~we ~~for information~~received ~~from~~a ~~the~~Statement ~~DOJ in the Northern District~~ of ~~California~~Objections infrom ~~connection~~the ~~with~~French aCompetition ~~criminal~~Authority ~~investigation~~(“FCA”) ~~relating~~addressed to ~~the~~FedEx ~~transportation~~Express ofFrance, formerly ~~packages~~known ~~for~~as ~~online~~TATEX, ~~pharmacies~~regarding ~~that~~an ~~may~~investigation ~~have~~by ~~shipped~~the ~~pharmaceuticals~~FCA ininto ~~violation~~anticompetitive ofbehavior ~~federal~~that ~~law.~~is ~~We responded~~alleged to ~~grand~~have ~~jury~~occurred ~~subpoenas~~primarily ~~issued~~ in ~~June~~the ~~2008~~framework ~~and~~of ~~August~~trade ~~2009~~association ~~and~~meetings tothat ~~additional~~included ~~requests~~the ~~for~~former ~~information~~general ~~pursuant~~managers toof ~~those~~TATEX ~~subpoenas,~~prior ~~and we continue~~ to ~~respond and cooperate with the investigation. We believe that~~ our ~~employees have acted~~ inacquisition ~~good~~of ~~faith at all times. We do not believe~~ that wecompany ~~have engaged~~ in ~~any~~July ~~illegal~~2012. ~~activities~~Given ~~and will vigorously defend ourselves in any action that may result from~~ the ~~investigation.~~early ~~The~~stage ~~DOJ~~of ~~may~~this ~~pursue a criminal indictment and~~matter, if we ~~are convicted, remedies could include fines, penalties, financial forfeiture and compliance conditions. We~~ cannot ~~estimate~~yet determine the amount or range of potential loss,; ~~if any~~however, asit ~~such~~is ~~analysis~~reasonably ~~would~~possible ~~depend on facts and law~~ that ~~are~~it ~~not~~could ~~yet~~be ~~fully developed or resolved~~material.

FedEx Express and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of their business. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not have a material adverse effect on our financial position, results of operations or cash flows.

(6) Parent/Affiliate Transactions

Affiliate company balances that are currently receivable or payable relate to charges for services provided to or by other FedEx affiliates, which are settled on a monthly basis, or the net activity from participation in FedEx’s consolidated cash management program. In addition, we are allocated net interest on these amounts at market rates.

We maintain an accounts receivable arrangement with FedEx TechConnect, Inc. (“FedEx TechConnect”), a wholly owned subsidiary of FedEx Corporate Services, Inc. (“FedEx Services”). FedEx Services is a wholly owned subsidiary of FedEx. Under this arrangement, we recognize revenue for the transportation services provided to our U.S. customers and factor the related receivables to FedEx TechConnect for collection. We have no continuing involvement with the receivables transferred to FedEx TechConnect. Our net receivables recorded by FedEx TechConnect totaled $1.7 billion at ~~February~~August 2831, 2014 and ~~$1.6 billion at~~ May 31, ~~2013~~2014.

The costs of FedEx Services, FedEx TechConnect and FedEx Office and Print Services, Inc., as well as charges for management fees from our parent, are allocated to us and are included in the expense line item “Intercompany charges, net” based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing the functions. FedEx allocation methodologies are refined as necessary to reflect changes in our business.

(7) Supplemental Cash Flow Information

Cash paid for interest expense and income taxes for the nine-month periods ended February 28 was as follows (in millions):

	2014			2013
Cash payments for:
Income taxes	$	177		$	189
Income tax refunds received		(122	)		(167	)
Cash tax payments, net	$	55		$	22

-12-

(7) Supplemental Cash Flow Information

Cash paid for interest expense and income taxes for the three-month periods ended August 31 was as follows (in millions):


	2014			2013
Cash payments for:
Interest (net of capitalized interest)	$	4		$	1

Income taxes	$	131		$	58
Income tax refunds received		(1	)		(36	)

Cash tax payments, net	$	130		$	22

-13-

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder

Federal Express Corporation

We have reviewed the condensed consolidated balance sheet of Federal Express Corporation as of ~~February~~August 2831, 2014, and the related condensed consolidated statements of income, ~~and~~ comprehensive income ~~for~~ ~~the three-month~~ and ~~nine-month periods ended February 28, 2014 and 2013 and the condensed consolidated statements of~~ cash flows for the ~~nine~~three-month periods ended ~~February~~August 2831, 2014 and 2013. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Federal Express Corporation as of May 31, ~~2013~~2014, and the related consolidated statements of income, comprehensive income, changes in owner’s equity, and cash flows for the year then ended not presented herein, and in our report dated July 1514, ~~2013~~2014, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 31, ~~2013~~2014, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Memphis, Tennessee

~~March~~September 2018, 2014

-1314-

Item 2.

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

GENERAL

The following Management’s Discussion and Analysis of Results of Operations and Financial Condition ~~(“MD&A”)~~, which describes the principal factors affecting the results of operations and financial condition of Federal Express Corporation (“FedEx Express”), is abbreviated pursuant to General Instruction H(2)(a) of Form 10-Q. This discussion should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended May 31, ~~2013~~2014 (“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results. For additional information, including a discussion of outlook, liquidity, capital resources, contractual cash obligations and critical accounting estimates, see the Quarterly Report on Form 10-Q of our parent, FedEx Corporation (“FedEx”), for the quarter ended ~~February~~ August 2831, 2014.

We are the world’s largest express transportation company. Our sister company FedEx Corporate Services, Inc. (“FedEx Services”) provides us and our other sister companies, including FedEx Ground Package System, Inc. (“FedEx Ground”), with sales, marketing, information technology, communications and certain back-office support, as well as retail access for our customers through FedEx Office and Print Services, Inc. (“FedEx Office”) and customer service, technical support and billing and collection services through FedEx TechConnect, Inc.

The operating expenses line item “Intercompany charges” on the financial summary represents an allocation that primarily includes salaries and benefits, depreciation and other costs for the sales, marketing, information technology and customer service support provided to us by FedEx Services and FedEx Office’s net operating costs. These costs are allocated based on metrics such as relative revenues or estimated services provided. For the international regions of FedEx Express, similar functions are performed on a regional basis by FedEx Express and reported in expense line items outside of intercompany charges. “Intercompany charges” also includes allocated charges from our parent for management fees related to services received for general corporate oversight, including executive officers and certain legal and finance functions. We believe the total amounts allocated approximate the net cost of providing these functions. FedEx allocation methodologies are refined as necessary to reflect changes in our business.

The key indicators necessary to understand our operating results include:

•

the overall customer demand for our various services based on macro-economic factors and the global economy;

•

the volume of shipments transported through our network, as measured by our average daily volume and shipment weight;

•

the mix of services purchased by our customers;

•

the prices we obtain for our services, as measured by yield (revenue per package or pound);

•

our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and

• the timing and amount of fluctuations in fuel prices and our ability to ~~recover~~offset ~~incremental~~these ~~fuel~~fluctuations ~~costs~~ through our fuel surcharges.

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 volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends impacting expenses other than changes in revenues and volume. The line item “Other operating expenses” predominantly includes costs associated with outside service contracts (such as security, facility services and cargo handling), professional fees, uniforms, utilities and insurance.

-14-

The line item “Other operating expenses” predominantly includes costs associated with outside service contracts (such as security, facility services, and cargo handling), professional fees, uniforms, insurance and advertising.

Our aircraft maintenance and repairs costs are largely driven by aircraft utilization and required periodic maintenance events. When newer aircraft are introduced into our operating fleet, less maintenance costs are incurred. As a part of our fleet modernization program, we have retired older, less efficient aircraft prior to required periodic maintenance events and have introduced newly manufactured aircraft into the fleet. In addition, our global air and ground network includes a fleet of over 640 aircraft (including approximately 300 supplemental aircraft) that provide delivery of packages and freight to more than 220 countries and territories through a wide range of U.S. and international shipping services. While certain aircraft are utilized in primary geographic areas (U.S. versus international), we operate an integrated global network, and utilize our aircraft and other modes of transportation to achieve the lowest cost of delivery while maintaining our service commitments to our customers. Because of the integrated nature of our global network, our aircraft are interchangeable across routes and geographies, giving us flexibility with our fleet planning to meet changing global economic conditions and maintain and modify aircraft as needed.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2014 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.

-15-

~~RESULTS~~Except OFas ~~OPERATIONS~~otherwise specified, references to years indicate our fiscal year ending May 31, 2015 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year.

We offer a wide range of U.S. domestic and international shipping services for delivery of packages and freight including priority services, which provide time-definite delivery within one, two or three business days worldwide, and deferred or economy services, which provide time-definite delivery within five business days worldwide. The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income, net income and operating margin (dollars in millions) for the periods ended February 28:

	Three Months Ended						Percent			Nine Months Ended						Percent
	2014			2013			Change			2014			2013			Change
Revenues:
Package:
U.S. overnight box	$	1,643		$	1,609			2		$	4,852		$	4,822			1
U.S. overnight envelope		393			413			(5	)		1,210			1,252			(3	)
U.S. deferred		869			812			7			2,369			2,246			5
Total U.S. domestic package revenue		2,905			2,834			3			8,431			8,320			1
International priority		1,542			1,567			(2	)		4,760			4,906			(3	)
International economy		540			491			10			1,639			1,492			10
Total international export package revenue		2,082			2,058			1			6,399			6,398			—
International domestic(1)		347			342			1			1,077			1,035			4
Total package revenue		5,334			5,234			2			15,907			15,753			1
Freight:
U.S.		577			668			(14	)		1,786			1,923			(7	)
International priority		379			384			(1	)		1,184			1,269			(7	)
International airfreight		48			64			(25	)		157			215			(27	)
Total freight revenue		1,004			1,116			(10	)		3,127			3,407			(8	)
Other		88			112			(21	)		284			305			(7	)
Total revenues		6,426			6,462			(1	)		19,318			19,465			(1	)
Operating expenses:
Salaries and employee benefits		2,438			2,459			(1	)		7,185			7,265			(1	)
Purchased transportation		440			413			7			1,316			1,221			8
Rentals and landing fees		425			423			—			1,252			1,244			1
Depreciation and amortization		371			332			12			1,107			985			12
Fuel		1,010			1,066			(5	)		2,952			3,126			(6	)
Maintenance and repairs		271			261			4			884			979			(10	)
Business realignment costs(2)		—			13			NM			—			14			NM
Intercompany charges(3)		500			539			(7	)		1,494			1,596			(6	)
Other(4)		845			831			2			2,450			2,482			(1	)
Total operating expenses		6,300			6,337			(1	)		18,640			18,912			(1	)
Operating income	$	126		$	125			1		$	678		$	553			23
Operating margin		2.0	%		1.9	%		10	bp		3.5	%		2.8	%		70	bp
Other income (expense):
Interest, net		5			16			(69	)		17			36			(53	)
Other, net		(33	)		(30	)		10			(76	)		(68	)		12
		(28	)		(14	)		100			(59	)		(32	)		84
Income before income taxes		98			111			(12	)		619			521			19
Provision for income taxes		34			37			(8	)		211			178			19
Net income	$	64		$	74			(14	)	$	408		$	343			19

-16-

	Percent of Revenue
	ThreeMonthsEnded						NineMonthsEnded
	2014			2013			2014			2013
Operating expenses:
Salaries and employee benefits		37.9	%		38.1	%		37.2	%		37.3	%
Purchased transportation		6.8			6.4			6.8			6.3
Rentals and landing fees		6.6			6.6			6.5			6.4
Depreciation and amortization		5.8			5.1			5.7			5.1
Fuel		15.7			16.5			15.3			16.1
Maintenance and repairs		4.2			4.0			4.6			5.0
Business realignment costs(2)		—			0.2			—			0.1
Intercompany charges(3)		7.8			8.3			7.7			8.2
Other(4)		13.2			12.9			12.7			12.7
Total operating expenses		98.0			98.1			96.5			97.2
Operating margin		2.0	%		1.9	%		3.5	%		2.8	%

RESULTS OF OPERATIONS

~~(1)~~FedEx ~~International~~Express ~~domestic~~offers ~~revenues~~a ~~represent~~wide ~~our~~range of U.S. domestic and international ~~intra~~shipping services for delivery of packages and freight including priority services, which provide time-~~country~~definite ~~express~~delivery ~~operations~~within one, two ~~including~~or ~~acquisitions~~three inbusiness ~~Poland~~days ~~(June~~worldwide, ~~2012)~~and deferred or economy services, ~~France~~which ~~(July~~provide ~~2012)~~time-definite delivery within five business days worldwide. The following table compares revenues, operating expenses, operating expenses as a percent of revenue, operating income and ~~Brazil~~operating margin (~~July~~dollars ~~2012~~in millions). for the three-month periods ended August 31:

(2) Includes predominantly severance costs associated with our voluntary employee buyout program.


	2014			2013			Percent Change
Revenues:
Package:
U.S. overnight box	$	1,682		$	1,584			6
U.S. overnight envelope		415			419			(1	)
U.S. deferred		795			729			9

Total U.S. domestic package revenue		2,892			2,732			6

International priority		1,630			1,576			3
International economy		571			532			7

Total international export package revenue		2,201			2,108			4

International domestic⁽¹⁾		371			345			8

Total package revenue		5,464			5,185			5
Freight:
U.S.		579			624			(7	)
International priority		395			388			2
International airfreight		46			54			(15	)

Total freight revenue		1,020			1,066			(4	)	Percent of Revenue

Other		100			95			5		2014		2013

Total revenues		6,584			6,346			4		100.0	%	100.0	%
Operating expenses:
Salaries and employee benefits		2,401			2,360			2		36.5		37.2
Purchased transportation		457			430			6		7.0		6.8
Rentals and landing fees		419			414			1		6.4		6.5
Depreciation and amortization		371			366			1		5.6		5.8
Fuel		970			956			1		14.7		15.1
Maintenance and repairs		377			306			23		5.7		4.8
Intercompany charges		476			489			(3	)	7.2		7.7
Other		786			795			(1	)	11.9		12.5

Total operating expenses		6,257			6,116			2		95.0	%	96.4	%

Operating income	$	327		$	230			42


Operating margin		5.0	%		3.6	%		140	bp

Other income (expense):
Interest, net		3			7			NM
Other, net		(32	)		(21	)		NM

		(29	)		(14	)		NM


Income before income taxes		298			216			38

Provision for income taxes		103			70			47


Net income	$	195		$	146			34

(31) ~~Includes~~International ~~allocations~~domestic ofrevenues ~~$21~~represent ~~million~~our ininternational ~~the~~intra-country ~~third~~express ~~quarter and $31 million in the nine months of 2013 for business realignment costs~~operations.

(4) Includes predominantly costs associated with outside service contracts (such as security, facility services and cargo handling), professional fees, uniforms, insurance and advertising.

-17-

The following table compares selected statistics (in thousands, except yield amounts) for the three-month periods ended ~~February~~ August 2831:

	Three Months Ended				Percent			Nine Months Ended				Percent
	2014		2013		PercentChange
	2014		2013		Change			2014		2013		Change
Package Statistics
Package Statistics
Average daily package volume (ADV):
Average daily package volume (ADV):
U.S. overnight box		1,211		1,112		9
U.S. overnight box		1,202		1,176		2			1,153		1,135		2
U.S. overnight envelope		527		563		(6	)
U.S. overnight envelope		515		569		(9	)		538		570		(6	)
U.S. deferred		846		790		7
U.S. deferred		984		944		4			871		843		3
Total U.S. domestic ADV		2,584		2,465		5
Total U.S. domestic ADV		2,701		2,689		—			2,562		2,548		1
International priority		409		406		1
International priority		399		420		(5	)		409		424		(4	)
International economy		170		165		3
International economy		168		155		8			168		152		11
Total international export ADV		579		571		1
Total international export ADV		567		575		(1	)		577		576		—
International domestic(1)		816		789		3
International domestic(1)		780		781		—			822		781		5
Total ADV		3,979		3,825		4
Total ADV		4,048		4,045		—			3,961		3,905		1
Revenue per package (yield):
Revenue per package (yield):
U.S. overnight box	$	21.69	$	22.27		(3	)
U.S. overnight box	$	21.70	$	22.08		(2	)	$	22.15	$	22.35		(1	)
U.S. overnight envelope		12.32		11.61		6
U.S. overnight envelope		12.09		11.69		3			11.84		11.57		2
U.S. deferred		14.68		14.42		2
U.S. deferred		14.01		13.87		1			14.31		14.02		2
U.S. domestic composite		17.49		17.32		1
U.S. domestic composite		17.07		17.00		—			17.32		17.18		1
International priority		62.19		60.65		3
International priority		61.38		60.25		2			61.30		60.93		1
International economy		52.60		50.41		4
International economy		51.01		51.03		—			51.24		51.72		(1	)
International export composite		59.38		57.70		3
International export composite		58.30		57.76		1			58.37		58.50		—
International domestic(1)		7.10		6.84		4
International domestic(1)		7.05		7.06		—			6.90		6.98		(1	)
Composite package yield		21.46		21.18		1
Composite package yield		20.91		20.87		—			21.14		21.23		—
Freight Statistics
Freight Statistics
Average daily freight pounds:
Average daily freight pounds:
U.S.		7,318		7,423		(1	)
U.S.		8,263		8,324		(1	)		7,850		7,697		2
International priority		2,792		2,862		(2	)
International priority		2,823		2,894		(2	)		2,917		3,098		(6	)
International airfreight		670		850		(21	)
International airfreight		757		1,035		(27	)		839		1,102		(24	)
Total average daily freight pounds		10,780		11,135		(3	)
Total average daily freight pounds		11,843		12,253		(3	)		11,606		11,897		(2	)
Revenue per pound (yield):
Revenue per pound (yield):
U.S.	$	1.24	$	1.31		(5	)
U.S.	$	1.11	$	1.30		(15	)	$	1.20	$	1.31		(8	)
International priority		2.21		2.12		4
International priority		2.13		2.14		—			2.14		2.15		—
International airfreight		1.07		0.99		8
International airfreight		1.00		0.99		1			0.98		1.03		(5	)
Composite freight yield		1.48		1.50		(1	)
Composite freight yield		1.35		1.47		(8	)		1.42		1.51		(6	)

(1) International domestic statistics represent our international intra-country express operations~~, including acquisitions in Poland (June 2012), France (July 2012) and Brazil (July 2012)~~.

Revenues

Our revenues ~~decreased~~increased 4% ~~slightly~~ in the ~~third~~first quarter of ~~2014~~2015 due to ~~the negative impact of lower freight~~ revenue, ~~lower~~growth ~~fuel~~in ~~surcharges~~our U.S. and ~~unusually~~international ~~severe~~export ~~winter~~package ~~weather~~business, partially offset by ~~stronger~~lower ~~base~~freight revenue. U.S. ~~and~~ ~~international~~domestic ~~export~~volumes ~~package~~increased ~~business~~5% ~~and~~in ~~one~~the ~~additional~~first ~~operating~~quarter ~~day~~of 2015 driven by both our overnight and deferred service offerings. ~~Revenue~~International economy yields increased 4% in the ~~nine~~first ~~months~~quarter of ~~2014~~2015 ~~decreased~~primarily ~~slightly~~ due to ~~the~~higher ~~negative~~rates, the impact of ~~lower~~changes in service mix and higher fuel surcharges,. ~~lower~~International ~~freight~~priority ~~revenue~~yields ~~and~~increased ~~unusually~~3% ~~severe~~in ~~winter~~the first ~~weather~~quarter of 2015 due to higher fuel surcharges and weight per package, ~~offset by~~while ~~stronger~~international ~~base~~priority volumes increased 1%. U.S. ~~and~~domestic ~~international~~package ~~export~~yields ~~package~~increased ~~business~~1% primarily due to higher fuel surcharges, changes in service mix and higher rates. ~~The~~Freight ~~demand~~yields ~~shift~~decreased ~~from~~1% ~~our~~in ~~priority~~the ~~international~~first ~~services~~quarter of 2015 due to ~~our~~lower ~~economy~~fuel ~~international~~surcharges ~~services~~and ~~continued~~lower torates. ~~negatively~~Freight ~~impact~~pounds ~~our~~decreased ~~results~~3% primarily due to capacity reductions.

Freight yields decreased 8% in the third quarter and 6% in the nine months of 2014 due to lower fuel surcharges and lower rates. Freight average daily pounds decreased by 3% in the third quarter and 2% in the nine months of 2014 due to weakness in global economic conditions and capacity reductions. U.S. domestic yields remained flat for the third quarter and increased 1% for the nine months of 2014 primarily due to higher rates and weight per package, partially offset by lower fuel surcharges. International export package revenues increased 1% in the third quarter and remained flat in the nine months of 2014 as base business growth was offset by lower fuel surcharges, unfavorable exchange rate impact, and the demand shift to our lower-yielding economy services.

-18-

International priority yields increased 2% in the third quarter of 2014, while international priority volumes declined 5%. Within this category, volumes for lower-yielding distribution services declined, while international priority volumes, excluding these distribution services, were flat. International domestic average daily volumes remained flat in the third quarter and increased 5% in the nine months of 2014 due to international business acquisitions during the first quarter of 2013.

Our fuel surcharges are indexed to the spot price for jet fuel. Using this index, the U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the periods ended February 28:

	Three Months Ended						Nine Months Ended
	2014			2013			2014			2013
U.S. Domestic and Outbound Fuel Surcharge:
Low		9.00	%		10.00	%		8.00	%		10.00	%
High		10.00			13.50			10.50			14.50
Weighted-average		9.49			11.29			9.34			12.14
International Fuel Surcharges:
Low		13.00			14.00			12.00			12.00
High		18.50			19.00			19.00			20.50
Weighted-average		16.31			16.96			16.16			16.78

In January 2014, we implemented a 3.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services. In January 2013, we implemented a 5.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services, while we lowered our fuel surcharge index by two percentage points.

Operating Income

Our operating income ~~and operating margin~~ increased ~~in the third quarter of 2014 due to stronger U.S. and international export package business and lower pension expense, partially offset~~ by ~~lower~~42% ~~freight revenues, an estimated $70 million year over year negative impact of severe winter weather~~ and ~~higher depreciation expense. In addition,~~ operating ~~income~~margin inincreased ~~the~~by ~~third~~140 ~~quarter~~basis ofpoints ~~2014 benefited from one additional operating day and from the inclusion of costs associated with our business realignment program~~ in the ~~prior~~first ~~year results. Operating income in the third~~ quarter of ~~2014~~2015, ~~also~~driven ~~reflects~~by arevenue ~~significant~~growth ~~negative net impact of fuel. Operating income~~ in ~~the~~our ~~nine months of 2014 improved due to stronger base~~ U.S. and international export package business, partially ~~lower pension expense and lower maintenance expense,~~ offset by higher ~~depreciation~~maintenance expense, ~~the significant negative net impact of fuel~~ and ~~severe~~lower ~~winter~~freight ~~weather~~revenues.

In the ~~third~~first quarter ~~and nine months~~ of ~~2014~~2015, ~~salaries~~maintenance and ~~employee~~repairs ~~benefits~~expense increased ~~included~~23% ~~lower~~due ~~pension~~to ~~expense,~~ the ~~delayed~~ timing ~~or absence~~ of ~~annual~~aircraft ~~merit~~engine ~~increases~~maintenance ~~for~~events. ~~many~~Salaries ~~of our employees~~ and ~~benefits from our voluntary~~ employee ~~severance~~benefits ~~program.~~increased ~~Intercompany charges decreased 7~~2% in the ~~third~~first quarter ~~and 6% in the nine months~~ of ~~2014~~2015 due to ~~lower~~additional ~~allocated~~staffing ~~sales~~to ~~and~~support ~~information~~volume ~~technology costs~~growth, aspartially ~~well~~offset asby ~~the~~lower ~~inclusion~~pension ~~in the prior year results of costs associated with the business realignment program at FedEx Services. Depreciation and amortization~~ expense ~~increased 12% during the third quarter~~ and ~~nine months of 2014 as a result of accelerated depreciation due to~~ the ~~shortened life of~~ ~~certain~~benefits ~~aircraft~~from ~~scheduled~~our ~~for~~voluntary ~~retirement,~~employee ~~and~~severance ~~aircraft recently placed into service~~program. Purchased transportation costs increased 76% ~~in the third quarter of 2014~~ due to higher utilization of third-party transportation providers ~~and increased 8% in the nine months of 2014 due to higher utilization of third-party transportation providers and prior year international acquisitions~~.

~~Our~~Fuel aircraft maintenance and repairs costs are largely driven by aircraft utilization and required periodic maintenance events. When newer aircraft are introduced into our operating fleet, less maintenance costs are incurred. As a part of our fleet modernization program, we have retired older, less efficient aircraft prior to required periodic maintenance events and have introduced newly manufactured aircraft into the fleet. Our aircraft maintenance and repairs costs increased 4% in the third quarter but decreased 10% in the nine months of 2014, as the benefits from the fourth quarter of 2013 retirement of 10 aircraft and related engines due to elimination of maintenance events for certain of these engines were offset by the impact of certain maintenance events during the third quarter.

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 below.

The index used to determine our fuel surcharges incorporates 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 in June 2014 was set based on April 2014 fuel prices. In addition, our fuel surcharge index allows fuel prices to fluctuate approximately 2% 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 minimal 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.

Our fuel surcharges are indexed to the spot price for jet fuel. Using this index, the U.S. domestic and outbound fuel surcharge percentages and the international fuel surcharge percentages ranged as follows for the three-month periods ended August 31:


	2014			2013
U.S. Domestic and Outbound Fuel Surcharge:
Low		9.50	%		8.00	%
High		9.50			9.00
Weighted-average		9.50			8.50

International Fuel Surcharges:
Low		13.50			12.00
High		18.00			17.00
Weighted-average		16.26			15.36

On September 16, 2014, we announced a 4.9% average list price increase for our U.S. domestic, U.S. export and U.S. import services effective January 5, 2015. In January 2014, we implemented a 3.9% average list price increase for our U.S. domestic, U.S. export and U.S. import services.

Other Income and Expense and Income Taxes

Other expense increased during the first quarter of 2015 primarily due to higher management fees from FedEx.

Our effective tax rate was 34.4% for the first quarter of 2015 and 32.4% for the first quarter of 2014. Our effective tax rate in the first quarter of 2014 was positively impacted by a discrete tax benefit related to the expiration of applicable statute of limitations. For 2015, we expect an effective tax rate between 34.0% and 35.0%. The actual rate, however, will depend on a number of factors, including the amount and source of operating income.

We are subject to taxation in the United States and various U.S. state, local and foreign jurisdictions. Substantially all U.S. federal income tax matters through fiscal year 2011 are concluded, and we are currently under examination by the Internal Revenue Service for the 2012 and 2013 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next 12 months and could result in a change in our balance of unrecognized tax benefits. The expected impact of any changes would not be material to our consolidated financial statements. As of August 31, 2014, there were no material changes to our liabilities for unrecognized tax benefits from May 31, 2014.

RECENT ACCOUNTING GUIDANCE

New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements. These matters are described in our Annual Report.

-19-

Fuel costs decreased 5% in the third quarter and 6% in the nine months of 2014 due to lower average price per gallon of jet fuel and lower aircraft fuel usage. Based on a static analysis of the net impact of year-over-year changes in fuel prices compared to year-over-year changes in fuel surcharges, fuel had a significant negative impact on operating income in the third quarter and nine months of 2014. This analysis considers the estimated impact of the reduction in fuel surcharges included in the base rates charged for our services.

Income Taxes

Our effective tax rate was 35.0% for the third quarter and 34.1% for the nine months of 2014, compared with 33.8% for the third quarter and 34.2% for the nine months of 2013. For 2014, we expect our effective tax rate to be approximately 35%. The actual rate, however, will depend on a number of factors, including the amount and source of operating income.

We are subject to taxation in the United States and various U.S. state, local and foreign jurisdictions. Substantially all U.S. federal income tax matters through fiscal year 2009 are concluded, and we are currently under examination by the Internal Revenue Service for the 2010 and 2011 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next 12 months and could result in a change in our balance of unrecognized tax benefits. The expected impact of any changes would not be material to our consolidated financial statements. As of February 28, 2014, there were no material changes to our liabilities for unrecognized tax benefits from May 31, 2013.

Business Acquisitions

As discussed in our Annual Report, on June 20, 2013, we signed agreements to acquire the businesses operated by our current service provider Supaswift (Pty) Ltd. in five countries in Southern Africa. In addition, on September 2, 2013, we entered into an agreement to acquire Supaswift’s business in two additional countries. This acquisition will be funded with cash from operations and is expected to be completed in the fourth quarter of 2014, subject to customary closing conditions. The financial results of the acquired businesses will be included in our results from the date of acquisition and will be immaterial to our 2014 results.

RECENT ACCOUNTING GUIDANCE

New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.

On June 1, 2013, we adopted the authoritative guidance issued by the Financial Accounting Standards Board requiring additional information about reclassification adjustments out of accumulated other comprehensive income, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. We have adopted this guidance by including expanded accumulated other comprehensive income disclosure requirements in Note 2 of our condensed consolidated financial statements.

While no other new accounting guidance was adopted or issued during the nine months of 2014 that is relevant to the readers of our financial statements, there are numerous proposals under development which, if and when enacted, may have a significant impact on our financial reporting, as described in our Annual Report.

FORWARD-LOOKING STATEMENTS

Certain statements in this report are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, potential risks and uncertainties, such as:

-20-

•

economic conditions in the global markets in which we operate;

•

significant changes in the volumes of shipments transported through our networks, customer demand for our various services or the prices we obtain for our services;

•

damage to our reputation or loss of brand equity;

•

disruptions to the Internet or our technology infrastructure, including those impacting our computer systems and Web site, which can adversely affect our operations and reputation among customers;

•

the price and availability of jet and vehicle fuel;

•

our ability to manage our cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels;

• the impact of intense competition on our ability to maintain or increase our prices (including our fuel surcharges in response to ~~rising~~fluctuating fuel ~~costs~~price) or to maintain or grow our market share;

•

our ability to effectively operate, integrate, leverage and grow acquired businesses, and to continue to support the value we allocate to these acquired businesses, including their goodwill;

•

our ability to maintain good relationships with our employees and prevent attempts by labor organizations to organize groups of our employees, which could significantly increase our operating costs and reduce our operational flexibility;

• our ability to execute on our ~~business~~profit ~~realignment~~improvement ~~program~~programs;

•

the impact of any international conflicts or terrorist activities on the United States and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our services;

• any impacts on our businesses resulting from new domestic or international government laws and regulation, including regulatory actions affecting global aviation or other transportation rights, increased air cargo and other security or safety requirements, and tax, accounting, trade (such as protectionist measures enacted in response to weak economic conditions), labor (such as card-check legislation or changes to the Railway Labor Act affecting our employees), environmental (such as global climate change legislation) or postal rules;

• adverse weather conditions or localized natural disasters in key geographic areas, such as earthquakes, volcanoes, and hurricanes, which can disrupt our electrical service, damage our property, disrupt our operations, increase our fuel costs and adversely affect our shipment levels;-20-

-21-

•requirements, ~~any~~and ~~impact~~tax, onaccounting, ~~our~~trade ~~business~~(such ~~from~~as ~~disruptions~~protectionist ormeasures ~~modifications~~enacted in ~~service~~response byto ~~the~~weak ~~United~~economic ~~States Postal Service (“USPS”~~conditions), ~~which~~labor is(such aas ~~significant~~card-check ~~customer~~legislation ofor ~~ours,~~changes asto ~~a consequence of~~ the ~~USPS’s~~Railway ~~current~~Labor ~~financial~~Act ~~difficulties~~affecting orour ~~any~~employees), ~~resulting~~environmental ~~structural~~(such ~~changes~~as toglobal ~~its~~climate ~~operations,~~change ~~network,~~legislation) ~~service offerings~~ or ~~pricing~~postal rules;

•

adverse weather conditions or localized natural disasters in key geographic areas, such as earthquakes, volcanoes, and hurricanes, which can disrupt our electrical service, damage our property, disrupt our operations, increase our fuel costs and adversely affect our shipment levels;

•

any impact on our business from disruptions or modifications in service by the United States Postal Service (“USPS”), which is a significant customer and vendor of ours, as a consequence of the USPS’s current financial difficulties or any resulting structural changes to its operations, network, service offerings or pricing;

•

increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits;

• the increasing costs of compliance with federal, state and ~~state~~foreign governmental agency mandates, (including ~~those~~the ~~related~~Foreign toCorrupt ~~healthcare~~Practices ~~benefits,~~Act and the U.K. Bribery Act) and defending against inappropriate or unjustified enforcement ofor other actions by such agencies;

• changes in foreign currency exchange rates, especially in the Chinese yuan, euro, Brazilian real, ~~Canadian~~British ~~dollar~~pound and the ~~British~~Canadian ~~pound~~dollar, which can affect our sales levels and foreign currency sales prices;

•

market acceptance of our new service and growth initiatives;

•

any liability resulting from and the costs of defending against class-action litigation, such as wage-and-hour and discrimination and retaliation claims, and any other legal or governmental proceedings;

•

the outcome of future negotiations to reach new collective bargaining agreements — including with the union that represents our pilots (the current pilot contract became amendable in March 2013, and the parties are currently in negotiations);

•

the impact of technology developments on our operations and on demand for our services, and our ability to continue to identify and eliminate unnecessary information technology redundancy and complexity throughout the organization;

•

governmental underinvestment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion or sub-optimal routing of our vehicles and aircraft;

•

widespread outbreak of an illness or any other communicable disease, or any other public health crisis;

•

availability of financing on terms acceptable to FedEx and FedEx’s ability to maintain its current credit ratings, especially given the capital intensity of our operations; and

• other risks and uncertainties you can find in FedEx’s press releases and ~~SEC~~Securities and Exchange Commission filings, including the risk factors identified under the heading “Risk Factors” in “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in our Annual Report, as updated by our quarterly reports on Form 10-Q.

As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak only as of the date onof ~~which~~this ~~they are made~~report. We ~~undertake~~are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

-2221-

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Omitted under the reduced disclosure format permitted by General Instruction H(2)(c) of Form 10-Q.

Item 4.

Controls and Procedures

Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of ~~February~~August 2831, 2014 (the end of the period covered by this Quarterly Report on Form 10-Q).

During our fiscal quarter ended ~~February~~August 2831, 2014, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

-2322-

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

For a description of all material pending legal proceedings, see Note 5 of the accompanying unaudited condensed consolidated financial statements.

Item 1A.

Risk Factors

There have been no material changes from the risk factors disclosed in our Annual Report (under the heading “Risk Factors” in “Management’s Discussion and Analysis of Results of Operations and Financial Condition”) in response to Part I, Item 1A of Form 10-K.

-24-

Item 6.

Exhibits

Exhibit Number		Description of Exhibit
ExhibitNumber		Description of Exhibit
10.1		Amendment dated ~~December~~June 1625, ~~2013~~2014 (but effective as of ~~November~~June 42, ~~2013~~2014), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx Corporation’s ~~FY14~~FY15 ~~Third~~First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.2		Amendment dated ~~December~~June 1625, ~~2013~~2014 (but effective as of ~~December~~June 2, ~~2013~~2014), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx Corporation’s ~~FY14~~FY15 ~~Third~~First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.3		Supplemental Agreement No. 4 (and related side letter) dated as December 10, 2013, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.4		Supplemental Agreement No. 23 (and related side letters) dated as December 10, 2013, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
12.1		Computation of Ratio of Earnings to Fixed Charges.
15.1		Letter re: Unaudited Interim Financial Statements.
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1		Interactive Data Files.

-2523-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FEDERAL EXPRESS CORPORATION
Date: March 20, 2014		/s/ CATHY D. ROSS
Date: September 18, 2014	/s/ ELISE L. JORDAN
		CATHY D. ROSS
	ELISE L. JORDAN
		EXECUTIVE VICE PRESIDENT AND
	SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
		CHIEF FINANCIAL OFFICER

-2624-

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
10.1		Amendment dated ~~December~~June 1625, ~~2013~~2014 (but effective as of ~~November~~June 42, ~~2013~~2014), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.1 to FedEx Corporation’s ~~FY14~~FY15 ~~Third~~First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.2		Amendment dated ~~December~~June 1625, ~~2013~~2014 (but effective as of ~~December~~June 2, ~~2013~~2014), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.2 to FedEx Corporation’s ~~FY14~~FY15 ~~Third~~First Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.3		Supplemental Agreement No. 4 (and related side letter) dated as December 10, 2013, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14, 2011 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.3 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
10.4		Supplemental Agreement No. 23 (and related side letters) dated as December 10, 2013, amending the Boeing 777 Freighter Purchase Agreement dated as of November 7, 2006 between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (Filed as Exhibit 10.4 to FedEx Corporation’s FY14 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
12.1		Computation of Ratio of Earnings to Fixed Charges.
15.1		Letter re: Unaudited Interim Financial Statements.
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1		Interactive Data Files.

E-1

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · FEDERAL EXPRESS CORP