FEDEX CORPORATION - …d18rn0p25nwr6d.cloudfront.net/CIK-0001048911/50f68c2c-f391-48b4-a7...FEDEX CORPORATION (Exact name of ... present fairly our financial position as of November

UNITED STATESSECURITIES 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 November 30, 2017

OR

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

Commission File Number: 1-15829

FEDEX CORPORATION(Exact name of registrant as specified in its charter)

Delaware 62-1721435(State or other jurisdiction of

incorporation or organization)(I.R.S. Employer

Identification No.)

942 South Shady Grove Road Memphis, Tennessee 38120(Address of principal executive offices) (ZIP Code)

(901) 818-7500(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 12months (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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted andposted 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 postsuch files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock Outstanding Shares at December 18, 2017Common Stock, par value $0.10 per share 267,889,623

FEDEX CORPORATION

INDEX PAGE

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements Condensed Consolidated Balance Sheets

November 30, 2017 and May 31, 2017 3Condensed Consolidated Statements of Income

Three and Six Months Ended November 30, 2017 and November 30, 2016 5Condensed Consolidated Statements of Comprehensive Income

Three and Six Months Ended November 30, 2017 and November 30, 2016 6Condensed Consolidated Statements of Cash Flows

Six Months Ended November 30, 2017 and November 30, 2016 7Notes to Condensed Consolidated Financial Statements 8Report of Independent Registered Public Accounting Firm 26

ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition 27ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 49ITEM 4. Controls and Procedures 49

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings 50ITEM 1A. Risk Factors 50ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 51ITEM 6. Exhibits 52Signature 53Exhibit Index E-1

Exhibit 10.1 Exhibit 10.2 Exhibit 10.3 Exhibit 10.4 Exhibit 10.5 Exhibit 10.6 Exhibit 10.7 Exhibit 10.8 Exhibit 10.9 Exhibit 10.10 Exhibit 10.11 Exhibit 10.12 Exhibit 12.1 Exhibit 15.1 Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2 Exhibit 101.1 Interactive Data Files

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FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS(IN MILLIONS)

November 30,2017

(Unaudited) May 31,

2017 ASSETS CURRENT ASSETS

Cash and cash equivalents $ 2,768 $ 3,969 Receivables, less allowances of $353 and $252 8,655 7,599 Spare parts, supplies and fuel, less allowances of $248 and $237 533 514 Prepaid expenses and other 925 546

Total current assets 12,881 12,628 PROPERTY AND EQUIPMENT, AT COST 53,240 50,626

Less accumulated depreciation and amortization 25,950 24,645 Net property and equipment 27,290 25,981

OTHER LONG-TERM ASSETS Goodwill 7,325 7,154 Other assets 2,785 2,789

Total other long-term assets 10,110 9,943 $ 50,281 $ 48,552

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

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FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS(IN MILLIONS, EXCEPT SHARE DATA)

November 30,2017

(Unaudited) May 31,

2017 LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES Short-term borrowings $ 250 $ —

Current portion of long-term debt 11 22 Accrued salaries and employee benefits 1,912 1,914 Accounts payable 3,147 2,752 Accrued expenses 2,907 3,230

Total current liabilities 8,227 7,918 LONG-TERM DEBT, LESS CURRENT PORTION 15,180 14,909 OTHER LONG-TERM LIABILITIES

Deferred income taxes 3,088 2,485 Pension, postretirement healthcare and other benefit obligations 3,868 4,487 Self-insurance accruals 1,651 1,494 Deferred lease obligations 633 531 Deferred gains, principally related to aircraft transactions 122 137 Other liabilities 457 518

Total other long-term liabilities 9,819 9,652 COMMITMENTS AND CONTINGENCIES COMMON STOCKHOLDERS’ INVESTMENT

Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of November 30, 2017 and May 31, 2017 32 32 Additional paid-in capital 3,055 3,005 Retained earnings 21,785 20,833 Accumulated other comprehensive loss (434) (415)Treasury stock, at cost (7,383) (7,382)

Total common stockholders’ investment 17,055 16,073 $ 50,281 $ 48,552


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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended Six Months Ended November 30, November 30, 2017 2016 2017 2016

REVENUES $ 16,313 $ 14,931 $ 31,610 $ 29,594 OPERATING EXPENSES:

Salaries and employee benefits 5,742 5,353 11,260 10,664 Purchased transportation 3,840 3,431 7,285 6,671 Rentals and landing fees 835 802 1,653 1,592 Depreciation and amortization 756 740 1,507 1,479 Fuel 818 658 1,521 1,308 Maintenance and repairs 665 579 1,340 1,177 Other 2,395 2,201 4,665 4,272

15,051 13,764 29,231 27,163 OPERATING INCOME 1,262 1,167 2,379 2,431 OTHER INCOME (EXPENSE):

Interest, net (124) (119) (238) (232)Other, net 1 30 (20) 21

(123) (89) (258) (211)INCOME BEFORE INCOME TAXES 1,139 1,078 2,121 2,220 PROVISION FOR INCOME TAXES 364 378 750 805 NET INCOME $ 775 $ 700 $ 1,371 $ 1,415 EARNINGS PER COMMON SHARE:

Basic $ 2.89 $ 2.63 $ 5.12 $ 5.32 Diluted $ 2.84 $ 2.59 $ 5.03 $ 5.24

DIVIDENDS DECLARED PER COMMON SHARE $ 0.50 $ 0.40 $ 1.50 $ 1.20


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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)(IN MILLIONS)

Three Months Ended Six Months Ended November 30, November 30, 2017 2016 2017 2016

NET INCOME $ 775 $ 700 $ 1,371 $ 1,415 OTHER COMPREHENSIVE INCOME (LOSS):

Foreign currency translation adjustments, net of tax of $7, $21, $18, and $16 (90) (230) 19 (218)Amortization of prior service credit, net of tax of $11, $11, $22, and $22 (19) (19) (38) (38)

(109) (249) (19) (256)COMPREHENSIVE INCOME $ 666 $ 451 $ 1,352 $ 1,159


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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)(IN MILLIONS)

Six Months Ended November 30, 2017 2016

Operating Activities: Net income $ 1,371 $ 1,415 Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization 1,507 1,479 Provision for uncollectible accounts 116 76 Stock-based compensation 103 93 Deferred income taxes and other noncash items 327 320 Gain from sale of investment — (35)Changes in assets and liabilities:

Receivables (983) (513)Other assets (338) (250)Accounts payable and other liabilities (564) 67 Other, net (41) (17)

Cash provided by operating activities 1,498 2,635 Investing Activities:

Capital expenditures (2,621) (2,681)Business acquisitions, net of cash acquired (44) — Proceeds from asset dispositions and other 12 100

Cash used in investing activities (2,653) (2,581)Financing Activities:

Proceeds from short-term borrowings 250 — Principal payments on debt (28) (43)Proceeds from stock issuances 205 164 Dividends paid (268) (213)Purchase of treasury stock (270) (334)Other, net 3 (5)

Cash used in financing activities (108) (431)Effect of exchange rate changes on cash 62 (98)Net decrease in cash and cash equivalents (1,201) (475)Cash and cash equivalents at beginning of period 3,969 3,534 Cash and cash equivalents at end of period $ 2,768 $ 3,059


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FEDEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

(1) General

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. These interim financial statements of FedEx Corporation (“FedEx”) have been prepared in accordance with accountingprinciples generally accepted in the United States and Securities and Exchange Commission (“SEC”) instructions for interim financial information, and should be read in conjunction withour Annual Report on Form 10-K for the year ended May 31, 2017 (“Annual Report”). Accordingly, significant accounting policies and other disclosures normally provided have beenomitted 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 topresent fairly our financial position as of November 30, 2017, the results of our operations for the three- and six-month periods ended November 30, 2017 and 2016, and cash flows for thesix-month periods ended November 30, 2017 and 2016. Operating results for the three- and six-month periods ended November 30, 2017 are not necessarily indicative of the results thatmay be expected for the year ending May 31, 2018.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2018 or ended May 31 of the year referenced and comparisons are to the corresponding period ofthe prior year. BUSINESS ACQUISITION. On October 13, 2017, FedEx acquired Northwest Research, Inc., a leader in inventory research and management, for $50 million in cash from operations. Themajority of the purchase price was allocated to property, plant and equipment. The financial results of this acquired business are included in the FedEx Corporate Services, Inc. (“FedExServices”) segment from the date of acquisition and were not material to our results of operations. Therefore, pro forma financial information has not been provided.

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of Federal Express Corporation (“FedEx Express”), who represent a small number of its totalemployees, are employed under a collective bargaining agreement that took effect on November 2, 2015. This collective bargaining agreement is scheduled to become amendable inNovember 2021, after a six-year term. In addition to our pilots at FedEx Express, FedEx Supply Chain Distribution System, Inc. (“FedEx Supply Chain”) has a small number of employeeswho are members of unions, and certain non-U.S. employees are unionized.

STOCK-BASED COMPENSATION. We have two types of equity-based compensation: stock options and restricted stock. The key terms of the stock option and restricted stock awardsgranted under our incentive stock plans and all financial disclosures about these programs are set forth in our Annual Report.

Our stock-based compensation expense was $41 million for the three-month period ended November 30, 2017 and $103 million for the six-month period ended November 30, 2017. Ourstock-based compensation expense was $36 million for the three-month period ended November 30, 2016 and $93 million for the six-month period ended November 30, 2016. Due to itsimmateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.

RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements.We believe the following new accounting guidance is relevant to the readers of our financial statements.

During the first quarter of 2018, we early adopted the Accounting Standards Update issued by the Financial Accounting Standards Board (“FASB”) related to Intra-Entity Transfers ofAssets Other Than Inventory. This update requires companies to recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs, asopposed to when the assets are ultimately sold to an outside party. This new guidance had a minimal impact on our accounting and financial reporting for the second quarter and first half of2018.

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On May 28, 2014, the FASB and International Accounting Standards Board issued a new accounting standard that will supersede virtually all existing revenue recognition guidance undergenerally accepted accounting principles in the United States. This standard will be effective for us beginning June 1, 2018 (fis cal 2019). The fundamental principles of the new guidanceare that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenue recognized reflects the considerationthat a compa ny expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. We are continuing to completethe assessment of the impact this new standard will have on our consolidated financia l statements and related disclosures, including ongoing contract reviews. We do not anticipate that thenew guidance will have a material impact on our revenue recognition policies, practices or systems.

On February 25, 2016, the FASB issued a new lease accounting standard which requires lessees to put most leases on their balance sheets but recognize the expenses in their incomestatements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset forthe right to use the underlying asset for the lease term. Expenses related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to befinancing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. Based on our leaseportfolio, we currently anticipate recognizing a lease liability and related right-of-use asset on the balance sheet in excess of $13 billion with an immaterial impact on our income statementcompared to the current lease accounting model. However, the ultimate impact of the standard will depend on the company’s lease portfolio as of the adoption date. We are currently in theprocess of evaluating our existing lease portfolios, including accumulating all of the necessary information required to properly account for the leases under the new standard. Additionally,we are implementing an enterprise-wide lease management system to assist in the accounting and are evaluating additional changes to our processes and internal controls to ensure we meetthe standard’s reporting and disclosure requirements. These changes will be effective for our fiscal year beginning June 1, 2019 (fiscal 2020), with a modified retrospective adoptionmethod to the beginning of 2018.

In March 2017, the FASB issued an Accounting Standards Update that changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the netperiodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The othercomponents of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. This standard willimpact our operating income but will have no impact on our net income or earnings per share. For example, adoption of this guidance would have reduced operating income by $146million in the second quarter and $292 million in the first half of 2018, and by $112 million in the second quarter and $224 million in the first half of 2017, but would not have impactedour net income in these periods. This new guidance will be effective for our fiscal year beginning June 1, 2018 (fiscal 2019) and will be applied retrospectively.

TREASURY SHARES. In January 2016, our Board of Directors authorized a share repurchase program of up to 25 million shares. Shares under the current repurchase program may berepurchased from time to time in the open market or in privately negotiated transactions. The timing and volume of repurchases are at the discretion of management, based on the capitalneeds of the business, the market price of FedEx common stock and general market conditions. No time limit was set for the completion of the program, and the program may be suspendedor discontinued at any time.

During the second quarter of 2018, we repurchased 0.8 million shares of FedEx common stock at an average price of $220.67 per share for a total of $184 million. During the first half of2018, we repurchased 1.2 million shares of FedEx common stock at an average price of $216.45 per share for a total of $270 million. As of November 30, 2017, 14.8 million sharesremained under the share repurchase authorization.

DIVIDENDS DECLARED PER COMMON SHARE. On November 17, 2017, our Board of Directors declared a quarterly dividend of $0.50 per share of common stock. The dividend willbe paid on January 2, 2018 to stockholders of record as of the close of business on December 11, 2017. Each quarterly dividend payment is subject to review and approval by our Board ofDirectors, and we evaluate our dividend payment amount on an annual basis at the end of each fiscal year.

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(2) Accumulated Other Comprehensive Income (Loss)

The following table provides changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, reported in our unaudited condensed consolidated financial statements forthe periods ended November 30 (in millions; amounts in parentheses indicate debits to AOCI):

Three Months Ended Six Months Ended 2017 2016 2017 2016

Foreign currency translation loss: Balance at beginning of period $ (576) $ (502) $ (685) $ (514)Translation adjustments (90) (230) 19 (218)Balance at end of period (666) (732) (666) (732)

Retirement plans adjustments: Balance at beginning of period 251 326 270 345 Reclassifications from AOCI (19) (19) (38) (38)Balance at end of period 232 307 232 307

Accumulated other comprehensive (loss) at end of period $ (434) $ (425)

$ (434) $ (425) The following table presents details of the reclassifications from AOCI for the periods ended November 30 (in millions; amounts in parentheses indicate debits to earnings):

Amount Reclassified from

AOCI Affected Line Item in the

Income Statement Three Months Ended Six Months Ended 2017 2016 2017 2016

Amortization of retirement plans prior service credits, before tax $ 30 $ 30 $ 60 $ 60 Salaries and employee benefitsIncome tax benefit (11) (11) (22) (22) Provision for income taxesAOCI reclassifications, net of tax $ 19 $ 19 $ 38 $ 38 Net income

(3) Financing Arrangements

We have a shelf registration statement with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.

We have a five-year $1.75 billion revolving credit facility that expires in November 2020. The facility, which includes a $500 million letter of credit sublimit, is available to finance ouroperations and other cash flow needs. The agreement contains a financial covenant, which requires us to maintain a ratio of debt to consolidated earnings (excluding non-cash pensionmark-to-market adjustments and non-cash asset impairment charges) before interest, taxes, depreciation and amortization (“adjusted EBITDA”) of not more than 3.5 to 1.0, calculated as ofthe end of the applicable quarter on a rolling four-quarters basis. The ratio of our debt to adjusted EBITDA was 1.9 to 1.0 at November 30, 2017. We believe this covenant is the onlysignificant 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. We are in compliance with the financial covenant and all other covenants of our revolving credit agreement and do not expect the covenantsto affect our operations, including our liquidity or expected funding needs.

During the second quarter of 2018, we issued $250 million of commercial paper, providing us with additional short-term liquidity flexibility. Our commercial paper program is backed byunused commitments under the revolving credit facility and borrowings under the program reduce the amount available under the credit facility. As of November 30, 2017, $250 million ofcommercial paper and $255 million in letters of credit were outstanding, leaving $1.245 billion available under the revolving credit facility for future borrowings.

Long-term debt, exclusive of capital leases, had carrying values of $15.1 billion at November 30, 2017 and $14.9 billion at May 31, 2017, compared with estimated fair values of$15.9 billion at November 30, 2017 and $15.5 billion at May 31, 2017. The annualized weighted average interest rate on long-term debt was 3.6% for the six-months ended November 30,2017. 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 debtis 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 theliability, either directly or indirectly.

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(4) Computation of Earnings Per Share

The calculation of basic and diluted earnings per common share for the periods ended November 30 was as follows (in millions, except per share amounts):


Basic earnings per common share: Net earnings allocable to common shares (1) $ 774 $ 700 $ 1,369 $ 1,414 Weighted-average common shares 268 266 268 266 Basic earnings per common share $ 2.89 $ 2.63 $ 5.12 $ 5.32 Diluted earnings per common share: Net earnings allocable to common shares (1) $ 774 $ 700 $ 1,369 $ 1,414 Weighted-average common shares 268 266 268 266 Dilutive effect of share-based awards 4 4 4 4 Weighted-average diluted shares 272 270 272 270 Diluted earnings per common share $ 2.84 $ 2.59 $ 5.03 $ 5.24 Anti-dilutive options excluded from diluted earnings per common share 2.9 5.1 3.0 5.1

(1) Net earnings available to participating securities were immaterial in all periods presented.

(5) Retirement Plans

We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans and postretirementhealthcare plans. Key terms of our retirement plans are provided in our Annual Report. Our retirement plans costs for the periods ended November 30 were as follows (in millions):

Three Months Ended Six Months Ended 2017 2016 2017 2016 Defined benefit pension plans $ 37 $ 58 $ 74 $ 116 Defined contribution plans 124 112 251 231 Postretirement healthcare plans 18 19 37 38 $ 179 $ 189 $ 362 $ 385

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Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended November 30 included the following components (in millions): Three Months Ended U.S. Pension Plans International Pension Plans Postretirement Healthcare Plans 2017 2016 2017 2016 2017 2016

Service cost $ 170 $ 160 $ 23 $ 20 $ 9 $ 9 Interest cost 278 282 13 11 9 10 Expected return on plan assets (406) (375) (11) (11) — — Amortization of prior service credit and other (29) (30) (1) 1 — — $ 13 $ 37 $ 24 $ 21 $ 18 $ 19

Six Months Ended U.S. Pension Plans International Pension Plans Postretirement Healthcare Plans 2017 2016 2017 2016 2017 2016

Service cost $ 340 $ 319 $ 46 $ 41 $ 18 $ 18 Interest cost 557 564 25 22 19 20 Expected return on plan assets (812) (751) (22) (21) — — Amortization of prior service credit and other (59) (59) (1) 1 — — $ 26 $ 73 $ 48 $ 43 $ 37 $ 38

Contributions to our tax-qualified U.S. domestic pension plans for the six-month periods ended November 30 were as follows (in millions): 2017 2016 Required $ 268 $ 250 Voluntary 482 250 $ 750 $ 500

(6) Business Segment Information

We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, underthe respected FedEx brand. Our primary operating companies are FedEx Express, including TNT Express B.V. (“TNT Express”), the world’s largest express transportation company;FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), aleading U.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedEx Services, form the core of our reportablesegments.

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Our reportable segments include the following businesses:

FedEx Express Segment FedEx Express (express transportation) TNT Express (international express transportation, small-package ground delivery and freight transportation) FedEx Trade Networks (air and ocean freight forwarding, customs brokerage and cross-border enablement technology and

solutions)

FedEx Ground Segment FedEx Ground (small-package ground delivery) FedEx Supply Chain (third-party logistics)

FedEx Freight Segment FedEx Freight (LTL freight transportation) FedEx Custom Critical (time-critical transportation)

FedEx Services Segment FedEx Services (sales, marketing, information technology, communications, customer service, technical support, billing and

collection services and back-office functions) FedEx Office (document and business services and package acceptance) As discussed in our Annual Report, in the first quarter of 2018, we began to report TNT Express as part of the FedEx Express segment. Prior year amounts have been revised to conform tothe current year presentation.

FedEx Services Segment

The FedEx Services segment operates combined sales, marketing, administrative and information technology functions that support our transportation businesses and allow us to obtainsynergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis and reported in their naturalexpense line items. The FedEx Services segment includes: FedEx Services, which provides sales, marketing, information technology, communications, customer service, technical support,billing and collection services for U.S. customers of our major business units and certain back-office support to our other companies; and FedEx Office and Print Services, Inc. (“FedExOffice”), which provides an array of document and business services and retail access to our customers for our package transportation businesses.

The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment (includingthe net operating results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment allocation,the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. We review and evaluate theperformance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated basedon the impact of its total allocated net operating costs on our transportation segments.

Operating expenses for each of our transportation segments include the allocations from the FedEx Services segment to the respective transportation segments. These allocations alsoinclude charges and credits for administrative services provided between operating companies. The allocations of net operating costs are based on metrics such as relative revenues orestimated services provided. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, toreflect changes in our businesses.

Eliminations, Corporate and Other

Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based onnegotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Suchintersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information because the amounts are not material.

Corporate and other includes corporate headquarters costs for executive officers and certain legal and financial functions, as well as certain other costs and credits not attributed to our corebusiness. These costs are not allocated to the business segments.

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The following table provides a reconciliation of reportable segment revenues and operating income to our unaudited condensed consolidated financial statement totals for the periods endedNovember 30 (in millions): Three Months Ended Six Months Ended 2017 2016 2017 2016 Revenues

FedEx Express segment $ 9,354 $ 8,642 $ 18,006 $ 17,102 FedEx Ground segment 4,929 4,419 9,568 8,709 FedEx Freight segment 1,762 1,597 3,514 3,255 FedEx Services segment 416 414 816 809 Eliminations and other (148) (141) (294) (281)

$ 16,313 $ 14,931 $ 31,610 $ 29,594 Operating Income

FedEx Express segment $ 717 $ 706 $ 1,150 $ 1,316 FedEx Ground segment 521 465 1,147 1,075 FedEx Freight segment 118 88 294 223 Eliminations, corporate and other (94) (92) (212) (183)

$ 1,262 $ 1,167 $ 2,379 $ 2,431

(7) Commitments

As of November 30, 2017, our purchase commitments under various contracts for the remainder of 2018 and annually thereafter were as follows (in millions):

Aircraft and

Aircraft-Related Other (1) Total 2018 (remainder) $ 870 $ 469 $ 1,339 2019 1,723 679 2,402 2020 1,965 525 2,490 2021 1,488 386 1,874 2022 1,451 235 1,686 Thereafter 3,334 499 3,833 Total $ 10,831 $ 2,793 $ 13,624

(1) Primarily equipment and advertising contracts.

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of November 30, 2017, our obligation topurchase four Boeing 767-300 Freighter (“B767F”) aircraft and six Boeing 777 Freighter (“B777F”) aircraft is conditioned upon there being no event that causes FedEx Express or itsemployees not to be covered by the Railway Labor Act of 1926, as amended. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financialreporting purposes and are not included in the table above.

During the second quarter of 2018, FedEx Express entered into an agreement to purchase 50 Cessna SkyCourier 408 aircraft with options to purchase up to 50 additional CessnaSkyCourier 408 aircraft. The 50 firm-order Cessna SkyCourier 408 aircraft are expected to be delivered from fiscal 2021 through 2024.

During the second quarter of 2018, FedEx Express entered into an agreement to purchase 30 ATR 72-600F aircraft with options to purchase up to 20 additional ATR 72-600F aircraft. The30 firm-order ATR 72-600F aircraft are expected to be delivered from fiscal 2021 through 2026.

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We had $684 million in deposits and progress payments as of November 30, 2017 on aircraft purchases and other planned aircraft-related transactions. These deposits are classified in the“Other assets” caption of our consolidated balance sheets. Aircraft and aircraft-related con tracts are subject to price escalations. The following table is a summary of the key aircraft we arecommitted to purchase as of November 30, 2017 with the year of expected delivery:

CessnaSkyCourier

408 ATR 72-600F B767F B777F Total 2018 (remainder) - - 8 1 9 2019 - - 15 2 17 2020 - - 16 3 19 2021 12 5 10 3 30 2022 12 6 10 4 32 Thereafter 26 19 6 - 51 Total 50 30 65 13 158

A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at November 30, 2017 is as follows (inmillions):

Aircraftand RelatedEquipment

Facilitiesand Other

TotalOperating

Leases 2018 (remainder) $ 335 $ 1,113 $ 1,448 2019 343 2,014 2,357 2020 261 1,799 2,060 2021 203 1,623 1,826 2022 185 1,464 1,649 Thereafter 175 8,746 8,921 Total $ 1,502 $ 16,759 $ 18,261

Future minimum lease payments under capital leases were immaterial at November 30, 2017. While certain of our lease agreements contain covenants governing the use of the leased assetsor require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.

(8) Contingencies

Independent Contractor — Lawsuits and Administrative Proceedings. During the second quarter of 2018, the final objector to the $228 million settlement in the case that was remanded bythe multidistrict litigation court to California and appealed to the Ninth Circuit Court of Appeals settled with plaintiffs’ counsel and FedEx Ground paid the settlement amount. FedEx Ground is involved in lawsuits and administrative proceedings claiming that owner-operators engaged under a contractor model no longer in use should have been treated asemployees of FedEx Ground, rather than independent contractors. In addition, we are defending joint-employer cases where it is alleged that FedEx Ground should be treated as anemployer of the drivers employed by owner-operators engaged by FedEx Ground. These cases are in varying stages of litigation, and we are not currently able to estimate an amount orrange of potential loss in all of these matters. However, we do not expect to incur, individually or in the aggregate, a material loss in these matters. Nevertheless, adverse determinations inmatters related to owner-operators engaged by FedEx Ground could, among other things, entitle certain owner-operators to the reimbursement of certain expenses, and their drivers to thebenefit of wage-and-hour laws, and result in employment and withholding tax and benefit liability for FedEx Ground. We believe that owner-operators engaged by FedEx Ground areproperly classified as independent contractors and that FedEx Ground is not an employer of the drivers employed by these owner-operators.

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City and State of New York Cigarette Suit. The City of New York and the State of New Yor k filed two related lawsuits against FedEx Ground in December 2013 and November 2014arising from FedEx Ground’s alleged shipments of cigarettes to New York residents in contravention of several statutes, including the Racketeer Influenced and Corrupt Orga nizations Act(“RICO”) and New York’s Public Health Law, as well as common law nuisance claims. In April 2016, the two lawsuits were consolidated and will now proceed as one lawsuit. The first-filed lawsuit alleges that FedEx Ground provided delivery servi ces on behalf of four shippers, and the second-filed lawsuit alleges that FedEx Ground provided delivery services on behalfof six additional shippers; none of these shippers continue to ship in our network. Following motions to dismiss filed in both lawsu its, some of the claims were dismissed entirely orlimited. In the first-filed lawsuit, the New York Public Health Law and common law nuisance claims were dismissed and the plaintiffs voluntarily dismissed another claim. In the second-filed lawsuit, the co mmon law nuisance claim was dismissed entirely and the New York Public Health Law claim has been limited to claims arising after September 27, 2013, when anamendment to that law provided enforcement authority to the City of New York and State of New York. Other claims, including the RICO claims, remain in both lawsuits. The likelihoodof loss is reasonably possible, but the amount or range of loss, if any, cannot be estimated at this stage of the litigation, but we expect the amount of any loss to be immat erial. On July 10, 2017, the City of New York and the State of New York filed a third lawsuit against FedEx Ground and included FedEx Freight as a co-defendant. This new case identifies noshippers or shipments, but generally alleges violations of the same laws that are the subject of the other two lawsuits. The amount or range of loss, if any, cannot be estimated at this stageof the lawsuit. Environmental Matters . SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involvepotential monetary sanctions that management reasonably believes could exceed $100,000. On September 9, 2016, FedEx Supply Chain received a written offer from several District Attorneys’ Offices in California to settle a civil action that the District Attorneys intend to fileagainst FedEx Supply Chain for alleged violations of the state’s hazardous waste regulations. Specifically, the District Attorneys’ Offices allege FedEx Supply Chain unlawfully disposedof hazardous waste at one of its California facilities and caused the illegal transportation and disposal of hazardous waste from the retail stores of a FedEx Supply Chain customer at thissame facility. The District Attorneys allege these violations began in 2006 and continued until the facility closed in the spring of 2015. We believe an immaterial loss in this matter isprobable, and we will pursue all available remedies against the sellers of GENCO to recover any losses in this matter. Other Matters. During the third quarter of 2017, FedEx Trade Networks informed U.S. Customs and Border Protection (“CBP”) that in connection with certain customs entries it may havemade improper claims for (i) reduced-duty treatment and (ii) duty-free treatment. In the fourth quarter of 2017 we established accruals totaling $39.3 million for the then-current estimatedprobable loss for these matters. In the first quarter of 2018, FedEx Trade Networks tendered payments to CBP in these matters totaling $46.5 million, and an additional expense of $7.2million was recognized. CBP acknowledged receipt of the amounts tendered in these matters, and we are awaiting a response indicating whether these matters are fully resolved. FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of business, including certain lawsuits containing various class-action allegations of wage-and-hour violations in which plaintiffs claim, among other things, that they were forced to work “off the clock,” were not paid overtime or were not provided work breaks or other benefits.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 orcash flows.

(9) Supplemental Cash Flow Information

Cash paid for interest expense and income taxes for the six-month periods ended November 30 was as follows (in millions):

2017 2016 Cash payments for:

Interest (net of capitalized interest) $ 238 $ 232 Income taxes $ 617 $ 216 Income tax refunds received (19) (13)Cash tax payments, net $ 598 $ 203

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(10) Condensed Consolidating Financial Statements

We are required to present condensed consolidating financial information in order for the subsidiary guarantors of our public debt to continue to be exempt from reporting under theSecurities Exchange Act of 1934, as amended.

The guarantor subsidiaries, which are 100% owned by FedEx, guarantee $15.0 billion of our long-term debt. The guarantees are full and unconditional and joint and several. Our guarantorsubsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the “Guarantor Subsidiaries” and “Non-guarantor Subsidiaries” columns eachinclude portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations or cash flowsfor any purpose other than to comply with the specific requirements for subsidiary guarantor reporting.

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Condensed consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions):

CONDENSED CONSOLIDATING BALANCE SHEETS(UNAUDITED)

November 30, 2017 Guarantor Non-guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS

Cash and cash equivalents $ 959 $ 342 $ 1,495 $ (28) $ 2,768 Receivables, less allowances 2 5,340 3,441 (128) 8,655 Spare parts, supplies, fuel, prepaid expenses and other, less allowances 286 931 241 — 1,458

Total current assets 1,247 6,613 5,177 (156) 12,881 PROPERTY AND EQUIPMENT, AT COST 22 49,585 3,633 — 53,240

Less accumulated depreciation and amortization 18 24,349 1,583 — 25,950 Net property and equipment 4 25,236 2,050 — 27,290

INTERCOMPANY RECEIVABLE 1,175 3,184 — (4,359) — GOODWILL — 1,571 5,754 — 7,325 INVESTMENT IN SUBSIDIARIES 29,116 2,903 — (32,019) — OTHER ASSETS 3,501 1,197 1,297 (3,210) 2,785 $ 35,043 $ 40,704 $ 14,278 $ (39,744) $ 50,281 LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES

Short-term borrowings $ 250 $ — $ — $ — $ 250 Current portion of long-term debt — 1 10 — 11 Accrued salaries and employee benefits 59 1,325 528 — 1,912 Accounts payable 153 1,636 1,514 (156) 3,147 Accrued expenses 451 1,621 835 — 2,907

Total current liabilities 913 4,583 2,887 (156) 8,227 LONG-TERM DEBT, LESS CURRENT PORTION 14,872 289 19 — 15,180 INTERCOMPANY PAYABLE — — 4,359 (4,359) — OTHER LONG-TERM LIABILITIES

Deferred income taxes — 6,102 196 (3,210) 3,088 Other liabilities 2,203 3,642 886 — 6,731

Total other long-term liabilities 2,203 9,744 1,082 (3,210) 9,819 STOCKHOLDERS’ INVESTMENT 17,055 26,088 5,931 (32,019) 17,055 $ 35,043 $ 40,704 $ 14,278 $ (39,744) $ 50,281

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CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 2017 Guarantor Non-guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS

Cash and cash equivalents $ 1,884 $ 325 $ 1,807 $ (47) $ 3,969 Receivables, less allowances 3 4,729 2,928 (61) 7,599 Spare parts, supplies, fuel, prepaid expenses and other, less allowances 25 787 248 — 1,060

Total current assets 1,912 5,841 4,983 (108) 12,628 PROPERTY AND EQUIPMENT, AT COST 22 47,201 3,403 — 50,626

Less accumulated depreciation and amortization 18 23,211 1,416 — 24,645 Net property and equipment 4 23,990 1,987 — 25,981

INTERCOMPANY RECEIVABLE 1,521 2,607 — (4,128) — GOODWILL — 1,571 5,583 — 7,154 INVESTMENT IN SUBSIDIARIES 27,712 2,636 — (30,348) — OTHER ASSETS 3,494 1,271 1,249 (3,225) 2,789 $ 34,643 $ 37,916 $ 13,802 $ (37,809) $ 48,552 LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES

Current portion of long-term debt $ — $ 9 $ 13 $ — $ 22 Accrued salaries and employee benefits 72 1,335 507 — 1,914 Accounts payable 10 1,411 1,439 (108) 2,752 Accrued expenses 991 1,522 717 — 3,230

Total current liabilities 1,073 4,277 2,676 (108) 7,918 LONG-TERM DEBT, LESS CURRENT PORTION 14,641 244 24 — 14,909 INTERCOMPANY PAYABLE — — 4,128 (4,128) — OTHER LONG-TERM LIABILITIES

Deferred income taxes — 5,472 238 (3,225) 2,485 Other liabilities 2,856 3,448 863 — 7,167

Total other long-term liabilities 2,856 8,920 1,101 (3,225) 9,652 STOCKHOLDERS’ INVESTMENT 16,073 24,475 5,873 (30,348) 16,073 $ 34,643 $ 37,916 $ 13,802 $ (37,809) $ 48,552

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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)Three Months Ended November 30, 2017

Parent Guarantor

Subsidiaries Non-guarantor

Subsidiaries Eliminations Consolidated REVENUES $ — $ 12,044 $ 4,362 $ (93) $ 16,313 OPERATING EXPENSES:

Salaries and employee benefits 35 4,439 1,268 — 5,742 Purchased transportation — 2,314 1,576 (50) 3,840 Rentals and landing fees 1 640 197 (3) 835 Depreciation and amortization — 649 107 — 756 Fuel — 746 72 — 818 Maintenance and repairs — 584 81 — 665 Intercompany charges, net (95) — 95 — — Other 59 1,592 784 (40) 2,395

— 10,964 4,180 (93) 15,051 OPERATING INCOME — 1,080 182 — 1,262 OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries 775 40 — (815) — Interest, net (130) 11 (5) — (124)Intercompany charges, net 132 (71) (61) — — Other, net (2) (8) 11 — 1

INCOME BEFORE INCOME TAXES 775 1,052 127 (815) 1,139 Provision for income taxes — 225 139 — 364

NET INCOME $ 775 $ 827 $ (12) $ (815) $ 775 COMPREHENSIVE INCOME $ 756 $ 817 $ (92) $ (815) $ 666

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(UNAUDITED)Three Months Ended November 30, 2016

Parent Guarantor



Salaries and employee benefits 29 4,161 1,163 — 5,353 Purchased transportation — 2,074 1,383 (26) 3,431 Rentals and landing fees 2 625 177 (2) 802 Depreciation and amortization — 634 106 — 740 Fuel — 584 74 — 658 Maintenance and repairs — 504 75 — 579 Intercompany charges, net (89) 38 51 — — Other 58 1,429 756 (42) 2,201

— 10,049 3,785 (70) 13,764 OPERATING INCOME — 948 219 — 1,167 OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries 700 54 — (754) — Interest, net (123) 4 — — (119)Intercompany charges, net 124 (64) (60) — — Other, net (1) (5) 36 — 30

INCOME BEFORE INCOME TAXES 700 937 195 (754) 1,078 Provision for income taxes — 291 87 — 378

NET INCOME $ 700 $ 646 $ 108 $ (754) $ 700 COMPREHENSIVE INCOME $ 682 $ 635 $ (112) $ (754) $ 451

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(UNAUDITED)Six Months Ended November 30, 2017

Parent Guarantor



Salaries and employee benefits 73 8,666 2,521 — 11,260 Purchased transportation — 4,377 3,040 (132) 7,285 Rentals and landing fees 2 1,267 388 (4) 1,653 Depreciation and amortization — 1,288 219 — 1,507 Fuel — 1,383 138 — 1,521 Maintenance and repairs — 1,186 154 — 1,340 Intercompany charges, net (211) 113 98 — — Other 136 3,068 1,542 (81) 4,665


Equity in earnings of subsidiaries 1,371 37 — (1,408) — Interest, net (259) 24 (3) — (238)Intercompany charges, net 263 (142) (121) — — Other, net (4) (16) — — (20)

INCOME BEFORE INCOME TAXES 1,371 2,166 (8) (1,408) 2,121 Provision for income taxes — 624 126 — 750

NET INCOME $ 1,371 $ 1,542 $ (134) $ (1,408) $ 1,371 COMPREHENSIVE INCOME $ 1,334 $ 1,536 $ (110) $ (1,408) $ 1,352

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Parent Guarantor



Salaries and employee benefits 65 8,267 2,332 — 10,664 Purchased transportation — 3,991 2,734 (54) 6,671 Rentals and landing fees 3 1,245 347 (3) 1,592 Depreciation and amortization — 1,245 234 — 1,479 Fuel — 1,162 146 — 1,308 Maintenance and repairs — 1,030 147 — 1,177 Intercompany charges, net (179) 100 79 — — Other 111 2,802 1,442 (83) 4,272


Equity in earnings of subsidiaries 1,415 110 — (1,525) — Interest, net (245) 13 — — (232)Intercompany charges, net 246 (145) (101) — — Other, net (1) (10) 32 — 21

INCOME BEFORE INCOME TAXES 1,415 2,026 304 (1,525) 2,220 Provision for income taxes — 671 134 — 805

NET INCOME $ 1,415 $ 1,355 $ 170 $ (1,525) $ 1,415 COMPREHENSIVE INCOME $ 1,378 $ 1,337 $ (31) $ (1,525) $ 1,159

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


Parent Guarantor


Subsidiaries Eliminations Consolidated CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (1,959) $ 3,504 $ (66) $ 19 $ 1,498 INVESTING ACTIVITIES

Capital expenditures — (2,474) (147) — (2,621)Business acquisitions, net of cash acquired — (44) — — (44)Proceeds from asset dispositions and other — 12 — — 12

CASH USED IN INVESTING ACTIVITIES — (2,506) (147) — (2,653)FINANCING ACTIVITIES

Net transfers from (to) Parent 947 (1,019) 72 — — Payment on loan between subsidiaries 167 — (167) — — Proceeds from short-term borrowings 250 — — — 250 Principal payments on debt — (18) (10) — (28)Proceeds from stock issuances 205 — — — 205 Dividends paid (268) — — — (268)Purchase of treasury stock (270) — — — (270)Other, net 3 — — — 3

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES 1,034 (1,037) (105) — (108)Effect of exchange rate changes on cash — 56 6 — 62 Net (decrease) increase in cash and cash equivalents (925) 17 (312) 19 (1,201)Cash and cash equivalents at beginning of period 1,884 325 1,807 (47) 3,969 Cash and cash equivalents at end of period $ 959 $ 342 $ 1,495 $ (28) $ 2,768

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


Parent Guarantor


Subsidiaries Eliminations Consolidated CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (376) $ 2,550 $ 473 $ (12) $ 2,635 INVESTING ACTIVITIES

Capital expenditures — (2,455) (226) — (2,681)Proceeds from asset dispositions and other 84 13 3 — 100

CASH USED IN INVESTING ACTIVITIES 84 (2,442) (223) — (2,581)FINANCING ACTIVITIES

Net transfers from (to) Parent 24 (94) 70 — — Payment on loan between subsidiaries 8 (15) 7 — — Intercompany dividends — 1 (1) — — Principal payments on debt — (31) (12) — (43)Proceeds from stock issuances 164 — — — 164 Dividends paid (213) — — — (213)Purchase of treasury stock (334) — — — (334)Other, net 4 (2) (7) — (5)

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (347) (141) 57 — (431)Effect of exchange rate changes on cash (5) 1 (94) — (98)Net (decrease) increase in cash and cash equivalents (644) (32) 213 (12) (475)Cash and cash equivalents at beginning of period 1,974 326 1,277 (43) 3,534 Cash and cash equivalents at end of period $ 1,330 $ 294 $ 1,490 $ (55) $ 3,059

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REPORT OF INDEPE NDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and StockholdersFedEx Corporation

We have reviewed the condensed consolidated balance sheet of FedEx Corporation as of November 30, 2017, and the related condensed consolidated statements of income andcomprehensive income for the three-month and six-month periods ended November 30, 2017 and November 30, 2016 and the condensed consolidated statements of cash flows for the six-month periods ended November 30, 2017 and November 30, 2016. 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 consistsprincipally 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 inaccordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statementstaken 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 conformitywith 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 FedEx Corporation asof May 31, 2017, and the related consolidated statements of income, comprehensive income, changes in stockholders’ investment, and cash flows for the year then ended (not presentedherein) and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated July 17, 2017. In our opinion, the accompanying condensedconsolidated balance sheet of FedEx Corporation as of May 31, 2017, 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, TennesseeDecember 20, 2017

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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”) describes the principal factors affecting the results of operations,liquidity, capital resources, contractual cash obligations and critical accounting estimates of FedEx Corporation (“FedEx”). This discussion should be read in conjunction with theaccompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended May 31, 2017 (“Annual Report”). Our AnnualReport includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results, as well as a detailed discussion of the mostsignificant risks and uncertainties associated with our financial condition and operating results.

We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, underthe respected FedEx brand. Our primary operating companies are Federal Express Corporation (“FedEx Express”), including TNT Express B.V. (“TNT Express”), the world’s largestexpress transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedExFreight, Inc. (“FedEx Freight”), a leading U.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedExCorporate Services, Inc. (“FedEx Services”), form the core of our reportable segments.

As noted in our Annual Report, beginning in the first quarter of 2018, we began to report TNT Express as part of the FedEx Express segment. Prior year amounts have been revised toconform to the current year presentation. See Note 6 of the accompanying unaudited condensed consolidated financial statements for further discussion.

Our FedEx Services segment provides sales, marketing, information technology, communications, customer service, technical support, billing and collection services and certain back-office support functions that support our transportation segments. In addition, the FedEx Services segment provides customers with retail access to FedEx Express and FedEx Groundshipping services through FedEx Office and Print Services, Inc. (“FedEx Office”). See “Reportable Segments” for further discussion. Additional information on our businesses can also befound in our Annual Report.

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 volumes of transportation services provided through our networks, primarily measured by our average daily volume and shipment weight and size;

• the mix of services purchased by our customers;

• the prices we obtain for our services, primarily measured by yield (revenue per package or pound or revenue per shipment or hundredweight for LTL freight shipments);

• our ability to manage our network capacity and 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 incremental fuel 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 basisconsistent 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 inrevenues and volume. The line item “Other operating expenses” predominantly includes costs associated with outside service contracts (such as security, facility services and cargohandling), insurance, professional fees, uniforms and taxes and licenses.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2018 or ended May 31 of the year referenced and comparisons are to the corresponding period ofthe prior year. References to our transportation segments include, collectively, the FedEx Express segment, the FedEx Ground segment and the FedEx Freight segment.

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RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

The following tables compare summary operating results and changes in revenue and operating income (dollars in millions, except per share amounts) for the periods ended November 30:

Three Months Ended Percent Six Months Ended Percent 2017 2016 Change 2017 2016 Change

Revenues $ 16,313 $ 14,931 9 $ 31,610 $ 29,594 7 Operating income:

FedEx Express segment 717 706 2 1,150 1,316 (13) FedEx Ground segment 521 465 12 1,147 1,075 7 FedEx Freight segment 118 88 34 294 223 32 Eliminations, corporate and other (94) (92) (2) (212) (183) (16)

Consolidated operating income 1,262 1,167 8 2,379 2,431 (2) Operating margin:

FedEx Express segment 7.7% 8.2% (50) bp 6.4% 7.7% (130) bpFedEx Ground segment 10.6% 10.5% 10 bp 12.0% 12.3% (30) bpFedEx Freight segment 6.7% 5.5% 120 bp 8.4% 6.9% 150 bp

Consolidated operating margin 7.7% 7.8% (10) bp 7.5% 8.2% (70) bpConsolidated net income $ 775 $ 700 11 $ 1,371 $ 1,415 (3) Diluted earnings per share $ 2.84 $ 2.59 10

$ 5.03 $ 5.24 (4)

Change in Revenue Change in Operating Income

Three MonthsEnded

Six MonthsEnded

Three MonthsEnded

Six MonthsEnded

FedEx Express segment $ 712 $ 904 $ 11 $ (166)FedEx Ground segment 510 859 56 72 FedEx Freight segment 165 259 30 71 FedEx Services segment 2 7 — — Eliminations, corporate and other (7) (13) (2) (29) $ 1,382 $ 2,016 $ 95 $ (52)

Overview

Our results improved in the second quarter of 2018 primarily due to increased yields, volume growth and the favorable net impact of fuel at all of our transportation segments. These factorswere partially offset by the continued impact of the NotPetya cyberattack described below. The cyberattack also drove declining results in the first half of 2018, which were partially offsetby the same positive factors noted above.

Our results were negatively impacted by the NotPetya cyberattack by an estimated $100 million or $0.31 per diluted share in the second quarter of 2018 and by an estimated $400 millionor $1.10 per diluted share in the first half of 2018, primarily from loss of revenue due to decreased shipments in the TNT Express network, as well as incremental costs to restoreinformation technology systems.

As previously announced, on June 27, 2017, the worldwide operations of TNT Express were significantly affected by the cyberattack known as NotPetya. Immediately following the attack,contingency plans were implemented to recover TNT Express operations and communications systems, and substantially all TNT Express services were fully restored during the firstquarter of 2018. All of TNT Express’s critical operational systems have now been fully restored, critical business data has been recovered and shipping services and solutions are back inplace. However, not all customers are shipping at pre-attack volume levels. For a description of the ongoing impact of the cyberattack, see the discussion under the heading “Outlook”below.

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We also incurred TNT Express integration expenses totaling an aggregate of $122 million ($91 million, net of tax, or $0.33 per dilu ted share) in the second quarter of 2018, a $64 millionincrease from the second quarter of 2017. TNT Express integration expenses were an aggregate $234 million ($173 million, net of tax, or $0.64 per diluted share) in the first half of 2018, a$108 milli on increase from the first half of 2017. The integration expenses are incremental costs directly associated with the integration of TNT Express, including professional and legalfees, salaries and wages, advertising expenses and travel. Internal salaries a nd wages are included only to the extent the individuals are assigned full time to integration activities. Thesecosts were incurred at FedEx Express and FedEx Corporation. The identification of these costs as integration-related expenditures is subject to our disclosure controls and procedures.

In addition, our results include a tax benefit of approximately $80 million ($0.29 per diluted share) in the second quarter of 2018 attributable to foreign tax credits associated with adividend paid from our foreign operations.

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The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected volume trends (in thousands) over the five most recent quarters:

(1) International domestic average daily package volume represents our international intra-country operations.

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The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected yield trends over the five most recent quarters:

(1) International domestic revenue per package represents our international intra-country operations.

Revenue

Revenues increased 9% in the second quarter and 7% in the first half of 2018 due to improved performance at all of our transportation segments. Revenues at FedEx Express increased 8%in the second quarter and 5% in the first half of 2018 due to improved base yields, volume growth and favorable exchange rates, which were partially offset by the loss of volume due to theNotPetya cyberattack. At FedEx Ground, revenues increased 12% in the second quarter and 10% in the first half of 2018 due to volume growth and increased yields. FedEx Freightrevenues increased 10% in the second quarter and 8% in the first half of 2018 due to higher LTL revenue per shipment and average daily LTL shipments. Higher fuel surcharges had apositive impact on revenues at all of our transportation segments in the second quarter and first half of 2018.

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Operating Expenses

The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the periods ended November 30:


Operating expenses: Salaries and employee benefits $ 5,742 $ 5,353 $ 11,260 $ 10,664 Purchased transportation 3,840 3,431 7,285 6,671 Rentals and landing fees 835 802 1,653 1,592 Depreciation and amortization 756 740 1,507 1,479 Fuel 818 658 1,521 1,308 Maintenance and repairs 665 579 1,340 1,177 Other 2,395 2,201 4,665 4,272

Total operating expenses $ 15,051 $ 13,764 $ 29,231 $ 27,163 Operating income $ 1,262 $ 1,167 $ 2,379 $ 2,431

Percent of Revenue Three Months Ended Six Months Ended 2017 2016 2017 2016

Operating expenses: Salaries and employee benefits 35.2 % 35.8 % 35.6 % 36.1 %Purchased transportation 23.6 23.0 23.1 22.5 Rentals and landing fees 5.1 5.4 5.2 5.4 Depreciation and amortization 4.6 5.0 4.8 5.0 Fuel 5.0 4.4 4.8 4.4 Maintenance and repairs 4.1 3.9 4.2 4.0 Other 14.7 14.7 14.8 14.4

Total operating expenses 92.3 92.2 92.5 91.8 Operating margin 7.7 % 7.8 % 7.5 % 8.2 % Operating margin declined in the second quarter and first half of 2018 primarily as a result of the NotPetya cyberattack discussed above and increased TNT Express integration expenses.

Purchased transportation costs increased 12% in the second quarter and 9% in the first half of 2018 primarily due to higher volumes at all of our transportation segments, higher rates atFedEx Ground and unfavorable exchange rates at FedEx Express. Salaries and employee benefits expense increased 7% in the second quarter and 6% in the first half of 2018 primarily dueto volume growth and merit increases at our transportation segments. Other expenses increased 9% in the second quarter and first half of 2018 primarily due to TNT Express integrationexpenses at FedEx Express and higher self-insurance reserves at FedEx Ground. Maintenance and repairs expense increased 15% in the second quarter and 14% in the first half of 2018primarily due to the timing of aircraft maintenance events at FedEx Express.

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Fuel

The following graph for our transportation segments shows our average cost of jet and vehicle fuel per gallon for the five most recent quarters:

Fuel expense increased 24% in the second quarter and 16% in the first half of 2018 primarily due to increased fuel prices. Fuel prices represent only one component of the two factors weconsider meaningful in understanding the impact of fuel on our business. Consideration must also be given to the fuel surcharge revenue we collect. Accordingly, we believe discussion ofthe 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 toprovide 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 effectfor the second quarter of 2018 and 2017 in the accompanying discussions of each of our transportation segments.

Effective February 6, 2017, FedEx Express and FedEx Ground fuel surcharges are adjusted on a weekly basis. The fuel surcharge is based on a weekly fuel price from two weeks prior tothe week in which it is assessed. The index used to determine the fuel surcharge percentage for our FedEx Freight business continues to adjust weekly. Some FedEx Express internationalfuel surcharges continue to incorporate a timing lag of approximately six to eight weeks.

Prior to February 6, 2017, our fuel surcharges for the FedEx Express and FedEx Ground businesses incorporated a timing lag of approximately six to eight weeks before they were adjustedfor changes in fuel prices. For example, the fuel surcharge index in effect at FedEx Express in January 2017 was set based on November 2016 fuel prices.

Beyond these factors, the manner in which we purchase fuel also influences the net impact of fuel on our results. For example, our contracts for jet fuel purchases at FedEx Express are tiedto various indices, including the U.S. Gulf Coast index. While many of these indices are aligned, each index may fluctuate at a different pace, driving variability in the prices paid for jetfuel. Furthermore, under these contractual arrangements, approximately 70% of our jet fuel is purchased based on the index price for the preceding week, with the remainder of ourpurchases tied to the index price for the preceding month, rather than based on daily spot rates. These contractual provisions mitigate the impact of rapidly changing daily spot rates on ourjet fuel purchases.

Because of the factors described above, our operating results may be affected should the market price of fuel suddenly change by a significant amount or change by amounts that do notresult in an adjustment in our fuel surcharges, which can significantly affect our earnings either positively or negatively in the short-term.

The net impact of fuel had a significant benefit to operating income in the second quarter and first half of 2018 as higher fuel surcharges more than offset increased fuel prices.

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 ofservices purchased by our customers. While fluctuations in fuel surcharge percentages can be significant from period to period, fuel surcharges represent one of the many individualcomponents 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 obtainfor these services and the level of pricing discounts offered.

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Income Taxes

Our effective tax rate was 32.0% for the second quarter and 35.4% for the first half of 2018, compared with 35.1% in the second quarter and 36.3% for the first half of 2017. The 2018effective tax rate benefited from foreign tax credits associated with a dividend paid from our foreign operations. We recognized approximately $80 million of this benefit in the secondquarter and the full-year benefit from this dividend will be considered in our annual effective tax rate for 2018. These benefits were partially offset by the effect of the cyberattack onlower-taxed foreign earnings, changes in uncertain tax positions and tax costs incurred in the first quarter of 2018 in connection with the integration of TNT Express. For a description ofpending U.S. tax legislation, see the “Outlook” section below.

We are subject to taxation in the United States and various U.S. state, local and foreign jurisdictions. We are currently under examination by the Internal Revenue Service for the 2014 and2015 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next twelve months and could result in a change in our balance ofunrecognized tax benefits. The expected impact of any changes would not be material to our consolidated financial statements. As of November 30, 2017, there were no material changes toour liabilities for unrecognized tax benefits from May 31, 2017.

Business Acquisition

On October 13, 2017, FedEx acquired Northwest Research, Inc., a leader in inventory research and management, for $50 million in cash from operations. The majority of the purchaseprice was allocated to property, plant and equipment. The financial results of this acquired business are included in the FedEx Services segment from the date of acquisition and were notmaterial to our results of operations.

Outlook

We expect yield and volume growth at all of our transportation segments to support revenue and earnings growth in the second half of 2018, prior to any mark-to-market benefit plansadjustment. In addition, we are implementing various cost reduction plans at FedEx Ground for the remainder of 2018. We expect ongoing, but diminishing, financial impacts from thecyberattack in the second half of 2018 in the form of lower revenues. However, we are highly focused on improving TNT Express revenues and volumes. Consequences and risksassociated with the ongoing impact of the cyberattack that could negatively impact results of operations and financial condition in the future, particularly if our continuing recovery effortsdo not proceed as expected, are described in Part II, Item 1A Risk Factors of this Quarterly Report on Form 10-Q. In addition, our third quarter and full-year 2018 results will be negativelyaffected by our TNT Express integration activities.

Our expectations for earnings growth in 2018 assumes moderate economic growth and continued recovery from the cyberattack.

During the remainder of 2018, we will continue to execute our TNT Express integration plans. The integration process is complex as it spans over 200 countries and involves combiningour pickup and delivery operations at a local level, our global and regional air and ground networks, and our extensive operations, customs clearance, sales and back-office informationtechnology systems. The integration is expected to be substantially complete by the end of 2020. We are targeting operating income improvement at the FedEx Express segment of $1.2billion to $1.5 billion in 2020 from 2017 assuming moderate economic growth, current accounting rules and U.S. tax laws and continued recovery from the NotPetya cyberattack. Thistarget includes TNT Express synergies, as well as base business and other operational improvements across the global FedEx Express network.

We expect the aggregate integration program expense, including restructuring charges at TNT Express, over the four years to be up to $1.4 billion and expect to incur approximately $450million of these costs during 2018. Our expected integration expenses have increased from our previous estimates of $350 million for 2018 and $800 million in total based on our decisionto accelerate the integration process and to increase investments to move TNT Express information technology, operations and commercial infrastructure to FedEx infrastructure due to therecent cyberattack at TNT Express. In addition, we have identified opportunities to improve the capabilities of the integrated business for future profitability, including in periods beyond2020. Further, a portion of the incremental integration expenses relate to the ongoing establishment of our new international corporate structure which will leverage synergies to maximizeour international profitability, ultimately benefiting our effective tax rate. The timing and amount of integration expenses and capital investments in any future period may change as weimplement our plans.

As of the date of this filing, Congress has passed and the President is expected to sign the Tax Cuts and Jobs Act of 2017 into law. If enacted, we estimate a tax benefit between $1.2 billionand $1.5 billion for 2018, primarily due to the revaluation of our net deferred tax liabilities as well as a lower tax rate on 2018 earnings.

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Other Outlook Matters. For details on key 2018 capital projects, refer to the “Liquidity Outlook” section of this MD&A.

FedEx Ground previously announced plans to implement the Independent Service Provider (“ISP”) model throughout its entire U.S. pickup and delivery network, including the 29 statesthat had not yet begun transitioning to the ISP model. The transition to the ISP model in these 29 states is being accomplished on a district-by-district basis and is expected to be completedin the second half of calendar 2020. As of November 30, 2017, 64% of FedEx Ground volume was being delivered by small businesses operating under the ISP model. The costs associatedwith these transitions will be recognized in the periods incurred and are not expected to be material to any future quarter.

See “Forward-Looking Statements” for a discussion of these and other potential risks and uncertainties that could materially affect our future performance.

RECENT ACCOUNTING GUIDANCE

New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements. We believe the following new accountingguidance is relevant to the readers of our financial statements.

During the first quarter of 2018, we early adopted the Accounting Standards Update issued by the Financial Accounting Standards Board (“FASB”) related to Intra-Entity Transfers ofAssets Other Than Inventory. This update requires companies to recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs, asopposed to when the assets are ultimately sold to an outside party. This new guidance had a minimal impact on our accounting and financial reporting for the second quarter and first half of2018.

On May 28, 2014, the FASB and International Accounting Standards Board issued a new accounting standard that will supersede virtually all existing revenue recognition guidance undergenerally accepted accounting principles in the United States. This standard will be effective for us beginning June 1, 2018 (fiscal 2019). The fundamental principles of the new guidanceare that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenue recognized reflects the considerationthat a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. We are continuing to complete theassessment of the impact this new standard will have on our consolidated financial statements and related disclosures, including ongoing contract reviews. We do not anticipate that the newguidance will have a material impact on our revenue recognition policies, practices or systems.

On February 25, 2016, the FASB issued a new lease accounting standard which requires lessees to put most leases on their balance sheets but recognize the expenses in their incomestatements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset forthe right to use the underlying asset for the lease term. Expenses related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to befinancing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. Based on our leaseportfolio, we currently anticipate recognizing a lease liability and related right-of-use asset on the balance sheet in excess of $13 billion with an immaterial impact on our income statementcompared to the current lease accounting model. However, the ultimate impact of the standard will depend on the company’s lease portfolio as of the adoption date. We are currently in theprocess of evaluating our existing lease portfolios, including accumulating all of the necessary information required to properly account for the leases under the new standard. Additionally,we are implementing an enterprise-wide lease management system to assist in the accounting and are evaluating additional changes to our processes and internal controls to ensure we meetthe standard’s reporting and disclosure requirements. These changes will be effective for our fiscal year beginning June 1, 2019 (fiscal 2020), with a modified retrospective adoptionmethod to the beginning of 2018.

In March 2017, the FASB issued an Accounting Standards Update that changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the netperiodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The othercomponents of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. This standard willimpact our operating income but will have no impact on our net income or earnings per share. For example, adoption of this guidance would have reduced operating income by $146million in the second quarter and $292 million in the first half of 2018, and by $112 million in the second quarter and $224 million in the first half of 2017, but would not have impactedour net income in these periods. This new guidance will be effective for our fiscal year beginning June 1, 2018 (fiscal 2019) and will be applied retrospectively.

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REPORTABLE SEGMENTS

FedEx Express, FedEx Ground and FedEx Freight represent our major service lines and, along with FedEx Services, form the core of our reportable segments. Our reportable segmentsinclude the following businesses: FedEx Express Segment FedEx Express (express transportation) TNT Express (international express transportation, small-package ground delivery and freight transportation) FedEx Trade Networks (air and ocean freight forwarding, customs brokerage and cross-border enablement technology and

solutions) FedEx Ground Segment FedEx Ground (small-package ground delivery) FedEx Supply Chain (third-party logistics)

FedEx Freight Segment FedEx Freight (LTL freight transportation) FedEx Custom Critical (time-critical transportation) FedEx Services Segment FedEx Services (sales, marketing, information technology, communications, customer service, technical support, billing and

collection services and back-office functions) FedEx Office (document and business services and package acceptance)

FEDEX SERVICES SEGMENT

The line item “Intercompany charges” on the accompanying unaudited condensed consolidated financial statements of our transportation segments reflects the allocations from the FedExServices segment to the respective transportation segments. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided.

The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment (includingthe net operating results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment allocation,the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. We review and evaluate theperformance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated basedon the impact of its total allocated net operating costs on our transportation segments. We believe these allocations approximate the net cost of providing these functions. Our allocationmethodologies are refined periodically, as necessary, to reflect changes in our businesses.

ELIMINATIONS, CORPORATE AND OTHER

Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based onnegotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Suchintersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information, because the amounts are not material.

Corporate and other includes corporate headquarters costs for executive officers and certain legal and financial functions, as well as certain other costs and credits not attributed to our corebusiness. These costs are not allocated to the business segments.

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FEDEX EXPRESS SEGMENT

FedEx Express offers a wide range of U.S. domestic and international shipping services for delivery of packages and freight including priority, deferred or economy services, whichprovide delivery on a time-definite or day-definite basis. As discussed in our Annual Report, we are reporting TNT Express as part of the FedEx Express segment. Prior year amounts havebeen revised to conform to the current year presentation. The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income (dollarsin millions) and operating margin for the periods ended November 30:


Revenues: Package: U.S. overnight box $ 1,787 $ 1,709 5 $ 3,537 $ 3,431 3 U.S. overnight envelope 432 422 2 882 865 2 U.S. deferred 922 834 11 1,800 1,644 9 Total U.S. domestic package revenue 3,141 2,965 6 6,219 5,940 5

International priority 1,839 1,762 4 3,580 3,477 3 International economy 815 716 14 1,585 1,409 12 Total international export package revenue 2,654 2,478 7 5,165 4,886 6

International domestic (1) 1,214 1,088 12 2,258 2,103 7 Total package revenue 7,009 6,531 7 13,642 12,929 6

Freight: U.S. 688 612 12 1,301 1,228 6 International priority 560 476 18 1,030 925 11 International economy 481 419 15 862 828 4 International airfreight 90 93 (3) 173 186 (7)

Total freight revenue 1,819 1,600 14 3,366 3,167 6 Other (2) 526 511 3 998 1,006 (1)

Total revenues 9,354 8,642 8 18,006 17,102 5 Operating expenses: Salaries and employee benefits 3,321 3,114 7 6,517 6,223 5 Purchased transportation 1,502 1,352 11 2,868 2,677 7 Rentals and landing fees 498 485 3 988 972 2 Depreciation and amortization 412 412 — 829 832 — Fuel 703 565 24 1,306 1,120 17 Maintenance and repairs 447 379 18 907 772 17 Intercompany charges 505 468 8 993 930 7 Other 1,249 1,161 8 2,448 2,260 8

Total operating expenses 8,637 7,936 9 16,856 15,786 7 Operating income $ 717 $ 706 2 $ 1,150 $ 1,316 (13) Operating margin 7.7% 8.2% (50) bp 6.4% 7.7% (130) bp(1) International domestic revenues represent our international intra-country operations.

(2) Includes FedEx Trade Networks.

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Percent of Revenue Three Months Ended Six Months Ended 2017 2016 2017 2016 Operating expenses:

Salaries and employee benefits 35.5 % 36.0 % 36.2 % 36.4 %Purchased transportation 16.1 15.7 15.9 15.7 Rentals and landing fees 5.3 5.6 5.5 5.7 Depreciation and amortization 4.4 4.8 4.6 4.9 Fuel 7.5 6.5 7.3 6.5 Maintenance and repairs 4.8 4.4 5.0 4.5 Intercompany charges 5.4 5.4 5.5 5.4 Other 13.3 13.4 13.6 13.2

Total operating expenses 92.3 91.8 93.6 92.3 Operating margin 7.7 % 8.2 % 6.4 % 7.7 %

The following table compares selected statistics (in thousands, except yield amounts) for the periods ended November 30:


Package Statistics (1) Average daily package volume (ADV):

U.S. overnight box 1,248 1,283 (3) 1,217 1,269 (4)U.S. overnight envelope 547 557 (2) 552 563 (2)U.S. deferred 938 866 8 907 845 7

Total U.S. domestic ADV 2,733 2,706 1 2,676 2,677 — International priority 544 538 1 523 519 1 International economy 277 259 7 265 248 7

Total international export ADV 821 797 3 788 767 3 International domestic (2) 2,830 2,696 5 2,622 2,500 5

Total ADV 6,384 6,199 3 6,086 5,944 2 Revenue per package (yield):

U.S. overnight box $ 22.73 $ 21.15 7 $ 22.70 $ 21.13 7 U.S. overnight envelope 12.53 12.00 4 12.48 11.98 4 U.S. deferred 15.58 15.30 2 15.51 15.21 2

U.S. domestic composite 18.24 17.39 5 18.15 17.33 5 International priority 53.67 52.06 3 53.47 52.41 2 International economy 46.77 43.80 7 46.86 44.28 6

International export composite 51.34 49.37 4 51.25 49.78 3 International domestic (2) 6.81 6.40 6 6.73 6.57 2

Composite package yield 17.43 16.72 4 17.51 16.99 3 Freight Statistics (1)

Average daily freight pounds: U.S. 8,475 8,177 4 8,095 8,121 — International priority 5,706 5,417 5 5,300 5,099 4 International economy 13,231 12,593 5 11,733 11,863 (1)International airfreight 2,016 1,959 3 1,895 1,913 (1)

Total average daily freight pounds 29,428 28,146 5 27,023 26,996 — Revenue per pound (yield):

U.S. $ 1.29 $ 1.19 8 $ 1.26 $ 1.18 7 International priority 1.56 1.39 12 1.52 1.42 7 International economy 0.58 0.53 9 0.57 0.55 4 International airfreight 0.71 0.76 (7) 0.71 0.76 (7)

Composite freight yield 0.98 0.90 9 0.97 0.92 5

(1) Package and freight statistics include only the operations of FedEx Express and TNT Express.

(2) International domestic statistics represent our international intra-country operations.

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FedEx Express Segment Revenues

FedEx Express segment revenues increased 8% in the second quarter and 5% in the first half of 2018 primarily due to improved base yields and growth in international services, as well ashigher fuel surcharges and favorable exchange rates. These factors were partially offset by the NotPetya cyberattack discussed above.

U.S. domestic package yields increased 5% in the second quarter and the first half of 2018 primarily due to higher base rates and fuel surcharges. U.S. domestic average daily volumeincreased 1% in the second quarter and remained flat in the first half of 2018 driven by our U.S. deferred service, offset by declines in our overnight service offerings. International exportpackage yields increased 4% in the second quarter and 3% in the first half of 2018 due to higher fuel surcharges, favorable exchange rates and favorable service mix, partially offset bylower base rates. International export average daily volumes increased 3% in the second quarter and the first half of 2018 primarily due to increased international economy shipments,partially offset by the decrease in volume due to the NotPetya cyberattack. Freight yields increased 9% in the second quarter and 5% in the first half of 2018 primarily due to higher baserates, higher fuel surcharges and favorable exchange rates. Freight average daily pounds increased 5% in the second quarter of 2018 primarily due to higher international volume, partiallyoffset by the NotPetya cyberattack.

Our U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the periods ended November 30:


U.S. Domestic and Outbound Fuel Surcharge: Low 4.42% 2.00% 2.21% 0.96%High 4.87 2.28 4.87 2.53 Weighted-average 4.63 2.09 3.67 1.96

International Fuel Surcharges: Low 5.65 2.11 3.38 1.16 High 12.16 9.33 13.75 9.51 Weighted-average 10.54 7.20 9.66 7.12

On September 18, 2017, FedEx Express announced a 4.9% average list price increase for U.S. domestic, U.S. export and U.S. import services effective January 1, 2018. Effective February6, 2017, FedEx Express fuel surcharges are adjusted on a weekly basis compared to the previous monthly adjustment. On January 2, 2017, FedEx Express implemented a 3.9% average listprice increase for U.S. domestic, U.S. export and U.S. import services and a change to the U.S. domestic dimensional weight divisor.

FedEx Express Segment Operating Income

FedEx Express operating income increased in the second quarter of 2018 due to higher revenues, the positive net impact of fuel and continued cost efficiencies. However, impacts from theNotPetya cyberattack and higher TNT Express integration expenses drove a decline in operating margin in the second quarter and also drove a decline in operating income and margin inthe first half of 2018.

The NotPetya cyberattack negatively affected results by an estimated $100 million in the second quarter and $400 million in the first half of 2018. Results also included $96 million of TNTExpress integration expenses in the second quarter and $184 million in the first half of 2018, a $68 million increase from the second quarter and $114 million increase from the first half of2017.

Salaries and employee benefits increased 7% in the second quarter and 5% in the first half of 2018 primarily due to merit increases, increased volume and unfavorable exchange rates.Purchased transportation increased 11% in the second quarter and 7% in the first half of 2018 due to increased volume and unfavorable exchange rates. Other expenses increased 8% in thesecond quarter and first half of 2018 due to increased outside service contracts primarily related to the NotPetya cyberattack, TNT Express integration expenses and unfavorable exchangerates. Maintenance and repairs increased 18% in the second quarter and 17% in the first half of 2018 due primarily to the timing of aircraft maintenance events.

Fuel expense increased 24% in the second quarter and 17% in the first half of 2018 due to increased fuel prices. However, the net impact of fuel had a moderate benefit to operating incomein the second quarter and first half of 2018 as higher fuel surcharges more than offset increased fuel prices. See the “Fuel” section of this MD&A for a description and additional discussionof the net impact of fuel on our operating results.

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FEDEX GROUND SEGMENT

FedEx Ground service offerings include day-certain delivery to businesses in the U.S. and Canada and to 100% of U.S. residences. The following tables compare revenues, operatingexpenses, operating expenses as a percent of revenue, operating income (dollars in millions), operating margin and selected package statistics (in thousands, except yield amounts) for theperiods ended November 30:


Revenues: FedEx Ground $ 4,521 $ 4,015 13 $ 8,762 $ 7,906 11 FedEx Supply Chain 408 404 1 806 803 —

Total revenues 4,929 4,419 12 9,568 8,709 10 Operating expenses:

Salaries and employee benefits 919 820 12 1,755 1,586 11 Purchased transportation 2,100 1,861 13 3,959 3,553 11 Rentals 207 189 10 408 370 10 Depreciation and amortization 177 168 5 350 331 6 Fuel 4 3 33 6 5 20 Maintenance and repairs 85 78 9 167 154 8 Intercompany charges 362 328 10 716 653 10 Other 554 507 9 1,060 982 8

Total operating expenses 4,408 3,954 11 8,421 7,634 10 Operating income $ 521 $ 465 12 $ 1,147 $ 1,075 7 Operating margin 10.6% 10.5% 10 bp 12.0% 12.3% (30) bpAverage daily package volume

FedEx Ground 8,576 8,005 7 8,125 7,692 6 Revenue per package (yield)

FedEx Ground $ 8.35 $ 7.95 5 $ 8.41 $ 8.02 5

Percent of Revenue Three Months Ended Six Months Ended 2017 2016 2017 2016 Operating expenses:

Salaries and employee benefits 18.6 % 18.5 % 18.3 % 18.2 %Purchased transportation 42.6 42.1 41.4 40.8 Rentals 4.2 4.3 4.3 4.2 Depreciation and amortization 3.6 3.8 3.6 3.8 Fuel 0.1 0.1 0.1 0.1 Maintenance and repairs 1.7 1.8 1.7 1.8 Intercompany charges 7.4 7.4 7.5 7.5 Other 11.2 11.5 11.1 11.3


FedEx Ground Segment Revenues

FedEx Ground segment revenues increased 12% in the second quarter and 10% in the first half of 2018 due to volume growth and increased yields. Average daily volume at FedEx Groundincreased 7% in the second quarter and 6% in the first half of 2018 due to continued growth in our residential and commercial services. FedEx Ground yield increased 5% during thesecond quarter and first half of 2018 primarily driven by higher base rates in our commercial services and higher fuel surcharges.

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The FedEx Ground fuel surcharge is based on a rounded average of the national U.S. on-highway average price for a gallo n of diesel fuel, as published by the Department of Energy. Ourfuel surcharge ranged as follows for the periods ended November 30:


Low 4.50% 3.80% 4.00% 3.30%High 5.25 4.00 5.25 4.00 Weighted-average 5.02 3.90 4.68 3.80

On September 18, 2017, FedEx Ground announced a 4.9% average list price increase effective January 1, 2018. In addition, as announced on September 18, 2017, dimensional weightpricing will apply to all FedEx SmartPost shipments effective January 22, 2018. Effective February 6, 2017, FedEx Ground fuel surcharges are adjusted on a weekly basis compared to theprevious monthly adjustment. On January 2, 2017, FedEx Ground implemented a 4.9% average list price increase and a change to the U.S. domestic dimensional weight divisor. OnJanuary 4, 2016, FedEx Ground implemented a 4.9% increase in average list price.

FedEx Ground Segment Operating Income

FedEx Ground segment operating income increased 12% in the second quarter and 7% in the first half of 2018 due to volume growth and increased yields. Higher purchased transportation,network expansion and staffing costs and increased self-insurance reserves partially offset these benefits and also drove the operating margin decline in the first half of 2018.

Purchased transportation expense increased 13% in the second quarter and 11% in the first half of 2018 primarily due to higher volumes and increased rates. Salaries and employee benefitsexpense increased 12% in the second quarter and 11% in the first half of 2018 primarily due to additional staffing to support volume growth, network expansion and merit increases. Otherexpense increased 9% in the second quarter and 8% in the first half of 2018 due to higher self-insurance reserves. Intercompany charges increased 10% in the second quarter and first halfof 2018 due to higher allocated information technology and marketing and sales costs. Rentals and depreciation and amortization expense increased 8% in the second quarter and first halfof 2018 due to network expansion.

Independent Contractor Model

FedEx Ground is involved in lawsuits and administrative proceedings claiming that owner-operators engaged under a contractor model no longer in use should have been treated asemployees of FedEx Ground, rather than independent contractors. In addition, we are defending joint-employer cases where it is alleged that FedEx Ground should be treated as anemployer of the drivers employed by owner-operators engaged by FedEx Ground. These cases are in varying stages of litigation. We will continue to vigorously defend ourselves in theseproceedings and continue to believe that owner-operators engaged by FedEx Ground are properly classified as independent contractors and that FedEx Ground is not an employer of thedrivers employed by these owner-operators. For additional information on the FedEx Ground Independent Service Provider model, see “Other Outlook Matters” under Consolidated Results of this MD&A.

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FEDEX FREIGHT SEGMENT

FedEx Freight service offerings include priority services when speed is critical and economy services when time can be traded for savings. The following tables compare revenues,operating expenses, operating expenses as a percent of revenue, operating income (dollars in millions), operating margin and selected statistics for the periods ended November 30: Three Months Ended Percent Six Months Ended Percent 2017 2016 Change 2017 2016 Change Revenues $ 1,762 $ 1,597 10 $ 3,514 $ 3,255 8 Operating expenses:

Salaries and employee benefits 828 761 9 1,630 1,533 6 Purchased transportation 271 250 8 529 509 4 Rentals 37 35 6 73 65 12 Depreciation and amortization 73 66 11 142 130 9 Fuel 112 92 22 209 183 14 Maintenance and repairs 60 55 9 117 109 7 Intercompany charges 128 124 3 254 250 2 Other 135 126 7 266 253 5

Total operating expenses 1,644 1,509 9 3,220 3,032 6 Operating income $ 118 $ 88 34 $ 294 $ 223 32 Operating margin 6.7% 5.5% 120 bp 8.4% 6.9% 150 bpAverage daily LTL shipments (in thousands)

Priority 76.3 72.7 5 75.3 72.6 4 Economy 32.3 31.4 3 32.0 31.9 —

Total average daily LTL shipments 108.6 104.1 4 107.3 104.5 3 Weight per LTL shipment (lbs)

Priority 1,201 1,165 3 1,192 1,171 2 Economy 1,153 1,113 4 1,150 1,105 4

Composite weight per LTL shipment 1,187 1,149 3 1,180 1,151 3 LTL revenue per shipment

Priority $ 232.25 $ 220.34 5 $ 229.17 $ 218.89 5 Economy 286.35 261.28 10 281.64 258.26 9

Composite LTL revenue per shipment $ 248.36 $ 232.70 7 $ 244.81 $ 230.90 6 LTL yield (revenue per hundredweight)

Priority $ 19.34 $ 18.92 2 $ 19.22 $ 18.70 3 Economy 24.84 23.48 6 24.49 23.37 5

Composite LTL yield $ 20.93 $ 20.25 3 $ 20.75 $ 20.07 3 Percent of Revenue Three Months Ended Six Months Ended 2017 2016 2017 2016 Operating expenses:

Salaries and employee benefits 47.0 % 47.6 % 46.4 % 47.1 %Purchased transportation 15.4 15.7 15.1 15.6 Rentals 2.1 2.2 2.1 2.0 Depreciation and amortization 4.1 4.1 4.0 4.0 Fuel 6.3 5.8 5.9 5.6 Maintenance and repairs 3.4 3.4 3.3 3.3 Intercompany charges 7.3 7.8 7.2 7.7 Other 7.7 7.9 7.6 7.8


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FedEx Freight Segment Revenues

FedEx Freight segment revenues increased 10% in the second quarter and 8% in the first half of 2018 primarily due to higher LTL revenue per shipment and average daily LTL shipments.LTL revenue per shipment increased 7% in the second quarter and 6% in the first half of 2018 primarily due to higher base rates driven by our ongoing yield management initiatives andhigher fuel surcharges. Average daily LTL shipments increased 4% in the second quarter and 3% in the first half of 2018 due to higher demand for our LTL service offerings.

The indexed LTL fuel surcharge is based on the average of the national U.S. on-highway average prices for a gallon of diesel fuel, as published by the Department of Energy. The indexedLTL fuel surcharge ranged as follows for the periods ended November 30:

Three Months Ended Six Months Ended 2017 2016 2017 2016 Low 22.40% 20.50% 20.90% 20.20%High 23.20 21.00 23.20 21.00 Weighted-average 22.70 20.75 21.96 20.64

On September 18, 2017, FedEx Freight announced a 4.9% average increase in certain U.S. and other shipping rates effective January 1, 2018. On January 2, 2017, FedEx Freightimplemented a 4.9% average increase in certain U.S. and other shipping rates.

FedEx Freight Segment Operating Income

FedEx Freight segment operating income increased 34% in the second quarter and 32% in the first half of 2018 primarily driven by higher LTL revenue per shipment. Salaries andemployee benefits increased 9% in the second quarter and 6% in the first half of 2018 driven primarily by higher staffing levels to support volume growth and merit increases. Purchasedtransportation increased 8% in the second quarter and 4% in the first half of 2018 due to higher volumes and increased rates, which were partially offset by the movement of certainservices within FedEx Custom Critical to the FedEx Ground segment.

Fuel expense increased 22% in the second quarter and 14% in the first half of 2018 due to higher fuel prices. The net impact of fuel had a slight benefit to operating income in the secondquarter and first half of 2018 as higher fuel surcharges more than offset increased fuel prices.

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FINANCIAL CONDITION

LIQUIDITY

Cash and cash equivalents totaled $2.8 billion at November 30, 2017, compared to $4.0 billion at May 31, 2017. The following table provides a summary of our cash flows for the six-month periods ended November 30 (in millions):

2017 2016 Operating activities:

Net income $ 1,371 $ 1,415 Noncash charges and credits 2,053 1,968 Gain from sale of investment — (35)Changes in assets and liabilities (1,926) (713)

Cash provided by operating activities 1,498 2,635 Investing activities:

Capital expenditures (2,621) (2,681)Business acquisitions, net of cash acquired (44) — Proceeds from asset dispositions and other 12 100

Cash used in investing activities (2,653) (2,581)Financing activities:

Proceeds from short-term borrowings 250 — Principal payments on debt (28) (43)Proceeds from stock issuances 205 164 Dividends paid (268) (213)Purchase of treasury stock (270) (334)Other 3 (5)

Cash used in financing activities (108) (431)Effect of exchange rate changes on cash 62 (98)Net decrease in cash and cash equivalents $ (1,201) $ (475)Cash and cash equivalents at the end of period $ 2,768 $ 3,059

Cash flows from operating activities decreased $1.1 billion in the first half of 2018 primarily due to the NotPetya cyberattack, higher income tax payments, pension contributions and thepayment of a previously accrued legal settlement. Capital expenditures decreased slightly during the first half of 2018 primarily due to lower spending related to package handling andground support equipment at FedEx Ground and FedEx Express, partially offset by increased facilities and other at FedEx Ground. See “Capital Resources” for a discussion of capitalexpenditures during 2018 and 2017.

During the second quarter of 2018, we issued $250 million of commercial paper, providing us with additional short-term liquidity flexibility. Upon maturity in January 2018, we will re-evaluate our short-term liquidity needs and assess whether to issue additional commercial paper in order to maintain this short-term liquidity flexibility.

On January 26, 2016, our Board of Directors approved a share repurchase program of up to 25 million shares. During the second quarter of 2018, we repurchased 0.8 million shares ofFedEx common stock at an average price of $220.67 per share for a total of $184 million. During the first half of 2018, we repurchased 1.2 million shares of FedEx common stock at anaverage price of $216.45 per share for a total of $270 million. As of November 30, 2017, 14.8 million shares remained under the share repurchase authorization. Shares under the currentrepurchase program may be repurchased from time to time in the open market or in privately negotiated transactions. The timing and volume of repurchases are at the discretion ofmanagement, based on the capital needs of the business, the market price of FedEx common stock and general market conditions. No time limit was set for the completion of the program,and the program may be suspended or discontinued at any time.

CAPITAL RESOURCES

Our operations are capital intensive, characterized by significant investments in aircraft, vehicles, technology, facilities, and package handling and sort equipment. The amount and timingof capital additions depend on various factors, including pre-existing contractual commitments, anticipated volume growth, domestic and international economic conditions, new orenhanced services, geographical expansion of services, availability of satisfactory financing, tax laws and actions of regulatory authorities.

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The following table compares capital expenditures by asset category and reportable segment for the periods ended November 30 (in millions): Percent Change 2017/2016

Three Months Ended Six Months Ended Three Months Six Months 2017 2016 2017 2016 Ended Ended Aircraft and related equipment $ 629 $ 443 $ 1,040 $ 1,035 42 — Package handling and ground support equipment 217 326 414 524 (33) (21)Vehicles 390 369 511 518 6 (1)Information technology 135 119 261 278 13 (6)Facilities and other 206 209 395 326 (1) 21

Total capital expenditures $ 1,577 $ 1,466 $ 2,621 $ 2,681 8 (2)FedEx Express segment $ 873 $ 723 $ 1,455 $ 1,555 21 (6)FedEx Ground segment 420 504 747 740 (17) 1 FedEx Freight segment 172 162 199 208 6 (4)FedEx Services segment 112 77 220 178 45 24

Total capital expenditures $ 1,577 $ 1,466 $ 2,621 $ 2,681 8 (2) Capital expenditures decreased slightly during the first half of 2018 primarily due to lower spending related to package handling and ground support equipment at FedEx Ground andFedEx Express, partially offset by increased facilities and other at FedEx Ground. Aircraft and related equipment purchases at FedEx Express during the first half of 2018 included thedelivery of six Boeing 767-300 Freighter aircraft and three Boeing 777 Freighter aircraft.

LIQUIDITY OUTLOOK

We believe that our cash and cash equivalents, cash flow from operations and available financing sources are adequate to meet our liquidity needs, including working capital, capitalexpenditure requirements and debt payment obligations. Our cash and cash equivalents balance at November 30, 2017 included $1.1 billion of cash in foreign jurisdictions associated withour permanent reinvestment strategy. We do not believe that the indefinite reinvestment of these funds impairs our ability to meet our domestic debt or working capital obligations.Although we expect higher capital expenditures in 2018, we anticipate that our cash flow from operations will be sufficient to fund these expenditures. Historically, we have beensuccessful in obtaining unsecured financing, from both domestic and international sources, although the marketplace for such investment capital can become restricted depending on avariety of economic factors.

Our capital expenditures are expected to be approximately $5.9 billion in 2018 and include spending for aircraft and aircraft-related equipment at FedEx Express, sort facility expansion,primarily at FedEx Ground, and new and replacement vehicles at all of our transportation segments. We expect to invest an additional $1.2 billion for aircraft and aircraft-related equipmentduring the remainder of 2018. However, we may increase our capital expenditures in 2018 if the Tax Cuts and Jobs Act of 2017 is enacted.

During the second quarter of 2018, FedEx Express entered into an agreement to purchase 50 Cessna SkyCourier 408 aircraft with options to purchase up to 50 additional CessnaSkyCourier 408 aircraft. The 50 firm-order Cessna SkyCourier 408 aircraft are expected to be delivered from fiscal 2021 through 2024.

During the second quarter of 2018, FedEx Express entered into an agreement to purchase 30 ATR 72-600F aircraft with options to purchase up to 20 additional ATR 72-600F aircraft. The30 firm-order ATR 72-600F aircraft are expected to be delivered from fiscal 2021 through 2026.

We have a shelf registration statement filed with the Securities and Exchange Commission (“SEC”) that allows us to sell, in one or more future offerings, any combination of our unsecureddebt securities and common stock.

We have a five-year $1.75 billion revolving credit facility that expires in November 2020. See Note 3 of the accompanying unaudited condensed consolidated financial statements for adescription of the term and significant covenants of our revolving credit facility.

During the first half of 2018, we made contributions totaling $750 million to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”), of which $268 million were required.We expect to make an additional $250 million contribution to our U.S. Pension Plans during 2018. Our U.S. Pension Plans have ample funds to meet expected benefit payments.

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Standard & Poor’s has assig ned us a senior unsecured debt credit rating of BBB and commercial paper rating of A-2 and a ratings outlook of “stable.” Moody’s Investors Service hasassigned our unsecured debt a credit rating of Baa2 and our commercial paper a rating of P-2 and a ratin gs outlook of “stable.” If our credit ratings drop, our interest expense may increase.If our commercial paper ratings drop below current levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debt credit ratings drop below investmentgrade, our access to financing may become limited.

CONTRACTUAL CASH OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The following table sets forth a summary of our contractual cash obligations as of November 30, 2017. Certain of these contractual obligations are reflected in our balance sheet, whileothers are disclosed as future obligations under accounting principles generally accepted in the United States. Except for the current portion of interest on long-term debt, this table does notinclude amounts already recorded in our balance sheet as current liabilities at November 30, 2017. We have certain contingent liabilities that are not accrued in our balance sheet inaccordance with accounting principles generally accepted in the United States. These contingent liabilities are not included in the table below. We have other long-term liabilities reflectedin our balance sheet, including deferred income taxes, qualified and nonqualified pension and postretirement healthcare plan liabilities and other self-insurance accruals. The paymentobligations associated with these liabilities are not reflected in the table below due to the absence of scheduled maturities. Accordingly, this table is not meant to represent a forecast of ourtotal cash expenditures for any of the periods presented.

Payments Due by Fiscal Year (Undiscounted)

(in millions)

2018 (1) 2019 2020 2021 2022 Thereafter Total Operating activities:

Operating leases $ 1,448 $ 2,357 $ 2,060 $ 1,826 $ 1,649 $ 8,921 $ 18,261 Non-capital purchase obligations and other 426 677 524 385 234 492 2,738 Interest on long-term debt 291 546 484 472 472 8,719 10,984 Quarterly contributions to our U.S. Pension Plans 15 — — — — — 15

Investing activities: Aircraft and aircraft-related capital commitments 870 1,723 1,965 1,488 1,451 3,334 10,831 Other capital purchase obligations 66 2 1 1 1 7 78

Financing activities: Debt 3 1,350 997 — — 12,928 15,278

Total $ 3,119 $ 6,655 $ 6,031 $ 4,172 $ 3,807 $ 34,401 $ 58,185

(1) Cash obligations for the remainder of 2018.

Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Such purchaseorders often represent authorizations to purchase rather than binding agreements. See Note 7 of the accompanying unaudited condensed consolidated financial statements for moreinformation.

Operating Activities

The amounts reflected in the table above for operating leases represent future minimum lease payments under noncancelable operating leases (principally aircraft and facilities) with aninitial or remaining term in excess of one year at November 30, 2017.

Included in the table above within the caption entitled “Non-capital purchase obligations and other” is our estimate of the current portion of the liability ($38 million) for uncertain taxpositions and amounts for purchase obligations that represent noncancelable agreements to purchase goods or services that are not capital related. Such contracts include those for printingand advertising and promotions contracts. We cannot reasonably estimate the timing of the long-term payments or the amount by which the liability for uncertain tax positions will increaseor decrease over time; therefore, the long-term portion of the liability for uncertain tax positions ($39 million) is excluded from the table.

The amounts reflected in the table above for interest on long-term debt represent future interest payments due on our long-term debt.

We had $684 million in deposits and progress payments as of November 30, 2017 on aircraft purchases and other planned aircraft-related transactions.

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Investing Activities

The amounts reflected in the table above for capital purchase obligations represent noncancelable agreements to purchase capital-related equipment. Such contracts include those for certainpurchases of aircraft, aircraft modifications, vehicles, facilities, computers and other equipment.

Financing Activities

The amounts reflected in the table above for long-term debt represent future scheduled principal payments on our long-term debt.

Additional information on amounts included within the operating, investing and financing activities captions in the table above can be found in our Annual Report.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make significant judgments and estimatesto develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thoroughprocess to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a complex,global corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and new or better information.

GOODWILL. Goodwill is tested for impairment between annual tests whenever events or circumstances make it more likely than not that the fair value of a reporting unit has fallen belowits carrying value. We do not believe there has been any other change of events or circumstances that would indicate that a reevaluation of the goodwill of our reporting units is required asof November 30, 2017, nor do we believe the goodwill of our reporting units is at risk of failing impairment testing. For additional details on goodwill impairment testing, refer to Note 1 ofour Annual Report.

Information regarding our critical accounting estimates can be found in our Annual Report, including Note 1 to the financial statements therein. Management has discussed thedevelopment and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm.

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including (but not limited to) those contained in “Income Taxes,” “Outlook,” “Recent Accounting Guidance,” “Liquidity,” “Liquidity Outlook,”“Contractual Cash Obligations and Off-Balance Sheet Arrangements” and “Critical Accounting Estimates,” and the “General,” “Retirement Plans,” “Commitments” and “Contingencies”notes to the consolidated financial statements, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financialcondition, results of operations, cash flows, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include thewords “may,” “could,” “would,” “should,” “will,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. These forward-lookingstatements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements because of, amongother things, potential risks and uncertainties, such as:

• 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;

• a significant data breach or other disruption to our technology infrastructure, which can adversely affect our reputation, business or results of operations;

• the ongoing impact of the significant cyberattack that TNT Express experienced in the first quarter of fiscal 2018;

• our ability to successfully integrate the businesses and operations of FedEx Express and TNT Express in the expected time frame or at the expected cost;

• damage to our reputation or loss of brand equity;

• the price and availability of jet and vehicle fuel;

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• our ability to manage our network capacity and 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 fluctuating fuel prices) or to maintain or grow ourmarket 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 theirgoodwill;

• our ability to achieve the FedEx Express profit improvement goal;

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

• the impact of costs related to (i) challenges to the status of owner-operators engaged by FedEx Ground as independent contractors and direct employers of drivers providingservices on their behalf, and (ii) any related changes to our relationship with these owner-operators and their drivers;

• the impact of the United Kingdom’s vote to leave the European Union;

• any impact on our business from disruptions or modifications in service by, or changes in the business or financial soundness of, the U.S. Postal Service, which is a significantcustomer and vendor of FedEx;

• 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 effectsthese events will have on our costs or the demand for our services;

• any impacts on our businesses resulting from evolving or new domestic or international government laws and regulation, which could be unfavorable to our business, includingregulatory actions affecting global aviation or other transportation rights, increased air cargo and other security or safety requirements, and tax, accounting, trade (such asprotectionist measures or restrictions on free trade), labor (such as card-check legislation, joint employment standards or changes to the Railway Labor Act of 1926, as amended,affecting FedEx Express 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, damageour property, disrupt our operations, increase our fuel costs and adversely affect our shipment levels;

• 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 foreign governmental agency mandates (including the Foreign Corrupt Practices Act and the U.K. Bribery Act) anddefending against inappropriate or unjustified enforcement or other actions by such agencies;

• changes in foreign currency exchange rates, especially in the euro, Chinese yuan, British pound, Brazilian real, Canadian dollar and Mexican peso, which can affect our sales levelsand 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, joint employment, and discrimination and retaliation claims, and anyother legal or governmental proceedings;

• the outcome of future negotiations to reach new collective bargaining agreements — including with the union that represents the pilots of FedEx Express (the current pilotagreement is scheduled to become amendable in November 2021) and with the union elected in 2015 to represent drivers at a FedEx Freight facility;

• 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 technologyredundancy 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-optimalrouting 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 us and our ability to maintain our current credit ratings, especially given the capital intensity of our operations; and

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

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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 guaranteeof future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as ofthe date of this report. We 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of November 30, 2017, there had been no material changes in our market risk sensitive instruments and positions since our disclosures in our Annual Report.

The principal foreign currency exchange rate risks to which we are exposed are in the euro, Chinese yuan, British pound, Brazilian real, Canadian dollar and Mexican peso. Historically,our exposure to foreign currency fluctuations is more significant with respect to our revenues than our expenses, as a significant portion of our expenses are denominated in U.S. dollars,such as aircraft and fuel expenses. During the first half of 2018, the U.S. dollar strengthened relative to the currencies of the foreign countries in which we operate, as compared to May 31,2017, and this strengthening had a slightly negative impact on our results.

While we have market risk for changes in the price of jet and vehicle fuel, this risk is largely mitigated by our indexed fuel surcharges. For additional discussion of our indexed fuelsurcharges see the “Fuel” section of “Management’s Discussion and Analysis of Results of Operations and Financial Condition.”

Item 4. Controls and Procedures

The management of FedEx, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring thatthe 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 periodsspecified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to FedEx management as appropriate to allow timely decisionsregarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as ofNovember 30, 2017 (the end of the period covered by this Quarterly Report on Form 10-Q).

During our fiscal quarter ended November 30, 2017, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of all material pending legal proceedings, see Note 8 of the accompanying unaudited condensed consolidated financial statements.

Item 1A. Risk Factors

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

TNT Express experienced a significant cyberattack in the first quarter of fiscal 2018 and the ongoing impact could negatively affect our results of operations and financial conditionin the future, particularly if our continuing recovery efforts do not proceed as expected.

On June 28, 2017, we announced that the worldwide operations of TNT Express were significantly affected by the cyberattack known as NotPetya, which involved the spread of aninformation technology virus that infiltrated TNT Express systems and encrypted its data. While TNT Express’s critical operational systems have been fully restored, critical business datahas been recovered and shipping services and solutions are back in place, not all customers are shipping at pre-attack volume levels and we are continuing to engage in related recoveryefforts. Our results of operations and financial condition could be negatively impacted in the future if our recovery efforts do not proceed as expected, particularly if lost revenues orincremental costs associated with the cyberattack exceed our expectations. The following consequences or potential consequences of the cyberattack could have an adverse impact on ourresults of operations and financial condition in the future:

• loss of revenue due to permanent customer loss;

• additional costs due to claims for service failures;

• higher effective tax rate due to reduced international earnings;

• longer and more costly integration (due to increased expenses and capital spending requirements) of TNT Express and FedEx Express;

• investments in enhanced systems in order to prevent future attacks;

• cost of incentives offered to customers to restore confidence and maintain business relationships;

• reputational damage resulting in the failure to retain or attract customers;

• costs associated with potential litigation or governmental investigations;

• costs associated with any data breach or data loss to third parties that is discovered; and

• other consequences of which we are not currently aware but may subsequently discover.

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Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds

The following table provides information on FedEx’s repurchases of our common stock during the second quarter of 2018:

ISSUER PURCHASES OF EQUITY SECURITIES

Period Total Number ofShares Purchased

Average PricePaid per Share

Total Number ofShares Purchased

as Part ofPublicly

AnnouncedProgram

MaximumNumber of

Shares That MayYet Be Purchased

Under theProgram

Sep. 1-30, 2017 195,000 $ 216.32 195,000 15,412,500 Oct. 1-31, 2017 330,000 223.80 330,000 15,082,500 Nov. 1-30, 2017 307,500 220.08 307,500 14,775,000

Total 832,500 $ 220.67 832,500

The repurchases were made under the stock repurchase program approved by our Board of Directors and announced on January 26, 2016 and through which we are authorized to purchase,in the open market or in privately negotiated transactions, up to an aggregate of 25 million shares of our common stock. As of December 19, 2017, 14.6 million shares remained authorizedfor purchase under the January 2016 stock repurchase program, which is the only such program that currently exists. The program does not have an expiration date.

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Item 6. Exhibits

ExhibitNumber

Description of Exhibit

10.1 Amendment dated October 16, 2017 (but effective as of May 1, 2017), amending the Transportation Agreement dated April 23, 2013 between the United States PostalService and Federal Express Corporation (the “USPS Transportation Agreement”). Confidential treatment has been requested for confidential commercial andfinancial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

10.2 Amendment dated October 16, 2017 (but effective as of June 5, 2017), amending the USPS Transportation Agreement. Confidential treatment has been requested forconfidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.3 Amendment dated October 16, 2017 (but effective as of July 3, 2017), amending the USPS Transportation Agreement. Confidential treatment has been requested forconfidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.4 Amendment dated October 16, 2017 (but effective as of August 28, 2017), amending the USPS Transportation Agreement. Confidential treatment has been requestedfor confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.



10.7 Amendment dated October 16, 2017 (but effective as of January 2, 2017), amending the USPS Transportation Agreement. Confidential treatment has been requestedfor confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.8 Amendment dated November 7, 2017 (but effective as of October 2, 2017), amending the USPS Transportation Agreement. Confidential treatment has been requestedfor confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.9 Amendment dated November 7, 2017 (but effective as of October 2, 2017), amending the USPS Transportation Agreement.

10.10 Amendment dated November 7, 2017 (but effective as of October 30, 2017), amending the USPS Transportation Agreement. Confidential treatment has beenrequested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.11 Supplemental Agreement No. 27 (and related side letter) dated as of October 12, 2017, amending the Boeing 777 Freighter Purchase Agreement dated as ofNovember 7, 2006, between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential commercial andfinancial information, pursuant to Rule 24b-2 under the Exchange Act.

10.12 FedEx Corporation 2010 Omnibus Stock Incentive Plan, as amended.

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 302of 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 302of 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.

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SIGNA TURE

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 dulyauthorized. FEDEX CORPORATION Date: December 20, 2017 /s/ JOHN L. MERINO JOHN L. MERINO CORPORATE VICE PRESIDENT AND PRINCIPAL ACCOUNTING OFFICER

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EXHIBIT INDEX

ExhibitNumber

Description of Exhibit

10.1 Amendment dated October 16, 2017 (but effective as of May 1, 2017), amending the Transportation Agreement dated April 23, 2013 between the United States PostalService and Federal Express Corporation (the “USPS Transportation Agreement”). Confidential treatment has been requested for confidential commercial and financialinformation, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

10.2 Amendment dated October 16, 2017 (but effective as of June 5, 2017), amending the USPS Transportation Agreement. Confidential treatment has been requested forconfidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.





10.7 Amendment dated October 16, 2017 (but effective as of January 2, 2017), amending the USPS Transportation Agreement. Confidential treatment has been requested forconfidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.


10.9 Amendment dated November 7, 2017 (but effective as of October 2, 2017), amending the USPS Transportation Agreement.


10.11 Supplemental Agreement No. 27 (and related side letter) dated as of October 12, 2017, amending the Boeing 777 Freighter Purchase Agreement dated as of November7, 2006, between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financialinformation, pursuant to Rule 24b-2 under the Exchange Act.

10.12 FedEx Corporation 2010 Omnibus Stock Incentive Plan, as amended.

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 302of 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 ofthe 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

Exhibit 10.1

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE PAGE OF

1

2

2. AMENDMENT/MODIFICATION NO.101

3. EFFECTIVE DATE 05/01/2017

4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

6. ISSUED BY CODE 5ACAAQ 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE 5ACAAQDALE D. PARSANCargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650(202) 268-2223

Cargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650

8. NAME AND ADDRESS OF CONTRACTOR ( No., Street, County, State, and Zip Code ) (x) 9A. AMENDMENT OF SOLICITATION NO. FEDERAL EXPRESS CORPORATION

3610 HACKS CROSS ROADMEMPHIS TN 38125-8800

9B. DATED ( SEE ITEM 11 )

x

10A. MODIFICATION OF CONTRACT/ORDER NO.ACN-13-FX

10B. DATED ( SEE ITEM 13 )SUPPLIER CODE: 000389122 FACILITY CODE 04/23/2013

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS ☐ ☐ is extended, ☐ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copiesof the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number.FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT INREJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to thesolicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA ( If required. )See Schedule

Net Increase: [*]

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(x) A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

☐

☐

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES ( such as changes in paying office, appropriation date, etc. ) SET FORTH INITEM 14.

☐

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. INITEM 10A.

☒

D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO.IN ITEM 10A.Mutual Agreement of the Contracting Parties

E. IMPORTANT : Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate Operating Period 44 (May) Scheduled and Ad Hoc Charters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment), related to the Day Network only, will be eliminated. This relief does not apply to the Night Network. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate tier pricing and will be processed normally. Continued…

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER ( Type or print )

Ron D. Stevens, Vice President 16A. NAME AND TITLE OF CONTRACTING OFFICER ( Type or print )

Brian Mckain15B. CONTRACTOR/OFFEROR

/s/ RON D. STEVENS(Signature of person authorized to sign)

15C. DATE SIGNED

10-10-17

16B. CONTRACT AUTHORITY

/s/ BRIAN MCKAIN(Signature of Contracting Officer)

16C. DATE SIGNED

10/16/17

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

CONTINUATION SHEET REQUISITION NO.

PAGE

2 OF

2

CONTRACT/ORDER NO. ACN-13-FX/101

AWARD/EFFECTIVE DATE

05/01/2017

MASTER/AGENCY CONTRACT NO.

SOLICITATION NO.

SOLICITATION ISSUE DATE

ITEM NO

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

FedEx will notify the Postal Service if the tender requirement is different than what is currently inthe contract. Delivery does not change. Payments for said charters will be paid as part of theOperating Period reconciliation.

Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:

See ScheduleAccounting Info:BFN: 670167FOB: DestinationPeriod of Performance: 09/30/2013 to 09/29/2024 Change Item 7 to read as follows:

7

Scheduled Charter OptionAccount Number: 53703 This value is for estimation purposes only. Change Item 9 to read as follows:

[*]

9

Ad Hoc Charter OptionAccount Number: 53703 This value is for estimation purposes only.

[*]


May 17 Operating PeriodCharter Request and Accounting

Memorial Day Monday May 29, 2017

Week 1

Origin Operating Day Cubic Feet Requested Tue (05/02) Wed (05/03) Thu (05/04) Fri (05/05) Sat (05/06) Sun (05/07) Weekly Total

A/C Type Equivalent Rate

Scheduled Charters Adhoc Charters Total Charters

PHL/stage TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]LAX TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]OAK TUE [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]OAK THU [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]SLC TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]LAX SAT [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Week 1 Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 2




EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]LAX TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]OAK TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]PHL TUE [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]PIT TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]SLC TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]PHX TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Week 2 Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 3




EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Week 3 Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 4




EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Week 4 Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 5- Memorial Day Monday 05/29/17




LAX WED [*] [*] [*] [*] [*] [*] [*] [*] N/A [*]LAX THUR [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]LAX SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]LAX WED [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]OAK WED [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]EWR WED [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]PHL WED [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Week 5 Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

MAY Total [*] [*] [*] [*] [*] [*] [*] [*] [*]

Grand Total [*]

*Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Exhibit 10.2



1

2









x





Net Increase: [*]



☐

☐


☐


☒



14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate Operating Period 45 (June) Scheduled and Ad Hoc Charters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment), related to the Day Network only, will be eliminated. This relief does not apply to the Night Network. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate tier pricing and will be processed normally. Continued…






15C. DATE SIGNED

10-10-17



16C. DATE SIGNED

10/16/17



PAGE

2 OF

2



06/05/2017


SOLICITATION NO.


ITEM NO

SCHEDULE OF SUPPLIES / SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

FedEx will notify the Postal Service if the tender requirement is different than what is currently inthe contract. Delivery does not change. Payments for said charters will be paid as part of theOperating Period reconciliation. -Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:


7


[*]

9


[*]


June 17 Operating PeriodCharter Request and Accounting

Week 1

Tue

Wed

Thu

Fri

Sat

Sun

Origin Operating Day Cubic Feet Requested 6/6/2017 6/7/2017 6/8/2017 6/9/2017 6/10/2017 6/11/2017 Weekly Total



EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]OAK TUE [*] [*] [*] [*] [*] [*] [*] [*] N/A [*]SLC TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]

[*] [*] [*] [*] [*] [*] [*] [*]Week 1 Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 2

Tue

Wed

Thu

Fri

Sat

Sun




EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]OAK TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]

[*] [*] [*] [*] [*] [*] [*] [*]Week 2 Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 3

Tue

Wed

Thu

Fri

Sat

Sun

Origin Operating Day Cubic Feet Requested 6/20/2017 6/21/2017 6/22/2017

6/23/2017 6/24/2017 6/25/2017 Weekly Total



EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]OAK TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]

[*] [*] [*] [*] [*] [*] [*] Week 3 Total [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 4

Tue

Wed

Thu

Fri

Sat

Sun

Origin Operating Day Cubic FeetRequested 6/27/2017 6/28/2017 6/29/2017 6/30/2017 7/1/2017 7/2/2017 Weekly Total

A/C TypeEquivalent Rate

ScheduledCharters Adhoc Charters Total Charters

0 $- 0 $- 0 $- 0 $- 0 $- 0 $- 0 0 0 0 0 0 0 $- $-

Week 4 Total 0 0 0 0 0 0 0

JUN O/P TOTAL [*] [*] [*] [*]


Exhibit 10.3



1

2




6. ISSUED BY CODE 5ACAAQ 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE 5ACAAQ DALE D. PARSANCargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650(202) 268-2223





x

10A. MODIFICATION OF CONTRACT/ORDERNO.ACN-13-FX




Net Increase: [*]



☐

☐


☐


☒



14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate Operating Period 46 (July) Scheduled and Ad Hoc Charters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment), related to the Day Network only, will be eliminated. This relief does not apply to the Night Network. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate tier pricing and will be processed normally. Continued…






15C. DATE SIGNED

10-10-17



16C. DATE SIGNED

10/16/17



PAGE

2 OF

2



07/03/2017


SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

FedEx will notify the Postal Service if the tender requirement is different than what is currently inthe contract. Delivery does not change. Payments for said charters will be paid as part of theOperating Period reconciliation. -Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:


7


[*]

9


[*]


July 17 Operating PeriodCharter Request and Accounting

Week 1

Tue

Wed

Thu

Fri

Sat

Sun

Origin Operating Day Cubic Feet Requested

7/4/2017 7/5/2017 7/6/2017 7/7/2017 7/8/2017 7/9/2017 Weekly Total



LAX Wed [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]LAX Wed [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]OAK Wed [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]SMF (w/ Stage) Thu [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]EWR Thu [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]PHL Thu [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]SLC Thu [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]PHX Thu [*] [*] [*] [*] [*] [*] [*] [*] [*]SEA Thu [*] [*] [*] [*] [*] [*] [*] [*] [*]IAD Thu [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]OAK Fri [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]LAX Fri [*] [*] [*] [*] [*] [*] [*] [*] [*]PHX Fri [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]SEA Fri [*] [*] [*] [*] [*] [*] [*] [*] [*]OAK Fri [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 2

Tue

Wed

Thu

Fri

Sat

Sun


7/11/2017 7/12/2017 7/13/2017 7/14/2017 7/15/2017 7/16/2017 Weekly Total



OAK Tue [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]EWR Tue [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 3

Tue

Wed

Thu

Fri

Sat

Sun


7/18/2017 7/19/2017 7/20/2017 7/21/2017 7/22/2017 7/23/2017 Weekly Total



OAK Tue [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]EWR (stage) Tue [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 4

Tue

Wed

Thu

Fri

Sat

Sun


7/25/2017 7/26/2017 7/27/2017 7/28/2017 7/29/2017 7/30/2017 Weekly Total



LAX Sat [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]OAK Tue [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]EWR (stage) Tue [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

JUL O/P TOTAL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]


Exhibit 10.4



1

3









x





Net Increase: [*]



☒ Monthly Fuel Adjustment

☐


☐


☐

D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO.IN ITEM 10A.


14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to execute the following change to the ACN-13-FX contract: 1. In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period of August 28, 2017 to October 1, 2017 (OperatingPeriod 48) as follows: TIERS: Base - Tier 5From:[*] per cubic footContinued…






15C. DATE SIGNED

10-10-17



16C. DATE SIGNED

10/16/17



Page

2 Of

3



08/28/2017

MASTER/AGENCY CONTRACT NO

SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

To:[*] per cubic footThis is an increase of [*]. TIERS: 6 – 8TIER 6:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*]. TIER 7:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*]. TIER 8:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*]. [*] —Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 11/28/2016Discount Terms:


1

Day NetworkAccount Number: 53503 Continued…

[*]



PAGE

3 OF

3



08/28/2017

MASTER/AGENCY CONTRACT NO

SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

This is for estimation purposes only and is not a guarantee of contract value.

Exhibit 10.5



1

2









x





Net Increase: [*]



☐

☐


☐


☒



14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate Operating Period 47 (August) Ad HocCharters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment), related to the Day Network only, will be eliminated. This relief does not apply to the Night Network. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate tier pricing and will be processed normally. Continued…






15C. DATE SIGNED

10-10-17



16C. DATE SIGNED

10/16/17



PAGE

2 OF

2



07/31/2017


SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

FedEx will notify the Postal Service if the tender requirement is different than what is currently inthe contract. Delivery does not change. Payments for said charters will be paid as part of theOperating Period reconciliation. —Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:


9


[*]


August 17 Operating PeriodCharter Request and Accounting

Week 1 Tue Wed Thu Fri Sat Sun


A/C Type Equivalent Rate Adhoc Charters Total Charters

0 0 0 0 0 0 0 $ — $ —

Week 2

Tue

Wed

Thu

Fri

Sat

Sun


A/C TypeEquivalent Rate Adhoc Charters Total Charters

OAK Tue [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]EWR Tue [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 3

Tue

Wed

Thu

Fri

Sat

Sun



EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]OAK TUE [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 4

Tue

Wed

Thu

Fri

Sat

Sun



EWR TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]OAK TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

AUG O/P TOTAL [*] [*] [*] [*] [*] [*] [*] [*] [*]


Exhibit 10.6



1

2




6. ISSUED BY CODE 5ACAAQ 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE 5ACAAQ DALE D. PARSANCargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650(202) 268-2223





x

10A. MODIFICATION OFCONTRACT/ORDER NO.ACN-13-FX




Net Increase: [*]



☐

☐


☐


☒



14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate Operating Period 48 (September)Scheduled Charters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment), related to the Day Network only, will be eliminated. This relief does not apply to the Night Network. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate tier pricing and will be processed normally. Continued…






15C. DATE SIGNED

10-10-17



16C. DATE SIGNED

10/16/17



PAGE

2 OF

2



08/28/2017


SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

FedEx will notify the Postal Service if the tender requirement is different than what is currently inthe contract. Delivery does not change. Payments for said charters will be paid as part of theOperating Period reconciliation.

—Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:

See Schedule Accounting Info:BFN: 670167FOB: DestinationPeriod of Performance: 09/30/2013 to 09/29/2024 Change Item 7 to read as follows:

7

Scheduled Charter OptionAccount Number: 53703 This value is for estimation purposes only.

[*]


September 17 Operating PeriodScheduled Charters

Week 1

Origin Operating Day Cubic FeetRequested

Tue (08/29) Wed (08/30) Thu (08/31) Fri (09/01) Sat (09/02) Sun (09/03) Weekly Total

A/C Type Equivalent

Rate

ScheduledCharters

Week 2


Mon (09/04) Tue (09/05) Wed (09/06) Thu (09/07) Fri (09/08) Sat (09/09) Sun (09/10) Weekly Total

A/C Type Equivalent

Rate

ScheduledCharters

LAX Wed [*] [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]

Week 2 Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 3



A/C Type Equivalent

Rate

ScheduledCharters

0 0 0 0 0 0 0 0

Week 4



A/C Type Equivalent

Rate

ScheduledCharters

Week 5



A/C Type Equivalent

Rate

ScheduledCharters

September Total [*] [*] [*] [*] [*] [*] [*] [*] [*]


Exhibit 10.7



1

2









x





$0.00



☐

☒


☐


☒



14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this administrative modification is to incorporate the following: The Postal Service will pay FedEx [*] to satisfy the 2016 Calendar Year Peak Operating Period Minimum for the Day Network. The Parties mutually agree that this payment is a complete accord and satisfaction of any and all claims or demands relating to the 2016 Calendar Year Peak Operating Period Minimum for the Day Network, whetherasserted or not. The Parties mutually release and discharge each other from any and all claims, lawsuits, causes of action, damages, or liability whatsoever arising from or relating in any way to the 2016 Calendar YearPeak Operating Period Minimum for the Day Network. The Postal Service’s agreement to pay FedEx herein Continued…






15C. DATE SIGNED

10-10-17



16C. DATE SIGNED

10/16/17



PAGE

2 OF

2



01/02/2017


SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

shall not be construed as a waiver or modification of any right or obligation of the Parties under thecontract, or as consent to any subsequent waiver or modification. All other terms and conditions remain the same. —Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTPeriod of Performance: 09/30/2013 to 09/29/2024

Exhibit 10.8



1

3









x



11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS ☐ ☐ is extended, ☐ is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copiesof the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number.FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT INREJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to thesolicitation and this amendment, and is received prior to the opening hour and date specified. 12. ACCOUNTING AND APPROPRIATION DATA ( If required. )See Schedule

Net Increase: [*]




☐


☐


☐



14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to execute the following change to the ACN-13-FXcontract: 1. In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period ofOctober 2, 2017 to October 29, 2017 (Operating Period 49) as follows: TIERS: Base - Tier 5From:[*] per cubic foot Continued…






15C. DATE SIGNED

11-1-17



16C. DATE SIGNED

11/7/17



PAGE

2 OF

3



10/02/2017


SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

To:[*] per cubic footThis is an increase of [*]. TIERS: 6 – 8TIER 6:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . TIER 7:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . TIER 8:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] .

[*]

–Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 11/28/2016Discount Terms:


1

Day NetworkAccount Number: 53503

Continued…

[*]



PAGE

3 OF

3



10/02/2017


SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

This is for estimation purposes only and is not a guarantee of contract value.

Exhibit 10.9



1

1









x



11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS ☐ ☐ is extended, ☐ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copies ofthe amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILUREOF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OFYOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and thisamendment, and is received prior to the opening hour and date specified.


$0.00



☐

☒


☐

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO.IN ITEM 10A.

☒

D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDERNO. IN ITEM 10A.

Mutual Agreement of the Contracting Parties


14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this administrative modification is to incorporate the following change toAttachment-8 of the ACN-13-FX contract: Update Attachment-8 effective October 2, 2017 to include a list of U.S. Postal InspectionService contacts (Attachment-8A) and a list of FedEx security contacts (Attachment-8B). Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTPeriod of Performance: 09/30/2013 to 09/29/2024






15C. DATE SIGNED

11-1-17



16C. DATE SIGNED

11/7/17

Attachment A (to Attachment 8)Postal Contact Listing for Inspectors

October 2, 2017

DIVISIONS and DISTRICTS CONTACT BOSTON Jay Bunaskavich

Albany District

Western District of New York Greater Boston District

Connecticut Valley District Northern New England

CHARLOTTE Margaret Greene

Greensboro District

Greater S. Carolina District Mid-Carolina District

Atlanta District Tennessee District

CHICAGO Derrick Jones

Chicago District

Gateway District Central IL District Lakeland District

Northern IL District DENVER Pam Durkee

Hawkeye District

Mid-America District Northland District Dakotas District

Central Plains District Colorado/Wyoming District

DETROIT Felicia George

Greater Michigan District

Southeast Michigan District

Detroit District INDIANAPOLIS Kenny Miller

Greater Indiana District FORT WORTH Tyrone Cox

Arkansas District

Dallas District Fort Worth District Oklahoma District

HOUSTON Stephanie Houston

Houston District Alabama District

Mississippi District Louisiana District

Rio Grande District LOS ANGELES Rebecca Knowles

Los Angeles District Sierra Coastal District

Santa Ana District San Diego District

MIAMI Jeffrey M. Esser

Suncoast District North Florida District

Central Florida District South Florida District

NEW YORK Gary Artinger

Triboro District Westchester District

New York District Long Island District

NEWARK Paul Loney

Northern New Jersey District Central New Jersey District

Caribbean District

PHILADELPHIA Juanita Waters

Central PA District

Philadelphia Metro District

South Jersey District PHOENIX John Curran

Arizona District

Albuquerque District Nevada-Sierra District

Salt Lake District PITTSBURGH Tammy Mayle

Erie District

Pittsburgh District Cleveland District

Appalachian District Columbus District Cincinnati District

Kentuckiana District SAN FRANCISCO Nestor Masangcay

Honolulu District

Sacramento District San Francisco District

Bay Valley District SEATTLE Dave Schroader

Portland District

Seattle District Spokane District Big Sky District Alaska District

WASHINGTON Lamont Green

Baltimore District Richmond District

Capital District Northern Virginia District

Attachment B (to Attachment 8)ACN Contact Listing for Postal Service Inspectors

October 2, 2017

Jerome HudsonSenior Security SpecialistEmail:Phone:

James SpiveyManager Corporate SecurityEmail:Phone:

Sean DriverSenior Manager Corporate SecurityEmail:Phone:

Lynn AttkissonSenior Security SpecialistEmail:Phone:

Exhibit 10.10



1

3









x



11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS☐ ☐ is extended, ☐ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copiesof the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number.FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT INREJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to thesolicitation and this amendment, and is received prior to the opening hour and date specified.


Net Increase: [*]




☐


☐


☐



14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to execute the following change to the ACN-13-FX contract: 1. In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period ofOctober 30, 2017 to November 26, 2017 (Operating Period 50) as follows: TIERS: Base - Tier 5From:[*] per cubic foot Continued…






15C. DATE SIGNED

11-3-17



16C. DATE SIGNED

11/7/17



Page

2 Of

3



10/30/2017


SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

To:[*] per cubic footThis is an increase of [*]. TIERS: 6 – 8TIER 6:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . TIER 7:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . TIER 8:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] .

[*]

-Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 11/28/2016Discount Terms:


1

Day NetworkAccount Number: 53503

Continued...

[*]



PAGE

3 OF

3



10/30/2017


SOLICITATION NO.


ITEM NO


QUANTITY

UNIT

UNIT PRICE

AMOUNT

This is for estimation purposes only and is not aguarantee of contract value.

Exhibit 10.11

FedEx contract 07-0255-036

Supplemental Agreement No. 27

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 27 (SA-27), entered into as of the 12th day of October 2017, by and between THE BOEING COMPANY (Boeing) and FEDERALEXPRESS CORPORATION (Customer);

W I T N E S S E T H :

A. WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7, 2006 ( Purchase Agreement ), relating to the purchase and sale of certainBoeing Model 777-FREIGHTER Aircraft ( Aircraft );

B. WHEREAS, Customer desires to reschedule the delivery month of one (1) Block B Aircraft as shown in the table below (SA-27 Accelerated Block B Aircraft) :

Aircraft Block Existing Delivery Month

of Aircraft Revised Delivery Month

of AircraftB [*] [*]

C. WHEREAS, Boeing has agreed to provide additional commercial and business considerations for the SA-27 Accelerated Block B Aircraft.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement. 1. Remove and replace, in its entirety, the “Table of Contents” with the revised Table of Contents, attached hereto, to * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange

Act of 1934, as amended. P.A. No. 3157 1 SA–27

BOEING PROPRIETARY

reflect the changes made by this Supplemental Agreement No. 27.

2. Boeing and Customer agree that upon execution of this Supplemental Agreement No. 27 the SA-27 Accelerated Block B Aircraft is hereby rescheduled as described in RecitalParagraph B above.

3. Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to reflect revised delivery month and [*], Advance Payment Base Price andAdvance Payments, subject to Paragraph 4, below, resulting from the reschedule of the SA-27 Accelerated Block B Aircraft.

4. Add Letter Agreement 6-1162-LKJ-0758, Special Matters – SA-27 Accelerated Block B Aircraft , attached hereto, to reflect additional commercial and business considerations tobe provided for the SA-27 Accelerated Block B Aircraft. For the avoidance of doubt, the SA-27 Accelerated Block B Aircraft also retains the commercial and businessconsiderations applicable to Block B Aircraft.

5. As a result of the changes incorporated in this Supplemental Agreement No. 27, Customer will owe a payment to Boeing in an amount equal to [*] (SA-27 Payment Amount).Customer will pay Boeing such SA-27 Payment Amount within three (3) business days of executing this Supplemental Agreement No. 27.

6. This Supplemental Agreement No. 27 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to October 13, 2017 . * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange


BOEING PROPRIETARY

EXECUTED as of the day and year first above written. THE BOEING COMPANY FEDERAL EXPRESS CORPORATION

By: /s/ L. Kirsten Jensen By: /s/ Ray Carroll

Its: Attorney-In-Fact Its: Vice President P.A. No. 3157 3 SA–27

BOEING PROPRIETARY

TABLE OF CONTENTS ARTICLES

SA NUMBER

1. Quantity, Model and Description 2. Delivery Schedule 3. Price 4. Payment 5. Miscellaneous

TABLE

1. Aircraft Information Table 15 1A Block B Firm Aircraft Information Table 27 1B Block B Conditional Firm Aircraft Information Table 26 1C Block C Aircraft Information Table 13 1C1 Block C Aircraft Information Table (MSN 39285) 11 1C2 Block C Aircraft Information Table 26 1D Block D Aircraft Information Table 20

EXHIBIT

A. Aircraft Configuration 4 A1. Aircraft Configuration (Block B Aircraft) 4 A2. Aircraft Configuration (Block C Aircraft except MSN 39285) 11 A3. Aircraft Configuration (Block C Aircraft w/ MSN 39285) 11 A4. Aircraft Configuration (Block D Aircraft) 12 B. Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS

AE1. Escalation Adjustment/Airframe and Optional Features CS1. Customer Support Variables EE1. Engine Escalation/Engine Warranty and Patent Indemnity SLP1. Service Life Policy Components

P.A. No. 3157 4 SA–27

BOEING PROPRIETARY

LETTER AGREEMENT SA

NUMBER

3157-01 777 Spare Parts Initial Provisioning

3157-02 Demonstration Flight Waiver

6-1162-RCN-1785 Demonstrated Compliance

6-1162-RCN-1789 Option AircraftAttachment to Letter 6-1162-RCN-1789 Exercised in SA # 4

6-1162-RCN-1790 Special Matters

6-1162-RCN-1791 Performance Guarantees 4

6-1162-RCN-1792 Liquidated Damages Non-Excusable Delay

6-1162-RCN-1793 Open Configuration Matters

6-1162-RCN-1795 AGTA Amended Articles

6-1162-RCN-1796 777 First-Look Inspection Program

6-1162-RCN-1797 Licensing and Customer Supplemental Type Certificates

6-1162-RCN-1798 777 Boeing Converted Freighter Deleted in SA # 4

6-1162-RCN-1798 R1 777 Boeing Converted Freighter 4

6-1162-RCN-1799R1 [*] 24

6-1162-RRO-1062 Option AircraftAttachment to Letter 6-1162-RRO-1062 26

6-1162-RRO-1065 Performance Guarantees for Block B Aircraft 4

6-1162-RRO-1066R1 Special Matters for Block B Aircraft 22

6-1162-RRO-1067 Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 4

6-1162-RRO-1068 Special Provision – Block B Aircraft 4

FED-PA-LA-1000790R3 Special Matters for Block C Aircraft 20

FED-PA-LA-1001683R2 Special Matters for Block D Aircraft 19

6-1162-RRO-1144R7 [*] as related to SAs #8, #13 through #16, SA # 18 through SA #20 20

6-1162-SCR-137 777F Miscellaneous Matters 20

6-1162-SCR-154 [*] Letter 22

6-1162-SCR-155 [*] Engine Hard Mount Letter 22

6-1162-SCR-186 [*], Non-Isolated Engine Mounts Letter 23

6-1162-SCR-193 [*] Matters 23 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange


BOEING PROPRIETARY

LETTER AGREEMENT SA

NUMBER

6-1162-LKJ-0726 [*] 24

SA-24 Accelerated Block B Aircraft

6-1162-LKJ-0737 Special Matters – SA-26 Accelerated Block C Aircraft 26

6-1162-LKJ-0758 Special Matters – SA-27 Accelerated Block B Aircraft 27 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange


BOEING PROPRIETARY

SUPPLEMENTAL AGREEMENTS SA

DATED AS OF:

Supplemental Agreement No. 1 May 12, 2008

Supplemental Agreement No. 2 July 14, 2008

Supplemental Agreement No. 3 December 15, 2008

Supplemental Agreement No. 4 January 9, 2009


Supplemental Agreement No. 6 March 17, 2010


Supplemental Agreement No. 8 April 30, 2010

Supplemental Agreement No. 9 June 18, 2010


Supplemental Agreement No. 11 August 19, 2010

Supplemental Agreement No. 12 September 3, 2010

Supplemental Agreement No. 13 August 27, 2010

Supplemental Agreement No. 14 October 25, 2010



Supplemental Agreement No. 17 February 14, 211







Supplemental Agreement No. 24 May 4, 2016

Supplemental Agreement No. 25 June 10, 2016 P.A. No. 3157 7 SA–27

BOEING PROPRIETARY

Supplemental Agreement No. 26 February 10 , 2017

Supplemental Agreement No. 27 October , 2017 P.A. No. 3157 8 SA–27

BOEING PROPRIETARY

Table 1-A to Purchase Agreement No. 3157Aircraft Delivery, Description, Price and Advance Payments

Block B Firm Airframe Model/MTOW: 777-Freighter 766000 pounds Detail Specification: D019W007FED7F-1, Rev G dated July 25, 2012

Engine Model/Thrust: GE90-110B1L 110000 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI

Airframe Price: [*] Engine Price Base Year/Escalation Formula: N/A N/A

Optional Features: [*]

Sub-Total of Airframe and Features: [*] Airframe Escalation Data:

Engine Price (Per Aircraft): [*] Base Year Index (ECI): [*]

Aircraft Basic Price (Excluding BFE/SPE): [*] Base Year Index (CPI): [*]

Buyer Furnished Equipment (BFE) Estimate: [*]

Seller Purchased Equipment (SPE) Estimate: [*]

Non-Refundable Deposit/Aircraft at Def Agreement: [*] Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery Number

of Escalation

Factor MSN Escalation EstimateAdv Payment Base At Signing 24 Mos. 21/18/15/12/9/6 Mos. Total

Date Aircraft (Airframe) Price Per A/P 1% 4% 5% 35%[*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] SA-24 Accelerted Block B Aircraft [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] SA-27 Accelerated Block B Aircraft [*] [*] [*] [*] [*]

Total: 5 1 SA-24 Accelerated Block B Aircraft. [*] for the SA-24 Accelerated Block B Aircraft are subject to Letter Agreement 6-1162-LKJ-0726.

2 SA-27 Accelerated Block B Aircraft. [*] for the SA-27 Accelerated Block B Aircraft are subject to Letter Agreement

6-1162-LKJ-0758.

NOTES: [*]

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities ExchangeAct of 1934, as amended.

APR No. 62654, 79650, 106232 Supplemental Agreement No. 27

BOEING PROPRIETARY

The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

FedEx contract # 07-0255-M

6-1162-LKJ-0758

Federal Express Corporation3131 Democrat RoadMemphis, TN 38125 Subject: Special Matters – SA-27 Accelerated Block B Aircraft

Reference:

(a) Purchase Agreement No. 3157 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Federal Express Corporation ( Customer ) relating toModel 777-FREIGHTER aircraft ( Aircraft )

(b) Letter Agreement 6-1162-RCN-1799R1, [*]

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as inthe Purchase Agreement. The terms of this Letter Agreement apply to the SA-27 Accelerated Block B Aircraft as defined in Supplemental Agreement No. 27 to the Purchase Agreement(SA-27).

1. In consideration of the acceleration of the SA-27 Accelerated Block B Aircraft, Boeing will provide Customer, the following additional business considerations. 1.1 [*] Advance Payment .

As a consequence of the acceleration of the SA-27 Accelerated Block B Aircraft, Customer will owe certain advance payments for the SA-27 Accelerated Block B Aircraft before[*] in accordance with the advance payment schedule provided in Table 1-A of the Purchase Agreement ( Standard Advance Payment Schedule ). [*]

1.2 [*]

[*]

1.2.1 [*]

[*]

1.2.2 Performance Period .

Notwithstanding paragraph 1.4, of the reference (b) letter agreement, the Performance Period for the [*] set forth in paragraph 1.2.1 above will be the period beginning onthe date of this Letter Agreement and ending one (1) year after the scheduled delivery of the SA-27 Accelerated Block B Aircraft. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange

Act of 1934, as amended. 6-1162-LKJ-0758 Page 1Special Matters – SA-27 Accelerated Block B Aircraft SA-27

BOEING PROPRIETARY

1.2.3 Method of Performance .

[*] 2. ASSIGNMENT .

The commercial and other business arrangements set forth in this Letter Agreement are [*] to Customer and in consideration of Customer taking title to the SA-27 AcceleratedBlock B Aircraft at the time of delivery and cannot be assigned, in whole or in part, without the prior written consent of Boeing. 3. CONFIDENTIAL TREATMENT .

Customer and Boeing consider certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treatthis Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer witha need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoing,Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedExCorporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange

Act of 1934, as amended. 6-1162-LKJ-0758 Page 2Special Matters – SA-27 Accelerated Block B Aircraft SA-27

BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY

By /s/ L. Kirsten Jensen

Its Attorney-In-Fact

ACCEPTED AND AGREED TO this Date: October 12, 2017 FEDERAL EXPRESS CORPORATION

By /s/ Ray Carroll

Its Vice President 6-1162-LKJ-0758 Page 3Special Matters – SA-27 Accelerated Block B Aircraft SA-27

BOEING PROPRIETARY

Exhibit 10.12

FedEx Corporation

2010 OMNIBUS STOCK INCENTIVE PLAN

Section 1. Purpose

The purpose of the FedEx Corporation 2010 Omnibus Stock Incentive Plan is to aid the Company and its Affiliates in retaining, attracting and rewarding Non-ManagementDirectors and designated employees and to motivate them to exert their best efforts to achieve the long-term goals of the Company and its Affiliates. The Company believes that theownership or increased ownership of Common Stock by employees and directors, or otherwise linking the compensation of employees and directors to the value of Common Stock, willfurther align their interests with those of the Company’s other stockholders and will promote the long-term success of the Company and the creation of long-term stockholder value.Accordingly, the Plan authorizes the grant of equity incentive awards to designated employees of the Company and its Affiliates and to directors of the Company.

Section 2. Definitions and Rules of Construction

2.1 Definitions . The following capitalized terms used in the Plan shall have the respective meanings set forth below:

“Affiliate” means (a) any Subsidiary and (b) any other entity that, directly or through one or more intermediaries, is controlled by the Company, as determined by the Committee.

“Award” means any Stock Option, Stock Appreciation Right, Restricted Share, Restricted Stock Unit, Dividend Equivalent or Other Stock-Based Award, together with any relatedright or interest, granted to a Participant under the Plan.

“Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions, restrictions and other provisions of anAward granted to the Participant.

“Board of Directors” means the Board of Directors of the Company.

“Change of Control” has the meaning given such term in Section 20.1.

“Code” means the Internal Revenue Code of 1986, as amended. For purposes of the Plan, references to sections of the Code shall be deemed to include references to any applicableregulations, including proposed regulations, and other guidance issued thereunder by the Department of Treasury or the Internal Revenue Service, and any successor provisions andregulations.

“Committee” means those members, not less than two, of the Compensation Committee of the Board of Directors who are Independent Directors, or any successor committee orsubcommittee of the Board of Directors designated by the Board of Directors, which committee or subcommittee shall be comprised of two or more members of the Board of Directors,each of whom is an Independent Director.

“Common Stock” means the common stock, par value $0.10 per share, of the Company and such other securities of the Company as may be substituted for Common Stockpursuant to Section 19.1 or 19.2.

“Company” means FedEx Corporation, a Delaware corporation.

“Covered Employee” means an employee of the Company or an Affiliate who is a “covered employee” within the meaning of Code Section 162(m)(3).

“Disability” means “permanent disability” as determined by the Committee in its sole discretion.

“Dividend Equivalent” means the right granted to a Participant under Section 14 of the Plan to receive a payment in an amount equal to the dividends paid on one outstandingShare with respect to all or a portion of the Shares subject to a Full-Value Award held by such Participant.

“Effective Date” has the meaning given such term in Section 3.1.

“Eligible Person” means (a) any employee of the Company or an Affiliate, (b) any individual to whom an offer of employment with the Company or an Affiliate is made, asdetermined by the Committee (provided that such prospective employee may not receive any payment or exercise any right with respect to an Award until such person has commencedsuch employment), and (c) any Non-Management Director.

“Exchange Act” means the Securities Exchange Act of 1934, as amended. A reference to any provision of the Exchange Act or rule promulgated under the Exchange Act shallinclude reference to any successor provision or rule.

“Exercise Price” means (a) in the case of a Stock Option, the amount for which a Share may be purchased upon exercise of such Stock Option, as set forth in the applicable AwardAgreement, and (b) in the case of a Stock Appreciation Right, the per Share amount, as specified in the applicable Award Agreement, which is subtracted from the Fair Market Value of aShare in determining the amount payable upon exercise of such SAR.

“Fair Market Value” means, on any date, (a) the average of the high and low per Share sales prices as reported on the New York Stock Exchange composite tape on that date or(b) if such method is not practicable, the value of a Share as determined by the Committee using such other method as it deems appropriate.

“Full-Value Award” means any Award other than in the form of a Stock Option or Stock Appreciation Right and which is settled by the issuance of Shares (or at the discretion ofthe Committee, settled in cash or other consideration by reference to the value of Shares).

“Grant Date” means the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date as is determined and specified by theCommittee as part of that authorization process.

“Incentive Stock Option” or “ISO” means a Stock Option or portion thereof that is intended to be and specifically designated as an “incentive stock option” within the meaning ofCode Section 422 and meets the requirements thereof.

“Independent Director” means a member of the Board of Directors who qualifies at any given time as (a) an “independent director” under Section 303A of the New York StockExchange Listed Company Manual, (b) an “outside director” within the meaning of Code Section 162(m), and (c) a “non-employee director” as defined in Rule 16b-3.

“Minimum Vesting Requirement” has the meaning given such term in Section 4.2(f).

“Net Exercise” means a Participant’s ability (if authorized by the Committee) to exercise a Stock Option by directing the Company to deduct from the Shares issuable uponexercise of his or her Stock Option a number of Shares having an aggregate Fair Market Value equal to the sum of the aggregate Exercise Price therefor plus the amount of the Participant’stax withholding (if any), whereupon the Company shall issue to the Participant the net remaining number of Shares after such deduction.

“Non-Management Director” means a member of the Board of Directors who is not an employee of the Company or an Affiliate.

“Non-Qualified Stock Option” or “NQSO” means a Stock Option or portion thereof that is not an Incentive Stock Option.

“Other Stock-Based Award” means an Award granted to a Participant under Section 15 of the Plan.

“Participant” means any Eligible Person who receives an Award under the Plan.

“Performance Award” means an Award that includes performance conditions as specified by the Committee pursuant to Section 12 of the Plan.

“Performance Period” has the meaning given such term in Section 13.2.

“Plan” means the FedEx Corporation 2010 Omnibus Stock Incentive Plan, as amended from time to time.

2

“Qualified Performance-Based Award” means an Award that is either (a) in the form of Restricted Shares, Restricted Stock Units or Other Stock-Based Awards, is intended toqualify for the Section 162(m) Exemption, is made subject to performance goals based on Qualified Performance Criteria as set forth in Section 13.3, and is designated by the Committee asa Qualified Performance-Based Award pursuant to Section 13 of the Plan, or (b) a Stock Option or Stock Appreciation Right having an Exercise Price equal to or greater than the FairMarket Value of a Share as of the Grant Date.

“Qualified Performance Criteria” means one or more of the business criteria listed in Section 13.3 upon which performance goals for certain Qualified Performance-BasedAwards may be established by the Committee.

“Reporting Person” means an employee of the Company or an Affiliate who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

“Restricted Shares” means Shares granted to a Participant under Section 10 of the Plan that are subject to certain restrictions and conditions and to a risk of forfeiture.

“Restricted Stock Unit” or “RSU ” means the right to acquire one Share, or receive the equivalent amount in cash, granted to a Participant under Section 11 of the Plan, whichright is subject to certain restrictions and conditions and to a risk of forfeiture.

“Retirement ” means with respect to any Participant, (a) the attainment by the Participant of the age of 55 and the cessation of the Participant’s Service, or (b) the Participant’s“retirement” as determined by the Committee in its sole discretion.

“Rule 16b-3” means Rule 16b-3 under the Exchange Act.

“Section 162(m) Exemption” means the exemption from the limitation of deductibility under Section 162(m)(4)(C) of the Code.

“Securities Act” means the Securities Act of 1933, as amended, and the rules promulgated thereunder or any successor statute thereto.

“Service” means a Participant’s employment with the Company or an Affiliate or a Participant’s service as a Non-Management Director, as applicable.

“Shares” means shares of Common Stock.

“Stock Appreciation Right” or “SAR” means a right granted to a Participant under Section 9 of the Plan to receive a payment equal to the excess of the Fair Market Value of aShare as of the date of exercise of the SAR over the Exercise Price of the SAR.

“Stock Option” means a right granted to a Participant under Section 8 of the Plan to purchase a specified number of Shares at a specified price during a specified time period. AStock Option may be an Incentive Stock Option or a Non-Qualified Stock Option.

“Subsidiary” means any corporation or other entity of which the Company possesses, directly or through one or more intermediaries, 50% or more of the total combined votingpower of such entity.

“Substitute Awards” means Awards granted under Section 7.6 in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by theCompany or an Affiliate.

2.2 Rules of Construction . The section and other headings contained in the Plan are for reference purposes only and shall not affect the meaning or interpretation of the Plan. Unlessthe context clearly requires otherwise: (a) references to the plural include the singular and to the singular include the plural; (b) the terms “includes” and “including” are not limiting; (c) theterm “or” has the inclusive meaning represented by the phrase “and/or”; and (d) any grammatical form or variant of a term defined in the Plan shall be construed to have a meaningcorresponding to the definition of the term set forth herein. The terms “hereof,” “hereto,” “hereunder” and similar terms in the Plan refer to the Plan as a whole and not to any particularprovision of the Plan.

3

Section 3. Term of the Plan

3.1 Effective Date . The Plan shall be effective as of the date on which it is approved by the Company’s stockholders (the “Effective Date”).

3.2 Term of the Plan . Unless the Plan is earlier terminated in accordance with the provisions hereof, no Award shall be granted under the Plan after June 30, 2020, but Awardsgranted on or prior to such date shall continue to be governed by the terms and conditions of the Plan and the applicable Award Agreement (including terms regarding amendments to ormodifications of outstanding Awards).

Section 4. Administration of the Plan

4.1 The Committee . The Plan shall be administered by the Committee. No action of the Committee under the Plan shall be void or deemed to be without authority due to aCommittee member’s failure to qualify as an Independent Director at the time the action was taken.

4.2 Committee Authority . Subject to the express provisions of the Plan, the Committee shall have full and exclusive power, authority and discretion to take any and all actionsnecessary, appropriate or advisable for the administration of the Plan, including the following:

(a) Select Eligible Persons to become Participants;

(b) Grant Awards;

(c) Delegate the granting of Awards as specified in Section 4.5;

(d) Determine the type or types of Awards to be granted to each Participant and the timing thereof;

(e) Determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(f) Determine the terms, conditions, restrictions and other provisions of each Award, provided that the vesting schedule of any Award granted hereunder (other thanAwards involving an aggregate number of Shares equal to or less than 5% of the Shares available for issuance pursuant to Awards under the Plan) shall provide thatno portion of such Award may become vested or exercisable prior to the first anniversary of the Grant Date of such Award, subject, however, to the provisions ofSections 4.2(i), 7.6, 13.4, 18, 19.2, 20 and 22 (the “Minimum Vesting Requirement”);

(g) Establish performance conditions for Performance Awards and Qualified Performance-Based Awards, and verify the level of performance attained with respect tosuch performance conditions;

(h) Prescribe the form of each Award Agreement, which need not be identical for each Participant;

(i) Amend, modify, suspend, discontinue or terminate the Plan, waive any restrictions or conditions applicable to any Award, or amend or modify the terms andconditions of any outstanding Award;

(j) Adopt sub-plans or supplements to, or alternative versions of, the Plan as the Committee deems necessary or desirable to comply with the laws or regulations of orto accommodate the tax policy or custom of, foreign jurisdictions;

(k) Establish, adopt or revise rules, guidelines and policies for the administration of the Plan;

(l) Construe and interpret the Plan, any Award Agreement and any other documents and instruments relating to the Plan or any Award;

(m) Correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement; and

(n) Make all other decisions and determinations and take such other actions with respect to the Plan or any Award as the Committee may deem necessary, appropriateor advisable for the administration of the Plan.

The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of theCommittee.

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4.3 Grants to Non-Management Directors .

(a) Awards . Notwithstanding any other provision of the Plan, including Sections 4.1 and 4.2, any Awards made under the Plan to Non-Management Directors shall beapproved, or made in accordance with a policy or program approved, by the Board of Directors; provided , however , (1) the Committee shall recommend such Awards, policy orprogram to the Board of Directors for its approval and (2) the Committee retains full independent authority conferred under the Plan with respect to all other aspects of Awards toNon-Management Directors. Solely with respect to the grant of Awards to Non-Management Directors, all rights, powers and authorities vested in the Committee under the Planwith respect thereto shall instead be exercised by the Board of Directors and any reference in the Plan to the Committee shall be deemed to include a reference to the Board ofDirectors.

(b) Retainers and Meeting Fees . Upon such terms and conditions as may be established by the Board of Directors, each Non-Management Director may elect to have all orpart of his or her retainer and meeting fees paid in Shares under the Plan.

4.4 Actions and Interpretations by the Committee . All interpretations, decisions, determinations and actions under or with respect to the Plan shall be within the sole discretion ofthe Committee, may be made at any time, and shall be final, conclusive and binding on all persons, including Participants, persons claiming rights from or through a Participant, andstockholders. The Committee’s determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.

4.5 Delegation of Authority .

(a) Subject to any applicable laws, rules or regulations (including Section 157(c) of the Delaware General Corporation Law or any successor provision), the Committee may,by resolution, expressly delegate to one or more officers of the Company the authority, within specified parameters as to the number, types and terms of Awards, to (1) designateEligible Persons to be recipients of Awards and (2) determine the number of such Awards to be received by any such Participants; provided , however , that such delegation may notbe made with respect to Awards to be granted to any Non-Management Director, any Eligible Person who is a Reporting Person or any Eligible Person who is then a CoveredEmployee.

(b) The Committee may delegate to any appropriate officer or employee of the Company or an Affiliate responsibility for performing ministerial and administrativefunctions under the Plan.

(c) In the event that the Committee’s authority is delegated to any officer or employee in accordance with Section 4.5(a) or (b), any actions undertaken by such person inaccordance with the Committee’s delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to theCommittee shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to such officer or employee.

4.6 Limitation of Liability . The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished by any officer oremployee of the Company or an Affiliate, the Company’s independent certified public accountants, counsel or other advisors to the Company, or any consultant, attorney, accountant orother advisor retained by the Committee to assist in the administration of the Plan. Neither the Board of Directors nor the Committee, nor any member of either, shall be liable for any act,omission, interpretation, decision, construction or determination made in good faith in connection with the Plan or any Award.

Section 5. Shares Subject to the Plan; Maximum Awards

5.1 Number of Shares . Subject to the Share counting rules set forth in Section 5.3 and to adjustment as provided in Section 19, the aggregate number of Shares reserved andavailable for issuance pursuant to Awards granted under the Plan shall be 29,600,000, of which no more than 3,000,000 may be issued as Full-Value Awards.

5.2 Incentive Stock Options . The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 19,600,000, subject toadjustment as provided in Section 19.

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5.3 Share Counting .

(a) The number of Shares covered by an Award, or to which an Award relates, shall be subtracted from the Plan Share reserve as of the Grant Date.

(b) To the extent an Award is canceled, terminates, expires, is forfeited or lapses for any reason (in whole or in part), any unissued or forfeited Shares subject to the Awardshall be added back to the Plan Share reserve and available again for issuance pursuant to Awards granted under the Plan.

(c) Any Shares related to Awards that are settled in cash or other consideration in lieu of Shares shall be added back to the Plan Share reserve and available again forissuance pursuant to Awards granted under the Plan.

(d) Shares withheld or deducted from an Award by the Company to satisfy tax withholding requirements relating to Stock Options or Stock Appreciation Rights shall not beadded back to the Plan Share reserve and shall not again be available for issuance pursuant to Awards granted under the Plan, but Shares withheld or deducted by the Company tosatisfy tax withholding requirements relating to Full-Value Awards shall be added back to the Plan Share reserve and available again for issuance pursuant to Awards granted underthe Plan. Shares delivered by a Participant to the Company to satisfy tax withholding requirements shall be treated in the same way as Shares withheld or deducted from an Awardas specified above for purposes of Share counting under this Section 5.3(d).

(e) To the extent that the full number of Shares subject to a Stock Option or a Share-settled Stock Appreciation Right is not issued upon exercise of such Stock Option orStock Appreciation Right for any reason, including by reason of a net settlement or Net Exercise, then all Shares that were covered by the exercised Stock Option or SAR shall notbe added back to the Plan Share reserve and shall not again be available for issuance pursuant to Awards granted under the Plan.

(f) If the Exercise Price of a Stock Option is satisfied by delivering Shares to the Company (by either actual delivery or attestation), such Shares shall not be added to thePlan Share reserve and shall not be available for issuance pursuant to Awards granted under the Plan.

(g) To the extent that the full number of Shares subject to a Performance Award or Qualified Performance-Based Award (other than a Stock Option or Stock AppreciationRight) is not issued by reason of failure to achieve maximum performance goals, the number of Shares not issued shall be added back to the Plan Share reserve and shall beavailable again for issuance pursuant to Awards granted under the Plan.

(h) Shares repurchased on the open market with the proceeds of a Stock Option exercise shall not be added to the Plan Share reserve and shall not be available for issuancepursuant to Awards granted under the Plan.

(i) Any Dividend Equivalent denominated in Shares shall be counted against the aggregate number of Shares available for issuance pursuant to Awards under the Plan insuch amount and at such time as the Dividend Equivalent first constitutes a commitment to issue Shares.

(j) Substitute Awards granted pursuant to Section 7.6 shall not count against the Plan Share reserve and the Shares otherwise available for issuance under the Plan.

5.4 Source of Shares . Shares issued under the Plan may consist, in whole or in part, of authorized but unissued shares or treasury shares.

5.5 Fractional Shares . No fractional Shares shall be issued under or pursuant to the Plan or any Award and the Committee shall determine, in its sole discretion, whether cash shallbe given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.

5.6 Maximum Awards . Subject to adjustment as provided in Section 19:

(a) Stock Options . The maximum aggregate number of Shares subject to Stock Options granted under the Plan to any one Participant during any fiscal year of the Companyshall be 1,000,000.

(b) SARs . The maximum aggregate number of Shares subject to Stock Appreciation Rights granted under the Plan to any one Participant during any fiscal year of theCompany shall be 1,000,000.

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(c) Restricted Shares . The maximum aggregate number of Restricted Shares granted under the Plan to any one Participant during any fiscal year of the Company shall be500,000.

(d) RSUs . The maximum aggregate number of Shares underlying Awards of Restricted Stock Units granted under the Plan to any one Participant during any fiscal year ofthe Company shall be 500,000.

(e) Other Stock-Based Awards . The maximum aggregate number of Shares underlying Other Stock-Based Awards granted under the Plan to any one Participant during anyfiscal year of the Company shall be 500,000.

(f) Performance Awards . The maximum aggregate number of Shares underlying Performance Awards granted under the Plan to any one Participant during any fiscal year ofthe Company shall be as set forth in Sections 5.6(a) – (e) above.

(g) Qualified Performance-Based Awards . The maximum aggregate number of Shares underlying Qualified Performance-Based Awards (other than Stock Options andStock Appreciation Rights ) granted under the Plan to any one Participant during any fiscal year of the Company shall be as set forth in Sections 5.6(c) – (e) above.

Section 6. Eligibility and Participation in the Plan; Limitation on Rights of Participants

6.1 Eligible Persons . Only Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants under the Plan.

6.2 Participation in the Plan . The Committee shall from time to time, in its sole and complete discretion and subject to the provisions of the Plan, designate those Eligible Persons towhom Awards shall be granted and shall determine the nature and amount of each Award.

6.3 No Right to Receive Award or Be Treated Uniformly .

(a) No Eligible Person or other person shall have any claim or right to receive an Award under the Plan, and no Participant, having received an Award, shall have any claimor right to receive a future Award.

(b) Neither the Company, its Affiliates nor the Committee has any obligation to treat Eligible Persons or Participants uniformly under the Plan. Determinations made underthe Plan may be made by the Committee selectively among Eligible Persons and Participants, whether or not such persons are similarly situated.

(c) The grant of an Award under this Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as arespecified in the Plan as being applicable to such type of Award or to all Awards or as are expressly set forth in the Award Agreement relating to such Award.

6.4 No Right to Employment or Service . Neither the Plan, any Award granted under the Plan nor any Award Agreement (a) shall be deemed to constitute an employment contractor confer or be deemed to confer upon any Eligible Person or Participant any right to remain employed by the Company or an Affiliate, as the case may be, or to continue to provideservices as a Non-Management Director, or (b) interfere with or limit in any way the right of the Company or an Affiliate, as the case may be, to terminate an Eligible Person’s orParticipant’s employment by the Company or an Affiliate or service as a Non-Management Director for any reason at any time.

Section 7. Awards Generally

7.1 Form and Grant of Awards . The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Subject to theprovisions of the Plan (including Section 21), Awards may, in the sole discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any otherAward or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem withawards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

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7.2 No Cash Consideration for the Grant of Awards . Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, Awards shall be granted forno cash consideration or for such minimal cash consideration as may be required by applicable law.

7.3 Award Agreements . Awards granted under the Plan shall be evidenced by an Award Agreement that shall contain such terms, conditions, restrictions and provisions as theCommittee shall determine and that are not inconsistent with the Plan. The Committee may, in its sole discretion, require as a condition to any Award Agreement’s effectiveness that suchAward Agreement be executed by the Participant, including by electronic signature or other electronic indication of acceptance. The terms and conditions of Award Agreements need notbe the same with respect to each Participant.

7.4 Forms of Payment Under Awards . Subject to the provisions of the Plan, payment or settlement of Awards may be made in such form or forms as the Committee shall determineand as shall be set forth in the applicable Award Agreement, including Shares, cash, other securities of the Company, other Awards, any other form of property as the Committee shalldetermine, or any combination thereof. Payment of Awards may be made in a single payment or transfer, in installments, or on a deferred basis (subject to the provisions of Section 24.10),as determined by the Committee and subject to the provisions of the Plan.

7.5 Nontransferability of Awards; Beneficiaries .

(a) Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, no Award, nor any interest in such Award, may be sold, pledged,assigned, exchanged, encumbered, hypothecated, gifted, transferred or disposed of in any manner by the Participant, other than by will or by the laws of descent and distribution.Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, all rights with respect to Awards granted to a Participant under the Plan shall beexercisable during the Participant’s lifetime only by such Participant or a duly appointed legal guardian or legal representative of such Participant. Notwithstanding the foregoing,the Committee shall not permit any Participant to transfer an Award to a third party for value.

(b) Notwithstanding the provisions of Section 7.5(a), the Committee, in its sole discretion, may provide in the terms of an Award Agreement, or in any other mannerprescribed by the Committee, that a Participant shall have the right to designate, in the manner determined by the Committee, a beneficiary or beneficiaries who shall be entitled toexercise any rights and to receive any payments or distributions with respect to an Award following the Participant’s death.

(c) A legal guardian, legal representative, beneficiary or other person claiming any rights under the Plan from or through a Participant shall be subject to all terms andconditions of the Plan and the relevant Award Agreement applicable to the Participant, except as otherwise determined by the Committee, and to any additional terms andconditions deemed necessary, appropriate or advisable by the Committee. If the Committee does not authorize the designation of a beneficiary, or if so authorized, no beneficiaryhas been designated or survives the Participant, an outstanding Award may be exercised by or shall become payable to the legal representative of the Participant’s estate.

7.6 Substitute Awards . The Committee may grant Awards under the Plan in assumption of, or in substitution or exchange for, stock and stock-based awards held by employees anddirectors of another entity who become Eligible Persons in connection with the acquisition (whether by purchase, merger, consolidation or other corporate transaction) by the Company oran Affiliate of the business or assets of the former employing entity (“Substitute Awards”). The Committee may direct that the Substitute Awards be granted on such terms and conditionsas the Committee considers appropriate in the circumstances.

7.7 Issuance of Shares . To the extent that the Plan or any Award Agreement provides for the issuance of Shares, the issuance may be effected on a certificated or non-certificatedbasis, subject to applicable law and the applicable rules of any stock exchange.

Section 8. Stock Options

8.1 Grant of Stock Options . The Committee may grant Stock Options to any Eligible Person selected by the Committee. Stock Options shall be designated, in the discretion of theCommittee, as an Incentive Stock Option or as a Non-Qualified Stock Option or a combination thereof. Each Stock Option will be evidenced by an Award Agreement that shall set forththe number of Shares covered by the Stock Option, the Exercise Price, the term of the Stock Option, the vesting schedule, and such other terms, conditions and provisions as may bespecified by the Committee consistent with the terms of the Plan.

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8.2 Exercise Price . The Exercise Price of a Stock Option shall be determined by the Committee, provided that the Exercise Price of a Stock Option (other than a Stock Optionissued as a Substitute Award) shall not be less than 100% of the Fair Market Value of a Share on the Grant Date.

8.3 Exercise Term . The Committee shall determine the period during which a Stock Option may be exercised, provided that no Stock Option shall be exercisable for more than tenyears from the Grant Date of such Stock Option.

8.4 Time and Conditions of Exercise . The Committee shall establish the time or times at which a Stock Option may be exercised in whole or in part, subject to Section 8.3 and theMinimum Vesting Requirement. The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of a Stock Option may beexercised.

8.5 Incentive Stock Options .

(a) Eligibility. Incentive Stock Options may be granted only to employees of (1) the Company or (2) an Affiliate that is a “subsidiary corporation” within the meaning ofCode Section 424(f).

(b) Annual Limit. To the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by aParticipant during any calendar year (under the Plan and any other stock option plan of the Company) exceeds $100,000 or, if different, the maximum limitation in effect at the timeof grant under the Code (the Fair Market Value being determined as of the Grant Date for the ISO), such portion in excess of $100,000 shall be treated as a Non-Qualified StockOption.

(c) Code Section 422. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Code Section 422. Any StockOption or portion thereof that is designated as an ISO that for any reason fails to meet the requirements of an ISO shall be treated as a Non-Qualified Stock Option.

(d) Disqualifying Dispositions. If Shares acquired upon exercise of an Incentive Stock Option are disposed of within two years following the Grant Date of the ISO or oneyear following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date andterms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

8.6 No Reloads . Award Agreements for Stock Options shall not contain any provision entitling a Participant to the automatic grant of additional Stock Options in connection withthe exercise of the original Stock Option.

8.7 Exercise Procedures . Stock Options may be exercised by Participants in accordance with such rules and procedures as may be established by the Committee.

8.8 Payment of Exercise Price . The full Exercise Price of a Stock Option shall be payable in cash at the time the Stock Option is exercised (including payment through a “cashlessexercise” arrangement), together with any applicable withholding taxes. The Committee, in its sole discretion, may provide in an Award Agreement or otherwise (subject to such terms,conditions, provisions and restrictions set forth therein) that: (a) payment of all or any part of the aggregate Exercise Price of a Stock Option may be made by tendering (actually or byattestation) Shares already owned by the Participant; or (b) the Stock Option may be exercised through a Net Exercise procedure.

Section 9. Stock Appreciation Rights

9.1 Grant of SARs . The Committee may grant Stock Appreciation Rights to any Eligible Person selected by the Committee. An SAR may be granted in tandem with a Stock Optionor alone (“freestanding”). Each SAR will be evidenced by an Award Agreement that shall set forth the number of Shares covered by the SAR, the Exercise Price, the term of the SAR, thevesting schedule, and such other terms, conditions and provisions as may be specified by the Committee consistent with the terms of the Plan.

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9.2 Freestanding SARs .

(a) Exercise Price . The Exercise Price of a freestanding Stock Appreciation Right shall be determined by the Committee, provided that the Exercise Price of a freestandingSAR (other than a freestanding SAR issued as a Substitute Award) shall not be less than 100% of the Fair Market Value of a Share on the Grant Date.

(b) Exercise Term . The Committee shall determine the period during which a freestanding Stock Appreciation Right may be exercised, provided that no freestanding SARshall be exercisable for more than ten years from the Grant Date of such SAR.

(c) Time and Conditions of Exercise . The Committee shall determine the time or times at which a freestanding SAR may be exercised in whole or in part, subject toSection 9.2(b) and the Minimum Vesting Requirement. The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of afreestanding SAR may be exercised.

9.3 Tandem Stock Options/SARs . A Stock Appreciation Right may be granted in tandem with a Stock Option, either at the time of grant or at any time thereafter during the term ofthe Stock Option. A tandem Stock Option/SAR will entitle the Participant to elect, as to all or any portion of the number of Shares subject to the Award, to exercise either the Stock Optionor the SAR, resulting in the reduction of the corresponding number of Shares subject to the right so exercised as well as the tandem right not so exercised. An SAR granted in tandem witha Stock Option shall have an Exercise Price equal to the Exercise Price of the Stock Option, will be vested and exercisable at the same time or times that a related Stock Option is vestedand exercisable, and will expire no later than the time at which the related Stock Option expires.

9.4 Payment of SARs . Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount determined by multiplying (a) the excess of the FairMarket Value of a Share on the date of exercise over the Exercise Price by (b) the number of Shares with respect to which the SAR is exercised. The payment upon exercise of an SAR maybe in cash, Shares valued at their Fair Market Value on the date of exercise, any other form of consideration, or some combination thereof, as determined by the Committee and set forth inthe applicable Award Agreement, and shall be subject to any applicable withholding taxes.

Section 10. Restricted Shares

10.1 Grant of Restricted Shares . The Committee may grant Restricted Shares to any Eligible Person selected by the Committee, in such amounts as shall be determined by theCommittee. Each grant of Restricted Shares will be evidenced by an Award Agreement that shall set forth the number of Restricted Shares covered by the Award and the terms, conditions,restrictions and other provisions applicable to the Restricted Shares as may be specified by the Committee consistent with the terms of the Plan.

10.2 Restrictions and Lapse of Restrictions . Restricted Shares shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions as the Committee mayimpose. Subject to the Minimum Vesting Requirement, these restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon thesatisfaction of performance goals or continued Service requirements, or otherwise, as determined by the Committee and set forth in the applicable Award Agreement. If the vestingrequirements applicable to all or any part of an Award of Restricted Shares shall not be satisfied, the Restricted Shares with respect to which such requirements are not satisfied shall bereturned to the Company.

10.3 Issuance of Restricted Shares . Restricted Shares shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to the Participant, orif required by the Committee, a custodian or escrow agent (including the Company or its designee) designated by the Committee, a stock certificate or certificates registered in the name ofthe Participant. If physical certificates representing the Restricted Shares are registered in the name of the Participant, such certificates may, if the Committee so determines, bear anappropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Shares.

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10.4 Additional Shares Received With Respect to Restricted Shares . Any Shares or other securities of the Company received by a Participant as a stock dividend on, or inconnection with a stock split or combination, share exchange, reorganization, recapitalization, merger, consolidation or otherwise with respect to, Restricted Shares shall have the samestatus, be subject to the same restrictions and, if such Restricted Shares are represented by a certificate, bear the same legend, if any, as such Restricted Shares.

10.5 Rights with Respect to Shares . Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, a Participant who receives an Award ofRestricted Shares shall have all rights of ownership with respect to such Restricted Shares, including the right to vote such Shares and to receive any dividends or other distributions paid ormade with respect thereto, subject, however, to the provisions of the Plan, the applicable Award Agreement and, if such Restricted Shares are represented by a certificate, any legend on thecertificate for such Shares.

Section 11. Restricted Stock Units

11.1 Grant of RSUs . The Committee may grant Restricted Stock Units to any Eligible Person selected by the Committee, in such amounts as shall be determined by the Committee.Each grant of RSUs will be evidenced by an Award Agreement that shall set forth the number of RSUs covered by the Award and the terms, conditions, restrictions and other provisionsapplicable to the RSUs as may be specified by the Committee consistent with the terms of the Plan.

11.2 Restrictions and Lapse of Restrictions . Restricted Stock Units shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions as the Committeemay impose. Subject to the Minimum Vesting Requirement, these restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, uponthe satisfaction of performance goals or continued Service requirements, or otherwise, as determined by the Committee and set forth in the applicable Award Agreement.

11.3 Settlement of RSUs . Restricted Stock Units shall become payable to a Participant at the time or times set forth in the Award Agreement, which may be upon or following thevesting of the Award (subject to the provisions of Section 24.10). RSUs may be paid in cash, Shares or a combination thereof, as determined by the Committee and set forth in theapplicable Award Agreement, subject to any applicable withholding taxes.

11.4 No Rights as a Stockholder . The Participant shall have no rights as a stockholder with respect to an Award of Restricted Stock Units until such time as Shares are paid anddelivered to the Participant in settlement of the RSUs pursuant to the terms of the Award Agreement.

Section 12. Performance Awards

12.1 Grant of Performance Awards . The Committee may specify that any Award granted under the Plan shall constitute a Performance Award by conditioning the right of aParticipant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. TheCommittee shall have the complete discretion to determine the number of Performance Awards granted to each Participant, subject to the provisions of Section 5.6, and to designate theterms, conditions and provisions of such Performance Awards (subject to the Minimum Vesting Requirement). Each Performance Award will be evidenced by an Award Agreement thatshall set forth the terms, conditions and other provisions applicable to the Performance Award as may be specified by the Committee consistent with the terms of the Plan.

12.2 Performance Goals . The Committee may use such business criteria and other performance measures as it may deem appropriate in establishing any performance conditions forPerformance Awards, and may reserve the right to exercise its discretion to reduce or increase the amounts payable under any Performance Award, provided that (a) such discretion shall belimited as provided in Section 13.6 with respect to Qualified Performance-Based Awards and (b) no discretion to reduce or increase the amounts payable (except pursuant to the provisionsof Section 19) shall be reserved unless such reservation of discretion is expressly stated by the Committee at the time it acts to authorize or approve the grant of such Performance Award.

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Section 13. Qualified Performance-Based Awards

13.1 Stock Options and SARs . The provisions of the Plan are intended to ensure that all Stock Options and Stock Appreciation Rights granted hereunder to any Covered Employeeshall qualify for the Section 162(m) Exemption.

13.2 Other Awards . When granting any Award under the Plan other than a Stock Option or Stock Appreciation Right, the Committee may designate such Award as a QualifiedPerformance-Based Award, based upon a determination that the Participant is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualifyfor the Section 162(m) Exemption. If an Award is so designated, the Committee shall establish objective performance goals for such Award no later than the earlier of (a) the date 90 daysafter the commencement of the period of service to which the performance goal or goals relate as determined by the Committee in its sole discretion (the “Performance Period”) and (b) thedate on which 25% of such Performance Period has elapsed and, in any event, at a time when the outcome of the performance goals remains substantially uncertain. The Committee mayestablish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping Performance Periods.

13.3 Qualified Performance Criteria . Performance goals for Qualified Performance-Based Awards shall be based on one or more of the following Qualified Performance Criteriafor the Company, on a consolidated basis or for a specified Affiliate or other business unit of the Company, or a division, region, department or function within the Company or anAffiliate:

(a) Revenues (net or gross);

(b) Profit (including net profit, pre-tax profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures);

(c) Earnings (including earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, earnings per share (basic or diluted) or othercorporate earnings measures);

(d) Income (including net income (before or after taxes), operating income or other corporate income measures);

(e) Cash (including cash flow, free cash flow, operating cash flow, net cash provided by operations, cash flow in excess of cost of capital or other cash measures);

(f) Return measures (including return on assets (gross or net), return on equity, return on income, return on invested capital, return on operating capital, return on sales,and cash flow return on assets, capital, investments, equity or sales);

(g) Operating margin or profit margin;

(h) Contribution margin by business segment;

(i) Share price or performance;

(j) Total stockholder return;

(k) Economic value increased;

(l) Volume growth;

(m) Package yields;

(n) Expenses (including expense management, expense ratio, expense efficiency ratios, expense reduction measures or other expense measures);

(o) Operating efficiency or productivity measures or ratios;

(p) Dividend payout levels;

(q) Internal rate of return or increase in net present value; and

(r) Strategic business criteria consisting of one or more goals regarding, among other things, acquisitions and divestitures, successfully integrating acquisitions,

customer satisfaction, employee satisfaction, safety standards, strategic plan development and implementation, agency ratings of financial strength, completion offinancing transactions and new product development.

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Performance goals with respect to the foregoing Qualified Performance Criteria may be specified in absolute terms, in percentages, or in terms of growth from period to period orgrowth rates over time, and may be measured relative to the performance of one or more specified companies, or a published or special index, or a stock market index, as the Committeedeems appropriate. Performance goals need not be based on audited financial results.

13.4 Performance Goals . Each Qualified Performance-Based Award (other than a Stock Option or Stock Appreciation Right) shall be earned, vested and payable (as applicable)only upon the achievement of the performance goals established by the Committee based upon one or more Qualified Performance Criteria, together with the satisfaction of any otherconditions, such as continued Service, as the Committee may determine to be appropriate; provided , however , that the Committee may provide in the applicable Award Agreement, eitherat the time of grant or by amendment thereafter, that achievement of such performance goals will be waived, in whole or in part, upon (a) the termination of employment of a Participant byreason of death or Disability, or (b) the occurrence of a Change of Control. Performance Periods established by the Committee for any Qualified Performance-Based Award may be as shortas one year and may be any longer period.

13.5 Calculation of Performance Goals . The Committee may provide in any Qualified Performance-Based Award, at the time the performance goals are established, that anyevaluation of performance shall exclude or otherwise objectively adjust for any specified event that occurs during a Performance Period, including the following: (a) asset write-downs orimpairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results;(d) accruals and charges for reorganization and restructuring programs; (e) acquisitions or divestitures; (f) foreign exchange gains and losses; (g) extraordinary nonrecurring items asdescribed in Financial Accounting Standards Board Accounting Standards Codification Topic 225.20, “Income Statement — Extraordinary and Unusual Items”; and (h) extraordinarynonrecurring items as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for theapplicable year. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m)for deductibility.

13.6 Certification of Performance Goals . After the completion of the applicable Performance Period, the Committee shall certify in writing the extent to which any performancegoals and any other material conditions relating to a Qualified Performance-Based Award (other than a Stock Option or Stock Appreciation Right) have been satisfied, and the amountpayable as a result thereof, prior to payment, settlement or vesting of such Award. Except as specifically provided in Section 13.4, no Qualified Performance-Based Award held by aCovered Employee or by an employee who in the reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be amended, nor may the Committeeexercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award, in any manner to waive the achievement of the applicableperformance goals based on Qualified Performance Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the QualifiedPerformance-Based Award to cease to qualify for the Section 162(m) Exemption. Subject to the provisions of Section 12.2, the Committee may, however, exercise negative discretion todetermine that the portion of a Qualified Performance-Based Award actually earned, vested or payable (as applicable) shall be less than the portion that would be earned, vested or payablebased solely upon application of the applicable performance goals.

13.7 Award Limits . Section 5.6 sets forth the maximum number of Shares that may be granted to any one Participant during any fiscal year of the Company in designated forms ofAwards.

Section 14. Dividend Equivalents

14.1 Grant of Dividend Equivalents . The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder, subject to such terms andconditions as may be established by the Committee and set forth in the applicable Award Agreement. Dividend Equivalents shall entitle the Participant to receive payments equal todividends paid on outstanding Shares with respect to all or a portion of the number of Shares subject to a Full-Value Award, as determined by the Committee. The Committee may providethat Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional Shares, or otherwise reinvested; provided , however , that with respect toDividend Equivalents payable on Performance Awards, such Dividend Equivalents may be earned but shall not be paid until payment or settlement of the underlying Performance Award.

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14.2 Options and SARs . Dividend Equivalents shall not be granted with respect to Stock Options or Stock Appreciation Rights.

Section 15. Other Stock-Based Awards

The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are denominated or payable in, valued in whole or in partby reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including Shares awarded purely as a “bonus” andnot subject to any restrictions or conditions, Shares issued to Non-Management Directors pursuant to the provisions of Section 4.3(b), Shares issued in lieu of other rights to cashcompensation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares and Awards valued by reference to the bookvalue of Shares or the value of securities of or the performance of specified Affiliates. The Committee shall determine the terms and conditions of such Other Stock-Based Awards (anyOther Stock-Based Award that includes continued Service requirements shall be subject to the Minimum Vesting Requirement), which shall be set forth in the applicable AwardAgreement.

Section 16. Tax Withholding

16.1 Tax Withholding . The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate,an amount sufficient to satisfy any federal, state, local or other taxes of any kind, domestic or foreign, required by any applicable law, rule or regulation to be withheld with respect to anygrant, exercise, lapse of restriction, vesting, distribution, payment or other taxable event involving an Award or the Plan, and take such other action as the Committee may deem necessary,appropriate or advisable to enable the Company or an Affiliate to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. With respect towithholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement besatisfied, in whole or in part, by delivery of, or withholding from the Award, Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not anygreater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions orlimitations that the Committee, in its sole discretion, deems appropriate.

16.2 Company Not Liable . Neither the Company, any Affiliate, the Board of Directors, nor the Committee shall be liable to any Participant or any other person as to any taxconsequences expected, but not realized, by any Participant or other person due to the grant, exercise, lapse of restriction, vesting, distribution, payment or other taxable event involvingany Award. Although the Company and its Affiliates may endeavor to (a) qualify an Award for favorable tax treatment in a jurisdiction or (b) avoid adverse tax treatment for an Award, theCompany makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment.

Section 17. Compliance with Laws

17.1 Compliance with Laws . The Plan, all Awards (including the grant, exercise, payment and settlement thereof), and the issuance of Shares hereunder shall be subject to allapplicable laws, rules and regulations, domestic or foreign, and to such approvals by any governmental agencies or securities exchange or similar entity as may be required.Notwithstanding any other provision of the Plan or the provisions of any Award Agreement, the Company shall have no obligation to issue or deliver any Shares under the Plan or makeany other payment or distribution of benefits under the Plan unless such issuance, delivery, payment or distribution would comply with all applicable laws, rules and regulations (includingthe Securities Act and the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity. The Company may require any Participantto make such representations and warranties, furnish such information, take such action and comply with and be subject to such conditions as may be necessary, appropriate or advisable tocomply with the foregoing.

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17.2 No Obligation to Register Shares . The Company shall be under no obligation to register for offering or resale or to qualify for exemption under the Securities Act, or toregister or qualify under the laws of any state or foreign jurisdiction, any Shares, security or interest in a security payable, issuable or deliverable under, or created by, the Plan, or tocontinue in effect any such registrations or qualifications if made.

17.3 Stock Trading Restrictions . All Shares issuable under the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable tocomply with federal, state or foreign securities laws, rules and regulations and the rules of any securities exchange or similar entity. The Committee may place legends on any certificateevidencing Shares or issue instructions to the transfer agent to reference restrictions applicable to the Shares.

Section 18. Rights After Termination of Service; Acceleration For Other Reasons

18.1 Death . Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, if a Participant’s Service terminates by reason of his or her death:

(a) All of that Participant’s outstanding Stock Options and Stock Appreciation Rights that are not Performance Awards shall become fully exercisable and may thereafter beexercised in full by the legal representative of the Participant’s estate or by the beneficiary, if any, designated by the Participant pursuant to the provisions of Section 7.5(b), for aperiod of twelve months from the date of the Participant’s death or until the expiration of the stated period of the Stock Option or SAR, whichever period is shorter (to the extentthat the provisions of this Section 18.1(a) cause Incentive Stock Options to fail to comply with the provisions of Code Section 422, such Stock Options shall be deemed to beNon-Qualified Stock Options); and

(b) All vesting restrictions and conditions on that Participant’s outstanding Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shallimmediately lapse and such Restricted Shares shall be fully vested.

The applicable Award Agreement shall set forth the treatment of a Participant’s outstanding Restricted Stock Units, Performance Awards, Qualified Performance-Based Awards(other than Stock Options and SARs) and Other Stock-Based Awards upon a Participant’s termination of Service by reason of his or her death.

18.2 Disability . Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, if a Participant’s Service terminates by reason of his or herDisability:

(a) All of that Participant’s outstanding Stock Options and Stock Appreciation Rights that are not Performance Awards shall become fully exercisable and may thereafter beexercised in full for a period of twenty-four months from the date of such termination of Service or the stated period of the Stock Option or SAR, whichever period is the shorter;provided , however , that if the Participant dies within a period of twenty-four months after such termination of Service, any outstanding Stock Option or SAR may thereafter beexercised by the legal representative of the Participant’s estate or by the beneficiary, if any, designated by the Participant pursuant to the provisions of Section 7.5(b), for a period oftwelve months from the date of the Participant’s death or until the expiration of the stated period of the Stock Option or SAR, whichever period is the shorter (to the extent that theprovisions of this Section 18.2(a) cause Incentive Stock Options to fail to comply with the provisions of Code Section 422, such Stock Options shall be deemed to be Non-QualifiedStock Options); and

(b) All vesting restrictions and conditions on that Participant’s outstanding Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shallimmediately lapse and such Restricted Shares shall be fully vested.

Any rights of a Participant following his or her termination of Service by reason of Disability with respect to his or her outstanding Restricted Stock Units, Performance Awards,Qualified Performance-Based Awards (other than Stock Options and SARs) and Other Stock-Based Awards shall be set forth in the applicable Award Agreement.

18.3 Retirement . Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, if a Participant’s Service terminates by reason of his or herRetirement:

(a) The Participant’s outstanding Stock Options and Stock Appreciation Rights that are not Performance Awards will cease vesting but, solely to the extent exercisable at thetime of the Participant’s Retirement, may thereafter be exercised until the expiration of the stated period of the Stock Option or SAR;

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provided , however , that if the Participant dies after such termination of Service, any unexercised Stock Option or SAR may thereafter be exercised by the legal representative ofthe Participant’s estate or by the beneficiary, if any, designated by the Participant pursuant to the provisions of Section 7.5(b), for a period of twelve months from the date of theParticipant’s death or until the expiration of the stated period of the Stock Option or SAR, whichever period is the shorter (to the extent that the provisions of this Section 18.3(a)cause Incentive Stock Options to fail to comply with the provisions of Code Section 422, such Stock Options shall be deemed to be Non-Qualified Stock Options);

(b) If the Participant has attained the age of 60 at the time of his or her Retirement, all vesting restrictions and conditions on that Participant’s outstanding Restricted Sharesthat are not Performance Awards or Qualified Performance-Based Awards shall immediately lapse and such Restricted Shares shall be fully vested; and

(c) If the Participant has not yet attained the age of 60 at the time of his or her Retirement, that Participant’s outstanding Restricted Shares that are not Performance Awardsor Qualified Performance-Based Awards shall not be forfeited, but all time-based vesting conditions and restrictions on such Restricted Shares shall continue in accordance withtheir terms, or until the Participant’s death or Disability, in which case the provisions of Section 18.1 or Section 18.2, as applicable, shall apply.

Any rights of a Participant following his or her Retirement with respect to outstanding Restricted Stock Units, Performance Awards, Qualified Performance-Based Awards (otherthan Stock Options and SARs) and Other Stock-Based Awards shall be set forth in the applicable Award Agreement.

18.4 Other . Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, if a Participant’s Service terminates for any reason other than death,Disability or Retirement, the Participant’s Awards shall thereupon terminate and be forfeited.

18.5 Transfer; Leave of Absence .

(a) Transfer . For purposes of the Plan, a transfer of an employee Participant from the Company to an Affiliate, or vice versa, or from one Affiliate to another shall not bedeemed a termination of Service by the Participant.

(b) Leave of Absence . Unless otherwise determined by the Committee, a leave of absence by an employee Participant, duly authorized in writing by the Company or anAffiliate, shall not be deemed a termination of Service by the Participant for purposes of the Plan.

18.6 Acceleration For Any Other Reason . Regardless of whether an event has occurred as described in Sections 18.1, 18.2 and 18.3 above, and subject to the provisions ofSection 13 with respect to Qualified Performance-Based Awards, the Committee may in its sole discretion at any time determine that all or a portion of a Participant’s Stock Options, StockAppreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of any time-based or Service-based vestingconditions on all or a portion of any outstanding Awards shall lapse, or that any performance-based conditions with respect to any Awards shall be deemed to be wholly or partiallysatisfied, in each case, as of such date as the Committee may, in its sole discretion, determine. The Committee may discriminate among Participants and among Awards granted to aParticipant in exercising its discretion pursuant to this Section 18.6. Notwithstanding any other provision of the Plan, including this Section 18.6, the Committee may not accelerate thepayment of any Award if such acceleration would fail to comply with Code Section 409A(a)(3).

Section 19. Adjustments for Changes in Capitalization

19.1 Mandatory Adjustments . In the event of an “equity restructuring” (as such term is defined in Financial Accounting Standards Board Accounting Standards Codification Topic718, “Compensation — Stock Compensation”), including any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend, the authorization limits underSections 5.1, 5.2 and 5.6 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and outstanding Awards as it deems necessary or appropriate, in itssole discretion, to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, including: (a) adjustment of the number and kind of sharesor securities that may be issued under the Plan; (b) adjustment of the number and kind of shares or securities subject to outstanding Awards; (c) adjustment of

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the Exercise Price of outstanding Stock Options and Stock Appreciation Rights or the measure to be used to determine the amount of the benefit payable on an Award; (d) adjustment tomarket price-based performance goals or performance goals set on a per-Share basis; and (e) any other adjustments that the Committee determines to be equitable. Notwithstanding theforegoing, the Committee shall not make any adjustments to outstanding Stock Options or SARs to the extent that it causes such Stock Options or SARs to provide for a deferral ofcompensation subject to Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the outstanding Common Stock (a stock split), a dividend payable in Shares, ora combination or consolidation of the outstanding Common Stock into a lesser number of Shares, the authorization limits under Sections 5.1, 5.2 and 5.6 shall automatically be adjustedproportionately, and the Shares then subject to each outstanding Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionatelywithout any change in the aggregate Exercise Price therefor.

19.2 Discretionary Adjustments . Upon the occurrence or in anticipation of any share combination, exchange or reclassification, recapitalization, merger, consolidation or othercorporate reorganization affecting the Common Stock, or any transaction described in Section 19.1, in addition to any of the actions described in Section 19.1, the Committee may, in itssole discretion, provide: (a) that Awards will be settled in cash rather than Shares; (b) that Awards will become immediately vested and exercisable and will expire after a designated periodof time to the extent not then exercised; (c) that Awards will be equitably converted, adjusted or substituted in connection with such transaction; (d) that outstanding Awards may be settledby payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Shares as of a specified date associated with the transaction, over the Exercise Priceof the Award; (e) that performance targets and Performance Periods for Performance Awards and Qualified Performance-Based Awards will be modified, consistent with CodeSection 162(m) where applicable; or (f) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether ornot such Participants are similarly situated.

19.3 No Fractional Shares, etc. . After giving effect to any adjustment pursuant to the provisions of this Section 19, the number of Shares subject to any Award denominated inwhole Shares shall always be a whole number, unless otherwise determined by the Committee. Any discretionary adjustments made pursuant to the provisions of this Section 19 shall besubject to the provisions of Section 22. To the extent any adjustments made pursuant to this Section 19 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, suchStock Options shall be deemed to be Non-Qualified Stock Options.

Section 20. Change of Control

20.1 Definition . For purposes of the Plan, the term “Change of Control” means the occurrence of any of the following on or after the Effective Date:

(a) Any “person” (as such term is used in Sections 13(d) and 14 of the Exchange Act), other than (1) the Company, (2) any subsidiary of the Company, (3) any employeebenefit plan (or a trust forming a part thereof) maintained by the Company or any subsidiary of the Company, (4) any underwriter temporarily holding securities of the Companypursuant to an offering of such securities or (5) any person in connection with a transaction described in clauses (1), (2) and (3) of Section 20.1(b) below, becomes the “beneficialowner” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more of the total voting power of the Company’s thenoutstanding voting securities, unless such securities (or, if applicable, securities that are being converted into voting securities) are acquired directly from the Company in atransaction approved by a majority of the Incumbent Board (as defined in Section 20.1(d) below).

(b) The consummation of a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, or the sale or otherdisposition, in one transaction or a series of transactions, of all or substantially all of the assets of the Company (a “Corporate Transaction”), unless:

(1) the stockholders of the Company immediately before such Corporate Transaction will own, directly or indirectly, immediately following such CorporateTransaction, at least 60% of the total voting power of the outstanding voting securities of the corporation or other entity resulting from such Corporate Transaction(including a corporation or other entity that acquires all or substantially all of the Company’s assets, the “Surviving Company”) or the ultimate parent company thereof insubstantially the same proportion as their ownership of the voting securities of the Company immediately before such Corporate Transaction;

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(2) the individuals who were members of the Board of Directors immediately prior to the execution of the agreement providing for such Corporate Transactionconstitute a majority of the members of the board of directors or equivalent governing body of the Surviving Company or the ultimate parent company thereof; and

(3) no person, other than (A) the Company, (B) any subsidiary of the Company, (C) any employee benefit plan (or a trust forming a part thereof) maintained by theCompany or any subsidiary of the Company, (D) the Surviving Company, (E) any subsidiary or parent company of the Surviving Company, or (F) any person who,immediately prior to such Corporate Transaction, was the beneficial owner of securities of the Company representing 30% or more of the total voting power of theCompany’s then outstanding voting securities, is the beneficial owner of 30% or more of the total voting power of the then outstanding voting securities of the SurvivingCompany or the ultimate parent company thereof.

(c) The stockholders of the Company approve a complete liquidation or dissolution of the Company.

(d) Directors who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”), cease to constitute at least a majority of the Board of Directors (or, inthe event of any merger, consolidation or reorganization the principal purpose of which is to change the Company’s state of incorporation, form a holding company or effect asimilar reorganization as to form, the board of directors of such surviving company or its ultimate parent company); provided , however , that any individual becoming a member ofthe Board of Directors subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of a majority of thedirectors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any suchindividual whose initial assumption of office occurs as a result of either an actual or threatened proxy contest relating to the election of directors.

Notwithstanding the foregoing, a Change of Control will not be deemed to occur solely because any person (a “Subject Person”) becomes the beneficial owner of more than thepermitted amount of the outstanding voting securities of the Company as a result of the acquisition of voting securities by the Company which, by reducing the number of voting securitiesoutstanding, increases the proportional number of voting securities beneficially owned by the Subject Person, provided , that if a Change of Control would occur (but for the operation ofthis sentence) as a result of the acquisition of voting securities by the Company, and after such acquisition by the Company, the Subject Person becomes the beneficial owner of anyadditional voting securities that increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person to 30% or more of the total voting power, then aChange of Control will have occurred.

20.2 Effect of Change of Control . Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee and set forth in the applicable AwardAgreement, the provisions of this Section 20.2 shall apply to the types of Awards specified in subsections (a) and (b) below in the event of a Change of Control.

(a) Stock Options and SARs . In the event of a Change of Control, all outstanding Stock Options and Stock Appreciation Rights that are not Performance Awards shallbecome fully vested and immediately exercisable. To the extent that the provisions of this Section 20.2(a) cause Incentive Stock Options to exceed the dollar limitation set forth inCode Section 422(d), the excess Stock Options shall be deemed to be Non-Qualified Stock Options.

(b) Restricted Shares . In the event of a Change of Control as described in Section 20.1(b), as shall be determined by the Committee: (1) any outstanding and unvestedRestricted Shares that are not Performance Awards or Qualified Performance-Based Awards shall be canceled and the Company shall make a cash payment to those Participants inan amount equal to the highest price per Share received by the holders of Common Stock in connection with such Change of Control multiplied by the number of such unvestedRestricted Shares then held by such Participant, with any non-cash consideration to be valued in good faith by the Committee; or (2) all vesting restrictions and conditions withrespect to all outstanding Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shall immediately lapse and such Restricted Shares shall befully vested. In the event of a Change of Control as described in Section 20.1(a), (c) or (d), all vesting restrictions and conditions with respect to all outstanding Restricted Sharesthat are not Performance Awards or Qualified Performance-Based Awards shall immediately lapse and such Restricted Shares shall be fully vested.

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(c) Other Awards . Any rights of a Participant in connection with a Change of Control with respect to Restricted Stock Units, Performance Awards, Qualified Performance-Based Awards (other than Stock Options and Stock Appreciation Rights) and Other Stock-Based Awards shall be set forth in the applicable Award Agreement.

20.3 Excise Taxes . In the event that any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant under the Plan inconnection with a Change of Control would subject a Participant to any excise tax pursuant to Code Section 4999 (which excise tax would be the Participant’s obligation) due to thecharacterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Code Section 280G, the Participant may elect, in his or her sole discretion, toreduce the amount of any acceleration of vesting, payment or benefit called for under an Award in order to avoid such characterization.

Section 21. Repricing Prohibited

Except as contemplated by the provisions of Section 19, outstanding Stock Options and Stock Appreciation Rights will not be “repriced” for any reason without the prior approvalof the Company’s stockholders. For purposes of the Plan, a “repricing” means lowering the Exercise Price of an outstanding Stock Option or SAR or any other action that has the sameeffect or is treated as a repricing under generally accepted accounting principles, and includes a tandem cancellation of a Stock Option or SAR at a time when its Exercise Price exceeds thefair market value of the underlying Common Stock and exchange for another Stock Option, SAR, other Award, other equity security or a cash payment.

Section 22. Amendment and Termination

22.1 Amendment or Termination of the Plan . The Board of Directors or the Committee may amend, modify, suspend, discontinue or terminate the Plan or any portion of the Plan atany time; provided , however , any amendment or modification that (a) increases the total number of Shares available for issuance pursuant to Awards granted under the Plan (except ascontemplated by the provisions of Section 19), (b) deletes or limits the provision of Section 21 (repricing prohibition), or (c) requires the approval of the Company’s stockholders pursuantto any applicable law, regulation or securities exchange rule or listing requirement, shall be subject to approval by the Company’s stockholders. Subject to the provisions of Section 22.3,no amendment, modification, suspension, discontinuance or termination of the Plan shall impair the rights of any Participant under any Award previously granted under the Plan withoutsuch Participant’s consent, provided that such consent shall not be required with respect to any Plan amendment, modification or other such action if the Committee determines in its solediscretion that such amendment, modification or other such action is not reasonably likely to significantly reduce or diminish the benefits provided to the Participant under such Award.

22.2 Awards Previously Granted . The Committee may waive any conditions or restrictions under, amend or modify the terms and conditions of, or cancel or terminate anyoutstanding Award at any time and from time to time; provided , however , subject to the provisions of Section 22.3 and the provisions of the applicable Award Agreement, no suchamendment, modification, cancellation or termination shall impair the rights of a Participant under an Award without such Participant’s consent, provided that such consent shall not berequired with respect to any amendment, modification or other such action if the Committee determines in its sole discretion that such amendment, modification or other such action is notreasonably likely to significantly reduce or diminish the benefits provided to the Participant under such Award.

22.3 Compliance Amendments . Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Committee may, in its sole discretion and without theconsent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable in order for the Company, the Plan, anAward or an Award Agreement to satisfy or conform to any applicable present or future law, regulation or rule or to meet the requirements of any accounting standard.

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Section 23. Foreign Jurisdictions

Awards granted to Participants who are foreign nationals or who are employed by the Company or an Affiliate outside of the United States may have such terms and conditionsdifferent from those specified in the Plan and such additional terms and conditions as the Committee, in its sole discretion, determines to be necessary, appropriate or advisable to foster andpromote achievement of the material purposes of the Plan and to fairly accommodate for differences in local law, tax policy or custom or to facilitate administration of the Plan. TheCommittee may approve such sub-plans, appendices or supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary, appropriate oradvisable, without thereby affecting the terms of the Plan as in effect for any other purpose. The special terms and any appendices, supplements, amendments, restatements or alternativeversions, however, shall not include any provisions that are inconsistent with the terms of the Plan as then in effect, unless the Plan could have been amended to eliminate suchinconsistency without further approval by the Company’s stockholders.

Section 24. General

24.1 No Limit on Other Compensation Arrangements . Nothing contained in the Plan shall preclude or limit the Company or any Affiliate from adopting or continuing in effectother or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

24.2 Treatment for Other Compensation Purposes . The amount of any compensation received or deemed to be received by a Participant pursuant to an Award shall not be deemedpart of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws, and shall not be included in or have any effect on thedetermination of benefits under any other compensation or benefit plan, program or arrangement of the Company or an Affiliate, including any pension or severance benefits plan, unlessexpressly provided by the terms of any such plan, program or arrangement.

24.3 No Trust or Fund . The Plan is intended to constitute an “unfunded” plan. Nothing contained herein or in any Award Agreement shall (a) require the Company to segregate anymonies, other property or Shares, create any trusts, or to make any special deposits for any amounts payable to any Participant or other person, or (b) be construed as creating in respect ofany Participant or any other person any equity or other interest of any kind in any assets of the Company or an Affiliate or creating a trust of any kind or a fiduciary relationship of any kindbetween the Company or any Affiliate and a Participant or any other person. Prior to the payment or settlement of any Award, nothing contained herein or in any Award Agreement shallgive any Participant or any other person any rights that are greater than those of a general unsecured creditor of the Company or an Affiliate.

24.4 Use of Proceeds . All proceeds received by the Company pursuant to Awards granted under the Plan shall be used for general corporate purposes.

24.5 No Limitations on Corporate Action . Neither the Plan, the grant of any Award nor any Award Agreement shall limit, impair or otherwise affect the right or power of theCompany or any of its Affiliates to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell ortransfer all or any part of its business or assets.

24.6 No Stockholder Rights . Subject to the provisions of the Plan and the applicable Award Agreement, no Participant shall have any rights as a stockholder with respect to anyShares to be issued under the Plan prior to the issuance thereof.

24.7 Prohibition on Loans . The Company shall not loan funds to any Participant for the purpose of paying the Exercise Price associated with any Stock Option or StockAppreciation Right or for the purpose of paying any taxes associated with the grant, exercise, lapse of restriction, vesting, distribution, payment or other taxable event involving an Awardor the Plan.

24.8 No Obligation to Exercise Awards; No Right to Notice of Expiration Date . An Award of a Stock Option or a Stock Appreciation Right imposes no obligation upon theParticipant to exercise the Award. The Company, its Affiliates and the Committee have no obligation to inform a Participant of the date on which a Stock Option or SAR is no longerexercisable except in the Award Agreement.

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24.9 Compliance with Section 16(b) . With respect to Participants who are Reporting Persons, all transactions under the Plan are intended to comply with all applicable conditionsof Rule 16b-3. All transactions under the Plan involving Reporting Persons are subject to such conditions, regardless of whether the conditions are expressly set forth in the Plan. Anyprovision of the Plan that is contrary to a condition of Rule 16b-3 shall not apply to such Reporting Persons.

24.10 Code Section 409A Compliance . Notwithstanding anything contained in the Plan or in any Award Agreement to the contrary, the Plan and all Awards hereunder areintended to satisfy the requirements of Code Section 409A so as to avoid the imposition of any additional taxes or penalties thereunder, and all terms, conditions and provisions of the Planand an Award Agreement shall be interpreted and applied in a manner consistent with this intent. If the Committee determines that an Award, Award Agreement, payment, distribution,transaction, or any other action or arrangement contemplated by the provisions of the Plan or an Award Agreement would, if undertaken, cause a Participant to become subject to anyadditional taxes or penalties under Code Section 409A, such Award, Award Agreement, payment, distribution, transaction or other action or arrangement shall not be given effect to theextent it causes such result and the related provisions of the Plan or Award Agreement will be deemed modified or, if necessary, suspended in order to comply with the requirements ofCode Section 409A to the extent determined appropriate by the Committee in its sole discretion, in each case without the consent of or notice to the Participant.

24.11 Governing Law . Except as to matters governed by United States federal law or the Delaware General Corporation Law, the Plan, all Award Agreements and alldeterminations made and actions taken under the Plan and any Award Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without givingeffect to its conflicts of law principles.

24.12 Plan Controls . In the event of any conflict or inconsistency between the Plan and any Award Agreement, the provisions of the Plan shall govern and the Award Agreementshall be interpreted to minimize or eliminate any such conflict or inconsistency.

24.13 Severability . If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to person or Award, orwould disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if itcannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as tosuch jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

24.14 Successors . The Plan shall be binding upon the Company and its successors and assigns, and the Participant and the Participant’s legal representatives and beneficiaries.

Adopted September 27, 2010Amended September 23, 2013Amended July 16, 2017Amended September 25, 2017

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EXHIBIT 12.1

FEDEX CORPORATIONCOMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(UNAUDITED)(IN MILLIONS, EXCEPT RATIOS)

Six Months Ended

November 30, Year Ended May 31, 2017 2016 2017 2016 2015 2014 2013 Earnings:

Income before income taxes $ 2,121 $ 2,220 $ 4,579 $ 2,740 $ 1,627 $ 3,658 $ 4,338 Add back: Interest expense, net of capitalized interest 257 242 502 336 235 160 82 Amortization of debt issuance costs 2 6 11 8 5 4 5 Portion of rent expense representative of interest factor 600 489 1,182 924 908 876 864

Earnings as adjusted $ 2,980 $ 2,957 $ 6,274 $ 4,008 $ 2,775 $ 4,698 $ 5,289 Fixed Charges:

Interest expense, net of capitalized interest $ 257 $ 242 $ 502 $ 336 $ 235 $ 160 $ 82 Capitalized interest 31 21 41 42 37 29 45 Amortization of debt issuance costs 2 6 11 8 5 4 5 Portion of rent expense representative of interest factor 600 489 1,182 924 908 876 864

$ 890 $ 758 $ 1,736 $ 1,310 $ 1,185 $ 1,069 $ 996 Ratio of Earnings to Fixed Charges 3.3 3.9 3.6 3.1 2.3 4.4 5.3

EXHIBIT 15.1

The Board of Directors and StockholdersFedEx Corporation

We are aware of the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-192957, 333-171232, 333-45037, 333-34934, 333-100572, 333-111399, 333-121418,333-130619, and 333-156333 and Form S-3 No. 333-207036) of FedEx Corporation and in the related Prospectuses of our report dated December 20, 2017, relating to the unauditedcondensed consolidated interim financial statements of FedEx Corporation that are included in its Form 10-Q for the quarter ended November 30, 2017.

/s/ Ernst & Young LLP

Memphis, TennesseeDecember 20, 2017

EXHIBIT 31.1

CERTIFICATION PURSUANT TORULES 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

I, Frederick W. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in whichthis report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 20, 2017 /s/ Frederick W. SmithFrederick W. SmithChairman andChief Executive Officer

EXHIBIT 31.2

CERTIFICATION PURSUANT TORULES 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

I, Alan B. Graf, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in whichthis report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 20, 2017 /s/ Alan B. Graf, Jr.Alan B. Graf, Jr.Executive Vice President andChief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FedEx Corporation (“FedEx”) on Form 10-Q for the period ended November 30, 2017 as filed with the Securities and Exchange Commission onthe date hereof (the “Report”), I, Frederick W. Smith, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx.

Date: December 20, 2017 /s/ Frederick W. SmithFrederick W. SmithChairman andChief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FedEx Corporation (“FedEx”) on Form 10-Q for the period ended November 30, 2017 as filed with the Securities and Exchange Commission onthe date hereof (the “Report”), I, Alan B. Graf, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx.

Date: December 20, 2017 /s/ Alan B. Graf, Jr.Alan B. Graf, Jr.Executive Vice President andChief Financial Officer

Documents

FEDEX CORPORATION - …d18rn0p25nwr6d.cloudfront.net/CIK-0001048911/50f68c2c-f391-48b4-a7...FEDEX CORPORATION (Exact name of ... present fairly our financial position as of November