8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2008

FedEx Corporation
(Exact name of registrant as specified in its charter)

Delaware	1-15829	62-1721435
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

942 South Shady Grove Road, Memphis, Tennessee	38120
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (901) 818-7500

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

Item 2.02. Results of Operation and Financial Condition.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx Corporation’s press release, dated June 2, 2008, relating to the charge described below in Item 2.06 of this report, which will be included in FedEx’s financial results for the fiscal quarter and year ended May 31, 2008. The press release is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. The information in the release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 2.06. Material Impairments.

On June 2, 2008, the Board of Directors of FedEx Corporation, upon the recommendation of its Audit Committee, concurred with FedEx management’s conclusion that a charge of approximately $891 million ($696 million, net of tax, or $2.22 per diluted share), predominantly for impairment of the value of the Kinko’s trade name and the goodwill recorded as a result of the February 2004 acquisition of FedEx Kinko’s (formerly Kinko’s, Inc.), would need to be recorded in the fourth quarter ended May 31, 2008 — $515 million related to impairment of the trade name and $367 million related to reduction of the recorded value of the goodwill. The conclusion was made in connection with FedEx’s annual impairment testing of goodwill and other intangible assets conducted in the fourth quarter in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” and in connection with the preparation of the financial statements to be included in FedEx’s annual report on Form 10-K for the fiscal year ended May 31, 2008. Key factors contributing to the impairment of these assets were the decision to phase out and minimize the use of the Kinko’s name during the next several years (FedEx Kinko’s is being rebranded as FedEx Office), a decline in FedEx Kinko’s recent and forecasted financial performance, and the decision to reduce the rate of the long-term expansion of FedEx Kinko’s retail network. FedEx does not expect to be required to make any current or future cash expenditures as a result of the impairment.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

FY2009 AIC Compensation Plan. On June 2, 2008, the Board of Directors of FedEx Corporation, upon the recommendation of its Compensation Committee, established the annual incentive compensation (“AIC”) plan for FedEx’s named executive officers for the fiscal year ending May 31, 2009. The AIC program provides a cash payment opportunity to the officers at the conclusion of the fiscal year based upon the achievement of AIC plan objectives for company financial and individual performance, which are established at the beginning of the year. Under the fiscal 2009 AIC plan, company financial performance will be measured by diluted earnings per share (“EPS”), rather than consolidated pre-tax income, and the payout opportunity relating to individual performance will be contingent upon achievement of EPS objectives under the plan (as well as individual performance objectives). Otherwise, the fiscal 2009 AIC plan (including the target and maximum payouts) for the named executive officers is materially consistent with the previously disclosed terms of the AIC program.

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LTI Compensation Plans. On June 2, 2008, the Board of Directors, upon the recommendation of its Compensation Committee, decided that the charge described above in Item 2.06 of this report would be excluded from fiscal 2008 EPS for purposes of (i) determining achievement levels under FedEx’s long-term incentive (“LTI”) compensation plans for the three-fiscal-year periods 2006 through 2008, 2007 through 2009 and 2008 through 2010, and (ii) setting EPS goals under the LTI compensation plan for the three-fiscal-year period 2009 through 2011. These plans provide cash payment opportunities to FedEx’s named executive officers for fiscal 2008, 2009, 2010 and 2011, respectively, based upon achievement of aggregate EPS goals for the relevant three-fiscal-year period. The Board based this decision upon its belief that including the charge in the calculation of EPS for purposes of the first three plans would result in substantially reduced payouts that would not accurately reflect the company’s core financial performance during the relevant three-year period. The Board was also concerned that such an unfair result could adversely impact FedEx’s ability to retain its highly qualified and effective management. With respect to the FY2009-FY2011 LTI compensation plan, without excluding the charge, the goals would be substantially too low and too easily exceeded, thereby resulting in above-target or maximum payouts that would not accurately reflect the company’s core financial performance during the three-year period. Otherwise, the FY2009-FY2011 LTI compensation plan (including the threshold, target and maximum payouts) for the named executive officers is materially consistent with the previously disclosed terms of the LTI compensation program.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished as part of this Report.

Exhibit
Number	Description
99.1	Press Release of FedEx Corporation dated June 2, 2008.

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SIGNATURES

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

FedEx Corporation

Date: June 2, 2008

By: /s/ John L. Merino                           
John L. Merino
Corporate Vice President and
Principal Accounting Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of FedEx Corporation dated June 2, 2008.

E-1

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FedEx Changes Name of FedEx Kinko’s to FedEx Office,
Will Record $891 Million Fourth Quarter Charge
Board of Directors raises quarterly dividend by 10 percent

MEMPHIS, Tenn., June 2, 2008 ... FedEx Corporation (NYSE: FDX) today announced it will change the name of FedEx Kinko’s, the world’s leading provider of document solutions and business services, to FedEx Office.

Along with the strategic decision to minimize the use of the Kinko’s trade name, FedEx said it will record a charge of approximately $891 million ($696 million, net of tax, or $2.22 per diluted share) in its fiscal fourth quarter, which ended May 31. This charge relates predominately to one-time, non-cash impairment charges associated with the decision about the use of the Kinko’s trade name and goodwill resulting from the Kinko’s acquisition.

The components of the charge are as follows (in millions):

Trade name	$	515
Goodwill		367
Other		9
Total	$	891

The charge was not included in the latest earnings guidance, issued on May 9. FedEx will announce earnings results on June 18 for the fourth quarter and fiscal year 2008.

The FedEx Office name better describes the wide range of services available at its retail centers and takes full advantage of the FedEx brand — long recognized for excellent customer service, quality and reliability. The centers will be rebranded during the next several years. The goodwill impairment charge reflects a decline in the current fair value of the FedEx Office unit in light of current economic conditions, the unit’s recent and forecasted performance and the decision to reduce the rate of store expansion.

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“Kinko’s was primarily a copy and print-service provider when it was acquired in 2004,” said Brian D. Philips, president and chief executive officer of FedEx Office. “The name FedEx Office more accurately represents our broader role of providing superior information and services through our company-owned, digitally connected locations around the world. We are a back office for small businesses and a branch office for medium to large businesses and mobile professionals.”

In May, Philips was named president and chief executive officer of FedEx Office. The unit’s senior management team was reduced and restructured to better support execution of the company’s strategy and to control costs. Earlier this year, the company reduced future capital commitments by slowing the rate of expansion from about 300 locations in fiscal year 2008 to about 70 in fiscal 2009.

These changes at FedEx Office are the latest in a series of moves designed to more sharply focus the division on profitable core revenue growth and incremental shipping volume, which contributes about $1 billion of revenues annually to FedEx Express and FedEx Ground.

In another action today, the FedEx Board of Directors declared a quarterly cash dividend of $0.11 per share on FedEx Corporation common stock, an increase of $0.01, or 10 percent, per share over the previous dividend payment. The dividend is payable July 1, 2008 to stockholders of record at the close of business on June 13, 2008.

About FedEx Office
FedEx Office is the world’s leading provider of document solutions and business services. The Dallas-based company has a global network of about 1,900 digitally-connected locations in 11 countries. FedEx Office offers access to copying and digital printing, professional finishing, document creation, Internet access, computer rentals, videoconferencing, signs and graphics, notary, direct mail, office products, Web-based printing, and the full range of FedEx day-definite ground shipping and time-definite global express shipping services. For more information, please visit www.fedex.com.

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About FedEx
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $37 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its more than 290,000 employees and contractors to remain “absolutely, positively” focused on safety, the highest ethical and professional standards and the needs of their customers and communities. For more information, visit http://news.fedex.com.

Media Contact: Jess Bunn 901-818-7463
Investor Contact: Mickey Foster 901-818-7468
Home Page: fedex.com

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