8-K

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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): December 13, 2001

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

Commission file number 1-15829

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)

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

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

Commission file number 1-7806

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

Registrant's telephone number, including area code: (901) 369-3600

Item 5. Other Events.

    On December 13, 2001, FedEx Corporation's subsidiary Federal Express Corporation and The United States Postal Service executed an addendum to their transportation agreement dated January 10, 2001. A copy of the addendum and four other amendments to the transportation agreement are attached to this report as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

    (c) Exhibits.

Exhibit Number	Description
10.1	Addendum dated December 13, 2001 to the Transportation Agreement dated January 10, 2001, as amended, between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.2	Amendment dated December 13, 2001 to the Transportation Agreement dated January 10, 2001, as amended, between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.3	Letter Amendment dated September 26, 2001 to the Transportation Agreement dated January 10, 2001, as amended, between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.4	Amendment dated August 31, 2001 to the Transportation Agreement dated January 10, 2001, as amended, between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.5	Amendment dated August 28, 2001 to the Transportation Agreement dated January 10, 2001 between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	FedEx Corporation
Date: December 18, 2001	By:	/s/ JAMES S. HUDSON James S. Hudson Corporate Vice President— Strategic Financial Planning and Control
	Federal Express Corporation
Date: December 18, 2001	By:	/s/ MICHAEL W. HILLARD Michael W. Hillard Vice President and Controller

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Addendum dated December 13, 2001 to the Transportation Agreement dated January 10, 2001, as amended, between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.2	Amendment dated December 13, 2001 to the Transportation Agreement dated January 10, 2001, as amended, between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.3	Letter Amendment dated September 26, 2001 to the Transportation Agreement dated January 10, 2001, as amended, between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.4	Amendment dated August 31, 2001 to the Transportation Agreement dated January 10, 2001, as amended, between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.5	Amendment dated August 28, 2001 to the Transportation Agreement dated January 10, 2001 between The United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Item 5. Other Events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-10.1

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Exhibit 10.1

ADDENDUM

    THIS ADDENDUM ("Addendum") dated the 13th day of December, 2001, supplements the Transportation Agreement dated as of January 10, 2001, as amended (the "Agreement") between The United States Postal Service ("USPS") and Federal Express Corporation ("FedEx").

Preamble

    WHEREAS, USPS and FedEx entered into the Agreement in order to provide for the transportation of certain Products (as such term is defined in the Agreement);

    WHEREAS, USPS has an immediate need for the transport of Product over and above the Minimum Guaranteed Volumes transported pursuant to the Agreement;

    WHEREAS, FedEx is willing to transport such Product subject to the terms and conditions set forth in this Addendum;

    NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum, the parties agree as follows:

    1.  For purposes of this Addendum, all capitalized terms used as defined terms and not otherwise defined in this Addendum shall have meanings set forth in the Agreement. In addition to the foregoing, the following terms shall have the following meanings:

    "Aggregate Volume Fill Commitment" shall be an amount equal to [*] of the sum of Combined Committed Volumes for the Schedule Blocks during the Interim Period.

    "Billable Weekday Volume" means the greater of the actual Mid-Week Volume tendered by USPS to FedEx during the Schedule Period other than Volume Fill tendered and identified pursuant to Section 5 of this Addendum or [*] of the aggregate Daily Mid-Week Volume Commitment for the Schedule Period.

    "Billable Weekend Volume" means the greater of the actual Weekend Volume tendered by USPS to FedEx during the Schedule Period other than Volume Fill tendered and identified pursuant to Section 5 of this Addendum or [*] of the aggregate Daily Weekend Volume Commitment for the Schedule Period.

    "Combined Committed Volumes" means the Daily Mid-Week Volume Commitment multiplied by the applicable number of Operating Days plus the Daily Weekend Volume Commitment multiplied by the applicable number of Operating Days. The sum of such two amounts shall be divided by the applicable number of Operating Days.

    "Daily Mid-Week Volume Commitment" means the daily volume committed for transport during the Day Turn Operations on Tuesday through Friday of a week for a Schedule Period other than the Volume Fill.

    "Daily Weekend Volume Commitment" means the volume committed for transport during the Day Turn Operations on Saturday and Sunday of a week other than the Volume Fill.

    "Interim Period" means the period commencing December 31, 2001 and terminating on October 27, 2002.

    "Mid-Week Volume" means volume transported during the Day Turn Operations on Tuesday through Friday of a week for a Schedule Period.

    "Operating Day" means any day other than a Monday or a FedEx Holiday.

    "Schedule Block Volume Fill Commitment" means the amount of Volume Fill to which USPS commits during any Schedule Block in accordance with Section 5(a) of this Addendum.

    "Target Volume Fill Commitment" means [*] of the amount of the Combined Committed Volumes for a Schedule Block.

    "Volume Fill" means the additional volume to which USPS commits pursuant to the provisions of Section 5 of this Addendum. This volume is in addition to the Daily Mid-Week Volume Commitment and the Daily Weekend Volume Commitment set forth in Section 2 of this Addendum.

    "Volume Fill Commitment Market Lanes" means those Market Lanes which USPS designates for the tender of Volume Fill as described in Section 5(a) of this Addendum.

    "Weekend Volume" means volume transported during the Day Turn Operations on Saturday and Sunday of a week.

    2.  (a)  The Committed Volume and the Committed Volume Schedule to be in effect during the Day-turn Operations for the Interim Period will be in accordance with the Section 2(b) below. For each Schedule Period during the Interim Period, the final Committed Volume Schedule will be determined in accordance with the provisions of Sections 3.3.0, 3.5.0 and 3.6.0 of the Operating Specifications, taking into account the modification to 3.3.0 as further described in Section 5 below which shall be effective during the Interim Period. So long as the Volumes requested by USPS are in accordance with the chart in Section 2(b) below, FedEx shall be obligated to transport the amount requested. Except as provided in Section 2(c) below, in no event during the Interim Period shall FedEx be required to accept more than the maximum volumes set forth in Section 2(b) below. Unless the parties otherwise mutually agree, the tender times and the market service commitment time set forth in Attachment 1 to the Agreement shall apply for each Schedule Period during the Interim Period.

      (b)  During the Interim Period (i) the Daily Weekend Volume Commitment shall be [*] which amount shall escalate in accordance with Section 11.1 of the Agreement and (ii) the minimum Daily Weekday Volume Commitment and the maximum Daily Weekday Volume Commitment shall be as set forth in the following table:

    [*]

            If FedEx agrees to accept for transport an amount in excess of the maximum volumes for the offshore locations indicated above, FedEx will transport such excess volume to the appropriate destination within [*] after the Market Service Commitment Time provided for in Attachments 1 and 2 to Exhibit A and the Market Service Commitment Time for each such shipments shall be adjusted accordingly. If FedEx is unable to transport the excess volume to such destination by such adjusted Market Service Commitment Time, FedEx shall tender such excess volume to the gateway for the destination not later than the adjusted Market Service Commitment Time. The gateway locations for the following destinations are:

    [*]

      (c)  The parties agree that USPS may tender, and FedEx must transport, up to [*] of the Committed Volume at any origin location on any weekday or weekend Operating Day during any Schedule Block of the Interim Period.

      (d)  Notwithstanding the provisions of Exhibit B of the Agreement, during the Interim Period FedEx will invoice USPS for the non-fuel transport portion of the Day System pricing at the rates provided below:

    [*]

    3.  USPS agrees that FedEx may tender not less than [*] of the Saturday volume on Saturday and not less than [*] of the Saturday volume by noon Sunday (local time at the destination market) to USPS with the remainder not later than the Sunday tender times set forth in Attachment 1 to the

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Agreement. The parties shall cooperate in good faith to identify those USPS locations where the distribution pattern described in this paragraph will minimize inefficiencies in each organization.

    4.  USPS and FedEx agree that notwithstanding the provisions of Section 11.2 of the Agreement, during the Interim Period the monthly billed volume will be computed on the following basis: [*]

    5.  (a)  The parties agree that in addition to the Mid-Week Volume Commitment and Weekend Volume Commitment, USPS shall during the Interim Period provide Volume Fill of not less than the Aggregate Volume Fill Commitment. Following USPS' submission of the Schedule Period Request Forecast pursuant to the provisions of Section 3.3.0 of the Operating Specifications, during the Interim Period, FedEx shall [*]

      (b)  If the USPS tenders an amount of Volume Fill up to the Schedule Block Volume Fill Commitment in any Schedule Block (as measured by a comparison of the Volume Fill Commitment Market Lanes to actual performance) the amount shall be credited towards the Aggregate Volume Fill Commitment. If at the close of the Interim Period (notwithstanding the extension of such period pursuant to Section 7 below) the sum of the respective Schedule Block Volume Fill Commitments is less than the Aggregate Volume Fill Commitment the amount of such deficiency shall be billed by FedEx to USPS at the [*] rates at the time of the submission of the invoice for the last Schedule Block; provided, however, if FedEx shall have failed during the Interim Period to provide a list of excess capacity equal to not less than [*] of the sum of Combined Committed Volumes, USPS' Aggregate Volume Fill Commitment shall be reduced by [*]. The billing for such deficiency shall be treated as a Supplemental Charge pursuant to Exhibit C of the Agreement.

      (c)  FedEx shall invoice USPS for the Schedule Block Volume Fill Commitment at [*] rates. Any amount of Volume Fill provided by USPS which exceeds the Schedule Block Volume Fill Commitment shall be invoiced at the [*] pursuant to Section 2(d) of this Addendum.

    6.  The parties shall meet to develop a mutually agreed process for billing the amounts provided for in this Addendum. If for any reason the parties cannot come to a mutually agreeable process, the amounts will be billed in accordance with the supplemental billing process provided for in the Agreement until a process is developed.

    7.  USPS shall have the right prior to July 1, 2002 to request that the Interim Period be extended to the end of the Term of the Agreement. If FedEx, in its sole discretion, agrees to such extension, the volume commitments and the rates provided for in this Addendum (as adjusted in accordance with Section 11.1 and Exhibit B of the Agreement) shall remain in effect for the period of such extension.

    8.  Except as amended by this Addendum, the terms and conditions of the Agreement shall remain in full force and effect and are ratified and confirmed in all respects.

    9.  If any provision of this Addendum conflicts with any provision of the Agreement, the provision in the Agreement shall govern unless otherwise provided for in this Addendum.

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    IN WITNESS WHEREOF, the parties have signed this Addendum in duplicate, one for each of the Parties, as of December 13, 2001.

THE UNITED STATES POSTAL SERVICE
By:	/s/ J. DWIGHT YOUNG
Title:	Manager, National Mail Transportation Purchasing
FEDERAL EXPRESS CORPORATION
By:	/s/ PAUL J. HERRON
Title:	Vice President, Postal Transportation Management

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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.

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Exhibit 10.1

EX-10.2

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Exhibit 10.2

AMENDMENT

    THIS AMENDMENT ("Amendment") dated the 13th day of December, 2001, amends the Transportation Agreement dated as of January 10, 2001 (the "Agreement") between The United States Postal Service ("USPS") and Federal Express Corporation ("FedEx").

Preamble

    WHEREAS, USPS and FedEx entered into the Agreement in order to provide for the FedEx Services (as such term is defined in the Agreement"),

    WHEREAS, the parties now desire to amend certain provisions of the Agreement as more specifically set forth in this Agreement.

    NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the parties agree as follows:

    1. Attachments 1 and 2 (Revision 9 of each) to Exhibit A are hereby deleted in their entirety and Attachments 1 and 2 (Revision 10 of each) to this Amendment are substituted in lieu thereof.

    2. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.

    3. Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect and are ratified and confirmed in all respects.

IN WITNESS WHEREOF, the parties have signed this Amendment in duplicate, one for each of the Parties, as of December 13, 2001.

THE UNITED STATES POSTAL SERVICE
By:	/s/ J. DWIGHT YOUNG
Title:	Manager, National Mail Transportation Purchasing
FEDERAL EXPRESS CORPORATION
By:	/s/ PAUL J. HERRON
Title:	Vice President, Postal Transportation Management

Attachment 1—Day Product

[*]

Attachment 2—Night Product

[*]

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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.

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Exhibit 10.2

EX-10.3

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Exhibit 10.3

     [FEDEX EXPRESS LETTERHEAD]

VIA FEDEX ENVELOPE

September 26, 2001

Mr. Dwight Young
Manager
National Mail Transportation Purchasing
United States Postal Service
475 L'Enfant Plaza S.W.
Room 4900
Washington, D.C. 20260-6210

Dear Dwight:

In our meetings earlier this week, the parties agreed to make certain changes to the volume commitments for the November Schedule Block and a ten day period in December. Originally, the United States Postal Service ("USPS") committed to tender and Federal Express Corporation ("FedEx") agreed to transport volumes of [*] for the Day-turn Operations and [*] for the Night-turn Operations during the November Schedule Block. However, the USPS and FedEx have mutually agreed to revise the volumes so that USPS will now provide [*] for the Day-turn Operations and [*] for the Night-turn Operations.

In order to accommodate the expected increase in volume which occurs each holiday season, USPS has requested that FedEx allow for an increase in its volume commitment for the Night-turn Operations occurring during the period commencing December 10 and ending December 23, 2001 ("Peak Period"). FedEx and USPS have agreed that the Committed Volume will increase by [*] for each day of the Peak Period.

If the matters reflected above accurately reflect our discussions, please acknowledge this by signing where indicated below and kindly return a fully executed original to me.

Sincerely, FEDERAL EXPRESS CORPORATION
/s/ PAUL J. HERRON
Paul J. Herron Vice President Postal Transportation Management
	Acknowledged and agreed to this 12th day of December, 2001.
	By:	/s/ J. DWIGHT YOUNG
	Title:	Manager, National Mail Transportation Purchasing

cc: Paul Vogel

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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.

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Exhibit 10.3

EX-10.4

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Exhibit 10.4

AMENDMENT

    THIS AMENDMENT ("Amendment") dated the 31^st day of August, 2001, amends the Transportation Agreement dated as of January 10, 2001 (the "Agreement") between The United States Postal Service ("USPS") and Federal Express Corporation ("FedEx").

Preamble

    WHEREAS, USPS and FedEx entered into the Agreement in order to provide for the transportation of certain Products (as such term is defined in the Agreement"),

    WHEREAS, the parties now desire to amend certain provisions of the Agreement as more specifically set forth in this Agreement.

    NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the parties agree as follows:

    1.  The parties agree that certain revisions to Attachments 1 and 2 to Exhibit A are necessary. Accordingly, the parties shall meet for the purpose of making mutually agreed revisions to Attachments 1 and 2. The parties shall make such revisions by December 1, 2001.

    2.  Notwithstanding anything contained in Attachments 1 and 2 to Exhibit A, during any Schedule Period that USPS commits to provide and, if FedEx agrees to lift, a minimum of [*] outbound [*], FedEx shall be deemed to have committed to provide lift of [*] outbound [*]. For purposes of the foregoing, the following parameters shall apply:

    [*]

    3.  Section 3.9.1 of the Operations Specification is hereby amended by adding a new bullet to such section as follows:

•

For the Day-turn Operations only, any Tuesday immediately following one of the foregoing holidays that occurs on a Monday.

    For purposes of computing the average daily Minimum Guaranteed Volume, as set forth in Section 11.1 of the Agreement, for the Day-turn Operations only, no Tuesday identified in Section 3.9.1 shall be considered in such computation.

    4.  Section 3.9.2 of the Operations Specification is hereby amended by adding a new bullet to such section as follows:

•

Additionally, no Day-turn products will be tendered by USPS to FedEx on any Tuesday immediately following one of the holidays listed in section 3.9.1 that occurs on a Monday.

    5.  All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.

    6.  Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect and are ratified and confirmed in all respects.

IN WITNESS WHEREOF, the parties have signed this Amendment in duplicate, one for each of the Parties, as of August 31, 2001.

THE UNITED STATES POSTAL SERVICE
By:	/s/ LESLIE A. GRIFFITH
Title:	Contracting Officer
FEDERAL EXPRESS CORPORATION
By:	/s/ PAUL J. HERRON
Title:	Vice President, Postal Transportation Management

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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.

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Exhibit 10.4

EX-10.5

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Exhibit 10.5

AMENDMENT

    THIS AMENDMENT ("Amendment") dated the 28th day of August, 2001, amends the Transportation Agreement dated as of January 10, 2001 (the "Agreement") between The United States Postal Service ("USPS") and Federal Express Corporation ("FedEx").

Preamble

    WHEREAS, USPS and FedEx entered into the Agreement in order to provide for the transportation and delivery of the Products (as such term is defined in the Agreement);

    WHEREAS, the parties now desire to amend certain provisions of the Agreement to provide an expansion of the Products as stated below;

    NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the parties agree as follows:

    1.  FedEx agrees to provide supplemental service ("Supplemental Service") into and out of the locations identified in the supplemental operating plan ("Supplemental Operating Plan") which is set forth in the new Attachment VII to Exhibit A, attached. FedEx agrees to provide Supplemental Service to the USPS on a space available basis.

    2.  FedEx shall provide Supplemental Service to the USPS for the term of the Agreement; provided, however, that in the event FedEx terminates Supplemental Service to any location identified in the Supplemental Operating Plan, FedEx's obligation to provide Supplemental Service to such location shall also terminate.

    3.  Product transported by way of the Supplemental Service shall be subject to a charge of [*] in addition to the non-fuel transport charge and fuel transport charge specified in Exhibit B, Part B. Each time a Handling Unit originates at or is destined to a location identified in the Supplemental Operating Plan the Supplemental Service charge shall be applied. This rate will escalate [*] per year beginning with the Schedule Period inclusive of the following dates.

Year 2	August 27, 2002
Year 3	August 27, 2003
Year 4	August 27, 2004
Year 5	August 27, 2005
Year 6	August 27, 2006
Year 7	August 27, 2007

    4.  The addition or deletion of any locations to the Supplemental Operating Plan will require the execution of an amendment to the Supplemental Operating Plan.

    5.  All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.

    6.  Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect and are ratified and confirmed in all respects.

IN WITNESS WHEREOF, the parties have signed this Amendment in duplicate, one for each of the Parties, as of August 28, 2001.

THE UNITED STATES POSTAL SERVICE
By:	/s/ LESLIE A. GRIFFITH
Title:	Contracting Officer
FEDERAL EXPRESS CORPORATION
By:	/s/ PAUL J. HERRON
Title:	Vice President, Postal Transportation Management

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Attachment VII to Exhibit A

[*]

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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.

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Exhibit 10.5