<PAGE>   1
================================================================================

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

                                  FORM 10-K
(MARK ONE)


[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 1997.


                                     OR

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

                        COMMISSION FILE NUMBER 1-7806

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


                  DELAWARE                                   71-0427007
       (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                    Identification No.)

   2005 CORPORATE AVENUE, MEMPHIS, TENNESSEE                   38132
   (Address of principal executive offices)                 (Zip Code)



     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (901) 369-3600

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


         TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------------------------- -----------------------------------------
Common Stock, par value $.10 per share         New York Stock Exchange


      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [x]  No [ ]
                                                                
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [x]

     As of July 31, 1997, 114,998,392 shares of the Registrant's Common Stock
were outstanding and the aggregate market value of the voting stock held by
non-affiliates of the Registrant (based on the average bid and asked prices of
such stock on the New York Stock Exchange) was approximately $6,598,458,347.

                     DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to Stockholders for the fiscal year ended May
31, 1997 are incorporated by reference into Parts II and IV.

     Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held September 29, 1997 are incorporated by reference into Part III.

================================================================================

<PAGE>   2



                              TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               ----
                                     PART I

<S>      <C>                                                                    <C>
ITEM 1.  Business ............................................................   1
ITEM 2.  Properties ..........................................................  11
ITEM 3.  Legal Proceedings ...................................................  14
ITEM 4.  Submission of Matters to a Vote of Security Holders .................  15

         Executive Officers of the Registrant ................................  16


                                    PART II


ITEM 5.  Market for the Registrant's Common Stock and Related 
          Stockholder Matters ................................................  19
ITEM 6.  Selected Financial Data .............................................  19
ITEM 7.  Management's Discussion and Analysis ................................  19
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk ..........  19
ITEM 8.  Financial Statements and Supplementary Data .........................  19
ITEM 9.  Changes in and Disagreements with Accountants 
          on Accounting and Financial Disclosure .............................  19


                                    PART III


ITEM 10.  Directors and Executive Officers of the Registrant .................  20
ITEM 11.  Executive Compensation .............................................  20
ITEM 12.  Security Ownership of Certain Beneficial Owners and Management .....  20
ITEM 13.  Certain Relationships and Related Transactions .....................  20


                                    PART IV

ITEM 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.....  20


                       FINANCIAL STATEMENT SCHEDULE INDEX

Report of Independent Public Accountants on Financial Statement Schedule .....  S-1
SCHEDULE II   Valuation and Qualifying Accounts ..............................  S-2


EXHIBIT INDEX ................................................................  E-1
</TABLE>







<PAGE>   3






                                    PART I

ITEM 1.  BUSINESS

INTRODUCTION AND RECENT DEVELOPMENTS

     Federal Express Corporation (the "Company") was incorporated in Delaware on
June 24, 1971 and began operations in 1972. The Company offers a wide range of
express services for the time-definite transportation of documents, packages and
freight throughout the world using an extensive fleet of aircraft and vehicles
and leading-edge information technologies.

     During fiscal year 1997, the Company continued to expand and improve its
global network of aviation, ground and information links between the major
trading centers of the Americas, Europe and Asia. In Europe, the Company
announced plans to open a European sorting hub at the Charles de Gaulle Airport
in Paris and launched international flight operations in Moscow, becoming the
only U.S. express carrier to operate its own aircraft and customs warehousing in
the Moscow market. In Asia, the Company increased its weekly flights serving the
People's Republic of China from two to four, expanded from 60 to 85 the number
of Chinese cities served and began construction of a transshipment center at the
CKS International Airport in Taiwan. In the Americas, the Company purchased
three cargo routes between the U.S. and Argentina and increased flights to
Brazil.

     In November 1996, the Company improved FedEx International Priority(R) to
a 10:30 a.m. second business day delivery service from the U.S. to more than a
dozen European commercial centers. In July 1997, FedEx Express Saver(R) was
introduced for shipments up to 150 pounds with delivery within three business
days by 4:30 p.m. (7:00 p.m. for residential deliveries).

     On July 1, 1997, the Company implemented distance-based pricing for its
U.S. express services. Distance-based pricing will allow the Company to better
balance the prices charged to customers with the costs of delivery for short-and
long-haul shipments. The Company also added new Airbus A300 aircraft during 1997
and introduced new technologies aimed at improving customer satisfaction while
reducing the resources required to serve customer needs, including the
introduction of new service innovations on the Company's World Wide Web page
(fedex.com).

FEDEX SERVICES

     The Company offers four U.S. domestic overnight delivery services: FedEx
First Overnight, FedEx Priority Overnight(R), FedEx Standard Overnight(R) and
FedEx(R) Overnight Freight. Overnight document and package service extends to
virtually the entire United States population and overnight freight service
covers all major and most medium-size metropolitan areas. Packages and documents
are either picked up from shippers by Company couriers or are dropped off by
shippers at Company facilities, FedEx World Service Centers,(R) FedEx(R) Drop
Boxes, FedEx ShipSites(R) or FedEx Authorized ShipCenters(R) strategically
located throughout the country.

     FedEx First Overnight is a next business day service offering scheduled
delivery by 8:00 a.m. to over 90 U.S. cities from anywhere in the United States
(except Hawaii) for packages weighing up to 150 pounds. FedEx Priority
Overnight, scheduled for delivery in most communities no later than 10:30 a.m.
local time the following business day, is designed for packages weighing up to
150 pounds. Also available are Saturday delivery service and Saturday pick-up
for delivery the following Monday. FedEx Standard Overnight is similar to,
though more economical than, FedEx Priority Overnight with delivery scheduled


<PAGE>   4





no later than 3:00 p.m. local time the following business day in most
communities. Company-provided packaging (FedEx Letter Envelope, FedEx Pak, FedEx
Box, FedEx Tube and FedEx Diagnostic Specimen Envelope) is provided as part of
these overnight services. FedEx Overnight Freight is scheduled for delivery by
noon or 4:30 p.m. the following business day, depending on the recipient's
location, and is designed for individual shipments weighing 151 to 1,500 pounds.
Shipments exceeding 1,500 pounds will be accepted if advance approval is
obtained.

     Four U.S. domestic deferred services are available for less urgent
shipments: FedEx 2Day(R), FedEx 2Day Freight(R), FedEx Express Saver(R) and
FedEx Express Saver(R) Freight. FedEx 2Day is designed for packages weighing up
to 150 pounds. FedEx 2Day shipments are scheduled for delivery in most
communities no later than 4:30 p.m. (7:00 p.m. for residential deliveries) the
second business day following pick-up. FedEx 2Day Freight is a time-definite
U.S. domestic freight service for individual shipments weighing 151 to 1,500
pounds. Shipments exceeding 1,500 pounds will be accepted if advance approval is
obtained. Shipments are scheduled for delivery no later than 4:30 p.m. the
second business day in all major and most medium-size metropolitan areas. FedEx
Express Saver is for shipments up to 150 pounds with delivery within three
business days by 4:30 p.m. (7:00 p.m. for residential deliveries). FedEx Express
Saver Freight is a one, two or three business-day, time-definite service,
depending on the distance between origin and destination, which offers delivery
by 4:30 p.m. to virtually all locations in the continental United States. This
is a service for palletized freight, with unlimited total shipment weight.

     U.S. domestic overnight and second-day services are primarily used by
customers for shipment of time-sensitive documents and goods, high-value
machines and machine parts, computer parts, software and consumer items from
manufacturers, distributors and retailers and to retailers, manufacturers and
consumers. Company employees handle virtually every shipment from origin to
destination.

     The Company's Collect On Delivery (C.O.D.) service provides the fastest
payment return in the express industry.  C.O.D. payments are returned to
shippers within one or two business days compared to competitors' services
which can take as long as 45 days.  Like the Company's other U.S. services,
C.O.D. service offers money-back guarantees on timely delivery and on the
Company's ability to track and provide the status of any package in its system.

     FedEx SameDay(R) service is for urgent shipments to virtually any U.S.
destination. This service is available seven days a week, 24 hours a day, where
available, and is designed for packages weighing up to 70 pounds that cannot
wait until the next day to be delivered.

     In addition to the services discussed above, the Company offers various
international document and package delivery services and international freight
services. FedEx International FirstSM is the Company's fastest international
service with delivery of import shipments by 8:00 a.m. within one to two
business days to more than 90 U.S. cities from 18 business centers around the
world. Service is also available from the U.S. to certain key cities in Europe
by 8:00 a.m. on the second business day. Customs clearance is provided with this
service.

     FedEx International Priority(R) ("IP") is a time-definite door-to-door
service for documents and packages weighing up to 150 pounds. Customs clearance
is included as part of this service. The broker selection option for IP service
permits customers to designate their own customs broker for clearance. Pick-up
and delivery are provided from any point in the Company's global network.
Delivery is generally scheduled within one to three business days depending on
the origin and destination of the shipment and commodity limitations imposed by
authorities in the destination country. Size, weight and commodity limitations
vary according to destination. In June 1997, the Company introduced the FedEx
10kg Box and


                                      2


<PAGE>   5





FedEx 25kg Box for IP shipments. IP customers using the FedEx 10kg Box or FedEx
25kg Box can ship up to 22 pounds or 55 pounds, respectively, at a flat rate
which varies by destination region.

     FedEx International Priority(R) Freight is an expansion of IP service and
is a time-definite door-to-door service for international shipments with
individual pieces weighing 151 to 1,500 pounds. Customs clearance is included
as part of this service or customers are permitted to designate their own
customs broker for clearance where not prohibited by destination country laws.
Pick-up and delivery are provided from many points in the Company's U.S.
domestic and international network around the world. Delivery is generally
scheduled within one to three business days depending on the origin and
destination of the shipment and commodity limitations imposed by authorities in
the destination country. Size, weight and commodity limitations vary according
to destination.

     FedEx International Priority Plus(R) is an overnight service for packages
(up to 70 pounds) and documents shipped from New York City to Amsterdam,
Brussels, Buenos Aires, Dublin, Frankfurt (documents only), Geneva, London,
Madrid (documents only), Milan (documents only), Paris, Rio De Janeiro
(documents only), Rome (documents only), Sao Paulo (documents only) and Zurich.
IP Plus shipments must be picked up or dropped off in most locations by 3:00
p.m. for delivery the next business day.

     EXPRESSfreighter(R) routing, discussed below, allows overnight service from
major locations in Europe and Asia to be scheduled for 10:30 a.m. delivery on
the next business day to many United States destinations and to major business
centers in Canada and Mexico.

     More economical than IP service, FedEx International Priority
DirectDistributionSM is a time-definite service for larger bulk shipments
destined to multiple recipients in the United States. Once the bulk shipment
arrives and the entire shipment clears customs, the individual packages are
separated and delivered to the recipients. Weight and size restrictions are the
same as for IP service, with transit time one to two days longer.

     FedEx International Economy(R) is a deferred, door-to-door service for
documents and packages weighing up to 150 pounds (total shipment weights are
unlimited). This service generally provides customers with less time-sensitive
shipments a more cost-effective alternative. The service is available Monday
through Friday between the United States and 22 major countries in Asia, Europe,
Latin America and the Middle East. The delivery commitment for shipments to and
from Canada is two to three business days by 5:00 p.m. For other countries, the
delivery commitment is four to five business days by end of the business day.
Customs clearance is included in this service and the broker selection option is
available in most markets. Shipments to and from Canada and Puerto Rico are
supported by the money-back guarantee, but shipments to other destinations are
not.

     FedEx International Express Freight(R), a freight service for shipments of
nearly any weight, size or shape, is available between major markets in North
America, Asia, Australia, Europe and South America. This service, providing
scheduled delivery from one to three business days depending on destination, is
designed for shippers desiring time-definite, committed delivery with the option
of customs clearance provided by the Company. Commodity limitations vary
according to destination.

     FedEx International Airport-to-AirportSM is an international airfreight
service designed for freight forwarders and agents who do not require a
time-definite, committed delivery.  Space-available service is offered to and
from virtually any airport around the world for airfreight shipments of nearly
any weight, size or shape, with arrival at the destination airport from two to
four days after tender of the shipment.  If



                                      3


<PAGE>   6





the Company's aircraft do not serve the destination airport, another carrier's
services are used pursuant to an "interline" agreement or other arrangement with
such carrier. Commodity limitations vary according to destination.

     FedEx International MailService(R) provides for the pick-up, transportation
and sorting of nondutiable, printed material and certain low-value, dutiable
items which are tendered for delivery to postal services throughout the world.
Generally, material sent by FedEx International MailService for premium service
is delivered to recipients within four to seven days, while receipt of material
sent by FedEx International MailService for standard service takes seven to
eleven days.

CHARTER SERVICES AND CRAF PARTICIPATION

     The Company offers commercial and military charter services which
supplement the utilization of aircraft capacity when not needed in the Company's
scheduled operations. In addition to providing these charter services, the
Company participates in the Civil Reserve Air Fleet ("CRAF") program. Under this
program, the Department of Defense may requisition for military use certain of
the Company's wide-bodied aircraft in the event of a declared need, including a
national emergency. The Company is compensated for the operation of any aircraft
requisitioned under the CRAF program at standard contract rates established each
year in the normal course of awarding contracts. Through its participation in
the CRAF program, the Company is entitled to bid on peacetime military cargo
charter business. The Company, together with a consortium of other carriers,
currently contracts with the U.S. Government for charter flights. The Company,
while continuing to participate in the CRAF program and continuing to bid on
military charters with respect to the carriage of cargo, discontinued military
passenger flights at the end of September 1992.

     During fiscal 1997, revenues from charter operations accounted for
approximately 0.6% of the Company's total revenues and approximately 0.9% and
1.2% of total revenues during fiscal 1996 and 1995, respectively.

LOGISTICS, ELECTRONIC COMMERCE AND CATALOG

     Logistics, Electronic Commerce and Catalog ("LECC"), formerly FedEx
Logistics Services, is a division of the Company which offers a full range of
global and regional integrated logistics, information and marketing solutions
as well as other innovative services. LECC focuses on markets where delivering
high-speed, time-definite, information-intensive solutions provide significant
customer value. In 1997, LECC further expanded its information systems focus to
solutions that enable customers to do business electronically -- ranging from
order-entry to after-sales support. The combination of these electronic
commerce capabilities and the Company's global transportation and information
network will allow the Company's customers to create or redesign their supply
chains to reduce cost and improve service to their customers.

     LECC solutions include FedEx VirtualOrderSM, an electronic order entry
system, FedEx interNetShipSM, FedEx Ship(R) and FedEx Express Distribution
CenterSM facilities and services such as FedEx Repair and Return and FedEx
International Priority DirectDistribution.  FedEx Express Distribution DepotsSM
offering two to four hour delivery in 50 locations and FedEx Express 
Distribution Centers are part of LECC's inventory management and warehouse
service. LECC customers warehouse their time-sensitive goods in the Company's
distribution facilities, and the Company in turn accepts and fills customer
orders and delivers the goods to the end user through the Company's global
transportation network.




                                      4


<PAGE>   7






     FedEx Repair and Return is a door-to-door, fast cycle repair service where
the Company manages the pickup, repair and return of defective computers and 
other electronics products.

     The FedEx Marketing Alliance Program is an on-line business rewards
program that allows FedEx VirtualOrder customers to leverage innovative
promotional tactics, electronic commerce tools, research, news services,
marketing consultation, support and other vital information to promote their
business growth over the Internet.

     LECC has offices and operating locations in Memphis and other key U.S.
cities, the United Kingdom, Germany, Belgium, France, the Netherlands, the 
United Arab Emirates, Israel, Singapore, Hong Kong, the Philippines and Japan
to serve its customers globally.

PRICING

     The Company periodically publishes list prices in its Service Guides for
the majority of its services. In general during fiscal year 1997, U.S. domestic
shipping rates were based on the service selected, weight, size, any ancillary
service charge and whether or not the shipment is picked up by a Company courier
or dropped off by the customer at a Company location. International rates were
based on the type of service provided and vary with size, weight and
destination. The Company offers its customers volume discounts generally based
on actual or potential average daily revenue produced. Discounts are determined
by reference to several local and national revenue bands developed by the
Company. In general, the more revenue a particular customer produces, the
greater the discount. Of the more than two million current customers of the
Company, a significant portion participates in its discount program.

     To more closely align the Company's rates with its transportation costs,
the Company introduced distance-based pricing effective July 1, 1997 for U.S.
shipments. The new rates are based on the weight and size of shipment, the
distance between the shipper and the recipient and the service commitment.

SERVICE REVENUES

     The following table shows the amount of revenues generated for each class
of service offered for the fiscal years ending May 31 (amounts in thousands):


<TABLE>
<CAPTION>
                                     1997          1996         1995
                                     ----          ----         ----    
<S>                               <C>           <C>          <C>
FedEx Priority Overnight          $ 4,485,317   $ 4,170,254  $3,908,837
FedEx Standard Overnight            1,758,462     1,616,538   1,374,440
FedEx  2Day                         1,621,643     1,365,430   1,284,297
U.S. domestic freight services        207,729       132,122     132,672
International priority services     2,351,096     1,996,827   1,679,830
International freight services        604,472       554,143     580,315
Charter                                72,330        92,389     115,062
LECC and other*                       418,701       345,916     316,620
                                  -----------   -----------  ----------
             Total                $11,519,750   $10,273,619  $9,392,073
                                  ===========   ===========  ==========
</TABLE>

----------------------------
*Includes revenues generated by the specialized services summarized above under
"Logistics, Electronic Commerce and Catalog." Also, includes revenues from sales
of aircraft engine noise-reduction kits and non-U.S. intra-country operations.



                                      5


<PAGE>   8



SEASONALITY OF BUSINESS

     The Company's express package business and international airfreight
business are both seasonal in nature. Historically, the U.S. domestic package
business experiences an increase in late November and December. International
business, particularly in the Asia to U.S. markets, peaks in October and
November due to U.S. domestic holiday sales. The latter part of the Company's
third fiscal quarter and late summer, being post-winter holiday and summer
vacation seasons, have historically exhibited lower volumes relative to other
periods.

OPERATIONS

     The Company's global transportation and distribution services are provided
through an extensive worldwide network consisting of numerous aviation and
ground transportation operating rights and authorities, 587 aircraft,
approximately 38,500 vehicles, sorting facilities, FedEx World Service Centers,
FedEx Drop Boxes, FedEx ShipSites, FedEx Authorized ShipCenters and
sophisticated package tracking, billing and communications systems.

     The Company's primary U.S. domestic sorting facility, the SuperHub located
in Memphis, serves as the center of the Company's multiple hub-and-spokes U.S.
domestic system. A second national hub is located in Indianapolis. In addition
to these national hubs, the Company operates regional hubs in Newark and Oakland
and major metropolitan sorting facilities in Los Angeles and Chicago. Facilities
in Anchorage, Alaska and Subic Bay, the Philippines, serve as sorting facilities
for express package and freight traffic moving to and from Asia, Europe and
North America. Major sorting and freight handling facilities are located at
Narita Airport in Japan, Charles de Gaulle Airport in Paris and Stansted Airport
outside London.

     The Company's EXPRESSfreighter flights provide faster international service
through direct flights between major markets in Asia, Europe and North America.
For example, EXPRESSfreighter flights from Hong Kong, Osaka, Singapore, Taipei
and Tokyo to the Company's facility in Anchorage and from there to the SuperHub
in Memphis allow for next business day delivery by 10:30 a.m. in the United
States and to major business centers in Canada, Mexico and the Caribbean. Cargo
on EXPRESSfreighter flights bound for Europe is flown for second-day delivery to
sixteen European cities. Westbound from Europe, EXPRESSfreighter service is
available from Amsterdam, Antwerp, Basel, Brussels, Frankfurt, London,
Luxembourg, Milan, Munich, Paris and Zurich for 10:30 a.m.
next-day delivery in most of North America.

     Throughout its worldwide network, the Company operates city stations and
employs a staff of customer service agents, cargo handlers and couriers who pick
up and deliver shipments in the station's service area. In some cities, the
Company operates FedEx World Service Centers which are staffed, store-front
facilities located in high-traffic, high-density areas. Unmanned FedEx Drop
Boxes provide customers the opportunity to drop off packages at locations in
office buildings, shopping centers and corporate or industrial parks. The
Company has also formed alliances with certain retailers to extend this customer
convenience network to over 7,600 drop-off sites in retail stores. In
international regions where low package traffic makes the Company's direct
presence less economical, Global Service Participants have been selected to
complete deliveries.

     The Company has an advanced package tracking and billing system, FedEx
COSMOS(R), that utilizes hand-held electronic scanning equipment and computer
terminals. This system provides proof of



                                      6


<PAGE>   9


delivery information, an electronically reproduced airbill for the customer and
information regarding the location of a package within the Company's system. For
international shipments, the Company has developed FedEx ExpressClear, a
worldwide electronic customs clearance system, which speeds up customs clearance
by allowing customs agents in destination countries to review information about
shipments before they arrive. The Company has 16 computerized telephone customer
service centers in the United States which handle thousands of customer calls
daily. In general, the Company's international locations handle customer calls
locally.

     The Company provides many of its customers FedEx PowerShip(R) 2, a computer
system, which provides package tracking, produces shipping labels, calculates
shipping charges, invoices the customer daily and produces customized reports.
For customers that ship 100 or more packages a day, the Company offers FedEx
PowerShip Plus software, which performs the same functions as FedEx PowerShip 2
but can be integrated with the customer's own computer systems for customer
service, accounting, inventory control and financial analysis purposes. FedEx
PowerShip PassPort is an automated shipping system which is automatically
updated with the Company's system information, such as routing codes and rates.
FedEx PowerShip 3 enables customers who ship as few as three packages per day to
enjoy the advantage of automated shipping.

     The Company also offers FedEx Ship software, free of charge, that can be
used on a personal computer. FedEx Ship allows customers to generate plain-paper
airbills on a laser printer, track shipments, order FedEx pickups and maintain a
database of shipping addresses and activity using modems and their own personal
computers. From the Company's World Wide Web page, shippers can retrieve precise
details on the status of their shipments any time of day from anywhere in the
world. In addition, FedEx interNetShip provides shipment processing capability
within the United States on the World Wide Web.

FUEL SUPPLIES AND COSTS

     During fiscal 1997, the Company purchased aviation fuel from various
suppliers under contracts which vary in length from 12 to 36 months and which
provide for specific amounts of fuel to be delivered. Certain of these contracts
extend through May 1999. The fuel represented by these contracts is purchased at
market price which may fluctuate daily. Management believes that, barring a
substantial disruption in supplies of crude oil, these agreements will ensure
the availability of an adequate supply of fuel for the Company's needs for the
immediate future. However, a substantial reduction of oil supplies from oil
producing regions or refining capacity, or other events causing a substantial
reduction in the supply of aviation fuel, could have a significant adverse
effect on the Company.

     The Company has also entered into contracts which are designed to limit its
exposure to fluctuations in jet fuel prices. Under these contracts, the Company
makes (or receives) payments based on the difference between a specified lower
(or upper) limit and the market price of jet fuel, as determined by an index of
spot market prices representing various geographic regions. The difference is
recorded as an increase or decrease in fuel expense. At May 31, 1997, the
Company had contracts with various financial institutions covering a total
notional volume of 396.9 million gallons (approximately 54% of the Company's
annual jet fuel consumption), with some contracts extending through May 1998.
During 1997, the Company received $15,162,000 under jet fuel contracts.




                                      7


<PAGE>   10



     The following table sets forth the Company's costs for aviation fuel and
its percentage of total operating expense for the previous five fiscal years:


<TABLE>
<CAPTION>
               TOTAL COST    PERCENTAGE OF TOTAL
FISCAL YEAR  (IN THOUSANDS)   OPERATING EXPENSE
-----------  --------------  -------------------
   <S>          <C>                <C>
   1997         $557,533           5.2%
   1996          461,401           4.8
   1995          394,225           4.5
   1994          374,561           4.7
   1993          403,597           5.4
</TABLE>

     Approximately 25% of the Company's requirement for vehicle fuel is
purchased in bulk. The remainder of the Company's requirement is satisfied by
retail purchases with various discounts. The percentage of total operating
expense for vehicle fuel purchases for each of the last five fiscal years has
not exceeded 1.5%.

COMPETITION

     The U.S. domestic express market is highly competitive and sensitive to
both price and service. Competitors in this market include other express package
concerns, principally United Parcel Service and Airborne Express, passenger
airlines offering package express services, regional express delivery concerns,
airfreight forwarders and the United States Postal Service.

     The international express package and freight markets are also highly
competitive. Ability to compete effectively internationally depends principally
upon price, frequency and capacity of scheduled service, extent of geographic
coverage and reliability. The Company currently holds certificates of authority
to serve more foreign countries than any other United States all-cargo air
carrier and its extensive, scheduled international route system allows it to
offer single-carrier service to many points not offered by its principal
all-cargo competitors. This international route system, combined with an
integrated air and ground network, enables the Company to offer international
customers more extensive single-carrier service to a greater number of U.S.
domestic points than can be provided currently by competitors. However, many of
the Company's competitors in the international market are government owned,
controlled, or subsidized carriers which may have greater resources, lower
costs, less profit sensitivity and more favorable operating conditions than the
Company. The Company's principal competitors in the international market are
foreign national air carriers, United States passenger airlines and all-cargo
airlines and other express package companies including United Parcel Service and
DHL.

REGULATION

Air

     Under the Federal Aviation Act of 1958, as amended, both the Department of
Transportation ("DOT") and the Federal Aviation Administration ("FAA") exercise
regulatory authority over the Company. The DOT's authority relates primarily to
economic aspects of air transportation. The DOT's jurisdiction extends to
aviation route authority and to other regulatory matters, including the transfer
of route authority between carriers. The Company holds various certificates
issued by the DOT, authorizing the Company to engage in U.S. domestic and
international air transportation of property and mail on a worldwide basis. The
Company's international authority permits it to carry cargo and mail from
several



                                      8


<PAGE>   11



points in its U.S. domestic route system to numerous points throughout the
world. The DOT regulates international routes and practices and is authorized to
investigate and take action against discriminatory treatment of United States
air carriers abroad. The right of a United States carrier to serve foreign
points is subject to the DOT's approval and generally requires a bilateral
agreement between the United States and the foreign government. The carrier must
then be granted the permission of such foreign government to provide specific
flights and services. The regulatory environment for global aviation rights may
from time to time impair the ability of the Company to operate its air network
in the most efficient manner.

     The FAA's regulatory authority relates primarily to safety and operational
aspects of air transportation, including aircraft standards and maintenance,
personnel and ground facilities, which may from time to time affect the ability
of the Company to operate its aircraft in the most efficient manner. The Company
holds an operating certificate granted by the FAA pursuant to Part 121 of the
Federal Aviation Regulations. This certificate is of unlimited duration and
remains in effect so long as the Company maintains its standards of safety and
meets the operational requirements of the regulations.

Ground

     The ground transportation performed by the Company is integral to its air
transportation services. Prior to January 1996, the Company conducted its
interstate motor carrier operations pursuant to common and contract carrier
authorities issued by the Interstate Commerce Commission ("ICC"). The ICC
Termination Act of 1995 abolished the ICC and transferred responsibility for
interstate motor carrier registration to the Department of Transportation.

     The enactment of the Federal Aviation Administration Authorization Act of
1994 abrogated the authority of states to regulate the rates, routes or services
of intermodal all-cargo air carriers and most motor carriers. States may now
only exercise jurisdiction over safety and insurance. The Company is registered
in those states that require registration.

Communication

     Because of the extensive use of radio and other communication facilities in
its aircraft and ground transportation operations, the Company is subject to the
Federal Communications Commission Act of 1934, as amended. Additionally, the
Federal Communications Commission regulates and licenses the Company's
activities pertaining to satellite communications.

Environmental

     Pursuant to the Federal Aviation Act, the FAA, with the assistance of the
Environmental Protection Agency, is authorized to establish standards governing
aircraft noise. The Company's present aircraft fleet is in compliance with
current noise standards of the Federal Aviation Regulations. The Company's
aircraft are also subject to, and are in compliance with, the regulations
limiting the level of engine smoke emissions. In addition to federal regulation
of aircraft noise, certain airport operators have local noise regulations which
limit aircraft operations by type of aircraft and time of day. These regulations
have had a restrictive effect on the Company's aircraft operations in some of
the localities where they apply but do not have a material effect on any of the
Company's significant markets. Congress' passage of the Airport Noise and
Capacity Act of 1990 established a National Noise Policy which enabled the
Company to plan for noise reduction and better respond to local noise
constraints.




                                      9


<PAGE>   12



     Certain regulations under the Clean Water Act, the Clean Air Act and the
Resource Conservation and Recovery Act impact the Company's operations. The
Company is most directly affected by regulations pertaining to underground
storage tanks, hazardous waste handling, vehicle and equipment emissions and the
discharge of effluents from properties and equipment owned or operated by the
Company.

EMPLOYEES

     At July 30, 1997, the Company employed approximately 76,000 permanent
full-time and 50,000 permanent part-time employees, of which approximately 22%
are employed in Memphis. Employees of the Company's international branches and
subsidiaries in the aggregate comprise approximately 12% of all employees. The
Company believes its relationship with its employees is excellent.

     In July 1996, the Fedex Pilots Association ("FPA"), an independent
collective bargaining organization, filed an application with the NMB seeking an
election to determine the collective bargaining representative for the Company's
flight crewmembers. That petition was granted and FPA won the election by a
margin of 1,589 to 1,133. On October 29, 1996, the NMB certified FPA as the
collective bargaining representative for the pilots. Since that time, FPA and
the Company have reached four interim agreements. Negotiations toward a
comprehensive collective bargaining agreement began in June 1997.

     Attempts by other labor organizations to organize certain other groups of
employees have been initiated. Although the Company cannot predict the outcome
of these labor activities or their effect on the Company or its employees, if
any, the Company is responding to these organization attempts.

FINANCIAL INFORMATION ABOUT FOREIGN AND U.S. DOMESTIC OPERATIONS

     For information concerning financial results for U.S. domestic and
international operations for the three years ended May 31, 1997, 1996 and 1995,
refer to Note 10 of Notes to Consolidated Financial Statements contained in the
Company's 1997 Annual Report to Stockholders, which Note is incorporated herein
by reference.


                                      10


<PAGE>   13




ITEM 2.  PROPERTIES

     The Company's principal owned or leased properties include its aircraft,
vehicles, national, regional and metropolitan sorting facilities, administration
buildings, FedEx World Service Centers, FedEx Drop Boxes and data processing and
telecommunications equipment.

AIRCRAFT AND VEHICLES

     The Company's aircraft fleet at July 1, 1997 consisted of the following:

<TABLE>
<CAPTION>
                                                                   MAXIMUM GROSS
                                                                STRUCTURAL PAYLOAD
DESCRIPTION                                     NUMBER        (POUNDS PER AIRCRAFT)**
-----------                                     ------        ----------------------
<S>                                             <C>                  <C>
McDonnell Douglas MD11                           24*1/               198,500
McDonnell Douglas DC10-30                        22*                 172,000
McDonnell Douglas DC10-10                        27*                 142,000
Airbus A300-600                                  20*                 117,700
Airbus A310-200                                  35*                  74,200
Boeing B727-200                                  95*                  59,500
Boeing B727-100                                  68*                  38,000
Fokker F27-500                                   24                   14,000
Fokker F27-600                                    8                   12,500
Cessna 208B                                     254                    3,500
Cessna 208A                                      10                    3,000
                                                ---
                      Total                     587
</TABLE>

-----------------------------
 *23 MD11, 17 DC10-30, four DC10-10, 20 A300, 16 A310, 13 B727-200 and five
B727-100 aircraft are subject to operating leases.

**Maximum gross structural payload includes revenue payload and container
weight.

1/One MD11 was destroyed by fire following an accident at Newark International
Airport on July 31, 1997.

     The A300s and A310s are two-engine, wide-bodied aircraft which have a
longer range and more capacity than B727s. The MD11s are three-engine,
wide-bodied aircraft which have a longer range and larger capacity than DC10s.
The DC10s are three-engine, wide-bodied aircraft which have been specially
modified to meet the Company's cargo requirements. The B727s are three-engine
aircraft configured for cargo service. The Company's Fokker F27 and Cessna 208
turbo-prop aircraft are leased to unaffiliated operators to support Company
operations in areas where demand does not justify use of a larger aircraft. An
inventory of spare engines and parts is maintained for each aircraft type.

     In addition, the Company "wet leases" approximately 21 smaller
piston-engine and turbo-prop aircraft which feed packages to and from airports
served by the Company's larger jet aircraft. The wet lease agreements call for
the owner-lessor to provide flight crews, insurance and maintenance, as well as
fuel and other supplies required to operate the aircraft. The Company's wet
lease agreements are for terms not exceeding one year and are generally
cancelable upon 30 days notice.




                                      11


<PAGE>   14




     At July 1, 1997, the Company operated approximately 38,500 ground transport
vehicles, including pick-up and delivery vans, larger trucks called container
transport vehicles and over-the-road tractors and trailers.

AIRCRAFT PURCHASE COMMITMENTS

     At July 1, 1997, the Company was committed under various contracts to
purchase 16 Airbus A300, two Airbus A310, seven MD11 and 50 Ayers ALM 200
aircraft to be delivered through 2002. In addition, the Company may be required
to purchase seven additional MD11 aircraft for delivery beginning no later than
2000 under a put option agreement.

     During 1997, the Company entered into agreements with two airlines to
acquire 53 DC10s, spare parts, aircraft engines and other equipment, and
maintenance services in exchange for a combination of aircraft engine noise
reduction kits and cash. Delivery of these aircraft began in 1997 and will
continue through 2001. Additionally, these airlines may exercise put options
through December 31, 2003, requiring the Company to purchase up to 29 additional
DC10s along with additional aircraft engines and equipment.




                                      12


<PAGE>   15






SORTING AND HANDLING FACILITIES

     At July 1, 1997, the Company operated the following sorting and handling
facilities:


<TABLE>
<CAPTION>
                                             SORTING                             LEASE
                                 SQUARE     CAPACITY                           EXPIRATION
       LOCATION          ACRES    FEET     (PER HOUR)*         LESSOR             YEAR
       --------          -----    ----     -----------         ------             ----
<S>                       <C>   <C>          <C>         <C>                      <C>     
NATIONAL
Memphis, Tennessee        468   2,742,196    455,000       Memphis-Shelby         2012
                                                           County Airport
                                                              Authority

Indianapolis, Indiana     120     645,000    153,000     Indianapolis Airport     2016
                                                            Authority
REGIONAL
Newark, New Jersey         56     554,000    142,000     Port Authority of New    2010
                                                          York and New Jersey

Oakland, California        21     191,000     50,000        City of Oakland       2011

METROPOLITAN
Los Angeles, California    25     130,000     53,000      City of Los Angeles     2009

Chicago, Illinois          55     419,000     15,000        City of Chicago       2018

Anchorage, Alaska+         42     208,000      4,200      Alaska Department of    2013
                                                           Transportation and
                                                           Public Facilities

Subic Bay,                 11     169,800     16,000            Subic Bay         2002
The Philippines++                                         Metropolitan Authority
</TABLE>

---------------------------
*    Documents and packages
+    Handles international express package and freight shipments to and from
     Asia, Europe and North America.
++   Handles intra-Asia express package and freight shipments.


     The Company's facilities at the Memphis International Airport also consist
of aircraft hangars, flight training and fuel facilities, administrative offices
and warehouse space. The Company leases these facilities from the Memphis-Shelby
County Airport Authority under several leases. The leases cover land, the
administrative and sorting buildings, other facilities, ramps and certain
related equipment. The Company has the option to purchase certain equipment (but
not buildings or improvements to real estate) leased under such leases at the
end of the lease term for a nominal sum. The leases obligate the Company to
maintain and insure the leased property and to pay all related taxes,
assessments and other charges. The leases are subordinate to, and the Company's
rights thereunder could be affected by, any future lease or agreement between
the Authority and the United States Government.



                                      13


<PAGE>   16






     In addition to the facilities noted above, the Company has major
international sorting and freight handling facilities located at Narita Airport
in Japan, Charles de Gaulle Airport in Paris, France and Stansted Airport
outside London, England. During 1997, construction began on the Company's new
European sorting hub at Charles de Gaulle Airport which is expected to open in
1998, and on the Company's new transshipment center at the CKS International
Airport in Taiwan which is expected to open later this calendar year.
Construction also continued in 1997 on the Company's new regional sorting hub in
Fort Worth, Texas which is expected to become operational in 1998.

ADMINISTRATIVE AND OTHER PROPERTIES AND FACILITIES

     The Company has facilities housing administrative and technical operations
on approximately 200 acres adjacent to the Memphis International Airport. Of the
seven buildings located on this site, four are subject to long-term leases, and
the other three are owned by the Company. The Company also leases approximately
90 facilities in the Memphis area for its corporate headquarters, warehouse
facilities and administrative offices. During fiscal year 1997, the Company
began construction on an office campus in Collierville, Tennessee, and announced
plans to build an office campus in East Shelby County, Tennessee.

     The Company owns 13 and leases 704 facilities for city station operations
in the United States. In addition, 142 city stations are owned or leased
throughout the Company's international network. The majority of these leases are
for terms of five to ten years. The Company believes that suitable alternative
facilities are available in each locale on satisfactory terms, if necessary. As
of July 1, 1997, the Company leased space for 404 FedEx World Service Centers in
the United States and had placed approximately 33,865 Drop Boxes. The Company
also owns stand-alone mini-centers located on leaseholds in parking lots
adjacent to office buildings, shopping centers and office parks of which 207
were operating at July 1, 1997. Internationally, the Company leases space for 13
FedEx World Service Centers and has approximately 964 FedEx Drop Boxes.

     The Company leases central processing units and most of the disk drives,
printers and terminals used for data processing. Owned equipment consists
primarily of Digitally Assisted Dispatch Systems ("DADS") terminals used in
communications between dispatchers and couriers, computerized routing, tracing
and billing equipment used by customers and mobile radios used in the Company's
vehicles. The Company also leases space on C-Band and Ku-Band satellite
transponders for use in its telecommunications network.

ITEM 3.  LEGAL PROCEEDINGS

     Customers of the Company have filed four separate class-action lawsuits
against the Company generally alleging that the Company has breached its
contract with the plaintiffs in transporting packages shipped by them. These
lawsuits allege that the Company continued to collect a 6.25% federal excise tax
on the transportation of property shipped by air after the tax expired on
December 31, 1995, until it was reinstated in August of 1996. The plaintiffs
seek certification as a class action, damages, an injunction to enjoin the
Company from continuing to collect the excise tax referred to above, and an
award of attorneys' fees and costs. Three of those cases were consolidated in
Minnesota Federal District Court. That court stayed the consolidated cases in
favor of a case filed in Circuit Court of Greene County, Alabama. The complaint
in the Alabama case also alleges that the Company continued to collect the
excise tax on the transportation of property shipped by air after the tax
expired again on December 31, 1996.

     A fifth case, filed in the Supreme Court of New York, New York County,
containing allegations and requests for relief substantially similar to the
other four cases, originally alleged that the Company



                                      14


<PAGE>   17





continued to collect the excise tax on the transportation of property shipped by
air after the tax expired on December 31, 1996. The New York complaint has been
amended to cover the first expiration period of the tax (December 31, 1995
through August 27, 1996) covered in the original Alabama complaint.

     The air transportation excise tax expired on December 31, 1995, was
reenacted by Congress effective August 27, 1996, and expired again on December
31, 1996. The excise tax was then reenacted by Congress effective March 7, 1997,
and is scheduled to expire on September 30, 1997. The expiration of the tax
relieved the Company of its obligation to pay the tax during the periods of
expiration. Legislation to reenact the tax for a ten-year period as of October
1, 1997, is currently pending in Congress.

     The Company intends to vigorously defend itself in these cases. No amount
has been reserved for these contingencies.

     In November 1987, The Flying Tiger Line Inc. ("Flying Tigers"), a company
acquired by the Company in 1989, received a notice from the United States
Environmental Protection Agency ("EPA") identifying Flying Tigers as a
potentially responsible party ("PRP") in connection with a "Superfund" site
located in Monterey Park, California. The site is a 190-acre landfill which
operated from 1948 through 1984. In June 1985, the EPA began a remedial
investigation of the site to identify the extent of contamination. The EPA
estimates that approximately 0.1% of the waste disposed at the site is
attributable to Flying Tigers. Flying Tigers participated in a partial
settlement relating to remedial actions for management of contamination and site
control. Partial consent decrees were entered in the United States District
Court for the Central District of California in 1989 and 1992, which provided,
in part, for payments of $109,000 and $230,000, respectively, by Flying Tigers
and Federal Express to the partial-settlement escrow account. However, the
Company does not expect all outstanding issues to be resolved for several years.
Due to several variables which are beyond the Company's control, it is
impossible to accurately estimate the Company's potential share of the remaining
costs, but based on Flying Tigers' relatively insignificant contribution of
waste to the site, the Company believes that its remaining liability will not be
material.

     The Company is subject to other legal proceedings and claims which arise in
the ordinary course of its business. In the opinion of management, the aggregate
liability, if any, with respect to these other actions will not materially
adversely affect the financial position or results of operations of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended May 31, 1997.



                                      15


<PAGE>   18



EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding executive officers of the Company is as follows
(included herein pursuant to Instruction 3 to Item 401(b) of Regulation S-K and
General Instruction G(3) of Form 10-K):


<TABLE>
<CAPTION>
 OFFICER, YEAR FIRST
  ELECTED AS OFFICER    AGE              POSITIONS HELD WITH COMPANY
  ------------------    ---              ---------------------------
  <S>                   <C>  <C>
  FREDERICK W. SMITH    52   Chairman, President and Chief Executive Officer
         1971                since April 1983; Chief Executive Officer since
                             April 1977; Chairman since February 1975; and
                             President from June 1971 to February 1975.
                             Founder of the Company.

  ALAN B. GRAF, JR.     43   Executive Vice President and Chief Financial
         1987                Officer since February 1996; Senior Vice President
                             and Chief Financial Officer from December 1991 to
                             February 1996; Vice President and Treasurer from
                             August 1987 to December 1991; and various
                             management positions in finance and a senior
                             financial analyst from 1980 to 1987.

 KENNETH R. MASTERSON   53   Executive Vice President, General Counsel and
         1980                Secretary since February 1996; Senior Vice
                             President, General Counsel and Secretary from
                             September 1993 to February 1996; Senior Vice
                             President and General Counsel from February 1981
                             to September 1993; and Vice President - Legal from
                             January 1980 to February 1981.

  THEODORE L. WEISE     53   Executive Vice President - Worldwide Operations
         1977                since February 1996; Senior Vice President - Air
                             Operations from August 1991 to February 1996;
                             Senior Vice President - United States and Canada
                             from June 1990 to August 1991; Senior Vice
                             President - Domestic Ground Operations from March
                             1987 to June 1990; Senior Vice President - Central
                             Support Services from October 1986 to March 1987;
                             Senior Vice President/General Manager - FedEx World
                             Service Centers from March 1983 to October 1986;
                             Senior Vice President - Operations Planning from
                             March 1979 to March 1983; Vice President Operations
                             Resource and Corporate Planning from September 1978
                             to March 1979; Vice President Special Projects and
                             Advanced Planning from April 1977 to September 
                             1978; and Director of Special Projects from 1972 to 
                             1977.

  DAVID J. BRONCZEK     43   Senior Vice President - Europe, Middle East and
         1987                Africa since June 1995; Senior Vice President -
                             Europe, Africa and Mediterranean from June 1993 to
                             June 1995; Vice President - Canadian Operations
                             from February 1987 to March 1993; and several
                             sales and operations managerial positions from
                             1976 to 1987.
</TABLE>





                                      16


<PAGE>   19





<TABLE>
  <S>                   <C>  <C>   
   G. EDMOND CLARK      43   Senior Vice President - Operations Support and
         1991                Engineering since January 1997; Vice President -
                             Corporate Financial Planning and Control from July
                             1994 to December 1996; Vice President - Finance -
                             Asia, Pacific and Middle East from December 1991
                             to June 1994; and various management positions in
                             Finance and Investor Relations, financial analyst
                             and project administrator from 1983 to 1991.

  MICHAEL L. DUCKER     43   Senior Vice President - Asia and Pacific since
         1991                October 1995; Vice President - South Pacific from
                             June 1992 to October 1995; Vice President - Italy
                             and Southeast Europe from November 1991 to June
                             1992; and various operating management positions
                             and a package sorter and checker from 1975 to
                             1991.

  LEONARD B. FEILER     41   Senior Vice President - Central Support Services
         1991                since February 1996; Vice President - Global
                             Operations Planning and Control from January 1995
                             to February 1996; Vice President - Systems Form
                             Planning and Engineering from July 1992 to January
                             1995; Vice President - Finance - FEDEX Aeronautics
                             Corporation from September 1991 to July 1992;
                             various management positions in finance and a
                             Senior financial analyst from 1979 to 1991.

  WILLIAM G. FRAINE     39   Senior Vice President - Worldwide Sales since
         1991                January 1997; Vice President Sales - United States
                             and Canada from December 1991 to December 1996;
                             Vice President - Sales - United Kingdom and
                             Continental Europe from May 1991 to November 1991;
                             various station and sales management positions and
                             sales representative from 1979 to 1991.

   T. MICHAEL GLENN     41   Senior Vice President - Marketing, Customer Service
         1985                and Corporate Communications since June 1994;
                             Senior Vice President - Marketing and Corporate
                             Communications from December 1993 to June 1994;
                             Senior Vice President - Worldwide Marketing,
                             Catalog Services and Corporate Communications from
                             June 1993 to December 1993; Senior Vice President -
                             Catalog and Remail Services from September 1992 to
                             June 1993; Vice President - Marketing from August
                             1985 to September 1992, various management
                             positions in sales and marketing and senior sales 
                             specialist from 1981 to 1985.

   DENNIS H. JONES      45   Senior Vice President and Chief Information
         1986                Officer since December 1991; Vice President -
                             Customer Automation and Invoicing from December
                             1986 to December 1991; and various management
                             positions in finance and a financial analyst from
                             1975 to 1986.
</TABLE>



                                      17


<PAGE>   20





<TABLE>
<S>                     <C>  <C>                                           
JOSEPH C. MCCARTY, III  52   Senior Vice President - Latin America and Caribbean
         1983                since October 1995; Senior Vice President - Asia
                             Pacific from June 1995 to October 1995; Senior Vice
                             President - Asia, Pacific and Middle East from
                             November 1991 to June 1995; Vice President -
                             International Legal from March 1987 to November
                             1991; Vice President - Properties & Facilities from
                             November 1984 to March 1987; and Vice President - 
                             Legal from February 1983 to November 1984.

   GILBERT D. MOOK      54   Senior Vice President - Air Operations since
         1985                February 1996; Senior Vice President - Central
                             Support Services from November 1994 to February
                             1996; Vice President - Properties and Facilities
                             from March 1988 to November 1994; Vice President - 
                             Satellite Systems from June 1985 to March 1988;
                             Director - Satellite Systems from 1983 to 1985.

   JAMES A. PERKINS     53   Senior Vice President and Chief Personnel Officer
         1979                since June 1979 and various personnel managerial
                             positions from 1974 to 1979.

   DAVID F. REBHOLZ     44   Senior Vice President - United States and Canada
         1988                since January 1997; Senior Vice President - Global
                             Sales and Trade Services from June 1993 to December
                             1996; Vice President - Central Region - Americas
                             and Caribbean from October 1991 to June 1993; Vice
                             President - Customer Service from December 1988 to
                             October 1991; and Regional Sales Director-Western 
                             Region and various operating management positions 
                             from 1976 to 1988.

   TRACY G. SCHMIDT     40   Senior Vice President - Air Ground Terminals and
         1990                Transportation since July 1994; Vice President -
                             Corporate Financial Planning from January 1990 to
                             July 1994; and various management positions in
                             finance from 1980 to 1990.

   LAURIE A. TUCKER     40   Senior Vice President - Logistics, Electronic
         1991                Commerce and Catalog since April 1996; Vice
                             President - Customer Automation and Invoicing from
                             December 1991 to April 1996; and various
                             management positions and financial analyst from
                             1978 to 1991.

   MICHAEL W. HILLARD   47   Vice President and Controller/Worldwide since
         1997                January 1997; various accounting management
                             positions and senior accountant from 1979 to 1997.
</TABLE>

     Officers are elected by, and serve at the discretion of, the Board of
Directors. There is no arrangement or understanding between any officer and any
person, other than a director or executive officer of the Company acting in his
or her official capacity, pursuant to which any officer was selected. There are
no family relationships between any executive officer and any other executive
officer or director of the Company. There has been no event involving any
executive officer under any bankruptcy act, criminal proceeding, judgment or
injunction during the past five years.


                                      18



<PAGE>   21



                                   PART II

     Information for Items 5 through 8 of this Report appears in the Company's
1997 Annual Report to Stockholders as indicated in the following table and is
incorporated herein by reference.

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER 
         MATTERS

     Information regarding market information, stockholders and dividends is
contained in the Corporate Information section of the Company's 1997 Annual
Report to Stockholders, on page 44 under the headings, "Stock Listing,"
"Stockholders" and "Market Information" and is incorporated herein by reference.

     No cash dividends have been declared.

<TABLE>
<CAPTION>
                                                                  PAGE IN ANNUAL REPORT 
                                                                     TO STOCKHOLDERS
                                                                     ---------------
<S>       <C>                                                               <C>
ITEM 6.   SELECTED FINANCIAL DATA

          Selected Consolidated Financial Data ..........................    40


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................    18


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISK .............................................   N/A


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          Consolidated Statements of Income .............................    23
          Consolidated Balance Sheets ...................................    24
          Consolidated Statements of Cash Flows .........................    25
          Consolidated Statements of Changes in
            Common Stockholders' Investment .............................    26
          Notes to Consolidated Financial Statements ....................    27


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE  .......................   N/A
</TABLE>




                                      19


<PAGE>   22



                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Information regarding members of the Company's Board of Directors is
presented in sections "Voting Securities and Principal Holders Thereof Security
Ownership of Management and Certain Beneficial Owners," "Election of Directors,"
"Meetings and Committees," "Compensation of Directors," and "Transactions with
Management and Others" and on pages 1 through 8 and page 15 of the Definitive
Proxy Statement for the Company's 1997 Annual Meeting of Stockholders which will
be held September 29, 1997 and is incorporated herein by reference. Information
regarding executive officers of the Company is included above in Part I of this
Form 10-K under the caption "Executive Officers of the Registrant" pursuant to
Instruction 3 to Item 401(b) of Regulation S-K and General Instruction G(3) of
Form 10-K.

    Information for Items 11 through 13 of this Report appears in the
Definitive Proxy Statement for the Company's 1997 Annual Meeting of Stockholders
to be held on September 29, 1997, as indicated in the following
table and is incorporated herein by reference.


<TABLE>
<CAPTION>
                                                                        PAGE IN PROXY
                                                                          STATEMENT
                                                                        -------------
<S>       <C>                                                                <C>

ITEM 11.  EXECUTIVE COMPENSATION

          Compensation Information ...................................        9

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT

          Voting Securities and Principal Holders Thereof ............        1
                                                                             
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Transactions with Management and Others ....................       15

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K
</TABLE>


(A) 1.  FINANCIAL STATEMENTS

    The consolidated financial statements of the Company, together with the
report thereon of Arthur Andersen LLP, dated June 30, 1997, are presented on
pages 23 through 39 of the Company's 1997 Annual Report to Stockholders and are
incorporated herein by reference. With the exception of the aforementioned
information and the information incorporated by reference in Items 5, 6, 7 and 8
hereof, the Company's 1997 Annual Report to Stockholders is not to be deemed as
filed as part of this Report.


                                      20


<PAGE>   23

                                    
2.   FINANCIAL STATEMENT SCHEDULE   

<TABLE>
<CAPTION>
                                                                             PAGE NUMBER
                                                                             IN FORM 10-K
                                                                             ------------

<S>                                                                              <C>
Report of Independent Public Accountants on Financial Statement Schedule ..      S-1

Schedule II - Valuation and Qualifying Accounts ...........................      S-2
</TABLE>


All other financial statement schedules have been omitted because they are not
applicable or the required information is included in the consolidated financial
statements, or the notes thereto, contained in the Company's 1997 Annual Report
to Stockholders and incorporated herein by reference.

3.   EXHIBITS

     Exhibits 3.1, 3.2, 4.1 through 4.29, 10.1 through 10.94, 11, 12, 13, 21, 23
and 24 are being filed in connection with this Report and incorporated herein by
reference.

     The Exhibit Index on pages E-1 through E-13 is incorporated herein by
reference.

(b)  REPORTS ON FORM 8-K

     During the last quarter of the period covered by this Report on Form 10-K,
the Registrant filed two Current Reports on Form 8-K.

     The first Current Report was dated May 12, 1997 and contained documents
relating to the Company's 1997 Pass Through Trust Certificates, Series 1997-1.

     The second Current Report was dated May 22, 1997 and contained documents
relating to the Company's 1997 Pass Through Trust Certificates, Series 1997-1.

     These reports were filed as Item 7 Current Reports.





                                      21


<PAGE>   24




                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                       FEDERAL EXPRESS CORPORATION
                                       (Registrant)


                                       BY: /s/ MICHAEL W. HILLARD
                                           --------------------------------
                                               Michael W. Hillard
                                               Vice President and Controller
                                               (Principal Accounting Officer)


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant in the capacities and on the dates indicated.



<TABLE>
<CAPTION>
         SIGNATURE                       CAPACITY                  DATE
         ---------                       --------                  ----

<S>                           <C>                               <C>
/s/ FREDERICK W. SMITH*       Chairman, President and      
-----------------------       Chief Executive Officer      
Frederick W. Smith            and Director                 
                              (Principal Executive Officer)
                              
                              
/s/ ALAN B. GRAF, JR.*        Executive Vice President and 
----------------------        Chief Financial Officer      
Alan B. Graf, Jr.             (Principal Financial Officer)
                              

/s/ MICHAEL W. HILLARD        Vice President and Controller
----------------------        (Principal Accounting Officer)    August 8, 1997
Michael W. Hillard


/s/ ROBERT H. ALLEN *                    Director 
---------------------                    
Robert H. Allen


/s/ HOWARD H. BAKER, JR.*                Director
-------------------------                
Howard H. Baker, Jr.


/s/ ROBERT L. COX *                      Director
-------------------                      
Robert L. Cox


/s/ RALPH D. DENUNZIO *                  Director
-----------------------                          
Ralph D. DeNunzio                        

</TABLE>




<PAGE>   25




<TABLE>
<CAPTION>
         SIGNATURE                       CAPACITY                  DATE
         ---------                       --------                  ----

<S>                                      <C>                  <C>
/s/ JUDITH L. ESTRIN *                   Director
----------------------                   
Judith L. Estrin


/s/ PHILIP GREER *                       Director
------------------                       
Philip Greer


/s/ J. R. HYDE, III *                    Director 
---------------------                    
J. R. Hyde, III


/s/ CHARLES T. MANATT *                  Director
-----------------------                  
Charles T. Manatt


/s/ GEORGE J. MITCHELL *                 Director
------------------------                 
George J. Mitchell


/s/ JACKSON W. SMART, JR.*               Director
--------------------------               
Jackson W. Smart, Jr.


/s/ JOSHUA I. SMITH *                    Director
---------------------                    
Joshua I. Smith


/s/ PAUL S. WALSH*                       Director
------------------                       
Paul S. Walsh


/s/ PETER S. WILLMOTT *                  Director
-----------------------                  
Peter S. Willmott


*By:  /s/ MICHAEL W. HILLARD             
----------------------------
Michael W. Hillard                                            August 8, 1997
Attorney-in-Fact
</TABLE>





<PAGE>   26

                                                                             S-1


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                       ON FINANCIAL STATEMENT SCHEDULE



To Federal Express Corporation:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Federal Express Corporation's 1997
Annual Report to Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated June 30, 1997. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
financial statement schedule on page S-2 is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
The financial statement schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.





                                                 /s/ ARTHUR ANDERSEN LLP
                                                 ------------------------------
                                                 ARTHUR ANDERSEN LLP
          




Memphis, Tennessee,
June 30, 1997




<PAGE>   27




                                                                             S-2
                                                                     SCHEDULE II


                 FEDERAL EXPRESS CORPORATION AND SUBSIDIARIES
                      VALUATION AND QUALIFYING ACCOUNTS
             FOR THE YEARS ENDED MAY 31, 1997, 1996 AND 1995 
                                (In thousands)


<TABLE>
<CAPTION>
                                                  ADDITIONS
                                            ----------------------
                                BALANCE AT  CHARGED TO  CHARGED TO                 BALANCE AT
                                BEGINNING   COSTS AND     OTHER                      END OF
DESCRIPTION                      OF YEAR     EXPENSES    ACCOUNTS   DEDUCTIONS(A)     YEAR
-----------                     ----------  ----------  ----------  -------------  ----------

    Allowance for
  Doubtful Accounts
  -----------------
<S>                               <C>         <C>         <C>         <C>            <C>       
1997..........................    $30,809     $38,711       -         $33,345        $36,175   
                                  =======     =======     ======      =======        =======   
1996..........................    $31,173     $38,963     $1,700      $41,027        $30,809   
                                  =======     =======     ======      =======        =======   
1995..........................    $33,933     $36,334       -         $39,094        $31,173   
                                  =======     =======     ======      =======        =======   
</TABLE>

(A) Accounts written off net of recoveries.





<PAGE>   28




                                EXHIBIT INDEX


<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>

       3.1    Restated Certificate of Incorporation of Registrant as amended
              (Filed as Exhibit 3.1 to Registrant's FY95 Third Quarter Report on
              Form 10-Q, Commission File No. 1-7806, and incorporated herein by
              reference.)

       3.2    By-laws of Registrant (Filed as Exhibit 3.2 to Registrant's FY93
              Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       4.1    Indenture dated as of April 1, 1987 between Registrant and The
              Bank of New York ("BONY"), as Trustee, relating to Registrant's
              10% Senior Notes due April 15, 1999. (Filed as Exhibit 10.36 to
              Registrant's FY88 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       4.2    Supplemental Indenture No. 2 dated as of April 18, 1989 between
              Registrant and BONY, relating to Registrant's 10% Senior Notes due
              April 15, 1999. (Filed as Exhibit 4(a) to Registrant's Current
              Report on Form 8-K dated April 25, 1989, Commission File No.
              1-7806, and incorporated herein by reference.)

       4.3    Supplemental Indenture No. 3 dated as of April 21, 1989 between
              Registrant and BONY and form of note relating to Registrant's 10%
              Senior Notes due April 15, 1999. (Filed as Exhibit 4(b) to
              Registrant's Current Report on Form 8-K dated April 25, 1989,
              Commission File No. 1-7806, and incorporated herein by reference.)

       4.4    Indenture dated as of May 15, 1989 between Registrant and BONY
              relating to Registrant's unsecured debt securities. (Filed as an
              exhibit to Registrant's Registration Statement No. 33-28796 on
              Form S-3 and incorporated herein by reference.)

       4.5    Supplemental Indenture No. 2 dated as of August 11, 1989 between
              Registrant and BONY. (Filed as Exhibit 4.2 to Registrant's
              Registration Statement No. 33-30415 on Form S-3 and incorporated
              herein by reference.)

       4.6    Supplemental Indenture No. 3 dated as of October 15, 1989 between
              Registrant and BONY relating to Registrant's 9 5/8% Sinking Fund
              Debentures due October 15, 2019. (Filed as Exhibit 4.2 to
              Registrant's Current Report on Form 8-K dated October 16, 1989,
              Commission File No. 1-7806, and incorporated herein by reference.)

       4.7    Supplemental Indenture No. 5 dated as of August 15, 1990 between
              Registrant and BONY. (Filed as Exhibit 4(c) to Registrant's
              Current Report on Form 8-K dated August 28, 1990, Commission File
              No. 1-7806, and incorporated herein by reference.)
</TABLE>




                                     E-1
<PAGE>   29


<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------


       <S>    <C>                                                         
       4.8    Indenture dated May 15, 1989 including Supplemental Indenture Nos.
              2, 3 and 5 dated as described above, between Registrant and BONY,
              relating to Registrant's Medium-Term Notes, Series B, the last of
              which is due August 15, 2006, Registrant's 9 7/8% Notes due April
              1, 2002, Registrant's 9.65% Notes due June 15, 2012 and
              Registrant's 6 1/4% Notes due April 15, 1998. (Filed as described
              above.)

       4.9    Form of Fixed Rate Medium-Term Note, Series B, the last of which
              is due August 15, 2006. (Filed as Exhibit 4.4 to Registrant's
              Registration Statement No. 33-40018 on Form S-3 and incorporated
              herein by reference.)

       4.10   Form of Floating Rate Medium-Term Note, Series B, the last of
              which is due August 15, 2006. (Filed as Exhibit 4.5 to
              Registrant's Registration Statement No. 33-40018 on Form S-3 and
              incorporated herein by reference.)

       4.11   Form of 9 7/8% Note due April 1, 2002. (Filed as Exhibit 4.1 to
              Registrant's Current Report on Form 8-K dated March 23, 1992,
              Commission File No. 1-7806, and incorporated herein by reference.)

       4.12   Form of 9.65% Note due June 15, 2012. (Filed as Exhibit 4.1 to
              Registrant's Current Report on Form 8-K dated June 18, 1992,
              Commission File No. 1-7806, and incorporated herein by reference.)

       4.13   Form of 6 1/4% Note due April 15, 1998. (Filed as Exhibit 4.1 to
              Registrant's Current Report on Form 8-K dated April 21, 1993,
              Commission File No. 1-7806, and incorporated herein by reference.)

       4.14   Indenture dated as of July 1, 1996 between the Registrant and The
              First National Bank of Chicago, as Trustee, relating to
              Registrant's unsecured debt securities. (Filed as Exhibit 4.14 to
              Registrant's FY96 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       4.15   Supplemental Indenture No. 1 dated as of July 1, 1997 between
              Registrant and The First National Bank of Chicago relating to
              Registrant's 7.60% Notes due July 1, 2097. (Filed as Exhibit 4.1
              to Registrant's Current Report on Form 8-K dated July 7, 1997,
              Commission File No. 1-7806, and incorporated herein by reference.)

       4.16   Form of 7.60% Note due July 1, 2097. (Filed as Exhibit 4.2 to
              Registrant's Current Report on Form 8-K dated July 7, 1997,
              Commission File No. 1-7806, and incorporated herein by reference.)

       4.17   Pass Through Trust Agreement dated as of February 1, 1993, as
              amended and restated as of October 1, 1995, between Registrant and
              BONY, as Pass Through Trustee, relating to Registrant's 1993 Pass
              Through Certificates, Series A1, A2, B1, B2, C1 and C2, 1995 Pass
              Through Certificates, Series A1, A2, B1, B2 and B3 and 1996 Pass
              Through Certificates, Series A1 and A2. (Filed as Exhibit 4.a.1 to
              Registrant's Current Report on Form 8-K dated October 26, 1995,
              Commission File No. 1-7806, and incorporated herein by reference.)
</TABLE>




                                     E-2
<PAGE>   30

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C> 
       4.18   Form of 8.04% and 8.76% 1993 Pass Through Certificates, Series A1
              and A2 due November 22, 2007 and May 22, 2015, respectively.
              (Filed as Exhibit 4(a)(2) to Registrant's Current Report on Form
              8-K dated February 4, 1993, Commission File No. 1-7806, and
              incorporated herein by reference.)

       4.19   Form of 6.68% and 7.63% 1993 Pass Through Certificates, Series B1
              and B2 due January 1, 2008 and January 1, 2015, respectively.
              (Filed as Exhibit 4.a.2 to Registrant's Current Report on Form 8-K
              dated September 23, 1993, Commission File No. 1-7806, and
              incorporated herein by reference.)

       4.20   Form of 7.15% and 7.96% 1993 Pass Through Certificates, Series C1
              and C2 due September 28, 2012 and March 28, 2017, respectively.
              (Filed as Exhibit 4.a.2 to Registrant's Current Report on Form 8-K
              dated December 2, 1993, Commission File No. 1-7806, and
              incorporated herein by reference.)

       4.21   Form of 7.63% and 8.06% 1995 Pass Through Certificates, Series A1
              and A2 due January 5, 2014 and January 5, 2016, respectively.
              (Filed as Exhibit 4.a.2 to Registrant's Current Report on Form 8-K
              dated August 16, 1995, Commission File No. 1-7806, and
              incorporated herein by reference.)

       4.22   Form of 6.05%, 7.11% and 7.58% 1995 Pass Through Certificates,
              Series B1, B2 and B3 due March 19, 1996, January 2, 2014 and July
              2, 2019, respectively. (Filed as Exhibit 4.a.2 to Registrant's
              Current Report on Form 8-K dated October 26, 1995, Commission File
              No. 1-7806, and incorporated herein by reference.)

       4.23   Form of 7.85% and 8.17% 1996 Pass Through Certificates, Series A1
              and A2 due January 30, 2015 and January 30, 2018, respectively.
              (Filed as Exhibit 4.a.2 to Registrant's Current Report on Form 8-K
              dated June 5, 1996, Commission File No. 1-7806, and incorporated
              herein by reference.)

       4.24   Pass Through Trust Agreement dated as of March 1, 1994 between
              Registrant and BONY, as Pass Through Trustee, relating to
              Registrant's 1994 Pass Through Certificates, Series A310-A1,
              A310-A2 and A310-A3. (Filed as Exhibit 4.a.1 to Registrant's
              Current Report on Form 8-K dated March 16, 1994, Commission File
              No. 1-7806, and incorporated herein by reference.)

       4.25   Form of 7.53%, 7.89% and 8.40% 1994 Pass Through Certificates,
              Series A310-A1, A310-A2 and A310-A3 due September 23, 2006,
              September 23, 2008 and March 23, 2010, respectively. (Filed as
              Exhibit 4.a.2 to Registrant's Current Report on Form 8-K dated
              March 16, 1994, Commission File No. 1-7806, and incorporated
              herein by reference.)

       4.26   Pass Through Trust Agreement dated as of June 1, 1996 between
              Registrant and State Street Bank and Trust Company, as Pass
              Through Trustee, relating to Registrant's 1996 Pass Through
              Certificates, Series B1 and B2. (Filed as Exhibit 4(a)(1) to
              Registrant's Registration Statement No. 333-07691 on Form S-3 and
              incorporated herein by reference.)
</TABLE>




                                     E-3
<PAGE>   31

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>
       4.27   Form of 7.39% and 7.84% 1996 Pass Through Certificates, Series B1
              and B2 due January 30, 2013 and January 30, 2018, respectively.
              (Filed as Exhibit 4.a.2 to Registrant's Current Report on Form 8-K
              dated October 17, 1996, Commission File No. 1-7806, and
              incorporated herein by reference.)

       4.28   Pass Through Trust Agreement dated as of May 1, 1997 between
              Registrant and First Security Bank, National Association, as Pass
              Through Trustee. (Filed as Exhibit 4.a.3 to Registrant's Form 8-K
              dated May 12, 1997, Commission File No. 1-7806, and incorporated
              herein by reference.)

       4.29   Form of 7.50%, 7.52% and 7.65% 1997-1 Pass Through Certificates,
              Class A, B and C due January 15, 2018, January 15, 2018 and
              January 15, 2014, respectively. (Filed as Exhibit 4.a.2 to
              Registrant's Current Report on Form 8-K dated May 22, 1997,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.1   Indenture dated as of August 1, 1979 between the Memphis-Shelby
              County Airport Authority (the "Authority") and BONY, as Trustee.
              (Refiled as Exhibit 10.1 to Registrant's FY90 Annual Report on
              Form 10-K, Commission File No. 1-7806, and incorporated herein by
              reference.)

       10.2   Second Supplemental Indenture dated as of May 1, 1982 between the
              Authority and BONY. (Refiled as Exhibit 10.2 to Registrant's FY93
              Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.3   Third Supplemental Indenture dated as of November 1, 1982 between
              the Authority and BONY. (Refiled as Exhibit 10.3 to Registrant's
              FY93 Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.4   Fourth Supplemental Indenture dated as of December 1, 1984 between
              the Authority and BONY relating to 7 7/8% Special Facilities
              Revenue Bonds, Series 1984 due September 1, 2009. (Refiled as
              Exhibit 10.4 to Registrant's FY95 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.5   Fifth Supplemental Indenture dated as of July 1, 1992 between the
              Authority and BONY relating to 6 3/4% Special Facilities Revenue
              Bonds, Refunding Series 1992 due September 1, 2012. (Filed as
              Exhibit 10.5 to Registrant's FY92 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.6   Sixth Supplemental Indenture dated as of July 1, 1997 between the
              Authority and BONY relating to 5.35% Special Facilities Revenue
              Bonds, Refunding Series 1997 due September 1, 2012.

       10.7   Guaranty dated as of August 1, 1979 from Registrant to BONY.
              (Refiled as Exhibit 10.5 to Registrant's FY90 Annual Report on
              Form 10-K, Commission File No. 1-7806, and incorporated herein by
              reference.)
</TABLE>





                                     E-4
<PAGE>   32
<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>                    
       10.8   Reaffirmation of Guaranty dated as of May 1, 1982 from Registrant
              to BONY. (Refiled as Exhibit 10.7 to Registrant's FY93 Annual
              Report on Form 10-K, Commission File No. 1-7806, and incorporated
              herein by reference.)

       10.9   Reaffirmation of Guaranty dated as of December 1, 1984 from
              Registrant to BONY relating to Special Facilities Revenue Bonds,
              Series 1984. (Refiled as Exhibit 10.10 to Registrant's FY93 Annual
              Report on Form 10-K, Commission File No. 1-7806, and incorporated
              herein by reference.)

       10.10  Reaffirmation of Guaranty dated as of July 30, 1992 from
              Registrant to BONY relating to Special Facilities Revenue Bonds,
              Refunding Series 1992. (Filed as Exhibit 10.11 to Registrant's
              FY92 Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.11  Reaffirmation of Guaranty dated as of July 1, 1997 from Registrant
              to BONY relating to Special Facilities Revenue Bonds, Refunding
              Series 1997.

       10.12  Consolidated and Restated Lease Agreement dated as of August 1,
              1979 between the Authority and Registrant. (Refiled as Exhibit
              10.12 to Registrant's FY90 Annual Report on Form 10-K, Commission
              File No. 1-7806, and incorporated herein by reference.)

       10.13  First Supplemental Lease Agreement dated as of April 1, 1981
              between the Authority and Registrant. (Filed as Exhibit 10.13 to
              Registrant's FY92 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.14  Second Supplemental Lease Agreement dated as of May 1, 1982
              between the Authority and Registrant. (Refiled as Exhibit 10.14 to
              Registrant's FY93 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.15  Third Supplemental Lease Agreement dated November 1, 1982 between
              the Authority and Registrant. (Filed as Exhibit 28.22 to
              Registrant's FY93 Second Quarter Report on Form 10-Q, Commission
              File No. 1-7806, and incorporated herein by reference.)

       10.16  Fourth Supplemental Lease Agreement dated July 1, 1983 between the
              Authority and Registrant. (Filed as Exhibit 28.23 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.17  Fifth Supplemental Lease Agreement dated February 1, 1984 between
              the Authority and Registrant. (Filed as Exhibit 28.24 to
              Registrant's FY93 Second Quarter Report on Form 10-Q, Commission
              File No. 1-7806, and incorporated herein by reference.)

       10.18  Sixth Supplemental Lease Agreement dated April 1, 1984 between the
              Authority and Registrant. (Filed as Exhibit 28.25 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)
</TABLE>




                                     E-5
<PAGE>   33

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>           
       10.19  Seventh Supplemental Lease Agreement dated June 1, 1984 between
              the Authority and the Registrant. (Filed as Exhibit 28.26 to
              Registrant's FY93 Second Quarter Report on Form 10-Q, Commission
              File No. 1-7806, and incorporated herein by reference.)

       10.20  Eighth Supplemental Lease Agreement dated July 1, 1988 between the
              Authority and Registrant. (Filed as Exhibit 28.27 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.21  Ninth Supplemental Lease Agreement dated July 12, 1989 between the
              Authority and Registrant. (Filed as Exhibit 28.28 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.22  Tenth Supplemental Lease Agreement dated October 1, 1991 between
              the Authority and Registrant. (Filed as Exhibit 28.29 to
              Registrant's FY93 Second Quarter Report on Form 10-Q, Commission
              File No. 1-7806, and incorporated herein by reference.)

       10.23  Eleventh Supplemental Lease Agreement dated as of July 1, 1994
              between the Authority and Registrant. (Filed as Exhibit 10.21 to
              Registrant's FY96 Annual Report on Form 10-K, Commision File No.
              1-7806, and incorporated herein by reference.)

       10.24  Twelfth Supplemental Lease Agreement dated July 1, 1993 between
              the Authority and Registrant. (Filed as Exhibit 10.23 to
              Registrant's FY93 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.25  Thirteenth Supplemental Lease Agreement dated as of June 1, 1995
              between the Authority and Registrant. (Filed as Exhibit 10.23 to
              Registrant's FY96 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.26  Fourteenth Supplemental Lease Agreement dated as of January 1,
              1996 between the Authority and Registrant. (Filed as Exhibit 10.24
              to Registrant's FY96 Annual Report on Form 10-K, Commission File
              No. 1-7806, and incorporated herein by reference.)

       10.27  Fifteenth Supplemental Lease Agreement dated as of January 1, 1997
              between the Authority and Registrant. (Filed as Exhibit 10.1 to
              Registrant's FY97 Third Quarter Report on Form 10-Q, Commission
              File No. 1-7806, and incorporated herein by reference.)

       10.28  Sixteenth Supplemental Lease Agreement dated as of April 1, 1997
              between the Authority and Registrant.

       10.29  Seventeenth Supplemental Lease Agreement dated as of May 1, 1997
              between the Authority and Registrant.

       10.30  Special Facility Lease Agreement dated as of August 1, 1979
              between the Authority and Registrant. (Refiled as Exhibit 10.15 to
              Registrant's FY90 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)
</TABLE>




                                     E-6
<PAGE>   34

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>                                             
       10.31  First Special Facility Supplemental Lease Agreement dated as of
              May 1, 1982 between the Authority and Registrant. (Filed as
              Exhibit 10.25 to Registrant's FY93 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.32  Second Special Facility Supplemental Lease Agreement dated as of
              November 1, 1982 between the Authority and Registrant. (Filed as
              Exhibit 10.26 to Registrant's FY93 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.33  Third Special Facility Supplemental Lease Agreement dated as of
              December 1, 1984 between the Authority and Registrant. (Refiled as
              Exhibit 10.25 to Registrant's FY95 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.34  Fourth Special Facility Supplemental Lease Agreement dated as of
              July 1, 1992 between the Authority and Registrant. (Filed as
              Exhibit 10.20 to Registrant's FY92 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.35  Fifth Special Facility Supplemental Lease Agreement dated as of
              July 1, 1997 between the Authority and Registrant.

       10.36  Special Facility Lease Agreement dated as of July 1, 1993 between
              the Authority and Registrant. (Filed as Exhibit 10.29 to
              Registrant's FY93 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.37  Special Facility Ground Lease Agreement dated as of July 1, 1993
              between the Authority and Registrant. (Filed as Exhibit 10.30 to
              Registrant's FY93 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.38  Indenture dated as of July 1, 1993 between the Authority and BONY,
              as Trustee, relating to 6.20% Special Facility Revenue Bonds,
              Series 1993, due July 1, 2014. (Filed as Exhibit 10.31 to
              Registrant's FY93 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.39  Guaranty dated as of July 1, 1993 from Registrant to BONY relating
              to 6.20% Special Facility Revenue Bonds, Series 1993. (Filed as
              Exhibit 10.32 to Registrant's FY93 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.40  Lease Agreement dated as of May 7, 1985 between the City of
              Oakland and Registrant. (Filed as Exhibit 28.5 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.41  Affirmative Action Agreement dated as of May 14, 1985, to Lease
              Agreement dated May 7, 1985, between the City of Oakland and
              Registrant. (Filed as Exhibit 28.6 to Registrant's FY93 Second
              Quarter Report on Form 10-Q, Commission File No. 1-7806, and
              incorporated herein by reference.)
</TABLE>





                                     E-7
<PAGE>   35

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>             
       10.42  First Supplemental Agreement dated August 5, 1986, to Lease
              Agreement dated May 7, 1985, between the City of Oakland and
              Registrant. (Filed as Exhibit 28.7 to Registrant's FY93 Second
              Quarter Report on Form 10-Q, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.43  Second Supplemental Agreement dated February 17, 1987, to Lease
              Agreement dated May 7, 1985, between the City of Oakland and
              Registrant. (Filed as Exhibit 28.8 to Registrant's FY93 Second
              Quarter Report on Form 10-Q, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.44  Third Supplemental Agreement dated February 1989, to Lease
              Agreement dated May 7, 1985, between the City of Oakland and
              Registrant. (Filed as Exhibit 28.9 to Registrant's FY93 Second
              Quarter Report on Form 10-Q, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.45  Amendment dated August 1, 1989, to Lease Agreement dated May 7,
              1985, between the City of Oakland and Registrant. (Refiled as
              Exhibit 10.40 to Registrant's FY95 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.46  Lease and First Right of Refusal Agreement dated July 22, 1988
              between the State of Alaska, Department of Transportation and
              Public Facilities and Registrant. (Filed as Exhibit 28.10 to
              Registrant's FY93 Second Quarter Report on Form 10-Q, Commission
              File No. 1-7806, and incorporated herein by reference.)

       10.47  Development Agreement dated July 22, 1988, to Lease and First
              Right of Refusal Agreement dated July 22, 1988, between the State
              of Alaska, Department of Transportation and Public Facilities and
              Registrant. (Filed as Exhibit 28.11 to Registrant's FY93 Second
              Quarter Report on Form 10-Q, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.48  Supplement No. 1 dated May 19, 1989, to Development Agreement
              dated July 22, 1988, between the State of Alaska, Department of
              Transportation and Public Facilities and Registrant. (Filed as
              Exhibit 28.12 to Registrant's FY93 Second Quarter Report on Form
              10-Q, Commission File No. 1-7806, and incorporated herein by
              reference.)

       10.49  Supplement No. 1 dated July 19, 1989, to Lease and First Right of
              Refusal Agreement dated July 22, 1988, between the State of
              Alaska, Department of Transportation and Public Facilities and
              Registrant. (Filed as Exhibit 28.13 to Registrant's FY93 Second
              Quarter Report on Form 10-Q, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.50  Right-of-Way Agreement dated September 19, 1989, to Lease and
              First Right of Refusal Agreement dated July 22, 1988, between the
              State of Alaska, Department of Transportation and Public
              Facilities and Registrant. (Filed as Exhibit 28.14 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)
</TABLE>




                                     E-8
<PAGE>   36

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>                            
       10.51  Supplement No. 2 dated April 23, 1991, to Lease and First Right of
              Refusal Agreement dated July 22, 1988, between the State of
              Alaska, Department of Transportation and Public Facilities and the
              Registrant. (Filed as Exhibit 28.15 to Registrant's FY93 Second
              Quarter Report on Form 10-Q, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.52  Lease Agreement dated October 1, 1983 between The Port Authority
              of New York and New Jersey and Registrant. (Filed as Exhibit 28.16
              to Registrant's FY93 Second Quarter Report on Form 10-Q,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.53  Supplement No. 1, dated October 1, 1983 to Lease Agreement dated
              October 1, 1983 between The Port Authority of New York and New
              Jersey and Registrant. (Filed as Exhibit 28.17 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.54  Supplement No. 2 dated September 1, 1985 to Lease Agreement dated
              October 1, 1983 between The Port Authority of New York and New
              Jersey and Registrant. (Filed as Exhibit 28.18 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.55  Supplement No. 3 dated June 1, 1992 to Lease Agreement dated
              October 1, 1983 between The Port Authority of New York and New
              Jersey and Registrant. (Filed as Exhibit 28.19 to Registrant's
              FY93 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.56  Supplement No. 4 dated March 1, 1993 to Lease Agreement dated
              October 1, 1983 between The Port Authority of New York and New
              Jersey and Registrant. (Filed as Exhibit 10.51 to Registrant's
              FY95 Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.57  Supplement No. 5 dated February 1, 1994 to Lease Agreement dated
              October 1, 1983 between The Port Authority of New York and New
              Jersey and Registrant. (Filed as Exhibit 10.52 to Registrant's
              FY95 Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.58  Amended and Restated Land Lease Agreement dated August 1993
              between Registrant and the Indianapolis Airport Authority. (Filed
              as Exhibit 10.52 to Registrant's FY94 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.59  Indenture dated as of September 1, 1993 between the City of
              Indianapolis, Indiana and NBD Bank, N.A., as Trustee, relating to
              the City of Indianapolis Airport Facility Revenue Refunding Bonds,
              Series 1994, due April 1, 2017. (Filed as Exhibit 10.1 to
              Registrant's FY94 First Quarter Report on Form 10-Q, Commission
              File No. 1-7806, and incorporated herein by reference.)
</TABLE>





                                     E-9
<PAGE>   37
<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>                                                         
       10.60  Loan Agreement between the City of Indianapolis and Registrant.
              (Filed as Exhibit 10.2 to Registrant's FY94 First Quarter Report
              on Form 10-Q, Commission File No. 1-7806, and incorporated herein
              by reference.)

       10.61  Form of Promissory Note to the City of Indianapolis. (Filed as
              Exhibit 10.3 to Registrant's FY94 First Quarter Report on Form
              10-Q, Commission File No. 1-7806, and incorporated herein by
              reference.)

       10.62  Indenture dated as of October 1, 1994 between Indianapolis Airport
              Authority and NBD Bank, N. A., as Trustee, relating to 7.10%
              Special Facilities Revenue Bonds, Series 1994 due January 15,
              2017. (Filed as Exhibit 10.1 to Registrant's FY95 Second Quarter
              Report on Form 10-Q, Commission File No. 1-7806, and incorporated
              herein by reference.)

       10.63  Guaranty dated as of October 1, 1994 from Registrant to NBD Bank,
              N.A. relating to 7.10% Special Facilities Revenue Bonds, Series
              1994 due January 15, 2017. (Filed as Exhibit 10.2 to Registrant's
              FY95 Second Quarter Report on Form 10-Q, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.64  Land and Special Facilities Lease Agreement dated as of October 1,
              1994 between Registrant and the Indianapolis Airport Authority
              relating to 7.10% Special Facilities Revenue Bonds, Series 1994
              due January 15, 2017. (Filed as Exhibit 10.3 to Registrant's FY95
              Second Quarter Report on Form 10-Q, Commission File No. 1-7806,
              and incorporated herein by reference.)

       10.65  Lease Agreement dated October 9, 1994 between the Registrant and
              Subic Bay Metropolitan Authority. (Filed as Exhibit 10.62 to
              Registrant's FY95 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.66  Indenture dated as of April 1, 1996 between AllianceAirport
              Authority, Inc. and The First National Bank of Chicago, as
              Trustee, relating to AllianceAirport Authority, Inc. Special
              Facilities Revenue Bonds, Series 1996 (Federal Express Corporation
              Project) due April 1, 2021. (Filed as Exhibit 10.66 to
              Registrant's FY96 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.67  Guaranty dated as of April 1, 1996 from Registrant to The First
              National Bank of Chicago relating to AllianceAirport Authority,
              Inc. Special Facilities Revenue Bonds, Series 1996 (Federal
              Express Corporation Project) due April 1, 2021. (Filed as Exhibit
              10.67 to Registrant's FY96 Annual Report on Form 10-K, Commission
              File No. 1-7806, and incorporated herein by reference.)

       10.68  Land and Special Facilities Lease Agreement dated as of April 1,
              1996 between Registrant and AllianceAirport Authority, Inc.
              relating to AllianceAirport Authority, Inc. Special Facilities
              Revenue Bonds, Series 1996 (Federal Express Corporation Project)
              due April 1, 2021. (Filed as Exhibit 10.68 to Registrant's FY96
              Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)
</TABLE>




                                     E-10
<PAGE>   38

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>       
       10.69  Assignment and Assumption Agreement dated April 10, 1996 between
              AllianceAirport Authority, Inc. and the City of Fort Worth, Texas
              relating to AllianceAirport Authority, Inc. Special Facilities
              Revenue Bonds, Series 1996 (Federal Express Corporation Project)
              due April 1, 2021. (Filed as Exhibit 10.69 to Registrant's FY96
              Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.70  1980 Stock Incentive Plan and Form of Stock Option Agreement
              pursuant to 1980 Stock Incentive Plan, as amended. (Filed as
              Exhibit 10.59 to Registrant's FY93 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.71  1983 Stock Incentive Plan and Form of Stock Option Agreement
              pursuant to 1983 Stock Incentive Plan, as amended. (Filed as an
              exhibit to Registrant's Registration Statement No. 2-95720 on Form
              S-8 and incorporated herein by reference.)

       10.72  1984 Stock Incentive Plan and Form of Stock Option Agreement
              pursuant to 1984 Stock Incentive Plan, as amended. (Filed as an
              exhibit to Registrant's Registration Statement No. 2-95720 on Form
              S-8 and incorporated herein by reference.)

       10.73  1987 Stock Incentive Plan and Form of Stock Option Agreement
              pursuant to 1987 Stock Incentive Plan, as amended. (Filed as an
              exhibit to Registrant's Registration Statement No. 33-20138 on
              Form S-8 and incorporated herein by reference.)

       10.74  1989 Stock Incentive Plan and Form of Stock Option Agreement
              pursuant to 1989 Stock Incentive Plan, as amended. (Filed as
              Exhibit 10.26 to Registrant's FY90 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.75  1993 Stock Incentive Plan and Form of Stock Option Agreement
              pursuant to 1993 Stock Incentive Plan, as amended. (1993 Stock
              Incentive Plan was filed as Exhibit A to Registrant's FY93
              Definitive Proxy Statement, Commission File No. 1-7806, and
              incorporated herein by reference, and the form of stock option
              agreement was filed as Exhibit 10.61 to Registrant's FY94 Annual
              Report on Form 10-K, Commission File No. 1-7806, and incorporated
              herein by reference.)

       10.76  Amendment to Registrant's 1980, 1983, 1984, 1987 and 1989 Stock
              Incentive Plans. (Filed as Exhibit 10.27 to Registrant's FY90
              Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.77  Amendment to Registrant's 1983, 1984, 1987, 1989 and 1993 Stock
              Incentive Plans. (Filed as Exhibit 10.63 to Registrant's FY94
              Annual Report on Form 10-K, Commission File No. 1-7806, and
              incorporated herein by reference.)

       10.78  1995 Stock Incentive Plan and Form of Stock Option Agreement
              pursuant to 1995 Stock Incentive Plan. (1995 Stock Incentive Plan
              was filed as Exhibit A to Registrant's FY95 Definitive Proxy
              Statement, Commission File No. 1-7806, and incorporated herein by
              reference, and the form of stock option agreement was filed as
              Exhibit 99.2 to Registrant's Registration Statement No. 333-03443
              on Form S-8, and incorporated herein by reference.)
</TABLE>




                                     E-11
<PAGE>   39

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     ------                        ----------------------
       <S>    <C>  
       10.79  Amendment to Registrant's 1980, 1983, 1984, 1987, 1989, 1993 and
              1995 Stock Incentive Plans.

       10.80  1986 Restricted Stock Plan and Form of Restricted Stock Agreement
              pursuant to 1986 Restricted Stock Plan. (Filed as Exhibit 10.28 to
              Registrant's FY90 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.81  1995 Restricted Stock Plan and Form of Restricted Stock Agreement
              pursuant to 1995 Restricted Stock Plan. (1995 Restricted Stock
              Plan filed as Exhibit B to Registrant's FY95 Definitive Proxy
              Statement, Commission File No. 1-7806, and incorporated herein by
              reference, and the Form of Restricted Stock Agreement was filed as
              Exhibit 10.80 to Registrant's FY96 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)

       10.82  1997 Restricted Stock Plan and Form of Restricted Stock Agreement
              pursuant to 1997 Restricted Stock Plan.

       10.83  Registrant's Amended and Restated Retirement Parity Pension Plan.

       10.84  Management Performance Bonus Plan. (Description of the performance
              bonus plan contained in the Definitive Proxy Statement for
              Registrant's 1997 Annual Meeting of Stockholders, under the
              heading "Report on Executive Compensation of the Compensation
              Committee of the Board of Directors" is incorporated herein by
              reference.)

       10.85  Registrant's Retirement Plan for Outside Directors.

       10.86  First Amendment to Registrant's Retirement Plan for Outside
              Directors.

       10.87  Registrant's Amended and Restated Retirement Plan for Outside
              Directors.

       10.88  Long-Term Performance Bonus Plan. (A description of each long-term
              performance bonus plan is contained in the Definitive Proxy
              Statement for Registrant's 1997 Annual Meeting of Stockholders,
              under the heading "Long-Term Incentive Plans Awards in Last Fiscal
              Year" and is incorporated herein by reference.)

       10.89  Amended and Restated Credit Agreement dated May 12, 1995 among
              Registrant and The First National Bank of Chicago, individually
              and as agent, and certain lenders. (Filed as Exhibit 10.77 to
              Registrant's FY95 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.90  Purchase Agreement between AVSA and Registrant for purchase of
              Airbus A300 aircraft. Confidential treatment has been granted for
              confidential commercial and financial information, pursuant to
              Rule 24b-2 under the Securities Exchange Act of 1934. (Filed as
              Exhibit 10.36 to Registrant's FY91 Annual Report on Form 10-K,
              Commission File No. 1-7806, and incorporated herein by reference.)
</TABLE>





                                     E-12
<PAGE>   40


<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                      DESCRIPTION OF EXHIBIT
      ------                      ----------------------

       <S>    <C> 
       10.91  Amendment Nos. 1 through 4 to Purchase Agreement dated July 3,
              1991 between AVSA and the Registrant. Confidential treatment has
              been granted for confidential commercial and financial information
              contained in this exhibit pursuant to Rule 24b-2 under the
              Securities Exchange Act of 1934, as amended. (Filed as Exhibits
              10.1 through 10.5 to Registrant's FY97 Second Quarter Report on
              Form 10-Q, Commission File No. 1-7806, and incorporated herein by
              reference.)

       10.92  Sales Agreement dated April 7, 1995 between Registrant and
              American Airlines, Inc. for the purchase of MD11 aircraft.
              Confidential treatment has been granted for confidential
              commercial and financial information, pursuant to Rule 24b-2 under
              the Securities Exchange Act of 1934. (Filed as Exhibit 10.79 to
              Registrant's FY95 Annual Report on Form 10-K, Commission File No.
              1-7806, and incorporated herein by reference.)

       10.93  Amendment No. 1, dated September 19, 1996, to Sales Agreement
              dated April 7, 1995 between Registrant and American Airlines, Inc.

       10.94  Modification Services Agreement dated September 16, 1996 between
              McDonnell Douglas Corporation and the Registrant. Confidential
              treatment has been granted for confidential commercial and
              financial information contained in this exhibit pursuant to Rule
              24b-2 under the Securities Exchange Act of 1934, as amended.
              (Filed as Exhibit 10.6 to Registrant's FY97 Second Quarter Report
              on Form 10-Q, Commission File No. 1-7806, and incorporated herein
              by reference.)

       11     Statement re Computation of Earnings Per Share.

       12     Statement re Computation of Ratio of Earnings to Fixed Charges.
              (Filed as Exhibit 20.2 to Registrant's Current Report on Form 8-K
              dated June 30, 1997, Commission File No. 1-7806, and incorporated
              herein by reference.)

       13     Registrant's Annual Report to Stockholders for the fiscal year
              ended May 31, 1997.

       21     Subsidiaries of Registrant.

       23     Consent of Independent Public Accountants.

       24     Powers of Attorney.

       27     Financial Data Schedule (for SEC use only)
</TABLE>



                                     E-13