Obligation Fedex Corp 3.4% ( US31428XBU90 ) en USD

Société émettrice Fedex Corp
Prix sur le marché 103.53 %  ⇌ 
Pays  Etats-unis
Code ISIN  US31428XBU90 ( en USD )
Coupon 3.4% par an ( paiement semestriel )
Echéance 13/01/2022 - Obligation échue



Prospectus brochure de l'obligation Fedex Corp US31428XBU90 en USD 3.4%, échue


Montant Minimal 2 000 USD
Montant de l'émission 500 000 000 USD
Cusip 31428XBU9
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's Baa2 ( Qualité moyenne inférieure )
Description détaillée L'Obligation émise par Fedex Corp ( Etats-unis ) , en USD, avec le code ISIN US31428XBU90, paye un coupon de 3.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/01/2022

L'Obligation émise par Fedex Corp ( Etats-unis ) , en USD, avec le code ISIN US31428XBU90, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Fedex Corp ( Etats-unis ) , en USD, avec le code ISIN US31428XBU90, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226426
CALCULATION OF REGISTRATION FEE








Maximum
Maximum
Title of Each Class of Securities
Amount to be
Offering Price
Aggregate
Amount of
to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)

3.400% Notes due 2022

$500,000,000

99.884%

$499,420,000

$60,529.71

Guarantees of 3.400% Notes due
2022

(2)

(2)

(2)

(3)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
No separate consideration will be received for the guarantees.
(3)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate filing fee is required for the guarantees.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 30, 2018)
$500,000,000
3.400% Notes due 2022
We will pay interest on the 3.400% Notes due 2022 (the "notes") semi-annually in arrears on January 14 and July 14 of each year, commencing
July 14, 2019. The notes will bear interest at a rate of 3.400% per year and will mature on January 14, 2022, unless previously redeemed or repurchased
as described below.
We may redeem the notes in whole or in part at any time at the applicable redemption price described under "Description of the Notes--Optional
Redemption." The notes will not have the benefit of a sinking fund. If a change of control repurchase event occurs with respect to the notes as described
in this prospectus supplement, except to the extent we have exercised our right to redeem the notes, we will be required to offer to repurchase the notes
at a repurchase price equal to 101% of the principal amount of the notes plus accrued interest to, but not including, the repurchase date.
The notes will be unsecured and will rank equally with all of our existing and future unsecured and unsubordinated indebtedness. The notes will
be fully and unconditionally guaranteed by our subsidiary guarantors named in this prospectus supplement. The notes will be issued in denominations
of $2,000 and integral multiples of $1,000 in excess thereof.
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Investing in these notes involves risks that are described in the "Risk Factors" sections of our Annual Report
on Form 10-K for the fiscal year ended May 31, 2018, our Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 2018, our Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2018 and
beginning on page S-4 of this prospectus supplement.





Per note

Total

Public offering price(1)

99.884%

$499,420,000

Underwriting discount

0.300%

$1,500,000

Proceeds (before expenses) to FedEx Corporation(1)

99.584%

$497,920,000

(1)
Plus accrued interest, if any, from January 16, 2019, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of the notes or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
We expect that the notes will be ready for delivery in book-entry-only form through the facilities of The Depository Trust Company on or about
January 16, 2019.
We are also offering, by means of a separate prospectus supplement, 640,000,000 of 0.700% notes due 2022. Neither offering is subject to
completion of the other.
Joint Book-Running Managers
BNP PARIBAS

Citigroup
Deutsche Bank Securities
ING
Wells Fargo Securities
Co-Managers
BofA Merrill Lynch
Goldman Sachs & Co. LLC
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
Regions Securities LLC
Scotiabank

SunTrust Robinson Humphrey

The date of this prospectus supplement is January 14, 2019.
Table of Contents
TABLE OF CONTENTS


Page

Prospectus Supplement


About This Prospectus Supplement and Accompanying Prospectus
S-ii
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-6
Capitalization
S-7
Description of the Notes
S-8
Material United States Federal Income and Estate Tax Considerations
S-13
Underwriting
S-17
Legal Matters
S-22
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Experts
S-22
Where You Can Find More Information
S-22

Prospectus

About This Prospectus

1
Forward-Looking Statements

1
Where You Can Find More Information

2
About Our Company

2
Risk Factors

3
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of Debt Securities and Guarantees

4
Description of Common Stock

14
Plan of Distribution

15
Legal Matters

17
Experts

17
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS
This document consists of two parts. The first part is this prospectus supplement, which contains the specific terms of this offering of notes. The
second part is the accompanying prospectus dated July 30, 2018, which provides more general information about securities we may offer from time to
time, some of which may not apply to this offering. This prospectus supplement and the information incorporated by reference in this prospectus
supplement also adds to, updates and, where applicable, modifies and supersedes information contained or incorporated by reference in the
accompanying prospectus. If information in this prospectus supplement or the information incorporated by reference in this prospectus supplement is
inconsistent with the accompanying prospectus or the information incorporated by reference therein, then this prospectus supplement or the information
incorporated by reference in this prospectus supplement will apply and will, to the extent inconsistent therewith, supersede the information in the
accompanying prospectus.
We and the underwriters have not authorized any person to provide you with information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus. We and the underwriters take
no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not, and the
underwriters are not, making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference and any
related free writing prospectus is accurate only as of the respective dates of such information. Our business, financial condition, liquidity,
results of operations and prospects may have changed since those dates.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our" and "FedEx" are to FedEx Corporation.
Notice to Prospective Investors in the European Economic Area
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus
Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering
or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the
accompanying prospectus have been prepared on the basis that any offer of notes in any member state of the EEA will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Neither this prospectus supplement nor the
accompanying prospectus is a prospectus for the purposes of the Prospectus Directive.
S-ii
Table of Contents
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SUMMARY
The following summary highlights selected information about FedEx and this offering. This summary may not contain all the information that may
be important to you. You should carefully read this entire prospectus supplement and the accompanying prospectus, as well as the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision.
FedEx Corporation
FedEx provides a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating
independently and managed collaboratively, under the respected FedEx brand. These companies are included in the following reportable business
segments:
FedEx Express: Federal Express Corporation ("FedEx Express"), including TNT Express B.V., is the world's largest express transportation
company, offering time-definite delivery to more than 220 countries and territories, connecting markets that comprise more than 99% of the world's
gross domestic product.
FedEx Ground: FedEx Ground Package System, Inc. ("FedEx Ground") is a leading North American provider of small-package ground delivery
services. FedEx Ground provides low-cost, day-certain service to any business address in the U.S. and Canada, as well as residential delivery to 100%
of U.S. residences through its FedEx Home Delivery service. FedEx SmartPost is a FedEx Ground service that specializes in the consolidation and
delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages primarily using the U.S. Postal Service for final delivery to
residences.
FedEx Freight: FedEx Freight Corporation ("FedEx Freight") is a leading U.S. provider of less-than-truckload freight services across all lengths
of haul, offering: FedEx Freight Priority, when speed is critical to meet a customer's supply chain needs; and FedEx Freight Economy, when a customer
can trade time for cost savings. FedEx Freight also offers freight delivery service to most points in Canada, Mexico, Puerto Rico and the U.S. Virgin
Islands.
FedEx Services: FedEx Corporate Services, Inc. ("FedEx Services") provides sales, marketing, information technology, communications,
customer service, technical support, billing and collection services, and certain back-office functions that support FedEx Express, FedEx Ground and
FedEx Freight. The FedEx Services segment includes FedEx Office and Print Services, Inc. ("FedEx Office"), which provides document and business
services and retail access to our package transportation businesses.
For a description of our business, financial condition, liquidity, results of operations and other important information regarding us, see our filings
with the Securities and Exchange Commission (the "SEC") incorporated by reference in this prospectus supplement and the accompanying prospectus.
For instructions on how to find copies of our filings incorporated by reference in this prospectus supplement and the accompanying prospectus, see
"Where You Can Find More Information" below.
The mailing address of our principal executive offices is 942 South Shady Grove Road, Memphis, Tennessee 38120. Our main telephone number
is (901) 818-7500.
The address of our website is www.fedex.com. The information on our website is not incorporated by reference in, and does not form a part of, this
prospectus supplement or the accompanying prospectus.
S-1
Table of Contents
The Offering
Issuer

FedEx Corporation

Securities Offered
$500,000,000 aggregate principal amount of 3.400% Notes due 2022.

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Maturity
The notes will mature on January 14, 2022, subject to "--Optional
Redemption" and "--Change of Control Repurchase Event" below.

Interest
Interest on the notes will accrue at the rate of 3.400% per year, payable semi-
annually in arrears on January 14 and July 14 of each year, commencing
July 14, 2019.

Optional Redemption
The notes may be redeemed, at our option, in whole or in part at any time at
the applicable redemption price described under "Description of the Notes--
Optional Redemption." The notes will not have the benefit of a sinking fund.

Change of Control Repurchase Event
If a Change of Control Repurchase Event (as defined herein) occurs with
respect to the notes, except to the extent we have exercised our right to
redeem the notes, we will be required to offer to repurchase the notes at a
repurchase price equal to 101% of the principal amount of the notes plus
accrued interest to, but not including, the repurchase date. See "Description of
the Notes--Change of Control Repurchase Event."

Ranking
The notes will be unsecured and will rank equally with all of our existing and
future unsecured and unsubordinated indebtedness.

Subsidiary Guarantors
FedEx Express, FedEx Ground, FedEx Freight, FedEx Freight, Inc., FedEx
Services, FedEx Office, Federal Express Europe, Inc., Federal Express
Holdings S.A., LLC and Federal Express International, Inc.

Guarantees
The subsidiary guarantors will fully and unconditionally guarantee payment
of principal of and premium, if any, and interest on the notes. The guarantees
will rank equally with all other existing and future unsecured and
unsubordinated obligations of the subsidiary guarantors.

Further Issues
We may issue additional notes from time to time after this offering without
the consent of holders of notes.

Use of Proceeds
We estimate that the net proceeds of this offering will be approximately
$496,950,000, after deducting the underwriting discount and other expenses
related to this offering. The net proceeds from this offering will be used for
general corporate purposes. See "Use of Proceeds."
S-2
Table of Contents
Book-Entry Form

The notes will be issued in fully registered, book-entry-only form without
coupons in denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000. The notes will be represented by one or more permanent
global notes registered in the name of The Depository Trust Company
("DTC") or its nominee. Beneficial interests in any of the notes will be
shown on, and transfers will be effected only through, records maintained by
DTC or its nominee, and these beneficial interests may not be exchanged for
certificated notes, except in limited circumstances. See "Description of Debt
Securities and Guarantees--Book-Entry Procedures" in the accompanying
prospectus.

Trading
The notes are a new issue of securities with no established trading market.
We do not intend to apply for listing of the notes on any securities exchange.
The underwriters have advised us that they intend to make a market in the
notes, but they are not obligated to do so and may discontinue market-making
with respect to the notes at any time without notice. See "Underwriting" in
this prospectus supplement for more information about possible market-
making by the underwriters.
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Risk Factors
Investing in the notes involves risks that are described in the "Risk Factors"
sections of our Annual Report on Form 10-K for the fiscal year ended
May 31, 2018, our Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 2018, our Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 2018 and beginning on page S-4 of this
prospectus supplement.

Other Offering
We are also offering, by means of a separate prospectus supplement,
640,000,000 of 0.700% notes due 2022. Neither offering is subject to
completion of the other.
S-3
Table of Contents
RISK FACTORS
Investing in the notes involves risks. In connection with any investment in the notes, you should consider carefully (i) the factors identified in the
"Risk Factors" sections of our Annual Report on Form 10-K for the fiscal year ended May 31, 2018, our Quarterly Report on Form 10-Q for the
quarterly period ended August 31, 2018 and our Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2018, (ii) the factors set
forth below related to the notes, and (iii) the other information set forth elsewhere in this prospectus supplement, the accompanying prospectus and in
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
The Indenture does not limit the amount of indebtedness that we may incur
The Indenture under which we will issue the notes and guarantees does not limit the amount of secured or unsecured indebtedness that we or our
subsidiaries may incur. In addition, other than the provisions relating to a Change of Control Repurchase Event, the Indenture, which is described below
under "Description of the Notes," also does not contain any debt covenants or provisions that afford holders of the notes protection in the event we
participate in a highly leveraged or similar transaction.
We depend upon our subsidiaries to service our debt
We are a holding company and derive all of our operating income from our subsidiaries. Our only source of cash to pay principal of and premium,
if any, and interest on the notes is from dividends and other payments from our subsidiaries. Our subsidiaries' ability to make such payments may be
restricted by, among other things, applicable state and foreign corporate laws and other laws and regulations. In addition, our right and the rights of our
creditors, including holders of the notes, to participate in the assets of any non-guarantor subsidiary upon its liquidation or reorganization would be
subject to the prior claims of such non-guarantor subsidiary's creditors, except to the extent that we or a subsidiary guarantor may ourselves be a creditor
with recognized claims against such non-guarantor subsidiary. The notes will be guaranteed only by certain subsidiary guarantors. See "Description of
the Notes--General." If our subsidiaries do not provide us with enough cash to make payments on the notes when due, you may have to proceed
directly against the subsidiary guarantors.
The guarantees may be limited in duration
If we sell, transfer or otherwise dispose of all of the capital stock or all or substantially all of the assets of a subsidiary guarantor to any person that
is not an affiliate of FedEx, the guarantee of that subsidiary will terminate and holders of the notes will no longer have a claim against such subsidiary
under the guarantee. See "Description of Debt Securities and Guarantees--Merger, Consolidation and Sale of Assets" in the accompanying prospectus.
The guarantees may be challenged as fraudulent conveyances
Federal, state and foreign bankruptcy, fraudulent conveyance, fraudulent transfer or similar laws could limit the enforceability of a guarantee. For
example, creditors of a subsidiary guarantor could claim that, since the guarantees were incurred for the benefit of FedEx (and only indirectly for the
benefit of a subsidiary guarantor), the obligation of a subsidiary guarantor was incurred for less than reasonably equivalent value or fair consideration.
If any of our subsidiary guarantors is deemed to have received less than reasonably equivalent value or fair consideration for its guarantee and, at the
time it gave the guarantee, that subsidiary guarantor:
·
was insolvent or rendered insolvent by giving its guarantee;
·
was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or
·
intended to incur debts beyond its ability to pay such debts as they mature,
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S-4
Table of Contents
then the obligations of such subsidiary guarantor under its guarantee could be voided. If a court voided a guarantee as a result of a fraudulent transfer or
conveyance, then the holders of the notes would cease to have a claim against the subsidiary guarantor. In this regard, in an attempt to limit the
applicability of fraudulent transfer or conveyance laws, the Indenture limits the amount of each guarantee to the amount that will result in it not
constituting a fraudulent transfer or conveyance. However, we cannot assure you as to what standard a court would apply in making a determination
regarding whether reasonably equivalent value or fair consideration was received or as to what would be the maximum liability of each guarantor or
whether this limitation would be effective in protecting a guarantee from being voided under fraudulent transfer or conveyance laws.
We may not be able to repurchase the notes upon a Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event with respect to the notes, except to the extent we have exercised our right to redeem
the notes, we will be required to make an offer to each holder of the notes to repurchase all or any part of that holder's notes at a repurchase price in
cash equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued and unpaid interest on the notes repurchased to, but not
including, the repurchase date.
It is possible that we will not have sufficient funds at the time of any Change of Control Repurchase Event to make the required repurchase of the
notes. In order to obtain sufficient funds to pay the repurchase price of the outstanding notes, we may need to refinance the notes. We cannot assure you
that we would be able to refinance the notes on reasonable terms, or at all. Our failure to offer to repurchase all outstanding notes or to repurchase all
validly tendered notes would be an event of default under the Indenture for the notes. Such an event of default may cause the acceleration of our other
debt. In addition, the terms of our other debt agreements or applicable law may limit our ability to repurchase the notes for cash. Our future debt also
may contain restrictions on repurchase requirements with respect to specified events or transactions that constitute a change of control under the
Indenture.
Ratings of the notes could be lowered in the future
We expect that the notes will be rated "investment grade" by one or more nationally recognized statistical rating organizations. A rating is not a
recommendation to purchase, hold or sell the notes, since a rating does not predict the market price of a particular security or its suitability for a
particular investor. A rating organization may lower our rating, or change our ratings' outlook, or decide not to rate our securities, temporarily or
permanently, in its sole discretion. The rating of the notes will be based primarily on the rating organization's assessment of the likelihood of timely
payment of interest when due on the notes and the ultimate payment of principal of the notes on the final maturity date. The reduction, suspension or
withdrawal of the ratings of the notes will not, in and of itself, constitute an event of default under the Indenture.
An active trading market for the notes may not develop or continue
There are no established trading markets for the notes since they are a new issue of securities. We do not intend to apply for the listing of the notes
on any securities exchange. We cannot assure you as to the liquidity of the public markets for the notes or that any active public markets for the notes
will develop or continue. If active public markets do not develop or continue, the market prices and liquidity of the notes may be adversely affected.
S-5
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds of this offering will be approximately $496,950,000, after deducting the underwriting discount and other
expenses related to this offering. The net proceeds from this offering will be used for general corporate purposes.
S-6
Table of Contents
CAPITALIZATION
The following table sets forth our consolidated capitalization as of November 30, 2018 on an actual basis and on an as adjusted basis to give effect
to this offering. See "Use of Proceeds." This table does not give effect to the concurrent offering of euro-denominated notes, the proceeds of which are
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expected to be used to repay our Floating Rate Notes due 2019. You should read this table in conjunction with our consolidated financial statements
and the notes thereto incorporated by reference from our Annual Report on Form 10-K for the year ended May 31, 2018 and our unaudited condensed
consolidated financial statements and the notes thereto incorporated by reference from our Quarterly Report on Form 10-Q for the three and six-month
periods ended November 30, 2018.
As of


November 30, 2018



Actual

As Adjusted



(In millions)

Short-term borrowings
$
250 $
250
Current portion of long-term debt

642
642
Long-term debt:



Notes offered hereby

--
500
Other long-term debt, less current portion

16,399
16,399
?
?
?
?
?
?
?
?
Total long-term debt, less current portion
$ 16,399 $
16,899
Common stockholders' investment:



Common stock

32
32
Additional paid-in capital

3,185
3,185
Retained earnings

26,080
26,080
Accumulated other comprehensive loss

(817)
(817)
Treasury stock, at cost

(9,186)
(9,186)
?
?
?
?
?
?
?
?
Total common stockholders' investment
$ 19,294 $
19,294
?
?
?
?
?
?
?
?
Total capitalization
$ 36,585 $
37,085
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
S-7
Table of Contents
DESCRIPTION OF THE NOTES
The following, along with the additional information contained under "Description of Debt Securities and Guarantees" in the accompanying
prospectus, is a summary of the material provisions of the Indenture referred to below, the notes and the guarantees. Because this is a summary, it may
not contain all the information that may be important to you. For further information, you should read the Indenture, a copy of which is available from
us on request at the address specified in "Where You Can Find More Information" below. This summary is subject to, and qualified in its entirety by
reference to, all of the provisions of the Indenture, including definitions of certain terms used in it. If any of the information set forth below is
inconsistent with information in the accompanying prospectus, the information set forth below, to the extent inconsistent therewith, replaces and
supersedes the information in the accompanying prospectus. If we use a term that is not defined in this prospectus supplement, you should refer to the
definition that is provided in the accompanying prospectus.
General
We are offering $500,000,000 aggregate principal amount of our 3.400% Notes due 2022 (the "notes"). The notes will mature on January 14, 2022,
subject to "--Optional Redemption" and "--Change of Control Repurchase Event," and will be issued under the indenture dated as of October 23, 2015,
as supplemented by supplemental indenture no. 7 to be dated as of January 16, 2019, among FedEx, the subsidiary guarantors named below and Wells
Fargo Bank, National Association, as trustee (collectively, the "Indenture").
The notes will be our general unsecured obligations and will rank equally with all our other unsecured and unsubordinated indebtedness. The notes
will be fully and unconditionally guaranteed by Federal Express Corporation, FedEx Ground Package System, Inc., FedEx Freight Corporation,
FedEx Freight, Inc., FedEx Corporate Services, Inc., FedEx Office and Print Services, Inc., Federal Express Europe, Inc., Federal Express
Holdings S.A., LLC and Federal Express International, Inc. These subsidiaries currently guarantee our obligations under our outstanding unsecured debt
securities and revolving credit facility. If we sell, transfer or otherwise dispose of all of the capital stock or all or substantially all of the assets of a
subsidiary guarantor to any person that is not an affiliate of FedEx, the guarantee of that subsidiary will automatically terminate and holders of the notes
will no longer have a claim against such subsidiary under the guarantee. See "Description of Debt Securities and Guarantees--Guarantees" in the
accompanying prospectus.
We may redeem the notes in whole or in part at any time at the redemption price described under "--Optional Redemption" below. We may issue
additional notes from time to time after this offering. The notes and any additional new notes subsequently issued under the Indenture would be treated
as a single series for all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions. If the additional notes, if
any, are not fungible with the notes offered hereby for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number. The
notes will not have the benefit of a sinking fund. If a Change of Control Repurchase Event (as defined below) with respect to the notes occurs, except to
the extent we have exercised our right to redeem the notes, we will be required to offer to repurchase the notes, as described under "--Change of
Control Repurchase Event" below.
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The Indenture does not limit the aggregate amount of debt securities which may be issued under the Indenture. Other than the provisions relating to
a Change of Control Repurchase Event, the Indenture does not contain any debt covenants or provisions which would afford the holders of the notes
protection in the event of a highly leveraged or similar transaction.
The trustee will not be liable for special, indirect, exemplary, incidental, punitive or consequential or other similar loss or damage of any kind
under the Indenture. We and the trustee, and each holder of a note by its acceptance thereof, irrevocably waives, to the fullest extent permitted by
applicable law,
S-8
Table of Contents
any and all right to trial by jury in any legal proceeding arising out of or relating to the Indenture, the notes or any transaction contemplated thereby.
The notes will be issued in fully registered, book-entry-only form without coupons in denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000. The notes will be represented by one or more permanent global notes registered in the name of DTC or its nominee, as described
under "Description of Debt Securities and Guarantees--Book-Entry Procedures" in the accompanying prospectus.
Interest
The notes will bear interest at the rate of 3.400% per year. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day
months. Interest on the notes will be payable semi-annually in arrears on January 14 and July 14, commencing July 14, 2019, and ending on the
maturity date, to the persons in whose names the notes are registered on the preceding December 29 and June 29 (whether or not that date is a business
day), respectively.
If any interest payment date, the maturity date, any redemption date or any repurchase date of the notes falls on a day that is not a business day, the
related payment of principal and/or interest will be made on the next business day as if it were made on the date such payment was due, and no interest
will accrue on the amounts so payable for the period from and after such date to the next business day.
Optional Redemption
At our option, we may redeem the notes, in whole or in part, at any time, on at least 10 days', but no more than 60 days', prior written notice mailed
(or otherwise delivered in accordance with the applicable procedures of DTC) to the registered holders of the notes to be redeemed. Upon redemption
of the notes, we will pay a redemption price as calculated by a Reference Treasury Dealer selected by us equal to the greater of:
(1) 100% of the principal amount of the notes to be redeemed; and
(2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (not including
any portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis, assuming
a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate described below plus 15 basis points,
in each case, plus accrued and unpaid interest to the date of redemption on the principal amount of the notes being redeemed.
"Adjusted Treasury Rate" means, with respect to any date of redemption, the rate per year equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that date of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by a Reference Treasury Dealer selected by us as having a
maturity comparable to the remaining term of the notes that would be used, at the time of selection and under customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means, with respect to any date of redemption, the average of the Reference Treasury Dealer Quotations for the date
of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or if we are provided fewer than three Reference Treasury
Dealer Quotations, the average of all Reference Treasury Dealer Quotations.
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"Reference Treasury Dealer" means each of (i) BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and
Wells Fargo Securities, LLC and their respective successors; and (ii) any other primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer") we select. If any of the foregoing ceases to be a Primary Treasury Dealer, we must substitute another Primary Treasury
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Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date of redemption, the average of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by the
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day before the date of redemption.
Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the notes or portions of
the notes called for redemption.
Change of Control Repurchase Event
If a Change of Control Repurchase Event with respect to the notes occurs, except to the extent we have exercised our right to redeem the notes as
described above, we will make an offer to each holder of the notes to repurchase all or any part (in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof) of that holder's notes at a repurchase price (the "repurchase price") in cash equal to 101% of the aggregate
principal amount of the notes repurchased plus any accrued and unpaid interest on the notes repurchased to, but not including, the repurchase date.
Within 30 days following a Change of Control Repurchase Event or, at our option, prior to a Change of Control, but after the public announcement of
such Change of Control, we will mail, or cause to be mailed, or otherwise deliver in accordance with the applicable procedures of DTC, a notice to each
holder of the notes, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the Change of Control
Repurchase Event and offering to repurchase the notes on the payment date specified in the notice (such offer, the "repurchase offer" and such date, the
"repurchase date"), which repurchase date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the
procedures described in such notice. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the
repurchase offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the repurchase date.
We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other
securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a
Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control
Repurchase Event provisions of the notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached
our obligations under the Change of Control Repurchase Event provisions of the notes by virtue of such conflict.
On the repurchase date following a Change of Control Repurchase Event, we will, to the extent lawful:
(1) accept for payment all notes or portions of notes properly tendered pursuant to the repurchase offer;
(2) deposit with the trustee or with such paying agent as the trustee may designate an amount equal to the aggregate repurchase price for
all notes or portions of notes properly tendered; and
(3) deliver, or cause to be delivered, to the trustee the notes properly accepted for payment by us, together with an officers' certificate
stating the aggregate principal amount of notes being
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repurchased by us pursuant to the repurchase offer and, to the extent applicable, an executed new note or notes evidencing any unrepurchased
portion of any note or notes surrendered for which the trustee shall be required to authenticate and deliver a new note or notes as provided
below.
The trustee will promptly mail, or cause the paying agent to promptly mail, or otherwise deliver in accordance with the applicable procedures of
DTC, to each holder of notes, or portions of notes, properly tendered and accepted for payment by us the repurchase price for such notes, or portions of
notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note duly executed by us
equal in principal amount to any unrepurchased portion of any notes surrendered, as applicable; provided that each new note will be in a principal
amount equal to $2,000 or any integral multiple of $1,000 in excess thereof.
We will not be required to make a repurchase offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner,
at the times and otherwise in compliance with the requirements for such an offer made by FedEx and such third party purchases all notes or portions of
notes properly tendered and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"Below Investment Grade Ratings Event" means, with respect to the notes, on any day within the 60-day period (which period shall be extended so
long as the rating of the notes is under publicly announced consideration for a possible downgrade by any Rating Agency) after the earlier of (1) the
occurrence of a Change of Control, or (2) public announcement of the occurrence of a Change of Control or our intention to effect a Change of Control,
the notes are rated below Investment Grade by each and every Rating Agency. Notwithstanding the foregoing, a Below Investment Grade Ratings Event
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