Obligation Fedex Corp 3.2% ( US31428XBC92 ) en USD

Fedex Corp

107.628 % ⇌

Etats-unis

US31428XBC92 ( en USD )

3.2% par an ( paiement semestriel )

31/01/2025

Prospectus brochure de l'obligation Fedex Corp US31428XBC92 en USD 3.2%, échéance 31/01/2025

2 000 USD

700 000 000 USD

31428XBC9

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/08/2024 ( Dans 99 jours )

L'Obligation émise par Fedex Corp ( Etats-unis ) , en USD, avec le code ISIN US31428XBC92, paye un coupon de 3.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2025

L'Obligation émise par Fedex Corp ( Etats-unis ) , en USD, avec le code ISIN US31428XBC92, 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 US31428XBC92, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2222654z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-183989
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee(1)

2.300% Notes due 2020

$400,000,000

99.819%

$399,276,000

$46,395.87

3.200% Notes due 2025

$700,000,000

99.845%

$698,915,000

$81,213.92

3.900% Notes due 2035

$500,000,000

99.542%

$497,710,000

$57,833.90

4.100% Notes due 2045

$650,000,000

99.432%

$646,308,000

$75,100.99

4.500% Notes due 2065

$250,000,000

99.346%

$248,365,000

$28,860.01

Guarantees of 2.300% Notes due
2020

(2)

(2)

(2)

(3)

Guarantees of 3.200% Notes due
2025

(2)

(2)

(2)

(3)

Guarantees of 3.900% Notes due
2035

(2)

(2)

(2)

(3)

Guarantees of 4.100% Notes due
2045

(2)

(2)

(2)

(3)

Guarantees of 4.500% Notes due
2065

(2)

(2)

(2)

(3)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $289,404.69.
(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 September 19, 2012)
$2,500,000,000
$400,000,000 2.300% Notes due 2020
$700,000,000 3.200% Notes due 2025
$500,000,000 3.900% Notes due 2035
$650,000,000 4.100% Notes due 2045
$250,000,000 4.500% Notes due 2065
http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

We will pay interest on the 2.300% Notes due 2020 (the "2020 Notes") semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2015. The 2020
Notes will bear interest at a rate of 2.300% per year and will mature on February 1, 2020.
We will pay interest on the 3.200% Notes due 2025 (the "2025 Notes") semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2015. The 2025 Notes
will bear interest at a rate of 3.200% per year and will mature on February 1, 2025.
We will pay interest on the 3.900% Notes due 2035 (the "2035 Notes") semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2015. The 2035 Notes
will bear interest at a rate of 3.900% per year and will mature on February 1, 2035.
We will pay interest on the 4.100% Notes due 2045 (the "2045 Notes") semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2015. The 2045 Notes
will bear interest at a rate of 4.100% per year and will mature on February 1, 2045.
We will pay interest on the 4.500% Notes due 2065 (the "2065 Notes" and, collectively with the 2020 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes, the "notes") semi-
annually in arrears on February 1 and August 1 of each year, commencing August 1, 2015. The 2065 Notes will bear interest at a rate of 4.500% per year and will mature on February 1, 2065.
We may redeem the notes in whole or in part at any time at the applicable redemption prices 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 as described in this prospectus supplement, unless we have exercised our right of redemption, 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 redemption date.
If a "tax event" occurs as defined in this prospectus supplement under "Description of the Notes--Tax Event Redemption of the 2065 Notes," we may redeem the 2065 Notes in whole,
but not in part, at our option, at a redemption price equal to 100% of the principal amount of the 2065 Notes being redeemed, plus accrued interest to the redemption 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.
Investing in these notes involves risks that are described in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal
year ended May 31, 2014 and beginning on page S-6 of this prospectus supplement.
Per
Per
Per
Per
Per
2020
2025
2035
2045
2065

Note

Total
Note

Total
Note

Total
Note

Total
Note

Total

Public offering price(1)

99.819% $
399,276,000
99.845% $
698,915,000
99.542% $
497,710,000
99.432% $
646,308,000
99.346% $
248,365,000
Underwriting discount

0.600% $
2,400,000
0.650% $
4,550,000
0.875% $
4,375,000
0.875% $
5,687,500
1.000% $
2,500,000
Proceeds (before expenses) to
FedEx Corporation(1)

99.219% $
396,876,000
99.195% $
694,365,000
98.667% $
493,335,000
98.557% $
640,620,500
98.346% $
245,865,000
(1)
Plus accrued interest, if any, from January 9, 2015, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state 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 form only through the facilities of The Depository Trust Company on or about January 9, 2015.
Joint Book-Running Managers
BofA Merrill Lynch
Citigroup

Morgan Stanley
Goldman, Sachs & Co.
J.P. Morgan
(2045 Notes and 2065 Notes)
(2045 Notes and 2065 Notes)
BNP PARIBAS

Deutsche Bank Securities

Mizuho Securities

Regions Securities LLC
(2020 Notes)
(2020 Notes)
(2025 Notes)
(2035 Notes)
Scotiabank

SunTrust Robinson Humphrey

Wells Fargo Securities
(2025 Notes)
(2035 Notes)
(2045 Notes and 2065 Notes)

Co-Managers

Goldman, Sachs & Co.

J.P. Morgan

BNP PARIBAS

Deutsche Bank Securities
Mizuho Securities
Regions Securities LLC
Scotiabank
SunTrust Robinson Humphrey
Wells Fargo Securities
COMMERZBANK
Drexel Hamilton
Fifth Third Securities
FTN Financial Securities Corp
HSBC
KBC Securities USA
MUFG
PNC Capital Markets LLC
SMBC Nikko
Standard Chartered Bank
US Bancorp
The date of this prospectus supplement is January 6, 2015.
Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement

http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

About This Prospectus Supplement and Accompanying Prospectus
S-1
Prospectus Supplement Summary
S-2
The Offering
S-3
Risk Factors
S-6
Selected Financial Data
S-9
Use of Proceeds
S-10
Capitalization
S-10
Ratio of Earnings to Fixed Charges
S-11
Description of the Notes
S-12
Material United States Federal Income and Estate Tax Considerations
S-18
Underwriting
S-23
Legal Matters
S-28
Experts
S-28
Where You Can Find More Information
S-29
Prospectus

About This Prospectus

2
Forward-Looking Statements

3
Where You Can Find More Information

3
About Our Company

4
Risk Factors

5
Ratio of Earnings to Fixed Charges

5
Use of Proceeds

5
Description of Debt Securities and Guarantees

5
Description of Common Stock

14
Plan of Distribution

15
Legal Matters

17
Experts

18
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 base prospectus dated September 19, 2012, 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 and the accompanying 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 and the documents incorporated by reference is accurate only as of the respective dates
of such information. Our business, financial condition, 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.
S-1
Table of Contents

http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

PROSPECTUS SUPPLEMENT SUMMARY
The following 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 four business segments:
FedEx Express: Federal Express Corporation ("FedEx Express") 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 90% of the world's gross domestic product. The FedEx
Express segment also includes FedEx Trade Networks, Inc., which provides international trade services, specializing in customs brokerage and global
ocean and air freight forwarding, and FedEx SupplyChain Systems, Inc., which offers a range of supply chain solutions.
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 nearly
100% of U.S. residences through its FedEx Home Delivery service. The FedEx Ground segment also includes FedEx SmartPost, Inc., which specializes
in the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages using the U.S. Postal Service for
final delivery to any residential address or PO Box in the United States.
FedEx Freight: FedEx Freight, Inc. ("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 supply chain needs; and FedEx Freight Economy, when time can be traded for cost
savings. The FedEx Freight segment also offers freight delivery service to most points in Canada, Mexico, Puerto Rico and the U.S. Virgin Islands and
includes FedEx Custom Critical, Inc., a leading North American provider of time-specific, critical shipment services.
FedEx Services: FedEx Corporate Services, Inc. ("FedEx Services") provides our other companies with sales, marketing, information technology,
communications and back-office support. The FedEx Services segment also includes FedEx TechConnect, Inc. ("FedEx TechConnect"), which is
responsible for customer service, billings and collections for our U.S. customers and offers technical support services, and 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, 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 and the filings of FedEx Express 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-2
Table of Contents

THE OFFERING
Issuer
FedEx Corporation

Securities Offered
$400,000,000 aggregate principal amount of 2.300% Notes due 2020

$700,000,000 aggregate principal amount of 3.200% Notes due 2025

http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

$500,000,000 aggregate principal amount of 3.900% Notes due 2035

$650,000,000 aggregate principal amount of 4.100% Notes due 2045

$250,000,000 aggregate principal amount of 4.500% Notes due 2065

Maturity
The 2020 Notes will mature on February 1, 2020.

The 2025 Notes will mature on February 1, 2025.

The 2035 Notes will mature on February 1, 2035.

The 2045 Notes will mature on February 1, 2045.

The 2065 Notes will mature on February 1, 2065.

Interest
Interest on the 2020 Notes will accrue at the rate of 2.300% per year, payable semi-annually in arrears on
February 1 and August 1 of each year, commencing August 1, 2015.

Interest on the 2025 Notes will accrue at the rate of 3.200% per year, payable semi-annually in arrears on
February 1 and August 1 of each year, commencing August 1, 2015.

Interest on the 2035 Notes will accrue at the rate of 3.900% per year, payable semi-annually in arrears on
February 1 and August 1 of each year, commencing August 1, 2015.

Interest on the 2045 Notes will accrue at the rate of 4.100% per year, payable semi-annually in arrears on
February 1 and August 1 of each year, commencing August 1, 2015.

Interest on the 2065 Notes will accrue at the rate of 4.500% per year, payable semi-annually in arrears on
February 1 and August 1 of each year, commencing August 1, 2015.

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

S-3
Table of Contents
Tax Event Redemption
If a "tax event" (as defined herein) occurs, the 2065 Notes may be redeemed, at our option, in whole, but
not in part, at a redemption price equal to 100% of the principal amount of the 2065 Notes being redeemed,
plus accrued interest to the redemption date. See "Description of the Notes--Tax Event Redemption of the
2065 Notes."

Change of Control Repurchase Event
If a Change of Control Repurchase Event (as defined herein) occurs, unless we have exercised our right of
redemption, 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 Corporation, FedEx Freight, FedEx Services, FedEx
TechConnect, FedEx Office, Federal Express Europe, Inc., Federal Express Holdings S.A. 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.
http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

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

Use of Proceeds
We intend to use the proceeds of this offering, after deducting underwriting discounts and other expenses
related to this offering, for working capital and general corporate purposes, including funding of the
acquisition of GENCO Distribution System, Inc. ("GENCO"). See "Use of Proceeds" in this prospectus
supplement.

Book-Entry Form
The notes will be issued only in fully registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. The notes of each series 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.

S-4
Table of Contents
Trading
The notes are new issues 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 each series of the notes, but they are not obligated to do so and may discontinue market-making at
any time without notice. See "Underwriting" beginning on page S-23 of this prospectus supplement for more
information about possible market-making by the underwriters.

Risk Factors
Investing in these notes involves risks that are described in the "Risk Factors" section of our Annual Report
on Form 10-K for the fiscal year ended May 31, 2014 and beginning on page S-6 of this prospectus
supplement.

S-5
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 under
the heading "Risk Factors" in "Management's Discussion and Analysis of Results of Operations and Financial Condition" in our Annual Report on
Form 10-K for the fiscal year ended May 31, 2014, (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 into 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 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
http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

creditors, including holders of the notes, to participate in the assets of any subsidiary upon its liquidation or reorganization would be subject to the prior
claims of such subsidiary's creditors, except to the extent that we or a subsidiary guarantor may ourselves be a creditor with recognized claims against
such subsidiary. The notes will be guaranteed 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 direct 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,
S-6
Table of Contents
then the obligations of such subsidiary guarantor under its guarantee could be voided or subordinated to its other debts. If a court voided a guarantee as a
result of a fraudulent conveyance, then the holders of the notes would cease to have a claim against the subsidiary guarantor. To the extent that the
claims of holders of the notes against any subsidiary guarantor were subordinated in favor of other creditors of such subsidiary, such other creditors
would be entitled to be paid in full before any payment could be made on the notes. In this regard, in an attempt to limit the applicability of fraudulent
transfer 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 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, unless 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 such 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 repurchases of
notes. In order to obtain sufficient funds to pay the purchase 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 purchase all outstanding notes or to purchase 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 repayment 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 decide not to rate our securities 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
http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

There are no established trading markets for the notes since they are new issues of securities. We do not intend to apply for the listing of the notes
on a national 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-7
Table of Contents
We may redeem your notes at our option and if a "tax event" occurs, which may adversely affect your return
The notes of any series may be redeemed, at our option, in whole or in part at any time at the applicable redemption prices described under
"Description of the Notes--Optional Redemption." In addition, as described under "Description of the Notes--Tax Event Redemption of the 2065
Notes," if a "tax event" (as defined below) occurs, the 2065 Notes may be redeemed, at our option, in whole, but not in part, at a redemption price equal
to 100% of the principal amount of the 2065 Notes being redeemed, plus accrued interest on the principal amount being redeemed to the redemption
date. We may exercise these redemption rights when prevailing interest rates are relatively low. As a result, should we redeem any notes, you may not
be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes redeemed.
S-8
Table of Contents
SELECTED FINANCIAL DATA
The following table sets forth certain selected consolidated financial and operating data for FedEx as of and for the periods indicated. In the opinion
of management of FedEx, the accompanying unaudited interim consolidated financial information contains all adjustments necessary to present fairly
the consolidated financial position of FedEx as of November 30, 2014 and November 30, 2013 and the consolidated results of its operations for the six-
month periods ended November 30, 2014 and November 30, 2013. Operating results for the six-month period ended November 30, 2014 are not
necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2015 or any other period. This information should be read
in conjunction with the detailed information and the consolidated financial statements and accompanying notes incorporated by reference herein. See
"Where You Can Find More Information" below.
(unaudited)

Six Months Ended

Fiscal Year Ended May 31,

(in millions, except per share
amounts
November 30,
November 30,
and other operating data)

2014

2013

2014

2013(1)

2012(2)

2011(3)

2010

Operating Results

Revenues
$
23,623 $
22,427 $ 45,567 $ 44,287 $ 42,680 $ 39,304 $ 34,734
Operating income

2,000
1,622
3,446
2,551
3,186
2,378
1,998
Income before income taxes
1,908
1,558
3,289
2,455
3,141
2,265
1,894
Net income

1,222
989
2,097
1,561
2,032
1,452
1,184
Per Share Data

Earnings per share:

Basic
$
4.30 $
3.13 $
6.82 $
4.95 $
6.44 $
4.61 $
3.78
Diluted
$
4.24 $
3.10 $
6.75 $
4.91 $
6.41 $
4.57 $
3.76
Average shares of common
stock outstanding

284
316
307
315
315
315
312
Average common and
common equivalent
shares outstanding

288
319
310
317
317
317
314
Cash dividends declared
$
0.60 $
0.45 $
0.60 $
0.56 $
0.52 $
0.48 $
0.44
Financial Position

Property and equipment, net $
19,893 $
19,120 $ 19,550 $ 18,484 $ 17,248 $ 15,543 $ 14,385
Total assets

32,984
33,542
33,070
33,567
29,903
27,385
24,902
Long-term debt, less
current portion

4,735
2,739
4,736
2,739
1,250
1,667
1,668
Common stockholders'
investment

15,563
17,533
15,277
17,398
14,727
15,220
13,811
Other Operating Data

FedEx Express aircraft fleet
666
643
650
647
660
688
667
http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

(1)
Results for 2013 include costs of $560 million ($353 million, net of tax, or $1.11 per diluted share) associated with our business
realignment activities and a $100 million ($63 million, net of tax, or $0.20 per diluted share) impairment charge resulting from
the decision to retire 10 aircraft and related engines at FedEx Express.
(2)
Results for 2012 include a $134 million ($84 million, net of tax, or $0.26 per diluted share) impairment charge resulting from the
decision to retire 24 aircraft and related engines at FedEx Express and the reversal of a $66 million legal reserve initially
recorded in 2011.
(3)
Results for 2011 include charges of approximately $199 million ($104 million, net of tax and applicable variable incentive
compensation impacts, or $0.33 per diluted share) for the combination of our FedEx Freight and FedEx National LTL operations
and a $66 million reserve associated with a legal matter at FedEx Express.
S-9
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds of this offering will be approximately $2,467,391,500, after deducting underwriting discounts and other expenses
related to this offering. We intend to use the net proceeds for working capital and general corporate purposes, including approximately $1.38 billion to
fund the acquisition of GENCO, one of the largest third-party logistics providers in North America. We entered into an agreement to acquire GENCO
on December 15, 2014. This acquisition is expected to be completed in early calendar year 2015, subject to customary closing conditions. The
completion of this offering is not contingent upon the consummation of the acquisition of GENCO. In the event the acquisition of GENCO is not
consummated, we are not obligated to redeem or repurchase the notes.
CAPITALIZATION
The following table sets forth our consolidated capitalization as of November 30, 2014 on an actual basis and on an as adjusted basis to give effect
to this offering (but not the application of proceeds therefrom).

Actual

As Adjusted

(In millions)

Current portion of long-term debt
$
-- $
--
Long-term debt:

2020 Notes offered hereby

--
400
2025 Notes offered hereby

--
700
2035 Notes offered hereby

--
500
2045 Notes offered hereby

--
650
2065 Notes offered hereby

--
250
Other long-term debt, less current portion

4,735
4,735
?
?
?
?
?
?
?
?
Total long-term debt, less current portion
$
4,735 $
7,235
Common stockholders' investment:

Common stock

32
32
Additional paid-in capital

2,618
2,618
Retained earnings

21,480
21,480
Accumulated other comprehensive loss

(3,787)
(3,787)
Treasury stock, at cost

(4,780)
(4,780)
?
?
?
?
?
?
?
?
Total common stockholders' investment
$ 15,563 $
15,563
?
?
?
?
?
?
?
?
Total capitalization(1)
$ 20,298 $
22,798
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
(1)
Other than share repurchases made pursuant to our previously announced share repurchase program, there have been
no material changes to our capitalization since November 30, 2014.
S-10
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

(Unaudited)
Our ratio of earnings to fixed charges for each of the last five fiscal years and for the six-month period ended November 30, 2014 is as follows:

Six Months

Fiscal Year Ended May 31,

Ended
November 30,
2014

2014

2013

2012

2011

2010

4.4

4.0

3.4

4.3

3.1

2.9
Earnings included in the calculation of the ratio of earnings to fixed charges represent income before income taxes plus fixed charges, other than
capitalized interest. Fixed charges include interest expense, including capitalized interest, amortization of debt issuance costs and a portion of rent
expense representative of interest.
S-11
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 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 $400,000,000 aggregate principal amount of our 2.300% Notes due 2020 (the "2020 Notes"), $700,000,000 aggregate principal
amount of our 3.200% Notes due 2025 (the "2025 Notes"), $500,000,000 aggregate principal amount of our 3.900% Notes due 2035 (the "2035
Notes"), $650,000,000 aggregate principal amount of our 4.100% Notes due 2045 (the "2045 Notes") and $250,000,000 aggregate principal amount of
our 4.500% Notes due 2065 (the "2065 Notes" and, collectively with the 2020 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes, the "notes").
The 2020 Notes, the 2025 Notes, the 2035 Notes, the 2045 Notes and the 2065 Notes will mature on February 1, 2020, February 1, 2025, February 1,
2035, February 1, 2045 and February 1, 2065, respectively, and will be issued as separate series under an indenture dated as of August 8, 2006, as
amended and supplemented by supplemental indenture no. 2 dated as of January 16, 2009, supplemental indenture no. 3 dated as of July 27, 2012 and
supplemental indenture no. 4 dated as of April 11, 2013 and as supplemented by supplemental indenture no. 5 dated as of January 9, 2014 and
supplemental indenture no. 6 to be dated as of January 9, 2015, among FedEx, the subsidiary guarantors named below and The Bank of New York
Mellon Trust Company, N.A., as trustee (collectively, the "Indenture"). The securities issued under the Indenture pursuant to supplemental indenture
no. 1 have matured and are no longer outstanding and, consequently, supplemental indenture no. 1 is no longer in effect.
The notes will be our direct unsecured and unsubordinated obligations and will be fully and unconditionally guaranteed by FedEx Express, FedEx
Ground, FedEx Freight Corporation, FedEx Freight, FedEx Services, FedEx TechConnect, FedEx Office, Federal Express Europe, Inc., Federal Express
Holdings S.A. and Federal Express International, Inc. These subsidiaries currently guarantee our obligations under our outstanding unsecured debt
securities, revolving credit facility and letter of 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 direct claim against such subsidiary under the guarantee. See "Description of Debt Securities and Guarantees
--Guarantees" in the accompanying prospectus.
We may redeem each series of the notes in whole or in part at any time at the applicable redemption price described under "--Optional
Redemption" below. We may redeem the 2065 Notes upon the occurrence of a "tax event" (as defined below) at a redemption price equal to 100% of
the principal amount, plus accrued and unpaid interest, as described under "--Tax Event Redemption of the 2065 Notes." We may issue additional notes
of each series from time to time after this offering. The notes of each series and any additional new notes of such series 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
S-12
Table of Contents
http://www.sec.gov/Archives/edgar/data/230211/000104746915000079/a2222654z424b5.htm[1/7/2015 4:25:01 PM]

Document Outline

#1">
- #1">