Obligation FedExx 3.875% ( US31428XAT37 ) en USD

FedExx

100 % ▲

Etas-Unis

US31428XAT37 ( en USD )

3.875% par an ( paiement semestriel )

01/08/2042

Prospectus brochure de l'obligation FedEx US31428XAT37 en USD 3.875%, échéance 01/08/2042

1 000 USD

500 000 000 USD

31428XAT3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/08/2025 ( Dans 34 jours )

FedEx est une société multinationale américaine spécialisée dans la livraison express de colis et de fret, offrant une large gamme de services de transport et de logistique à travers le monde.

L'Obligation émise par FedExx ( Etas-Unis ) , en USD, avec le code ISIN US31428XAT37, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/08/2042

L'Obligation émise par FedExx ( Etas-Unis ) , en USD, avec le code ISIN US31428XAT37, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par FedExx ( Etas-Unis ) , en USD, avec le code ISIN US31428XAT37, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-160953
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price
Fee(1)

2.625% Notes due 2022

$500,000,000
99.746%
$498,730,000
$57,154.46
3.875% Notes due 2042

$500,000,000
98.480%
$492,400,000
$56,429.04
Guarantees of 2.625% Notes due 2022

(2)

(2)

(2)

(3)

Guarantees of 3.875% Notes due 2042

(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
$113,583.50.
(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.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated July 31, 2009)

$500,000,000 2.625% Notes due 2022
$500,000,000 3.875% Notes due 2042
We wil pay interest on the 2.625% Notes due 2022 (the "2022 Notes") semi-annual y in arrears on February 1 and
August 1 of each year, commencing February 1, 2013. The 2022 Notes wil bear interest at a rate of 2.625% per year
and wil mature on August 1, 2022.
We wil pay interest on the 3.875% Notes due 2042 (the "2042 Notes" and, collectively with the 2022 Notes, the
"notes") semi-annual y in arrears on February 1 and August 1 of each year, commencing February 1, 2013. The 2042
Notes wil bear interest at a rate of 3.875% per year and wil mature on August 1, 2042.
We may redeem the notes in whole or in part at any time at the redemption prices described under "Description of
the Notes--Optional Redemption." The notes wil 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 wil 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 the repurchase date.
The notes wil be unsecured and wil rank equal y with al of our existing and future unsecured and unsubordinated
indebtedness. The notes wil be ful y and unconditional y guaranteed by our subsidiary guarantors named in this
prospectus supplement. The notes wil 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, 2012 and beginning on page S-6 of this prospectus
supplement.

Per 2022 Note

Total

Per 2042 Note

Total

Public offering price(1)

99.746%

$498,730,000
98.480%

$492,400,000
Underwriting discount

0.650%

$ 3,250,000
0.875%

$ 4,375,000
Proceeds (before expenses) to FedEx
Corporation(1)

99.096%

$495,480,000
97.605%

$488,025,000

(1)
Plus accrued interest, if any, from July 27, 2012, 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 wil be ready for delivery in book-entry form only through the facilities of The Depository
Trust Company on or about July 27, 2012.
Joint Book-Running Managers

OLDMAN
ACHS
O
ORGAN

OF
ERRILL
YNCH
ITIGROUP
IZUHO
ECURITIES

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Co-Managers

BNP PARIBAS
DEUTSCHE BANK SECURITIES

MORGAN STANLEY
RAMIREZ & CO., INC.
RAYMOND JAMES MORGAN KEEGAN

SCOTIABANK
SUNTRUST ROBINSON HUMPHREY
THE WILLIAMS CAPITAL GROUP, L.P.

WELLS FARGO SECURITIES

The date of this prospectus supplement is July 24, 2012.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement and Accompanying Prospectus
S-1

Prospectus Supplement Summary
S-2

Selected Financial Data
S-5

Risk Factors
S-6

Use of Proceeds
S-8

Capitalization
S-8

Ratio of Earnings to Fixed Charges
S-8

Description of the Notes
S-9

Material United States Federal Tax Considerations
S-14
Underwriting
S-18
Legal Matters
S-22
Experts
S-22
Where You Can Find More Information
S-23
Prospectus

About This Prospectus
2

Forward-Looking Statements
3

Where You Can Find More Information
3

About Our Company
5

Risk Factors
6

Ratio of Earnings to Fixed Charges
7

Use of Proceeds
7

Description of Debt Securities and Guarantees
8

Description of Common Stock
17

Plan of Distribution
18

Legal Matters
21

Experts
21

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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 July 31, 2009, 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 supersede the information in the accompanying prospectus.
We 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 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 their respective dates. 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.

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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-certain delivery within one to three business days and serving 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 every business
address in the United States 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. (formerly, FedEx Freight East, Inc.) ("FedEx Freight") is a leading North
American provider of less-than-truckload ("LTL") freight services 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 throughout Canada and Mexico 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. (formerly, FedEx Customer Information Services, 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 an array of document and business
services and retail access to FedEx Express and FedEx Ground shipping services.
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 Web site is www.fedex.com. The information on our Web site is not incorporated by reference in, and
does not form a part of, this prospectus supplement or the accompanying prospectus.

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The Offering

Issuer
FedEx Corporation

Securities Offered
$500,000,000 aggregate principal amount of 2.625% Notes due 2022

$500,000,000 aggregate principal amount of 3.875% Notes due 2042

Maturity
The 2022 Notes will mature on August 1, 2022.

The 2042 Notes will mature on August 1, 2042.

Interest
Interest on the 2022 Notes will accrue at the rate of 2.625% per year, payable
semi-annually in arrears on February 1 and August 1 of each year, commencing
February 1, 2013. Interest on the 2042 Notes will accrue at the rate of 3.875%
per year, payable semi-annually in arrears on February 1 and August 1 of each
year, commencing February 1, 2013.

Optional Redemption
The notes may be redeemed, at our option, in whole or in part at any time at the
redemption prices 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, 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 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.

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.

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Book-Entry Form
The notes will be issued in book-entry form only and will be represented by
global notes deposited with, or on behalf of, The Depository Trust Company
("DTC") and registered in the name of 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.

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,
2012 and beginning on page S-6 of this prospectus supplement.

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SELECTED FINANCIAL DATA
The following table sets forth certain selected consolidated financial and operating data for FedEx as of and for the five fiscal
years ended May 31, 2012. This information should be read in conjunction with the detailed information and the consolidated
financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2012,
which is incorporated by reference herein. See "Where You Can Find More Information" below.

Fiscal Year Ended May 31,

2012(1)
2011(2)
2010
2009(3)
2008(4)

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

Operating Results

Revenues

$ 42,680
$ 39,304
$34,734
$ 35,497
$ 37,953
Operating income

3,186

2,378

1,998

747

2,075
Income before income taxes

3,141

2,265

1,894

677

2,016
Net income

2,032

1,452

1,184

98

1,125
Per Share Data

Earnings per share:

Basic

$
6.44
$
4.61
$ 3.78
$
0.31
$
3.64
Diluted

$
6.41
$
4.57
$ 3.76
$
0.31
$
3.60
Average shares of common stock outstanding

315

315

312

311

309
Average common and common equivalent shares
outstanding

317

317

314

312

312
Cash dividends declared

$
0.52
$
0.48
$ 0.44
$
0.44
$
0.30
Financial Position

Property and equipment, net

$ 17,248
$ 15,543
$14,385
$ 13,417
$ 13,478
Total assets

29,903

27,385

24,902
24,244

25,633
Long-term debt, less current portion

1,250

1,667

1,668

1,930

1,506
Common stockholders' investment

14,727

15,220

13,811
13,626

14,526
Other Operating Data

FedEx Express aircraft fleet

660

688

667

654

677
(1) Results for 2012 include a $134 million ($84 million, net of tax or $0.26 per 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 associated
with the ATA Airlines lawsuit which was initially recorded in the second quarter of 2011.

(2) 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 reserve associated with a legal matter at FedEx Express.

(3) Results for 2009 include a charge of $1.2 billion ($1.1 billion, net of tax, or $3.45 per diluted share) primarily for impairment
charges associated with goodwill and aircraft. Additionally, common stockholders' investment includes an other comprehensive
income charge of $1.2 billion, net of tax, for the funded status of our retirement plans at May 31, 2009.

(4) Results for 2008 include a charge of $891 million ($696 million, net of tax, or $2.23 per diluted share) recorded during the
fourth quarter, predominantly for impairment charges associated with intangible assets from the FedEx Office acquisition.
Additionally, results for 2008 include several acquisitions in fiscal 2007.

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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, 2012, (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 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 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,

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