Obligation FedExCo 4% ( US31428XAY22 ) en USD

FedExCo

100 % ⇌

Etas-Unis

US31428XAY22 ( en USD )

4% par an ( paiement semestriel )

14/01/2024 - Obligation échue

Prospectus brochure de l'obligation Fedex Corp US31428XAY22 en USD 4%, échue

1 000 USD

750 000 000 USD

31428XAY2

N/A

FedEx Corp. est une société américaine de transport express, spécialisée dans la livraison de colis et de fret, offrant une gamme de services incluant le transport express, le fret terrestre, le fret aérien et la logistique.

L'Obligation émise par FedExCo ( Etas-Unis ) , en USD, avec le code ISIN US31428XAY22, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2024

http://www.sec.gov/Archives/edgar/data/230211/000104746914000068/...
424B5 1 a2217876z424b5.htm 424B5
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Table of contents
TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-183989
Calculation of registration fee

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

Registered
Per Unit
Offering Price
Fee(1)

4.000% Notes due 2024
$ 750,000,000
99.828%
$ 748,710,000 $ 96,433.85
4.900% Notes due 2034
$ 500,000,000
99.860%
$ 499,300,000 $ 64,309.84
5.100% Notes due 2044
$ 750,000,000
99.831%
$ 748,732,500 $ 96,436.75
Guarantees of 4.000% Notes
due 2024

(2)
(2)

(2)
(3)
Guarantees of 4.900% Notes
due 2034

(2)
(2)

(2)
(3)
Guarantees of 5.100% Notes
due 2044

(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 $257,180.44.
(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 September 19, 2012)
$2,000,000,000
$750,000,000 4.000% Notes due 2024
$500,000,000 4.900% Notes due 2034
$750,000,000 5.100% Notes due 2044
We will pay interest on the 4.000% Notes due 2024 (the "2024 Notes") semi-annual y in arrears on January 15 and July 15 of
each year, commencing July 15, 2014. The 2024 Notes will bear interest at a rate of 4.000% per year and will mature on
January 15, 2024.
We will pay interest on the 4.900% Notes due 2034 (the "2034 Notes") semi-annual y in arrears on January 15 and July 15 of
each year, commencing July 15, 2014. The 2034 Notes will bear interest at a rate of 4.900% per year and will mature on
January 15, 2034.
We will pay interest on the 5.100% Notes due 2044 (the "2044 Notes" and, col ectively with the 2024 Notes and the 2034
Notes, the "notes") semi-annual y in arrears on January 15 and July 15 of each year, commencing July 15, 2014. The 2044
Notes will bear interest at a rate of 5.100% per year and will mature on January 15, 2044.
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 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 repurchase date.
The notes will be unsecured and will rank equally with all of our existing and future unsecured and unsubordinated
indebtedness. The notes wil be ful y 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, 2013 and beginning on page S-6 of this prospectus supplement.

Per 2024
Per 2034
Per 2044

Note
Total

Note
Total

Note
Total

Public offering
price(1)
99.828% $748,710,000 99.860% $499,300,000 99.831% $748,732,500
Underwriting
discount
0.650% $ 4,875,000 0.875% $ 4,375,000 0.875% $ 6,562,500
Proceeds
(before
expenses) to
FedEx
Corporation(1) 99.178% $743,835,000 98.985% $494,925,000 98.956% $742,170,000

(1) Plus accrued interest, if any, from January 9, 2014, 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.
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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, 2014.
Joint Book-Running Managers
J.P. MORGAN

GOLDMAN, SACHS & CO.
MORGAN STANLEY
BOFA MERRILL LYNCH

CITIGROUP
Co-Managers
BNP PARIBAS

DEUTSCHE BANK SECURITIES

MIZUHO SECURITIES
REGIONS SECURITIES LLC

SCOTIABANK

SUNTRUST ROBINSON HUMPHREY
BNY MELLON CAPITAL MARKETS,
WELLS FARGO SECURITIES
LLC

COMMERZBANK
FIFTH THIRD SECURITIES

FTN FINANCIAL SECURITIES CORP
HSBC
KBC SECURITIES USA

KEYBANC CAPITAL MARKETS

MITSUBISHI UFJ SECURITIES
PNC CAPITAL MARKETS LLC
RAMIREZ & CO., INC.

STANDARD CHARTERED BANK
SMBC NIKKO

THE WILLIAMS CAPITAL GROUP, L.P.
US BANCORP
The date of this prospectus supplement is January 6, 2014.
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Table of contents

Page
Prospectus Supplement
About this prospectus supplement and accompanying prospectus

S-1
Prospectus supplement summary

S-2
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-22
Legal matters
S-27
Experts
S-27
Where you can find more information
S-28
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
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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 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 wil , 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.
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Prospectus supplement summary
The fol owing summary may not contain al the information that may be important to you. You should careful y read this entire
prospectus supplement and the accompanying prospectus, as wel 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
col ectively, operating independently and managed col aboratively, 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 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 every business address in the
United States and Canada, as wel 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 North American provider of less-than-truckload freight
services across al 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 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 supplemen
and the accompanying prospectus. For instructions on how to find copies of our filings and the filings of FedEx Express

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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 ma
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.

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The offering
Issuer
FedEx
Corporation
Securities Offered
$750,000,000 aggregate principal amount of 4.000% Notes due 2024

$500,000,000 aggregate principal amount of 4.900% Notes due 2034

$750,000,000 aggregate principal amount of 5.100% Notes due 2044
Maturity
The 2024 Notes will mature on January 15, 2024.

The 2034 Notes will mature on January 15, 2034.

The 2044 Notes will mature on January 15, 2044.
Interest
Interest on the 2024 Notes will accrue at the rate of 4.000% per year, payable semi-annual y in
arrears on January 15 and July 15 of each year, commencing July 15, 2014. Interest on the
2034 Notes wil accrue at the rate of 4.900% per year, payable semi-annually in arrears on
January 15 and July 15 of each year, commencing July 15, 2014. Interest on the 2044 Notes wi
accrue at the rate of 5.100% per year, payable semi-annually in arrears on January 15 and
July 15 of each year, commencing July 15, 2014.
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 wil not have
the benefit of a sinking fund.
Change of Control
If a Change of Control Repurchase Event (as defined herein) occurs, unless we have exercised
Repurchase Event
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 an
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.

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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 al 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, together with cash on hand, to make payments under
accelerated share repurchase agreements that we have entered into in connection with our
previously announced share repurchase program. See "Use of proceeds" in this prospectus
supplement.
Book-Entry Form
The notes will be issued only in ful y 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 thes
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 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 an
may discontinue market-making at any time without notice. See "Underwriting" beginning on pag
S-22 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, 2013 and beginning on page S-6
of this prospectus supplement.

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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, 2013, (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 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 sel , transfer or otherwise dispose of all of the capital stock or all or substantial y 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 wil 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
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