Obligation FedExx 5.25% ( US31428XCA28 ) en USD

FedExx

84.01 % ▼

Etas-Unis

US31428XCA28 ( en USD )

5.25% par an ( paiement semestriel )

14/05/2050

Prospectus brochure de l'obligation FedEx US31428XCA28 en USD 5.25%, échéance 14/05/2050

2 000 USD

1 250 000 000 USD

31428XCA2

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/11/2025 ( Dans 140 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 US31428XCA28, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2050

L'Obligation émise par FedExx ( Etas-Unis ) , en USD, avec le code ISIN US31428XCA28, 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 US31428XCA28, 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 Statement No. 333-226426
CALCULATION OF REGISTRATION FEE

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

Registered

Unit

Price

Registration Fee(1)

3.800% Notes due 2025

$1,000,000,000

99.724%

$ 997,240,000

$129,441.75

Guarantees of 3.800% Notes due
2025

(2)

(2)

(2)

(3)

4.250% Notes due 2030

$ 750,000,000

99.758%

$ 748,185,000

$ 97,114.41

Guarantees of 4.250% Notes due
2030

(2)

(2)

(2)

(3)

5.250% Notes due 2050

$1,250,000,000

99.050%

$1,238,125,000

$160,708.63

Guarantees of 5.250% Notes due
2050

(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)
$3,000,000,000
$1,000,000,000 3.800% Notes due 2025
$750,000,000 4.250% Notes due 2030
$1,250,000,000 5.250% Notes due 2050
We will pay interest on the 3.800% Notes due 2025 (the "2025 Notes") semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2020. The 2025
Notes will bear interest at a rate of 3.800% per year and will mature on May 15, 2025, unless previously redeemed as described below.
We will pay interest on the 4.250% Notes due 2030 (the "2030 Notes") semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2020. The 2030
Notes will bear interest at a rate of 4.250% per year and will mature on May 15, 2030, unless previously redeemed as described below.
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We will pay interest on the 5.250% Notes due 2050 (the "2050 Notes" and together with the 2025 Notes and the 2030 Notes, the "notes") semi-annually in arrears on May 15 and
November 15 of each year, commencing November 15, 2020. The 2050 Notes will bear interest at a rate of 5.250% per year and will mature on May 15, 2050, unless previously redeemed as
described below.
We may redeem a series of 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 with respect to a series of notes as described in this prospectus supplement, except to the extent we have
exercised our right to redeem such notes, we will be required to offer to each holder of the notes of such series to repurchase all or any part of that holder's notes at a repurchase price in cash
equal to 101% of the principal amount of such notes repurchased plus any accrued and unpaid interest on such notes repurchased 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.
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, 2019, our Quarterly Reports on Form 10-Q for the fiscal quarters ended August 31, 2019, November 30, 2019 and
February 29, 2020 and beginning on page S-7 of this prospectus supplement.

Per 2025 Note

Total

Per 2030 Note

Total

Per 2050 Note

Total

Public offering price(1)

99.724%

$997,240,000

99.758%

$748,185,000

99.050%

$1,238,125,000

Underwriting discount

0.600%

$6,000,000

0.650%

$4,875,000

0.875%

$10,937,500

Proceeds (before expenses) to FedEx
Corporation(1)

99.124%

$991,240,000

99.108%

$743,310,000

98.175%

$1,227,187,500

(1)
Plus accrued interest, if any, from April 7, 2020, 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 April 7, 2020.
Joint Book-Running Managers
BofA Securities

Goldman Sachs & Co. LLC

J.P. Morgan
Wells Fargo Securities
Citigroup

Morgan Stanley

Scotiabank
Co-Managers
BNP PARIBAS

Deutsche Bank Securities

HSBC

ING

Mizuho Securities
Regions Securities LLC
SunTrust Robinson Humphrey

FHN Financial Securities Corp.
KBC Securities USA
MUFG
PNC Capital Markets LLC

Siebert Williams Shank
SMBC Nikko
Standard Chartered Bank
US Bancorp

The date of this prospectus supplement is April 3, 2020.
Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement

About This Prospectus Supplement and Accompanying Prospectus
S-ii
Summary
S-1
The Offering
S-4
Risk Factors
S-7
Use of Proceeds
S-9
Capitalization
S-10
Description of the Notes
S-11
Material United States Federal Income and Estate Tax Considerations
S-17
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Underwriting (Conflicts of Interest)
S-21
Legal Matters
S-26
Experts
S-26
Where You Can Find More Information
S-26

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
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 and the United Kingdom
The notes are not intended to be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the
United Kingdom ("UK"). 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 (EU) 2016/97 (as amended, the
"Insurance Distribution 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 Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). 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 or in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to
any retail investor in the EEA or in the UK 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 or in the UK will be made pursuant to an exemption
under the Prospectus Regulation 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 Regulation.
Forward-Looking Statements
Certain statements in this prospectus supplement are "forward-looking" statements within the meaning of Section 27A of the Securities Act of
1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to our financial condition,
results of operations, cash flows, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed
by or that include the words "will," "may," "could,"
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S-ii
Table of Contents
"would," "should," "believes," "expects," "anticipates," "plans," "estimates," "targets," "projects," "intends" or similar expressions. These forward-
looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such
forward-looking statements, such as statements relating to management's views with respect to future events and financial performance and underlying
assumptions. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially
from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but
are not limited to, economic conditions in the global markets in which we operate; anti-trade measures and additional changes in international trade
policies and relations; a significant data breach or other disruption to our technology infrastructure; our ability to successfully integrate the businesses
and operations of Federal Express Corporation and TNT Express B.V. in the expected time frame and at the expected cost and to achieve the expected
benefits from the combined businesses; our ability to successfully implement our business strategy, effectively respond to changes in market dynamics
and achieve the anticipated benefits and associated cost savings of such strategies and actions; widespread outbreak of an illness or any other
communicable disease, or any other public health crisis, including the coronavirus pandemic; the impact of the United Kingdom's withdrawal from the
European Union; our ability to match capacity to shifting volume levels; changes in fuel prices or currency exchange rates; the impact of intense
competition; evolving or new U.S. domestic or international government regulation or regulatory actions; future guidance, regulations, interpretations or
challenges to our tax positions relating to the Tax Cuts and Jobs Act ("TCJA") and our ability to defend our interpretations of the TCJA; our ability to
effectively operate, integrate, leverage and grow acquired businesses; legal challenges or changes related to service providers engaged by FedEx Ground
Package System, Inc. and the drivers providing services on their behalf; disruptions or modifications in service by, or changes in the business or
financial soundness of, the U.S. Postal Service; the impact of any international conflicts or terrorist activities; our ability to quickly and effectively
restore operations following adverse weather or a localized disaster or disturbance in a key geography; and other factors which can be found in FedEx's
and its subsidiaries' press releases and FedEx's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of
the date on which it is made. We do not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise.
S-iii
Table of Contents
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.
FedEx Freight: FedEx Freight Corporation ("FedEx Freight") is a leading North American 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 Puerto Rico and the U.S. Virgin Islands.
FedEx Services: FedEx Corporate Services, Inc. ("FedEx Services") provides sales, marketing, information technology, communications,
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customer service, technical support, billing and collection services, and certain back-office functions that support FedEx Express, FedEx Ground and
FedEx Freight.
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
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Recent Developments
COVID-19 Pandemic
The COVID-19 pandemic and the efforts to contain it have negatively impacted the global economy, disrupted manufacturing operations and
global supply chains and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly
increased economic and demand uncertainty, potentially causing a global recession. As we focus on managing our business and operations in response
to the COVID-19 pandemic, the safety of our employees, our customers and the communities in which we operate is our top priority. The COVID-19
pandemic and resulting significantly weaker global economic conditions have negatively impacted our results of operations and are expected to continue
to impact our business, results of operations, cash flows and liquidity.
Globally, business-to-business (B2B) demand across all of our transportation businesses has been negatively impacted by the COVID-19
pandemic. In the United States, while demand for FedEx Ground residential delivery services has increased due to sharp increases in e-commerce
volume resulting from shelter-in-place and other responsive measures, the shift in mix is expected to negatively impact margins and operating results.
Due to the significant uncertainty caused by the COVID-19 pandemic and the related deterioration in global economic conditions, we have suspended
forecasts for our results of operations, including forecasts for all of our operating segment results.
Since March 17, 2020, business demand in Asia remains elevated due to backlogs caused by the COVID-19 pandemic and the impact of responsive
measures in Asia in early calendar 2020, as well as decreases in cargo capacity on passenger airlines. However, due to weakening economic conditions
in Europe and the United States and resulting decreases in demand for goods manufactured in Asia, there are no assurances that these increased levels
of demand will be sustainable. Demand in Europe has been negatively impacted by shelter-in-place and other responsive measures taken in response to
the COVID-19 pandemic in many European countries.
We remain well positioned to adjust to market conditions to assist our customers as they work to manage their supply chains and inventories. Due
to the crucial role we play in moving supply chains and delivering critical relief, FedEx is considered an essential business and is continuing to operate
under state-of-emergency and shelter-in-place orders recently issued in the U.S. and globally. We are flexing our network and making adjustments as
needed to align with volumes and operating conditions. We are taking additional measures and incurring additional expense to protect the health and
safety of our employees, contractors, and the public and are working with customers to accommodate special requests around modified store hours,
closings, and delivery alternatives to comply with applicable government restrictions and safety guidance.
We expect the significance of the COVID-19 pandemic, including the extent of its effect on our financial condition and results of operations, to be
dictated by, among other things, its duration, the success of efforts to contain it and the impact of actions taken in response. While we are not able at
this time to estimate the impact of the COVID-19 pandemic, an extended period of global supply chain and economic disruption could materially and
adversely affect our business, results of operations, access to sources of liquidity and financial condition. In addition, an extended global recession
caused by the COVID-19 pandemic would have a further adverse impact on our financial condition and operations.
Liquidity and Capital Resources
As previously disclosed, FedEx has a $2.0 billion five-year credit agreement that expires in March 2025 and a $1.5 billion 364-day credit
agreement that expires in March 2021. On March 18, 2020, we provided notice to the lenders under our 364-day credit agreement to borrow
$1.5 billion under the agreement. We elected to draw down the full amount available under our 364-day credit agreement in
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S-2
Table of Contents
order to increase our cash position to preserve financial flexibility in light of disrupted access to commercial paper markets and current uncertainty in
the global financial markets resulting from the COVID-19 pandemic. As of April 3, 2020, we had $1.5 billion outstanding under our credit facilities,
$136 million of outstanding commercial paper and $0.3 million in outstanding letters of credit, leaving $1.86 billion available under our existing credit
agreements for future borrowings.
The credit agreements contain a financial covenant requiring us to maintain a ratio of debt to consolidated earnings (excluding noncash retirement
plans mark-to-market adjustments and noncash asset impairment charges) before interest, taxes, depreciation and amortization ("adjusted EBITDA") of
not more than 3.5 to 1.0, calculated as of the end of the applicable quarter on a rolling four-quarters basis. The ratio of our debt to adjusted EBITDA
was 2.8 to 1.0 at February 29, 2020. After giving effect to the increase in debt as a result of the proposed offering, we expect to remain in compliance
with the ratio of debt to adjusted EBITDA covenant. However, if we secure additional financing or experience a deterioration in results of operations
that would cause us not to be in compliance with the covenant, we would have to seek to amend this covenant. No assurances can be made that such
amendment would be approved by our lenders.
We are taking further actions to manage our cash flow and improve our liquidity, including review and consideration of opportunities and
strategies for capital expenditure reductions and deferrals, operating expense reductions, and consideration of alternative financing sources in addition
to our credit facilities and access to public markets. We have implemented temporary surcharges on all international package and airfreight shipments
and temporarily eliminated our money-back guarantee for all FedEx Express, FedEx Ground, and FedEx Freight services as well as FedEx Office same-
day services. We also expect to benefit from certain of the relief provisions of recently enacted and future government programs intended to provide
economic relief to U.S. and global businesses in response to the COVID-19 pandemic, including relief from certain excise taxes and payroll tax
deferrals in the United States. In addition, we are eligible to participate in certain government grant, loan, loan guarantee and investment programs.
Participation in any government grant, loan, loan guarantee or investment programs may subject us to additional regulations and/or restrictions,
including dividend, compensation and stock repurchase restrictions and potentially require us to grant equity interests in FedEx to a government agency.
S-3
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THE OFFERING
Issuer
FedEx Corporation
Securities Offered
$1,000,000,000 aggregate principal amount of 3.800% Notes due 2025.

$750,000,000 aggregate principal amount of 4.250% Notes due 2030.

$1,250,000,000 aggregate principal amount of 5.250% Notes due 2050.
Maturity
The 2025 Notes will mature on May 15, 2025, unless they are redeemed prior
to that date.

The 2030 Notes will mature on May 15, 2030, unless they are redeemed prior
to that date.

The 2050 Notes will mature on May 15, 2050, unless they are redeemed prior
to that date.
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See "--Optional Redemption" below.
Interest
Interest on the 2025 Notes will accrue at the rate of 3.800% per year, payable
semi-annually in arrears on May 15 and November 15 of each year,
commencing November 15, 2020.

Interest on the 2030 Notes will accrue at the rate of 4.250% per year, payable
semi-annually in arrears on May 15 and November 15 of each year,
commencing November 15, 2020.

Interest on the 2050 Notes will accrue at the rate of 5.250% per year, payable
semi-annually in arrears on May 15 and November 15 of each year,
commencing November 15, 2020.
Optional Redemption
A series of 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.
Change of Control Repurchase Event
If a Change of Control Repurchase Event (as defined herein) occurs with
respect to a series of notes, except to the extent we have exercised our right to
redeem such notes, we will be required to offer to each holder of the notes of
such series to repurchase all or any part of that holder's notes at a repurchase
price in cash equal to 101% of the principal amount of such notes
repurchased plus any accrued and unpaid interest on such notes repurchased
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.
S-4
Table of Contents
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 of any series 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
$2,956,900,000, after deducting the underwriting discounts and other
expenses related to this offering. We intend to use the net proceeds from this
offering to (i) repay $1.5 billion of borrowings under our $1.5 billion 364-day
credit agreement that was entered into with a syndicate of banks and other
financial institutions on March 17, 2020 (the "364-day credit facility") and
(ii) repay $136 million of commercial paper outstanding under our
commercial paper program. Pending such use, we may invest the net
proceeds in short-term investments, including cash, cash equivalents and/or
marketable securities. Any remaining net proceeds will be used for general
corporate purposes. See "Use of Proceeds."
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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 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.
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 notes, but they are not obligated to do so and may discontinue market-
making with respect to any series of notes at any time without notice. See
"Underwriting (Conflicts of Interest)" in this prospectus supplement for more
information about possible market-making by the underwriters.
S-5
Table of Contents
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, 2019, our Quarterly Reports on Form 10-Q for the fiscal quarters
ended August 31, 2019, November 30, 2019 and February 29, 2020 and
beginning on page S-7 of this prospectus supplement.
Conflicts of Interest
Affiliates of certain underwriters may receive 5% or more of the net proceeds
of this offering as a result of our intention to use the net proceeds to repay
$1.5 billion of borrowings under our 364-day credit facility and to repay
$136 million of commercial paper outstanding under our commercial paper
program. See "Use of Proceeds." Consequently, this offering will be made in
compliance with Rule 5121 of the Financial Industry Regulatory
Authority, Inc. ("FINRA"). Pursuant to that rule, the appointment of a
qualified independent underwriter is not necessary in connection with this
offering as the notes are expected to be rated investment grade.
S-6
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, 2019, (ii) the factors identified in the "Risk Factors"
section of our Quarterly Reports on Form 10-Q for the fiscal quarters ended August 31, 2019, November 30, 2019 and February 29, 2020, (iii) the
factors set forth below related to the notes, and (iv) 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. To the extent the COVID-
19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this
section and in the "Risk Factors" sections of our Annual Report on Form 10-K for the fiscal year ended May 31, 2019 and of our Quarterly Reports on
Form 10-Q for the fiscal quarters ended August 31, 2019, November 30, 2019 and February 29, 2020.
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
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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;
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·
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, 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 a series of notes, except to the extent we have exercised our right to
redeem such notes, we will be required to offer to each holder of the notes of such series to repurchase all or any part of that holder's notes at a
repurchase price in cash equal to 101% of the principal amount of such notes repurchased plus any accrued and unpaid interest on such 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 with respect to a series of notes to make
the required repurchase of the notes of such series. In order to obtain sufficient funds to pay the repurchase price of the outstanding notes of a series, we
may need to refinance such notes. We cannot assure you that we would be able to refinance such notes on reasonable terms, or at all. Our failure to
offer to repurchase all outstanding notes of that series or to repurchase all validly tendered notes of that series would be an event of default under the
Indenture for such 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
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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 new issues 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.
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USE OF PROCEEDS
We estimate that the net proceeds of this offering will be approximately $2,956,900,000, after deducting the underwriting discounts and other
expenses related to this offering.
We intend to use the net proceeds from this offering to (i) repay $1.5 billion of borrowings under our 364-day credit facility and (ii) repay
$136 million of commercial paper outstanding under our commercial paper program. Pending such use, we may invest the net proceeds in short-term
investments, including cash, cash equivalents and/or marketable securities. Any remaining net proceeds will be used for general corporate purposes.
Certain of the underwriters and/or their affiliates may be lenders, or agents or managers for the lenders, under our 364-day credit facility, the
borrowings under which may be repaid with the net proceeds of this offering, and therefore may receive a portion of such proceeds upon such
repayment. In addition, certain of the underwriters and/or their affiliates may hold positions in commercial paper issued under our commercial paper
program, which may be repaid with the net proceeds of this offering, and therefore may receive a portion of such proceeds upon such repayment. See
"Underwriting (Conflicts of Interest)."
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CAPITALIZATION
The following table sets forth our consolidated capitalization as of February 29, 2020 on an actual basis and on an as adjusted basis to give effect to
this offering. See "Use of Proceeds." You should read this table in conjunction with our consolidated financial statements and the notes thereto
incorporated by reference from our Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2020.

As of February 29, 2020

Actual

As Adjusted

(In millions)

Short-term borrowings
$
300(1) $
300(2)
Current portion of long-term debt
$
35
$
35
Long-term debt:

2025 Notes offered hereby

--

1,000
2030 Notes offered hereby

--

750
2050 Notes offered hereby

--

1,250
Other long-term debt, less current portion

18,973

18,973
?
?
?
?
?
?
?
?
Total long-term debt, less current portion
$ 18,973
$
21,973
Common stockholders' investment:

Common stock

32

32
Additional paid-in capital

3,324

3,324
Retained earnings

25,569

25,569
Accumulated other comprehensive loss

(887)

(887)
Treasury stock, at cost

(9,207)

(9,207)
Total common stockholders' investment
$ 18,831
$
18,831
?
?
?
?
?
?
?
?
Total capitalization
$ 38,139
$
41,139
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
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