Obligation FedExCo 0.7% ( XS1937060884 ) en EUR

FedExCo

100 % ▼

Etats-unis

XS1937060884 ( en EUR )

0.7% par an ( paiement annuel )

12/05/2022 - Obligation échue

Prospectus brochure de l'obligation Fedex Corp XS1937060884 en EUR 0.7%, échue

100 000 EUR

640 000 000 EUR

31428XBT2

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 ( Etats-unis ) , en EUR, avec le code ISIN XS1937060884, paye un coupon de 0.7% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/05/2022

424B5 1 a2237540z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226426
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee(2)

0.700% Notes due 2022

640,000,000

99.929%

639,545,600

$88,922.83

Guarantees of 0.700% Notes due
2022

(2)

(2)

(2)

(3)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, based upon the January 14, 2019 closing Euro/U.S. exchange rate of
1/U.S.$1.1472, as reported by Bloomberg.
(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)
640,000,000
0.700% Notes due 2022
We will pay interest on the 0.700% Notes due 2022 (the "notes") annually in arrears on May 13 of each year, commencing May 13, 2019. The
notes will bear interest at a rate of 0.700% per year and will mature on May 13, 2022.
We may redeem the notes in whole or in part at any time at the redemption price described under "Description of the Notes--Optional
Redemption." In addition, we may redeem the notes in whole but not in part at any time, if certain events occur involving changes in United States
taxation, at the applicable redemption price described under "Description of the Notes--Redemption for Tax Reasons." The notes will not have the
benefit of a sinking fund. If a change of control repurchase event occurs with respect to the notes as described in this prospectus supplement, except to
the extent we have exercised our right to redeem the notes, we will be required to offer to repurchase the notes at a repurchase price equal to 101% of
the principal amount of the notes plus accrued interest to, but not including, the repurchase date.
The notes will be unsecured and will rank equally with all of our existing and future unsecured and unsubordinated indebtedness. The notes will
be fully and unconditionally guaranteed by our subsidiary guarantors named in this prospectus supplement. The notes will be issued in denominations
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of 100,000 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, 2018, our Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2018, our Quarterly Report on
Form 10-Q for the quarterly period ended November 30, 2018 and beginning on page S-5 of this prospectus supplement.

Per Note

Total

Initial offering price(1)

99.929%

639,545,600

Underwriting discount

0.300%

1,920,000

Proceeds (before expenses) to FedEx Corporation(1)

99.629%

637,625,600

(1)
Plus accrued interest, if any, from January 18, 2019, if settlement occurs after that date.
We intend to apply to list the notes on the New York Stock Exchange. The listing application will be subject to approval by the New York Stock
Exchange. We expect listing of the notes on the New York Stock Exchange to occur within 30 days after the original issue date. If such a listing is
obtained, we have no obligation to maintain such listing, and we may delist the notes at any time.
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 form only through the facilities of Clearstream Banking, société anonyme, and
Euroclear Bank S.A./N.V. as operator of the Euroclear System, on or about January 18, 2019, which is the fourth London business day following the
date of this prospectus supplement.
We are also offering, by means of a separate prospectus supplement, $500,000,000 of 3.400% notes due 2022. Neither offering will be subject to
completion of the other.
Joint Book-Running Managers
BNP PARIBAS

Citigroup
Deutsche Bank

ING
Wells Fargo Securities
Co-Managers
BofA Merrill Lynch
Goldman Sachs & Co. LLC
HSBC
J.P. Morgan
Mizuho Securities

Morgan Stanley

Regions Securities LLC
Scotiabank

SunTrust Robinson Humphrey

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

Page
Prospectus Supplement

About This Prospectus Supplement and Accompanying Prospectus
S-ii
Summary

S-1
The Offering

S-2
Risk Factors

S-5
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Use of Proceeds
S-11
Capitalization
S-12
Description of the Notes
S-13
Material United States Federal Income and Estate Tax Considerations
S-25
Certain European Union Tax Considerations
S-31
Underwriting
S-32
Legal Matters
S-37
Experts
S-37
Where You Can Find More Information
S-37

Prospectus

About This Prospectus

1
Forward-Looking Statements

1
Where You Can Find More Information

2
About Our Company

2
Risk Factors

3
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of Debt Securities and Guarantees

4
Description of Common Stock

14
Plan of Distribution

15
Legal Matters

17
Experts

17
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS
This document consists of two parts. The first part is this prospectus supplement, which contains the specific terms of this offering of notes. The
second part is the accompanying prospectus dated July 30, 2018, which provides more general information about securities we may offer from time to
time, some of which may not apply to this offering. This prospectus supplement and the information incorporated by reference in this prospectus
supplement also adds to, updates and, where applicable, modifies and supersedes information contained or incorporated by reference in the
accompanying prospectus. If information in this prospectus supplement or the information incorporated by reference in this prospectus supplement is
inconsistent with the accompanying prospectus or the information incorporated by reference therein, then this prospectus supplement or the information
incorporated by reference in this prospectus supplement will apply and will, to the extent inconsistent therewith, supersede the information in the
accompanying prospectus.
We and the underwriters have not authorized any person to provide you with information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus. We and the underwriters take
no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not, and the
underwriters are not, making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference and any
related free writing prospectus is accurate only as of the respective dates of such information. Our business, financial condition, liquidity,
results of operations and prospects may have changed since those dates.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our" and "FedEx" are to FedEx Corporation. References
in this prospectus supplement and the accompanying prospectus to "$" and "U.S. dollars" are to the currency of the United States. References to "" and
"euro" in this prospectus supplement are to the currency of the member states of the European Monetary Union that have adopted or that adopt the single
currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union. The financial information
presented in this prospectus supplement and the accompanying prospectus has been prepared in accordance with generally accepted accounting
principles in the United States.
In connection with the issue of the notes, BNP Paribas (the "Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager) may
over-allot notes or effect transactions which stabilize or maintain the market prices of the notes at levels which might not otherwise prevail. However,
there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Any
stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the notes is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the notes and 60 days after the date of the allotment of the
notes. Any stabilization action or over-allotment must be conducted by the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager)
in accordance with all applicable laws and rules. See "Underwriting."
Notice to Prospective Investors in the European Economic Area
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The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive
S-ii
Table of Contents
2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any member
state of the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes.
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement, the accompanying prospectus and any other material in relation to the notes described herein are being distributed only
to, and are directed only at persons outside the United Kingdom or, if in the United Kingdom, persons who are "qualified investors" (as defined in the
Prospectus Directive) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of
the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons."
The notes are only available to, and any investment activity or invitation, offer or agreement to subscribe for, purchase or otherwise acquire such notes
will be engaged in only with, Relevant Persons. This prospectus supplement, the accompanying prospectus and their contents should not be distributed,
published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United
Kingdom that is not a Relevant Person should not act or rely on this prospectus supplement and/or the accompanying prospectus or any of their contents.
The notes are not being offered to the public in the United Kingdom.
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 primarily using the U.S. Postal Service for final delivery to
residences.
FedEx Freight: FedEx Freight Corporation ("FedEx Freight") is a leading U.S. provider of less-than-truckload freight services across all lengths
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of haul, offering: FedEx Freight Priority, when speed is critical to meet a customer's supply chain needs; and FedEx Freight Economy, when a customer
can trade time for cost savings. FedEx Freight also offers freight delivery service to most points in Canada, Mexico, Puerto Rico and the U.S. Virgin
Islands.
FedEx Services: FedEx Corporate Services, Inc. ("FedEx Services") provides sales, marketing, information technology, communications,
customer service, technical support, billing and collection services, and certain back-office functions that support FedEx Express, FedEx Ground and
FedEx Freight. The FedEx Services segment includes FedEx Office and Print Services, Inc. ("FedEx Office"), which provides document and business
services and retail access to our package transportation businesses.
For a description of our business, financial condition, liquidity, results of operations and other important information regarding us, see our filings
with the Securities and Exchange Commission (the "SEC") incorporated by reference in this prospectus supplement and the accompanying prospectus.
For instructions on how to find copies of our filings incorporated by reference in this prospectus supplement and the accompanying prospectus, see
"Where You Can Find More Information" below.
The mailing address of our principal executive offices is 942 South Shady Grove Road, Memphis, Tennessee 38120. Our main telephone number is
(901) 818-7500.
The address of our website is www.fedex.com. The information on our website is not incorporated by reference in, and does not form a part of, this
prospectus supplement or the accompanying prospectus.
S-1
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THE OFFERING
Issuer
FedEx Corporation
Securities Offered
640,000,000 aggregate principal amount of 0.700% Notes due 2022.
Maturity
The notes will mature on May 13, 2022.
Interest
Interest on the notes will accrue at the rate of 0.700% per year, payable
annually in arrears on May 13 of each year, commencing May 13, 2019.
Optional Redemption
The notes may be redeemed, at our option, in whole or in part at any time at
the redemption price described under "Description of the Notes--Optional
Redemption." The notes will not have the benefit of a sinking fund.
Redemption for Tax Reasons
The notes may be redeemed in whole but not in part at any time, if certain
events occur involving changes in United States taxation, at the applicable
redemption price described under "Description of the Notes--Redemption for
Tax Reasons."
Additional Amounts
We will, subject to certain exceptions and limitations, pay as additional
interest on the notes such additional amounts as are necessary in order that the
net payment of principal of and interest on the notes to a holder who is not a
United States person (as defined herein), after withholding or deduction for
any present or future tax, assessment or other governmental charge imposed
by the United States or a taxing authority in the United States, will not be less
than the amount provided in the notes to be then due and payable. See
"Description of the Notes--Payment of Additional Amounts."
Change of Control Repurchase Event
If a Change of Control Repurchase Event (as defined herein) occurs with
respect to the notes, except to the extent we have exercised our right to
redeem the notes, we will be required to offer to repurchase the notes at a
repurchase price equal to 101% of the principal amount of the notes plus
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accrued interest to, but not including, the repurchase date. See "Description of
the Notes--Change of Control Repurchase Event."
Ranking
The notes will be unsecured and will rank equally with all of our existing and
future unsecured and unsubordinated indebtedness.
Subsidiary Guarantors
FedEx Express, FedEx Ground, FedEx Freight, FedEx Freight, Inc., FedEx
Services, FedEx Office, Federal Express Europe, Inc., Federal Express
Holdings S.A., LLC and Federal Express International, Inc.
S-2
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Guarantees
The subsidiary guarantors will fully and unconditionally guarantee payment
of principal of and premium and additional amounts, if any, and interest on
the notes. The guarantees will rank equally with all other existing and future
unsecured and unsubordinated obligations of the subsidiary guarantors.
Further Issues
We may issue additional notes from time to time after this offering without
the consent of holders of notes.
Use of Proceeds
We estimate that the net proceeds of this offering will be approximately
636,466,000, after deducting the underwriting discount and other expenses
related to this offering. We intend to use the net proceeds from this offering
to pay the 500 million aggregate principal amount of the Floating Rate Notes
due 2019 at maturity. Any remaining net proceeds will be used for general
corporate purposes, which may include repayment of indebtedness. See "Use
of Proceeds."
Book-Entry Form
The notes will be issued in fully registered form without coupons in
denominations of 100,000 and integral multiples of 1,000 in excess thereof.
The notes will be represented by one or more permanent global notes that will
be deposited with a common depositary and will be registered in the name of
the nominee of the common depositary for the accounts of Clearstream
Banking, société anonyme ("Clearstream") and Euroclear Bank S.A./N.V.
("Euroclear"). Beneficial interests in the notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in Clearstream or Euroclear. Except
in the limited circumstances described in this prospectus supplement,
certificates will not be issued in exchange for beneficial interests in the notes.
See "Description of the Notes--Book-Entry Procedures" in this prospectus
supplement.
Trading
We intend to apply to list the notes on the New York Stock Exchange
("NYSE"). The listing application will be subject to approval by the NYSE.
We expect listing of the notes on the NYSE to occur within 30 days after the
original issue date. If such a listing is obtained, we have no obligation to
maintain such listing, and we may delist the notes at any time. Currently,
there is no public market for the notes. Certain of the underwriters have
advised us that they intend to make a market in the notes, but they are not
obligated to do so and may discontinue market-making with respect to the
notes at any time without notice. See "Underwriting" in this prospectus
supplement for more information about possible market-making by the
underwriters.
S-3
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Table of Contents
Currency of Payments
All payments of interest on and the principal of the notes and any redemption
price for, or additional amounts as described under "Description of the Notes
--Payment of Additional Amounts," if any, with respect to, the notes will be
made in euro. If we are unable to obtain euro in amounts sufficient to make a
required payment under the notes due to the imposition of exchange controls
or other circumstances beyond our control (including the dissolution of the
European Monetary Union) or if the euro is no longer being used by the then
member states of the European Monetary Union that have adopted the euro as
their currency or for the settlement of transactions by public institutions of or
within the international banking community, then all payments will be made
in U.S. dollars until the euro is again available to us or so used. See
"Description of the Notes--Issuance in Euro."
Paying Agent
Elavon Financial Services DAC, UK Branch.
Transfer Agent and Registrar
U.S. Bank National Association.
Trustee
Wells Fargo Bank, National Association.
Common Code
193706088
ISIN
XS1937060884
CUSIP
31428X BT2
Risk Factors
Investing in the notes involves risks that are described in the "Risk Factors"
sections of our Annual Report on Form 10-K for the fiscal year ended
May 31, 2018, our Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 2018, our Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 2018 and beginning on page S-5 of this
prospectus supplement.
Other Offering
We are also offering, by means of a separate prospectus supplement,
$500,000,000 of 3.400% notes due 2022. Neither offering will be subject to
completion of the other.
S-4
Table of Contents
RISK FACTORS
Investing in the notes involves risks. In connection with any investment in the notes, you should consider carefully (i) the factors identified in the
"Risk Factors" sections of our Annual Report on Form 10-K for the fiscal year ended May 31, 2018, our Quarterly Report on Form 10-Q for the
quarterly period ended August 31, 2018 and our Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2018, (ii) the factors set
forth below related to the notes, and (iii) the other information set forth elsewhere in this prospectus supplement, the accompanying prospectus and in
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Holders of the notes will receive payments solely in euro except under the limited circumstances provided herein
All payments of interest on and the principal of the notes and any redemption price for, or additional amounts with respect to, the notes will be
made in euro except under the limited circumstances provided herein. See "Description of the Notes--Issuance in Euro." We, the underwriters, the
trustee and the paying agent with respect to the notes will not be obligated to convert, or to assist any registered owner or beneficial owner of such
notes in converting, payments of interest, principal, any redemption price or any additional amount in euro made with respect to such notes into U.S.
dollars or any other currency.
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The United Kingdom's impending departure from the European Union could adversely affect the value of the notes
The United Kingdom held a referendum on June 23, 2016 in which a majority of voters voted to exit the European Union ("Brexit") and on
March 29, 2017, the United Kingdom submitted a formal notification of its intention to withdraw from the European Union pursuant to Article 50 of the
Treaty of Lisbon. The United Kingdom has a period of a maximum of two years from the date of its formal notification (such period ending on
March 29, 2019, unless an extension is agreed) to negotiate the terms of its withdrawal from, and future relationship with, the European Union,
including the terms of trade between the United Kingdom and the European Union and potentially other countries. If no formal withdrawal agreement is
reached between the United Kingdom and the European Union, then it is expected the United Kingdom's membership of the European Union will
automatically terminate two years after the submission of the notification of the United Kingdom's intention to withdraw from the European Union,
unless all remaining member states unanimously consent to an extension of this period. Discussions between the United Kingdom and the European
Union focused on finalizing withdrawal issues and transition agreements are ongoing. However, limited progress to date in these negotiations and
ongoing uncertainty within the UK Government and Parliament sustains the possibility of the United Kingdom leaving the European Union on
March 29, 2019 without a withdrawal agreement and associated transition period in place, which is likely to cause significant market and economic
disruption. The effects of Brexit will depend on any agreements the United Kingdom makes to retain access to European Union markets either during a
transitional period or more permanently. Brexit could adversely affect European and worldwide economic and market conditions and could contribute to
instability in global financial and foreign exchange markets, including volatility in the value of the euro. In addition, Brexit could lead to legal
uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which European Union laws to replace or
replicate. Any of these effects of Brexit, and others we cannot anticipate, could negatively impact the value of the notes.
S-5
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Holders of the notes may be subject to certain risks relating to the euro, including the effects of foreign currency exchange rate fluctuations, as well
as possible exchange controls
The initial investors in the notes will be required to pay for the notes in euro. Neither we nor the underwriters will be obligated to assist the initial
investors in obtaining euro or in converting other currencies into euro to facilitate the payment of the purchase price for the notes.
An investment in any security denominated in, and all payments with respect to which are to be made in, a currency other than the currency of the
country in which an investor in the notes resides or the currency in which an investor conducts its business or activities (the "investor's home
currency"), entails significant risks not associated with a similar investment in a security denominated in the investor's home currency. In the case of the
notes offered hereby, these risks may include the possibility of:
·
significant changes in rates of exchange between the euro and the investor's home currency; and
·
the imposition or modification of foreign exchange controls with respect to the euro or the investor's home currency.
We have no control over a number of factors affecting the notes and foreign exchange rates, including economic, financial and political events that
are important in determining the existence, magnitude and longevity of these risks and their effects. Changes in foreign currency exchange rates between
two currencies result from the interaction over time of many factors directly or indirectly affecting economic and political conditions in the countries
issuing such currencies, and economic and political developments globally and in other relevant countries. Foreign currency exchange rates may be
affected by, among other factors, existing and expected rates of inflation, existing and expected interest rate levels, the balance of payments between
countries and the extent of governmental surpluses or deficits in various countries. All of these factors are, in turn, sensitive to the monetary, fiscal and
trade policies pursued by the governments of various countries important to international trade and finance. Moreover, global economic instability and
the actions taken or to be taken by various national governments in response to such instability as well as market perceptions concerning the instability
of the euro could significantly affect the exchange rates between the euro and the investor's home currency.
The exchange rates of an investor's home currency for euro and the fluctuations in those exchange rates that have occurred in the past are not
necessarily indicative of the exchange rates or the fluctuations therein that may occur in the future. Depreciation of the euro against the investor's home
currency would result in a decrease in the investor's home currency equivalent yield on a note, in the investor's home currency equivalent of the
principal payable at the maturity of that note and generally in the investor's home currency equivalent market value of that note. Appreciation of the
euro in relation to the investor's home currency would have the opposite effects.
The European Union or one or more of its member states may, in the future, impose exchange controls and modify any exchange controls imposed,
which controls could affect exchange rates, as well as the availability of euro at the time of payment of principal of, interest on, or any redemption
payment or additional amounts with respect to, the notes.
Furthermore, the Indenture (as defined herein) is, and the notes will be, governed by the laws of the State of New York. Under New York law, a
New York state court rendering a judgment on the notes would be required to render the judgment in euro. However, the judgment would be converted
into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the notes, investors
would be exposed to variations in the U.S. dollar/euro exchange rate until a New York state court judgment is entered, and we cannot predict how long
this would take. A U.S. federal court sitting in New York with diversity jurisdiction over a dispute arising in connection with the notes would apply the
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foregoing New York law. In courts outside of New York,
S-6
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investors may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment for money in an action based on the
notes in many other U.S. federal or state courts ordinarily would be rendered in the United States only in U.S. dollars. The date used to determine the
rate of conversion of euro into U.S. dollars would depend upon various factors, including which court renders the judgment and when the judgment is
rendered.
This description of foreign exchange risks does not describe all the risks of an investment in securities, including, in particular, the notes, that are
denominated or payable in a currency other than an investor's home currency. You should consult your own financial, legal and tax advisors as to the
risks involved in an investment in the notes.
The notes permit us to make payments in U.S. dollars if we are unable to obtain euro, which could adversely affect the value of the notes
If, as described under "Description of the Notes--Issuance in Euro," we are unable to obtain euro in amounts sufficient to make a required payment
under the notes due to the imposition of exchange controls or other circumstances beyond our control (including the dissolution of the European
Monetary Union) or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their
currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the
notes will be made in U.S. dollars until the euro is again available to us or so used. In such circumstances, the amount payable on any date in euro will
be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second business day prior to the
relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the then most recent U.S.
dollar/euro exchange rate available on or prior to the second business day prior to the relevant payment date as determined by us in our sole discretion.
There can be no assurance that this exchange rate will be as favorable to holders of notes as the exchange rate otherwise determined by applicable law.
These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of the notes.
Trading in the clearing systems is subject to minimum denomination requirements
The notes will be issued only in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. It is possible that the
clearing systems may process trades which could result in amounts being held in denominations smaller than the minimum denominations. If definitive
notes are required to be issued in relation to such notes in accordance with the provisions of the relevant global notes, a holder who does not have the
minimum denomination or an integral multiple of 1,000 in excess thereof in its account with the relevant clearing system at the relevant time may not
receive all of its entitlement in the form of definitive notes unless and until such time as its holding satisfies the minimum denomination requirement.
The Indenture does not limit the amount of indebtedness that we may incur
The Indenture under which we will issue the notes and guarantees does not limit the amount of secured or unsecured indebtedness that we or our
subsidiaries may incur. In addition, other than the provisions relating to a Change of Control Repurchase Event, the Indenture, which is described below
under "Description of the Notes," also does not contain any debt covenants or provisions that afford holders of the notes protection in the event we
participate in a highly leveraged or similar transaction.
We depend upon our subsidiaries to service our debt
We are a holding company and derive all of our operating income from our subsidiaries. Our only source of cash to pay principal of and premium
and additional amounts, if any, and interest on the
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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
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If we sell, transfer or otherwise dispose of all of the capital stock or all or substantially all of the assets of a subsidiary guarantor to any person that
is not an affiliate of FedEx, the guarantee of that subsidiary will terminate and holders of the notes will no longer have a claim against such subsidiary
under the guarantee. See "Description of Debt Securities and Guarantees--Merger, Consolidation and Sale of Assets" in the accompanying prospectus.
The guarantees may be challenged as fraudulent conveyances
Federal, state and foreign bankruptcy, fraudulent conveyance, fraudulent transfer or similar laws could limit the enforceability of a guarantee. For
example, creditors of a subsidiary guarantor could claim that, since the guarantees were incurred for the benefit of FedEx (and only indirectly for the
benefit of a subsidiary guarantor), the obligation of a subsidiary guarantor was incurred for less than reasonably equivalent value or fair consideration.
If any of our subsidiary guarantors is deemed to have received less than reasonably equivalent value or fair consideration for its guarantee and, at the
time it gave the guarantee, that subsidiary guarantor:
·
was insolvent or rendered insolvent by giving its guarantee;
·
was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or
·
intended to incur debts beyond its ability to pay such debts as they mature,
then the obligations of such subsidiary guarantor under its guarantee could be voided. If a court voided a guarantee as a result of a fraudulent transfer or
conveyance, then the holders of the notes would cease to have a claim against the subsidiary guarantor. In this regard, in an attempt to limit the
applicability of fraudulent transfer or conveyance laws, the Indenture limits the amount of each guarantee to the amount that will result in it not
constituting a fraudulent transfer or conveyance. However, we cannot assure you as to what standard a court would apply in making a determination
regarding whether reasonably equivalent value or fair consideration was received or as to what would be the maximum liability of each guarantor or
whether this limitation would be effective in protecting a guarantee from being voided under fraudulent transfer or conveyance laws.
We may not be able to repurchase the notes upon a Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event with respect to the notes, except to the extent we have exercised our right to redeem
the notes, we will be required to make an offer to each holder of the notes to repurchase all or any part of that holder's notes at a repurchase price in
cash equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued and unpaid interest on the notes repurchased to, but not
including, the repurchase date.
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It is possible that we will not have sufficient funds at the time of any Change of Control Repurchase Event to make the required repurchase of the
notes. In order to obtain sufficient funds to pay the repurchase price of the outstanding notes, we may need to refinance the notes. We cannot assure you
that we would be able to refinance the notes on reasonable terms, or at all. Our failure to offer to repurchase all outstanding notes or to repurchase all
validly tendered notes would be an event of default under the Indenture for the notes. Such an event of default may cause the acceleration of our other
debt. In addition, the terms of our other debt agreements or applicable law may limit our ability to repurchase the notes for cash. Our future debt also
may contain restrictions on repurchase requirements with respect to specified events or transactions that constitute a change of control under the
Indenture.
Ratings of the notes could be lowered in the future
We expect that the notes will be rated "investment grade" by one or more nationally recognized statistical rating organizations. A rating is not a
recommendation to purchase, hold or sell the notes, since a rating does not predict the market price of a particular security or its suitability for a
particular investor. A rating organization may lower our rating, or change our ratings' outlook, or decide not to rate our securities, temporarily or
permanently, in its sole discretion. The rating of the notes will be based primarily on the rating organization's assessment of the likelihood of timely
payment of interest when due on the notes and the ultimate payment of principal of the notes on the final maturity date. The reduction, suspension or
withdrawal of the ratings of the notes will not, in and of itself, constitute an event of default under the Indenture.
An active trading market for the notes may not develop
The notes are a new issue of securities for which no established trading market exists. If an active trading market does not develop for the notes,
investors may not be able to resell them. Although we expect the notes to be listed for trading on the NYSE, no assurance can be given that the notes
will become or remain listed, that a trading market for the notes will develop or of the price at which investors may be able to sell the notes, if at all. In
addition, we will have no obligations to maintain and may terminate any listing of the notes on the NYSE without the consent of the holders of the notes.
Certain of the underwriters for this offering have advised us that they intend to make a market in the notes after completion of the offering. However,
the underwriters are not obligated to do so and may discontinue any market-making with respect to the notes at any time without notice, in their sole
discretion. Therefore, no assurance can be given as to the liquidity of, or trading market for, the notes. The lack of a trading market could adversely
affect investors' ability to sell the notes and the price at which investors may be able to sell the notes. The liquidity of the trading market, if any, and
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