FEDEX CORP — Capital/Financing Update 2019

Jul 22, 2019

FWP 1 a19-12945_3fwp.htm FWP

Free Writing Prospectus Filed Pursuant to Rule 433

Registration Statement No. 333-226426

July 22, 2019

FedEx Corporation

Final Term Sheet

$1,000,000,000 3.100% Notes due 2029

The information in this final term sheet relates to FedEx Corporation’s offering of notes in the series listed above and should be read together with the preliminary prospectus supplement dated July 22, 2019 relating to such offering (the “Preliminary Prospectus Supplement”) and the accompanying base prospectus dated July 30, 2018 (the “Base Prospectus”), including the documents incorporated by reference therein, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, Registration Statement No. 333-226426.

Issuer:	FedEx Corporation
Guarantors:	Federal Express Corporation
	FedEx Ground Package System, Inc.
	FedEx Freight Corporation
	FedEx Freight, Inc.
	FedEx Corporate Services, Inc.
	FedEx Office and Print Services, Inc.
	Federal Express Europe, Inc.
	Federal Express Holdings S.A., LLC
	Federal Express International, Inc.
Title of Securities:	$1,000,000,000 3.100% Notes due 2029
Principal Amount:	$1,000,000,000
Expected Ratings (Moody’s / S&P)*:	Baa2 / BBB
Trade Date:	July 22, 2019
Settlement Date (T+2):	July 24, 2019
Stated Maturity Date:	August 5, 2029
Interest Payment Dates:	Semi-annually on each February 5 and August 5, commencing February 5, 2020
Optional Redemption Provisions:
Make-whole Call:	Prior to May 5, 2029, make-whole call at T+20 basis points
Par Call:	On or after May 5, 2029
Benchmark Treasury:	UST 2.375% due May 15, 2029
Benchmark Treasury Price / Yield:	102-31 / 2.039%
Spread to Benchmark Treasury:	+ 110 basis points
Reoffer Yield:	3.139%
Coupon:	3.100% per annum
Price to Public:	99.666% of Principal Amount
CUSIP / ISIN:	31428XBV7 / US31428XBV73

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Joint Book-Running Managers:	Deutsche Bank Securities Inc.
	J.P. Morgan Securities LLC
	Scotia Capital (USA) Inc.
	Wells Fargo Securities, LLC
Co-Managers:	BNP Paribas Securities Corp.
	BofA Securities, Inc.
	Citigroup Global Markets Inc.
	Goldman Sachs & Co. LLC
	HSBC Securities (USA) Inc.
	ING Financial Markets LLC
	Mizuho Securities USA LLC
	Morgan Stanley & Co. LLC
	Regions Securities LLC
	SunTrust Robinson Humphrey, Inc
.	ACADEMY SECURITIES, INC.
	Drexel Hamilton, LLC

• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

No PRIIPs KID: No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA.

This final term sheet supplements, and should be read in conjunction with, FedEx Corporation’s Preliminary Prospectus Supplement dated July 22, 2019 and the accompanying Base Prospectus dated July 30, 2018 and the documents incorporated by reference therein.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the aforementioned Preliminary Prospectus Supplement and Base Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you these documents if you request it by contacting (i) Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, (ii) J.P. Morgan Securities LLC collect at 1-212-834-4533, (iii) Scotia Capital (USA) Inc. toll-free at 1-800-372-3930 or (iv) Wells Fargo Securities, LLC toll-free at 1-800-645-3751.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

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