FedEx Corporation Announces $2 Billion Senior Notes Offering and Accelerated Share Repurchase Program

FedEx Corporation (NYSE:FDX) today announced that it intends to offer, subject to market and other conditions, $2 billion of senior unsecured notes pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. The offering and the final terms of the notes, including principal amount, interest rate and maturity, will depend on market and other conditions at the time of pricing.

FedEx intends to use proceeds from the offering to make payments under accelerated share repurchase agreements (ASRs) with Goldman, Sachs & Co. and JPMorgan Chase Bank, National Association, London Branch, which are part of the company’s previously announced share repurchase program. The effectiveness of the ASRs is conditioned upon the closing of the notes offering. Under the terms of the ASRs, FedEx has agreed to repurchase an aggregate of $2 billion of its common stock from the banks, with an initial delivery of approximately 11.4 million shares based on current market prices. The final number of shares to be repurchased under each ASR will be based on a discount to the volume-weighted average stock price for Rule 10b-18 eligible transactions in FedEx’s common stock during the term of the relevant transaction. Purchases under the ASRs are expected to be completed prior to the end of FedEx’s current fiscal year on May 31, 2014. FedEx expects to continue to repurchase shares in the open market from time to time, subject to market and other conditions.

J.P. Morgan Securities LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as joint book-running managers for the offering.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of notes will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the prospectus supplement and the accompanying prospectus can be obtained from: J.P. Morgan Securities LLC, Attention: Investment Grade Syndicate Desk, 383 Madison Avenue, 3rd Floor, New York, New York 10179 (telephone: 1-212-834-4533); Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282 (telephone: 1-866-471-2526, facsimile: 212-902-9316, or email: prospectus-ny@ny.email.gs.com); or Morgan, Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, New York, New York 10014 (telephone: 1-866-718-1649 or email: prospectus@morganstanley.com).

Corporate Overview

FedEx Corp. (NYSE:FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $45 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand.

Certain statements in this press release are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, whether or not FedEx will offer the notes or consummate the offering, the anticipated terms of the notes and the offering, the anticipated use of the proceeds of the offering and whether or not FedEx will continue, and the timing of, any open market share repurchases.