联邦快递美股招股说明书(2025-08-29版)

Offer to Exchange This is an offer by FedEx Corporation, a Delaware corporation (“FedEx” or the “Company”), to exchange(the “Exchange Offers”): (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)up to $340,494,000 principal amount of 3.400% Notes due 2028 (the “Original 3.400% 2028 Notes”) fora like principal amount of 3.400% Notes due 2028, the offer of which has been registered under theSecurities Act of 1933, as amended (the “Securities Act”) (the “Exchange 3.400% 2028 Notes”);up to $237,285,000 principal amount of 4.200% Notes due 2028 (the “Original 4.200% 2028 Notes”) fora like principal amount of 4.200% Notes due 2028, the offer of which has been registered under theSecurities Act (the “Exchange 4.200% 2028 Notes”);up to $628,053,000 principal amount of 3.100% Notes due 2029 (the “Original 3.100% 2029 Notes”) fora like principal amount of 3.100% Notes due 2029, the offer of which has been registered under theSecurities Act (the “Exchange 3.100% 2029 Notes”);up to $406,103,000 principal amount of 4.250% Notes due 2030 (the “Original 4.250% 2030 Notes”) fora like principal amount of 4.250% Notes due 2030, the offer of which has been registered under theSecurities Act (the “Exchange 4.250% 2030 Notes”);up to $642,185,000 principal amount of 2.400% Notes due 2031 (the “Original 2.400% 2031 Notes”) fora like principal amount of 2.400% Notes due 2031, the offer of which has been registered under theSecurities Act (the “Exchange 2.400% 2031 Notes”);up to $351,518,000 principal amount of 4.900% Notes due 2034 (the “Original 4.900% 2034 Notes”) fora like principal amount of 4.900% Notes due 2034, the offer of which has been registered under theSecurities Act (the “Exchange 4.900% 2034 Notes”);up to $391,912,000 principal amount of 3.900% Notes due 2035 (the “Original 3.900% 2035 Notes”) fora like principal amount of 3.900% Notes due 2035, the offer of which has been registered under theSecurities Act (the “Exchange 3.900% 2035 Notes”);up to $619,635,000 principal amount of 3.250% Notes due 2041 (the “Original 3.250% 2041 Notes”) fora like principal amount of 3.250% Notes due 2041, the offer of which has been registered under theSecurities Act (the “Exchange 3.250% 2041 Notes”);up to $444,611,000 principal amount of 3.875% Notes due 2042 (the “Original 3.875% 2042 Notes”) fora like principal amount of 3.875% Notes due 2042, the offer of which has been registered under theSecurities Act (the “Exchange 3.875% 2042 Notes”);up to $391,769,000 principal amount of 4.100% Notes due 2043 (the “Original 4.100% 2043 Notes”) fora like principal amount of 4.100% Notes due 2043, the offer of which has been registered under theSecurities Act (the “Exchange 4.100% 2043 Notes”);up to $541,689,000 principal amount of 5.100% Notes due 2044 (the “Original 5.100% 2044 Notes”) fora like principal amount of 5.100% Notes due 2044, the offer of which has been registered under theSecurities Act (the “Exchange 5.100% 2044 Notes”);up to $503,830,000 principal amount of 4.100% Notes due 2045 (the “Original 4.100% 2045 Notes”) fora like principal amount of 4.100% Notes due 2045, the offer of which has been registered under theSecurities Act (the “Exchange 4.100% 2045 Notes”);up to $913,438,000 principal amount of 4.750% Notes due 2045 (the “Original 4.750% 2045 Notes”) fora like principal amount of 4.750% Notes due 2045, the offer of which has been registered under theSecurities Act (the “Exchange 4.750% 2045 Notes”); (14)(15)(16)(17)(18)(19)(20)(21)(22)up to $1,007,069,000 principal amount of 4.550% Notes due 2046 (the “Original 4.550% 2046 Notes”)for a like principal amount of 4.550% Notes due 2046, the offer of which has been registered under theSecurities Act(the“Exchange 4.550% 2046 Notes”);up to $604,653,000 principal amount of 4.400% Notes due 2047 (the “Original 4.400% 2047 Notes”) fora like principal amount of 4.400% Notes due 2047, the offer of which has been registered under theSecurities Act (the “Exchange 4.400% 2047 Notes”);up to $743,435,000 principal amount of 4.050% Notes due 2048 (the “Original 4.050% 2048 Notes”) fora like principal amount of 4.050% Notes due 2048, the offer of which has been registered under theSecurities Act (the “Exchange 4.050% 2048 Notes”);up to $696,469,000 principal amount of 4.950% Notes due 2048 (the “Original 4.950% 2048 Notes”) fora like principal amount of 4.950% Notes due 2048, the offer of which has been registered under theSecurities Act (the “Exchange 4.950% 2048 Notes”);up to $1,047,658,000 principal amount of 5.250% Notes due 2050 (the “Original 5.250% 2050 Notes”)for a like principal amount of 5.250% Notes due 2050, the offer of which has been registered under theSecurities Act(the“Exchange 5.250% 2050 Notes”);up to $213,040,000 principal amount of 4.500% Notes due 2065 (the “Original 4.500% 2065 Notes”) fora like principal amount of 4.500% Notes due 2065, the offer of which has been registered under theSecurities Act (the “Exchange 4.500% 2065 Notes”);up to €391,747,000 principal amount o