Except with respect to the amendments described above with respect to the consideration
payable to eligible holders of Majority Existing Notes and Non-Majority Existing Notes, respectively, who validly tender their Existing Notes after the Early Participation Date but before the Expiration Date,
all terms of the Exchange Offers and Consent Solicitations set forth in the Offering Memorandum (as defined herein) remain unchanged.
The
Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated January 7, 2025 (the Offering
Memorandum).
Each Exchange Offer will expire at 5:00 p.m., New York City time, on February 6, 2025, unless extended or
terminated (such date and time with respect to an Exchange Offer, as may be extended for such Exchange Offer, the Expiration Date). The right of a holder of tendered Existing Notes to withdraw all or a portion of such holders
tendered Existing Notes from the Exchange Offers and Consent Solicitations expired as of 5:00 p.m., New York City time, on January 22, 2025. The settlement date for each Exchange Offer and Consent Solicitation will be promptly following the
Expiration Date of such Exchange Offer and Consent Solicitation.
The Exchange Offers and Consent Solicitations are being made in
connection with the contemplated Separation (as defined herein). The Separation is not conditioned upon the completion of any of the Exchange Offers or Consent Solicitations, and none of the Exchange Offers or Consent Solicitations is conditioned
upon completion of the Separation. As used in this press release, the Separation means any sale, exchange, transfer, distribution, or other disposition of assets and/or capital stock of one or more subsidiaries of FedEx resulting in the
separation of the FedEx Freight business through the capital markets to create a new publicly traded company.
In this press release,
references to the Existing USD Notes collectively refer to FedExs existing 3.400% Notes due 2028, 4.200% Notes due 2028, 3.100% Notes due 2029, 4.250% Notes due 2030, 2.400% Notes due 2031, 4.900% Notes due 2034, 3.900% Notes due
2035, 3.250% Notes due 2041, 3.875% Notes due 2042, 4.100% Notes due 2043, 5.100% Notes due 2044, 4.100% Notes due 2045, 4.750% Notes due 2045, 4.550% Notes due 2046, 4.400% Notes due 2047, 4.050% Notes due 2048, 4.950% Notes due 2048, 5.250% Notes
due 2050 and 4.500% Notes due 2065. References to the Existing Euro Notes collectively refer to FedExs existing 0.450% Notes due 2029, 1.300% Notes due 2031 and 0.950% Notes due 2033. The Existing USD Notes and the Existing Euro
Notes are referred to herein collectively as the Existing Notes. References to New USD Notes collectively refer to FedExs new 3.400% Notes due 2028, 4.200% Notes due 2028, 3.100% Notes due 2029, 4.250% Notes due 2030, 2.400% Notes
due 2031, 4.900% Notes due 2034, 3.900% Notes due 2035, 3.250% Notes due 2041, 3.875% Notes due 2042, 4.100% Notes due 2043, 5.100% Notes due 2044, 4.100% Notes due 2045, 4.750% Notes due 2045, 4.550% Notes due 2046, 4.400% Notes due 2047, 4.050%
Notes due 2048, 4.950% Notes due 2048, 5.250% Notes due 2050 and 4.500% Notes due 2065. References to New Euro Notes collectively refer to FedExs new 0.450% Notes due 2029, 1.300% Notes due 2031 and 0.950% Notes due 2033. The New
USD Notes and the New Euro Notes are referred to herein collectively as the New Notes.
The New Notes of each series will accrue interest
from (and including) the most recent date on which interest has been paid (or, in the case of the 3.400% Notes due 2028 and 4.050% Notes due 2048, February 15, 2025) on the corresponding series of Existing Notes accepted in the Exchange Offers.
Except as set forth above, no accrued but unpaid interest will be paid with respect to Existing Notes tendered for exchange, subject to the right of holders of record of the 3.400% Notes due 2028 and 4.050% Notes due 2048 as of the close of business
on February 1, 2025 (the regular record date for each such series of Existing Notes) to receive accrued and unpaid interest on such Existing Notes on February 17, 2025 (the first business day following the regular interest payment date for
each such series of Existing Notes of February 15, 2025).