FWP 1 a20-25644_4fwp.htm FWP

Free Writing Prospectus Filed Pursuant to Rule 433
Registration Statement No. 333-240157

FedEx Corporation 2020-1 EETC Investor Presentation July 2020

Forward-Looking and Safe Harbor Statements Certain statements in this presentation may be considered forward-looking statements, such as statements relating to management’s views with respect to future events and financial performance and underlying assumptions. Forward-looking statements include those preceded by, followed by or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the negative impacts of the COVID-19 pandemic; economic conditions in the global markets in which we operate; anti-trade measures and additional changes in international trade policies and relations; a significant data breach or other disruption to our technology infrastructure; our ability to successfully integrate the businesses and operations of FedEx Express and TNT Express in the expected time frame and at the expected cost and to achieve the expected benefits from the combined businesses; our ability to successfully implement our business strategy, effectively respond to changes in market dynamics and achieve the anticipated benefits and associated cost savings of such strategies and actions; FedEx’s ability to maintain its strong reputation and the value of the FedEx brand; changes in fuel prices or currency exchange rates; our ability to match capacity to shifting volume levels; the impact of intense competition; evolving or new U.S. domestic or international government regulation or regulatory actions, future guidance, regulations, interpretations or challenges to our tax position relating to the Tax Cuts and Jobs Act (TCJA), including our ability to defend our interpretations of the TCJA; our ability to effectively operate, integrate, leverage and grow acquired businesses; legal challenges or changes related to service providers engaged by FedEx Ground and the drivers providing services on their behalf; an increase in self-insurance accruals and expenses; disruptions or modifications in service by, or changes in the business or financial soundness of, the U.S. Postal Service; the impact of any international conflicts or terrorist activities; our ability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography; and other factors which can be found in FedEx Corp.’s and its subsidiaries’ press releases and FedEx Corp.’s filings with the Securities and Exchange Commission (SEC). Any forward-looking statement speaks only as of the date on which it is made. We do not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. The Investor Presentation highlights basic information about the issuer and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing. 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 prospectus in that registration statement 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 the offering will arrange to send you the prospectus if you request it by contacting Citigroup Global Markets Inc. toll-free at 1-800-285-3000, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611 or Morgan Stanley & Co. LLC toll-free at 1-800-718-1649.

Today’s Presenters Mike Lenz Executive Vice President and Chief Financial Officer-Elect Bert Nappier Executive Vice President-Treasurer, Tax and Corporate Development 3

Introduction Section 1

Transaction Overview Federal Express Corporation (“FDX” or “FedEx”) intends to raise $690,000,000 through the offering of Class AA Pass Through Certificates, Series 2020-1 (the “Certificates” or “FDX 2020-1”) The Equipment Notes underlying the FDX 2020-1 Certificates will have the benefit of a security interest in 14 Boeing aircraft that were delivered new to FedEx between September 2015 and June 2020 4x Boeing 777F aircraft delivered between November 2017 and June 2020 10x Boeing 767-300F aircraft delivered between September 2015 and January 2019 The Certificates offered in the transaction will include one tranche of amortizing debt Class AA senior tranche with a 13.5 year maturity and a 54.9% Initial / 54.9% Max Loan-to-Value ratio (“LTV”) (1) Joint Structuring Agents and Lead Bookrunners: Citi, Deutsche Bank, Morgan Stanley Liquidity Facility Provider: BNP Paribas, acting through its New York branch Notes: Initial and Max LTV for the Certificates calculated as of August 13, 2020, which is assumed to be the closing date for the issuance of the Certificates (the “Closing Date”) 5

FedEx 2020-1 Transaction Summary Notes: Initial and max LTV for the Certificates calculated as of the Closing Date Weighted Average life is calculated as of the Closing Date The Final Legal Distribution Date for the Certificates is 18 months after the Final Expected Distribution Date for the Certificates, which represents the period corresponding to the Liquidity Facility coverage on the Certificates of three successive semi-annual interest payments Class AA Aggregate Face Amount $690,000,000 Expected Ratings (Moody’s / S&P) Aa3 / AA- Initial LTV / Max LTV (1) 54.9% / 54.9% Weighted Average Life (years) (2) 8.8 Regular Distribution Dates February 20 and August 20 Final Expected Distribution Date February 20, 2034 Final Legal Distribution Date(3) August 20, 2035 Section 1110 Protection Yes Liquidity Facility Coverage Three semi-annual interest payments 6

Key Structural Elements One Class of Certificates Offered The Certificates will benefit from a liquidity facility covering three consecutive semi-annual interest payments FedEx retains option to issue additional subordinated classes of Series 2020-1 certificates at any time in the future Cross-Collateralization and Cross-Default of all Aircraft The Equipment Notes will be cross-collateralized by all aircraft in the portfolio All indentures will include cross-default provisions Waterfall (consistent with precedent EETC transactions) Same waterfall both before and after an event of default Payments to the Subordination Agent at the top of the waterfall include costs and expenses actually incurred as well as reasonably likely to be incurred during the next interest period, up to a maximum amount of $150,000 Buyout Rights After a Certificate Buyout Event, any holders of any class of subordinated certificates (if issued) have the right to purchase all (but not less than all) of the then outstanding Class AA Certificates at par plus accrued and unpaid interest No buyout right during the 60-day Section 1110 Period, unless FedEx has abandoned any aircraft prior to the expiry of the 60-day period No buyout right if FedEx enters into Section 1110(a)(2) agreement and continues to perform under the EETC No Equipment Note buyout rights Substitution “Traditional Substitution Rights” – FedEx may replace an airframe financed in the transaction with a substitute airframe of the same type so long as: No Indenture Event of Default has occurred and is continuing at the time of substitution; The substitute airframe has a date of manufacture no earlier than one year prior to the date of manufacture of the airframe subject to the lien of such related Indenture on the issuance date of the Series AA Equipment Notes under such related Indenture; and The substitute airframe has an appraised current market value, adjusted for its maintenance status, at least equal to the airframe being substituted by such substitute airframe (assuming that the airframe being substituted has been maintained in accordance with such related Indenture) 7

2020-1 Collateral Overview Section 2

Aircraft Collateral Summary Maintenance-Adjusted Base Values Notes: Lesser of the mean and median of the maintenance adjusted base values (“LMM”) as provided by Aircraft Information Services, Inc. (“AISI”) as of July 1, 2020, Avitas, Inc. (“Avitas”) as of June 26, 2020 and mba Aviation (“mba”) as of June 30, 2020 Minimum collateral cushion is calculated as of February 15, 2021, the first Regular Distribution Date, using the Maximum LTV set forth under “Loan to Aircraft Value Ratios” in the summary of the Preliminary Prospectus Supplement FedEx will use the following 14 Aircraft as Collateral: FedEx obtained appraised values for the aircraft from AISI, Avitas, and mba. Aggregate LMM appraised value is approximately $1.3Bn(1) LMM(1) of the appraisals indicate a collateral cushion of 45.1% on the Certificates(2), which will increase over time as the Certificates amortize 9 Aircraft Aircraft Narrow / Registration Serial Engine MTOW Delivery Age No. Type Widebody Number Number Type (lbs) Date (yrs.) AISI Avitas mba LMM (1) 1 Boeing 767-300F Widebody N126FE 42718 CF6-80C2-BF6 408,000 Sep-15 4.9 65,940,000 54,100,110 59,630,000 59,630,000 2 Boeing 767-300F Widebody N130FE 42720 CF6-80C2-BF6 408,000 Feb-16 4.5 68,060,000 56,896,434 61,130,000 61,130,000 3 Boeing 767-300F Widebody N135FE 42722 CF6-80C2-BF6 408,000 Jun-16 4.2 70,270,000 60,551,959 62,390,000 62,390,000 4 Boeing 767-300F Widebody N138FE 42723 CF6-80C2-BF6 408,000 Jul-16 4.0 69,090,000 60,731,529 62,700,000 62,700,000 5 Boeing 767-300F Widebody N144FE 42726 CF6-80C2-BF6 408,000 Feb-17 3.5 70,910,000 56,930,433 64,920,000 64,253,478 6 Boeing 767-300F Widebody N151FE 43630 CF6-80C2-BF6 408,000 Oct-17 2.8 72,060,000 61,014,180 67,600,000 66,891,393 7 Boeing 767-300F Widebody N153FE 63095 CF6-80C2-BF6 408,000 Dec-17 2.7 72,040,000 61,014,180 68,270,000 67,108,060 8 Boeing 767-300F Widebody N155FE 43631 CF6-80C2-BF6 408,000 Feb-18 2.5 72,910,000 62,138,909 68,940,000 67,996,303 9 Boeing 767-300F Widebody N168FE 63100 CF6-80C2-BF6 408,000 Nov-18 1.8 73,700,000 66,608,262 72,130,000 70,812,754 10 Boeing 767-300F Widebody N172FE 63103 CF6-80C2-BF6 408,000 Jan-19 1.6 74,750,000 67,982,333 72,830,000 71,854,111 11 Boeing 777F Widebody N897FD 42705 GE90-115B 766,000 Nov-17 2.7 138,940,000 139,437,146 145,340,000 139,437,146 12 Boeing 777F Widebody N891FD 41440 GE90-115B 766,000 Jun-18 2.2 146,380,000 143,849,991 150,410,000 146,380,000 13 Boeing 777F Widebody N876FD 40682 GE90-115B 766,000 Jun-19 1.1 153,310,000 153,125,581 159,460,000 153,310,000 14 Boeing 777F Widebody N845FD 66255 GE90-115B 766,000 Jun-20 0.2 161,682,547 163,992,739 169,300,000 163,992,739 2.4 $1,310,042,547 $1,208,373,786 $1,285,050,000 $1,257,885,984 Base Value ($) TOTAL / WA

2020-1 Collateral Fleet Breakdown FedEx has 398 aircraft in its current owned trunk fleet, including 86x Boeing 767F and 40x Boeing 777F aircraft(1) 14 of these aircraft will serve as collateral for FDX 2020-1; High quality aircraft collateral consisting of freighter, widebody aircraft with strategic importance to FedEx Collateral Pool Aircraft Type, by appraised value(2) Aircraft Delivery, by year Average Age(4) FedEx Fleet FDX 2020-1 Pool 767F ~3 years 3.2 years 777F ~6 years 1.5 years Notes: Aircraft counts are as of May 31, 2020; excludes ATR 42, ATR 72, and Cessna-208 aircraft; FedEx also leases three additional Boeing 777F aircraft Based on the LMM of the maintenance adjusted base values as provided by AISI, Avitas and mba Calculated as of the Closing Date. Average age weighted by LMM of the maintenance adjusted base values as provided by AISI, Avitas and mba Represents the simple average calculated as of the Closing Date Weighted Average Age: 2.4 years(3) No. of Aircraft 10 767 - 300F 52% 777F 48% 0.0 1.0 2.0 3.0 4.0 2015 2016 2017 2018 2019 2020 Boeing 767-300F Boeing 777F

Boeing 767-300F Aircraft Characteristics Notes: Source: Boeing Source: Ascend by Cirium Market Commentary, published April 23, 2020 Source: FedEx Includes both 767-300F freighters and 767-300ER passenger variants Includes aircraft on order Source: FedEx, includes commitments to purchase Includes 767-300 Freighter aircraft only The 767-300F’s intercontinental range and leading fuel efficiency positions the aircraft as the leading medium-widebody freighter aircraft in the market(1) 767-300F valuations have remained stable during COVID-19, resisting the headwinds that have significantly impacted the passenger variant The 767-300F has additional value over other freighters, in that it is more appropriately sized for e-commerce demand(1) Boeing has increased production of the aircraft in order to address military and freighter backlog(2) Aircraft Importance to FedEx FedEx has 44 firm orders remaining to be delivered in 2020 to 2023 and the option to purchase 50 additional aircraft to be delivered through 2028(3) The 767-300F aircraft are core to FedEx’s fleet modernization strategy, which has improved fleet fuel efficiency and fleet reliability Represents a significant portion of FedEx’s overall fleet, ~21.6% of overall fleet, by count(3) Represents the youngest aircraft type in the fleet, with an average age of ~3 years Boeing 767-300F Top Operators(4)(5) Top Lessors(4)(5) FedEx(6) 132 UPS 78 Delta Airlines 56 United Airlines 38 Prime Air 35 Total 339 Cargo Aircraft Mgmt. 59 AerCap 28 GECAS 26 Titan Aviation Leasing 21 Castlelake 10 Total 144 Geographic Distribution Fleet Overview(7) Source: Cirium, as of June 25, 2020 In service 282 Stored 5 On Order 51 Total 338 11 Source: Cirium, as of June 25, 2020 Source: Cirium, as of June 25, 2020 N. America 53% Asia - Pacific 11% Europe 9% Lat. Am & Carib 10% Europe 13% Africa 4%

Boeing 777F Aircraft Characteristics Notes: Source: Ascend by Cirium Market Commentary, published April 23, 2020 Source: FedEx Includes aircraft on order and leases Source: FedEx, includes leased and commitments to purchase Includes 777F Freighter aircraft only The 777F is expected to be the dominant long-haul freighter into the 2020s, with no direct competitor(1) Demand for 777F has proven to be able to withstand challenging market backdrops due to its market leading efficiency and payload(1) Operators seeking the most efficient capacity have continued to drive demand; Currently, there is a backlog of nearly two years worth of production(1) The 777F is capable flying routes of up to 9,065km, even at maximum capacity – the longest range for a twin engine aircraft in the market Aircraft Importance to FedEx FedEx has 14 firm orders to be delivered between 2020 and 2024 and the option to purchase 25 additional aircraft to be delivered through 2027(2) The 777F aircraft are core to FedEx’s fleet modernization strategy, which has improved fleet fuel efficiency, fleet reliability, range, and payload vs the MD-11F Represents a significant portion of FedEx’s overall fleet, ~10.1% of overall fleet by count(2) Represents the second youngest aircraft type in the fleet, with an average age of ~6 years Boeing 777F Top Operators(3) Top Lessors(3) FedEx(4) 58 Qatar Airways 26 AeroLogic 15 China Southern Airlines 14 Korean Air 12 Total 125 DAE Capital 12 Titan Aviation Leasing 8 Hong Kong Int’l Aviation Leasing 6 FPG Amentum 4 BBAM 4 Total 34 Geographic Distribution Fleet Overview(5) Source: Cirium, as of June 25, 2020 In service 189 Stored 1 On Order 47 Total 237 12 Source: Cirium, as of June 25, 2020 Source: Cirium, as of June 25, 2020 N. America 30% Asia - Pacific 27% Middle East 22% Europe 16% Africa 5%

Freighter Market Overview(1) Freighters have benefited from a robust e-commerce delivery economy since 2000, becoming a primary method of delivery for major sectors of the global economy 767-300F and 777F are more secure freighter aircraft in terms of future outlook relative to comparable freighter aircraft due to the aircraft’s market leading efficiency and capacity Correlation observed between freighter growth and GDP growth since 2000 Freighter aircraft being actively utilized, even through COVID-19, and aircraft sitting on the ground are generally in flight testing or conversion Factory freighter aircraft, such as FedEx’s 767-300F and 777F, are expected to prove more resilient in the coming years, as they are viewed as generally younger and more fuel efficient than comparable converted freighter aircraft(2) A typical freighter’s expected useful life is 30+ years Freighters typically have a 15-20 year lifespan after conversion Lease rate projections over the next five years are favorable for both the 767-300F and 777F due to the following attributes: Boeing 767-300F Supported by limited conversion feedstock and no other comparable sized freighters Most popular and widely used model in the sector Collateral is seen as a long term investment Boeing 777F Positive outlook on collateral, as it is more efficient and more in demand than the comparable 747 and MD-11F aircraft The efficiency of this aircraft draws a high quality operator base The aircraft benefits from strong demand in Asia 13 Notes: Source: IBA Webinar, May 2020, with the exception of footnote 2 Source: mba Appraisal Letter, July 2020

Company Overview Section 3

Over 220 countries and territories, every address in the U.S. 679 aircraft and more than 180,000 motorized vehicles More than 5,000 operating facilities; more than 650 airports served worldwide Sorts and processes over 16M shipments per day Over 500,000 team members worldwide Unmatched Global Network Links More Than 99% of World’s GDP 15

Broad Portfolio of Services FY20 Revenues: $69.2 billion Team Members: More than 500,000 Countries and Territories Served: More than 220 51% 33% 10% 6% FedEx Express, FedEx Ground, and FedEx Freight represent segment revenue. *Other and eliminations primarily includes revenue from FedEx Logistics and FedEx Office. $35.5 Billion $22.7 Billion $7.1 Billion $3.9 Billion* Express Ground Freight Other & eliminations* FedEx Ground (FXG) 0.4% FedEx Freight (FXF) 1.4% FedEx Express (FXE) 1.4% FXE+FXG 15.6% FXE+FXF 0.3% All Opcos 80.7% FXG+FXF 0.2% Revenue from U.S. payors for the period Sept 2018–Oct 2019. Customer defined at the Country HQ level. FXG includes FedEx SmartPost service revenue. 16 Bundle of Solutions 96.8% of U.S. revenue comes from customers of two or more operating companies (% of Revenue)

COVID-19 Impact The safety and well-being of FedEx team members and customers remains our first priority. Virtually all revenue and expense line items were affected by the pandemic during the fourth quarter. Operating costs increased by approximately $125 million during the fourth quarter to provide team members with critical personal protective equipment and support social distancing, while continuing to provide essential services to our customers. 17

FedEx Express: Long-Term Opportunity Integration of TNT expected to provide growth opportunities and reduce operational costs Improving hub automation Modernizing air fleet for greater reliability and fuel efficiency Continuing yield management International revenue growth 18

Milestones for Integration End of FY20 FY21 FY22 International air network interoperability Integrating linehaul and pickup-and-delivery operations Will begin offering an enhanced portfolio of international services Final phase of air network integration European Ground Interoperability- Flow volume between networks supported by technology Linking import and transit clearance Enabling cross-sort capabilities 19

FedEx Ground: Building A Better Business Superior service, innovation and speed advantage Three distinct services: FedEx Ground®, FedEx Home Delivery®, FedEx SmartPost® Flexible business model Now operating seven days per week year-round in the U.S., with residential delivery on Sundays With seven day delivery, 28% of Ground volume is delivered up to two days earlier than before 20

FedEx Freight: Competitive Advantages The only nationwide LTL that offers Priority and Economy from one network Priority: Fastest published times of any nationwide LTL* Focused on improving margins with a better balance of volume, pricing and capacity Expanding FedEx Freight Direct service for heavy and hard to handle items requiring delivery inside the home or business Investing in safety and efficiency improvements * As of October 2019 21

Corporate Social Responsibility Environmental Impact 40% reduction in CO2 emissions intensity on a revenue basis from FY2009-FY2019 Reduced aircraft emissions intensity by 24% through FY2019 from a 2005 baseline Increased FedEx Express vehicle fuel efficiency by 41% through FY2019 from a 2005 baseline Diversity and Inclusion Women represent 23% of FedEx management employees globally Minorities comprise 37% of management employees in the United States Community Commitment Invested $219 million in 200 communities around the world from CY2016-CY2019 FedEx team members completed over 105,000 volunteer hours in over 500 local communities in FY2019 Source: sustainability.fedex.com 22

Notes: On June 25, 2020, FedEx Express executed a contract amendment rescheduling B767F aircraft deliveries. The table above reflects this change As of May 31, 2020, FedEx is committed to purchase 46 B767Fs As of May 31, 2020, FedEx is committed to purchase 15 B777Fs As of May 31, 2020, FedEx is committed to purchase 50 Cessna SkyCourier 408s As of May 31, 2020, FedEx is committed to purchase 30 ATR-72 600Fs Leased aircraft disposition determined at expiration Leased aircraft will be returned at lease expiration FedEx Express Aircraft Fleet Statistics 23