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Washington, D.C. 20549










Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 4, 2021




FedEx Corporation

(Exact name of registrant as specified in its charter)




Commission File Number 1-15829


Delaware 62-1721435
(State or other jurisdiction of
(IRS Employer
Identification No.)


942 South Shady Grove Road, Memphis, Tennessee 38120
(Address of principal executive offices) (ZIP Code)


Registrant’s telephone number, including area code: (901) 818-7500




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol   Name of each exchange on which
Common Stock, par value $0.10 per share   FDX   New York Stock Exchange
0.700% Notes due 2022   FDX 22B   New York Stock Exchange
1.000% Notes due 2023   FDX 23A   New York Stock Exchange
0.450% Notes due 2025   FDX 25A   New York Stock Exchange
1.625% Notes due 2027   FDX 27   New York Stock Exchange
1.300% Notes due 2031   FDX 31   New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨









Item 8.01. Other Events.


On May 4, 2021, FedEx Corporation issued €600,000,000 aggregate principal amount of its 0.450% Notes due 2029 and €650,000,000 aggregate principal amount of its 0.950% Notes due 2033.


We are filing this Current Report on Form 8-K for the purpose of incorporating by reference the exhibits filed herewith into the Registration Statement on Form S-3 (Registration No. 333-240157) by which those notes and related guarantees were registered.




Item 9.01. Financial Statements and Exhibits.


(d)       Exhibits.


1.1   Underwriting Agreement, dated April 20, 2021, among FedEx Corporation, the Significant Guarantors named therein and ING Bank N.V. and Mizuho International plc, on behalf of themselves and as representatives of the several underwriters named therein.
4.1   Indenture, dated as of October 23, 2015, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K of October 23, 2015).
4.2   Supplemental Indenture No. 13, dated as of May 4, 2021, between FedEx Corporation, the Guarantors named therein, Wells Fargo Bank, National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent.
4.3   Form of 0.450% Note due 2029 (included in Exhibit 4.2).
4.4   Form of 0.950% Note due 2033 (included in Exhibit 4.2).
5.1   Opinion of Davis Polk & Wardwell LLP regarding the legality of the notes and guarantees.
5.2   Opinion of Tracy B. Brightman, General Counsel, Senior Vice President Legal & Human Resources of FedEx Office and Print Services, Inc., regarding certain matters relating to FedEx Office and Print Services, Inc.
5.3   Opinion of Christina R. Conrad, Managing Director — Employment Law and Assistant Secretary of FedEx Freight, Inc., regarding certain matters relating to FedEx Freight, Inc.
23.1   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
23.2   Consent of Tracy B. Brightman (included in Exhibit 5.2).
23.3   Consent of Christina R. Conrad (included in Exhibit 5.3).
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  FedEx Corporation
Date: May 4, 2021 By: /s/ Herbert C. Nappier
      Name: Herbert C. Nappier
      Title: Executive Vice President, Treasurer, Tax & Corporate Development




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