FedEx Corp. announced the commencement of offers to exchange any and all of its outstanding senior notes of the series for new notes to be issued by FedEx. As previously disclosed, FedEx has announced that its Board of Directors has decided to pursue a full separation of its FedEx Freight business through the capital markets, creating a new publicly traded company.

The Exchange Offers and Consent Solicitations (each as defined herein) are being made in connection with the con templated Separation. 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 the completion of the Separation. The Separation will allow for more customized operational execution along with more tailored investment and capital allocation strategies to serve the unique and evolving needs of both the global parcel and the less-than-truckload markets.

FedEx and FedEx Freight will also maintain the strategic advantages of cooperation on key commercial, operational and technology initiatives. FedEx believes that customers of both businesses will continue to enjoy the same superior service, speed and coverage they have come to expect from FedEx. The capital structure and financial policy of FedEx and FedEx Freight are important components of the Separation.

To that end, FedEx does not intend to increase the leverage of FedEx in connection with the Separation. The Separation, together with certain related transactions, is intended to qualify as a transaction that is tax-free to FedEx stockholders for U.S. federal income tax purposes and is expected to be executed within the next 18 months. The Exchange Offers and the Consent Solicitations are being made to help FedEx and FedEx Freight optimize their respective capital structures after the Separation.

For each $1,000 principal amount of Existing USD Notes (as defined herein) or ?1,000 principal amount of Existing Euro Notes (as defined herein), as applicable, accepted for exchange. Includes Early Participation Payment (as defined herein). Concurrently with the offers to exchange (each, an ?Exchange Offer?

and, collectively, the ?Exchange Offers?) the Existing Notes for New Notes, FedEx is also soliciting consents from eligible holders of each series of Existing Notes (each, a ?Consent Solicitation? and, collectively, the ?Consent Solicitations?) to adopt certain proposed amendments to each of the indentures (each, an ?Existing Indenture?) governing the Existing Notes of such series to provide for the automatic and unconditional release and discharge of the guarantee of FedEx Freight Inc. at the time it ceases to be a subsidiary (as defined in the Existing Indentures) of FedEx in connection with the Separation with respect to that series of the Existing Notes (collectively, the ?Proposed Amendments?). The Proposed Amendments will not amend or otherwise modify the provisions of the applicable indenture governing that series of the Existing Notes regarding the application of any proceeds upon the release of a 10% subsidiary guarantor.

Subject to the terms and conditions set forth in the Offering Memorandum (as defined herein), if the requisite noteholder consent is received with respect to a series of Existing Notes in accordance with the applicable Existing Indenture, such Existing Indenture will be amended with respect each such series of Existing Notes. 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 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?), and are conditioned upon certain conditions that may be waived by FedEx.

Any waiver of a condition by FedEx with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable. None of the Exchange Offers or Consent Solicitations is subject to a financing condition or a minimum amount of Existing Notes tendered. The Exchange Offers and Consent Solicitations with respect to each series of Existing Notes are independent of each other, and FedEx may complete any one or more of the Exchange Offers or Consent Solicitations without completing any of the other Exchange Offers or Consent Solicitations.