GENERAL



The following Management's Discussion and Analysis of Results of Operations and
Financial Condition ("MD&A") describes the principal factors affecting the
results of operations, liquidity, capital resources, contractual cash
obligations and critical accounting estimates of FedEx Corporation ("FedEx").
This discussion should be read in conjunction with the accompanying quarterly
unaudited condensed consolidated financial statements and our Annual Report on
Form 10-K for the year ended May 31, 2019 ("Annual Report"). Our Annual Report
includes additional information about our significant accounting policies,
practices and the transactions that underlie our financial results, as well as a
detailed discussion of the most significant risks and uncertainties associated
with our financial condition and operating results.

We provide a broad portfolio of transportation, e-commerce and business services
through companies competing collectively, operating independently and managed
collaboratively, under the respected FedEx brand. Our primary operating
companies are Federal Express Corporation ("FedEx Express"), including TNT
Express B.V. ("TNT Express"), the world's largest express transportation
company; FedEx Ground Package System, Inc. ("FedEx Ground"), a leading North
American provider of small-package ground delivery services; and FedEx Freight
Corporation ("FedEx Freight"), a leading North American provider of
less-than-truckload ("LTL") freight transportation services. These companies
represent our major service lines and, along with FedEx Corporate Services, Inc.
("FedEx Services"), constitute our reportable segments.

Our FedEx Services segment provides sales, marketing, information technology,
communications, customer service, technical support, billing and collection
services, and certain back-office functions that support our operating segments.
See "Reportable Segments" for further discussion. Additional information on our
businesses can be found in our Annual Report.

As discussed in our Annual Report, as of June 1, 2019 the results of the FedEx
Office and Print Services, Inc. ("FedEx Office") operating segment are included
in "Corporate, other and eliminations." This change was made to reflect our
internal management reporting structure. Prior year amounts have been revised to
conform to the current year presentation.

The key indicators necessary to understand our operating results include:

• the overall customer demand for our various services based on macroeconomic

factors and the global economy;

• the volumes of transportation services provided through our networks,

primarily measured by our average daily volume and shipment weight and size;

• the mix of services purchased by our customers;

• the prices we obtain for our services, primarily measured by yield (revenue

per package or pound or revenue per shipment or hundredweight for LTL freight

shipments);

• our ability to manage our cost structure (capital expenditures and operating

expenses) to match shifting volume levels; and

• the timing and amount of fluctuations in fuel prices and our ability to

recover incremental fuel costs through our fuel surcharges.




Many of our operating expenses are directly impacted by revenue and volume
levels, and we expect these operating expenses to fluctuate on a year-over-year
basis consistent with changes in revenues and volumes. Therefore, the discussion
of operating expense captions focuses on the key drivers and trends impacting
expenses other than those factors strictly related to changes in revenues and
volumes. The line item "Other operating expense" includes costs associated with
outside service contracts (such as facility services and cargo handling,
temporary labor and security), insurance, professional fees and uniforms.

Except as otherwise specified, references to years indicate our fiscal year
ending May 31, 2020 or ended May 31 of the year referenced and comparisons are
to the corresponding period of the prior year. References to our transportation
segments include, collectively, the FedEx Express segment, the FedEx Ground
segment and the FedEx Freight segment.

                                     - 32 -

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RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

The following tables compare summary operating results and changes in revenue
and operating income (dollars in millions, except per share amounts) for the
periods ended November 30:



                                      Three Months Ended         Percent           Six Months Ended         Percent
                                       2019          2018        Change            2019         2018        Change
Revenues                            $   17,324     $ 17,824            (3 )      $ 34,372     $ 34,876            (1 )
Operating income (loss):
FedEx Express segment                      236          630           (63 )           521        1,018           (49 )
FedEx Ground segment                       342          590           (42 )           986        1,266           (22 )
FedEx Freight segment                      141          148            (5 )           335          324             3

Corporate, other and eliminations (165 ) (200 ) 18


         (311 )       (369 )          16
Consolidated operating income              554        1,168           (53 )         1,531        2,239           (32 )
Operating margin:
FedEx Express segment                      2.6 %        6.6 %        (400 ) bp        2.9 %        5.4 %        (250 ) bp
FedEx Ground segment                       6.4 %       11.5 %        (510 ) bp        9.4 %       12.7 %        (330 ) bp
FedEx Freight segment                      7.6 %        7.7 %         (10 ) bp        8.9 %        8.4 %          50   bp
Consolidated operating margin              3.2 %        6.6 %        (340 ) bp        4.5 %        6.4 %        (190 ) bp
Consolidated net income             $      560     $    935           (40 )      $  1,305     $  1,770           (26 )
Diluted earnings per share          $     2.13     $   3.51           (39 )      $   4.97     $   6.60           (25 )




                                                 Change in Revenue                Change in Operating Income (Loss)
                                           Three Months        Six Months       Three Months             Six Months
                                              Ended               Ended             Ended                   Ended
FedEx Express segment                     $         (520 )     $      (797 )   $          (394 )       $          (497 )
FedEx Ground segment                                 173               553                (248 )                  (280 )
FedEx Freight segment                                (74 )            (128 )                (7 )                    11
FedEx Services segment                                 1                (4 )                 -                       -
Corporate, other and eliminations                    (80 )            (128 )                35                      58
                                          $         (500 )     $      (504 )   $          (614 )       $          (708 )


Overview

Consolidated operating income declined during both the second quarter and first
half of 2020 primarily due to weaker global economic conditions, increased costs
to expand services, the loss of business from a large customer and the later
timing of the Thanksgiving holiday, which shifted Cyber Week into December.
Continued mix shift to lower-yielding services and an increased competitive
pricing environment negatively impacted our results during the second quarter
and first half of 2020. During the second quarter of 2020, we recorded asset
impairment charges of $66 million ($50 million, net of tax, or $0.19 per diluted
share) associated with the decision to permanently retire certain aircraft and
related engines at FedEx Express (see "Asset Impairment Charges" below for more
information). These factors were partially offset by lower variable incentive
compensation expenses and increased yields at FedEx Freight. Lower variable
incentive compensation expenses benefited the comparison of our results by
approximately $65 million in the second quarter and $365 million in the first
half of 2020. Our first half 2020 results were negatively impacted by
approximately $100 million due to one fewer operating day.

Consolidated net income for the second quarter and first half of 2020 includes a
tax benefit of $133 million ($0.51 per diluted share) from the reduction of a
valuation allowance on certain foreign tax loss carryforwards. See the "Income
Taxes" section below for more information.

                                     - 33 -

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We incurred TNT Express integration expenses totaling $64 million ($50 million,
net of tax, or $0.19 per diluted share) in the second quarter and $135 million
($105 million, net of tax, or $0.40 per diluted share) in the first half of
2020, a $50 million decrease from the second quarter and a $100 million decrease
from the first half of 2019. The integration expenses are predominantly
incremental costs directly associated with the integration of TNT Express,
including professional and legal fees, salaries and employee benefits, travel
and advertising expenses, and include any restructuring charges at TNT Express.
Internal salaries and employee benefits are included only to the extent the
individuals are assigned full-time to integration activities. These costs were
incurred at FedEx Express and FedEx Corporate. The identification of these costs
as integration-related expenditures is subject to our disclosure controls and
procedures.

                                     - 34 -

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The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected volume trends (in thousands) over the five most recent quarters:


                               [[Image Removed]]

(1) International domestic average daily package volume relates to our

international intra-country operations. International export average daily

package volume relates to our international priority and economy services.

(2) International average daily freight pounds relates to our international


       priority, economy and airfreight services.


                                     - 35 -

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The following graphs for FedEx Express, FedEx Ground and FedEx Freight show selected yield trends over the five most recent quarters:


                               [[Image Removed]]

(1) International export revenue per package relates to our international

priority and economy services. International domestic revenue per package

relates to our international intra-country operations.

(2) International revenue per pound relates to our international priority,


       economy and airfreight services.


                                     - 36 -

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Revenue



Revenues decreased 3% in the second quarter and 1% in the first half of 2020
primarily due to the loss of business from a large customer, macroeconomic
weakness and lower fuel surcharges at all of our transportation segments,
partially offset by residential delivery volume growth at FedEx Ground. In
addition, one fewer operating day at all of our transportation segments
negatively impacted revenue in the first half of 2020. Revenues at FedEx Express
decreased 5% in the second quarter and 4% in the first half of 2020 primarily
due to the loss of business from a large customer, macroeconomic weakness and
trade uncertainty driving lower freight revenue and unfavorable exchange rates.
At FedEx Ground, revenues increased 3% in the second quarter of 2020 due to
residential delivery volume growth. Revenues at FedEx Ground increased 6% in the
first half of 2020 due to residential delivery volume growth and increased
yields. Additionally, the timing of peak-related revenue shifting to the third
quarter this year, as well as the loss of business from a large customer,
negatively impacted revenue comparisons during the second quarter and first half
of 2020. FedEx Freight revenues decreased 4% in the second quarter and 3% in the
first half of 2020 due to decreased average daily shipments, partially offset by
higher revenue per shipment.

Operating Expenses

The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the periods ended November 30:



                                   Three Months Ended         Percent          Six Months Ended         Percent
                                    2019          2018        Change           2019         2018        Change
Operating expenses:
Salaries and employee benefits   $    6,235     $  6,260             -       $ 12,322     $ 12,520            (2 )
Purchased transportation              4,328        4,346             -          8,356        8,313             1
Rentals and landing fees                924          836            11          1,844        1,659            11
Depreciation and amortization           901          828             9          1,780        1,636             9
Fuel                                    890        1,052           (15 )        1,760        2,038           (14 )
Maintenance and repairs                 774          751             3          1,542        1,486             4
Asset impairment charges                 66            -            NM             66            -            NM
Other                                 2,652        2,583             3          5,171        4,985             4
Total operating expenses             16,770       16,656             1         32,841       32,637             1
Operating income                 $      554     $  1,168           (53 )     $  1,531     $  2,239           (32 )




                                                  Percent of Revenue
                                    Three Months Ended             Six Months Ended
                                   2019             2018          2019           2018
Operating expenses:
Salaries and employee benefits        36.0    %      35.1   %       35.8    %     35.9   %
Purchased transportation              25.0           24.4           24.3          23.8
Rentals and landing fees               5.3            4.7            5.4           4.8
Depreciation and amortization          5.2            4.6            5.2           4.7
Fuel                                   5.1            5.9            5.1           5.8
Maintenance and repairs                4.5            4.2            4.5           4.3
Asset impairment charges               0.4              -            0.2             -
Other                                 15.3           14.5           15.0          14.3
Total operating expenses              96.8           93.4           95.5          93.6
Operating margin                       3.2    %       6.6   %        4.5    %      6.4   %


Our results declined in the second quarter and first half of 2020 primarily due
to weaker global economic conditions, increased costs to expand services, the
loss of business from a large customer and the later timing of the Thanksgiving
holiday, which shifted Cyber Week into December. In addition, continued mix
shift to lower-yielding services and an increased competitive pricing
environment negatively impacted our results during the second quarter and first
half of 2020. Our results were also negatively impacted by one fewer operating
day at all of our transportation segments in the first half of 2020. These items
were partially offset by lower variable incentive compensation expenses and
increased yields at FedEx Freight. During the second quarter of 2020, we
recorded asset impairment charges of $66 million ($50 million, net of tax, or
$0.19 per diluted share) associated with the decision to permanently retire
certain aircraft and related engines at FedEx Express (see "Asset Impairment
Charges" below for more information).

                                     - 37 -

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The adoption of the new lease accounting standard during the second quarter and
first half of 2020 resulted in a reclassification from other operating expense
to rentals and landing fees expense of $44 million in the second quarter and $91
million in the first half of 2020 and maintenance and repairs expense to rentals
and landing fees expense of $10 million in the second quarter and $22 million in
the first half of 2020. These amounts were reclassified in order to properly
align the lease and rental expenses to the appropriate line items in accordance
with the new standard and are excluded from the following year-over-year expense
change discussion.

Other operating expense increased 3% in the second quarter and 4% in the first
half of 2020 primarily due to higher self-insurance accruals at FedEx Ground and
higher outside service contract expense, including technology upgrades and
regulatory and clearance cost increases at FedEx Express. Salaries and employee
benefits expense decreased 2% in the first half of 2020 primarily due to lower
variable incentive compensation expenses, partially offset by merit increases.
Depreciation and amortization expense increased 9% in both the second quarter
and first half of 2020 primarily due to continued strategic investment programs
at all of our transportation segments. Maintenance and repairs expense increased
4% in the first half of 2020 primarily due to higher aircraft maintenance
expense at FedEx Express. Rentals and landing fees increased 11% in the first
half of 2020 primarily due to facility expansion at all of our transportation
segments. Purchased transportation costs increased 1% in the first half of 2020
primarily due to increased contractor settlement rates and higher volumes at
FedEx Ground, including expanding to six-day-per-week operations year-round in
January 2019. These items were partially offset by favorable exchange rates at
FedEx Express, lower utilization of third-party transportation providers at
FedEx Freight and FedEx Express and decreased fuel costs at FedEx Ground and
FedEx Freight.

Fuel

The following graph for our transportation segments shows our average cost of jet and vehicle fuel per gallon for the five most recent quarters:


                               [[Image Removed]]

Fuel expense decreased 15% in the second quarter and 14% in the first half of
2020 primarily due to decreased fuel prices. However, fuel prices represent only
one component of the factors we consider meaningful in understanding the impact
of fuel on our business. Consideration must also be given to the fuel surcharge
revenue we collect. Accordingly, we believe discussion of the net impact of fuel
on our results, which is a comparison of the year-over-year change in these two
factors, is important to understand the impact of fuel on our business. In order
to provide information about the impact of fuel surcharges on the trend in
revenue and yield growth, we have included the comparative weighted-average fuel
surcharge percentages in effect for the second quarters of 2020 and 2019 in the
accompanying discussion of each of our transportation segments.

Most of our fuel surcharges are adjusted on a weekly basis. The fuel surcharge
is based on a weekly fuel price from two weeks prior to the week in which it is
assessed. Some FedEx Express international fuel surcharges incorporate a timing
lag of approximately six to eight weeks.

The manner in which we purchase fuel also influences the net impact of fuel on
our results. For example, our contracts for jet fuel purchases at FedEx Express
are tied to various indices, including the U.S. Gulf Coast index. While many of
these indices are aligned, each index may fluctuate at a different pace, driving
variability in the prices paid for jet fuel. Furthermore, under these
contractual arrangements, approximately 70% of our jet fuel is purchased based
on the index price for the preceding week, with the remainder of our purchases
tied to the index price for the preceding month and preceding day, rather than
based on daily spot rates. These contractual provisions mitigate the impact of
rapidly changing daily spot rates on our jet fuel purchases.

                                     - 38 -

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Because of the factors described above, our operating results may be affected
should the market price of fuel suddenly change by a significant amount or
change by amounts that do not result in an adjustment in our fuel surcharges,
which can significantly affect our earnings either positively or negatively in
the short-term.

The net impact of fuel had a slightly negative impact to operating income in the
second quarter and first half of 2020 as lower fuel surcharges more than offset
decreased fuel prices.

We routinely review our fuel surcharges. On March 18, 2019, we updated the
tables used to determine our fuel surcharges for FedEx Express U.S. domestic
services and at FedEx Ground. On September 10, 2018, we updated the tables used
to determine our fuel surcharges at FedEx Express and FedEx Ground. The net
impact of fuel on operating income described above and for each segment below
excludes the impact from these table changes.

The net impact of fuel on our operating results does not consider the effects
that fuel surcharge levels may have on our business, including changes in demand
and shifts in the mix of services purchased by our customers. In addition, our
purchased transportation expense may be impacted by fuel costs. While
fluctuations in fuel surcharge percentages can be significant from period to
period, fuel surcharges represent one of the many individual components of our
pricing structure that impact our overall revenue and yield. Additional
components include the mix of services sold, the base price and extra service
charges we obtain for these services and the level of pricing discounts offered.

Asset Impairment Charges



During the second quarter of 2020, we made the decision to permanently retire
from service 10 Airbus A310-300 aircraft and 12 related engines at FedEx Express
to align with the needs of the U.S. domestic network and modernize its aircraft
fleet. As a consequence of this decision, noncash impairment charges of $66
million ($50 million, net of tax, or $0.19 per diluted share) were recorded in
the FedEx Express segment in the second quarter. Seven of these aircraft were
temporarily idled.

Income Taxes

Our effective tax rate was 2.1% for the second quarter and 16.8% for the first
half of 2020, compared with 20.6% for the second quarter and 22.3% for the first
half of 2019. The 2020 tax rates were favorably impacted by $133 million from
the reduction of a valuation allowance on certain foreign tax loss carryforwards
due to operational changes which impacted the determination of the realizability
of the deferred tax asset in that jurisdiction. The 2020 tax rates were
negatively impacted by decreased earnings in certain non-U.S. jurisdictions. The
2019 tax rates were favorably impacted by the Tax Cuts and Jobs Act ("TCJA"),
which resulted in an approximate $60 million tax benefit from accelerated
deductions claimed on our 2018 tax return filed in 2019.

We are subject to taxation in the United States and various U.S. state, local
and foreign jurisdictions. We are currently under examination by the Internal
Revenue Service ("IRS") for the 2016 and 2017 tax years. In addition, during the
second quarter of 2020, we reached an agreement in principle with the IRS Office
of Appeals for the 2014 and 2015 tax years. As a result, we recorded an
immaterial reduction to our liabilities for uncertain tax positions during the
quarter. It is reasonably possible that certain income tax return proceedings
will be completed during the next twelve months and could result in a change in
our balance of unrecognized tax benefits. The impact of any changes is not
expected to be material to our consolidated financial statements.

Outlook



We expect continued weak macroeconomic conditions to result in lower revenue
growth for the remainder of 2020 at our transportation segments. In addition, a
more competitive pricing environment and higher operating costs at FedEx Ground
are anticipated to contribute to operating income declines for the remainder of
2020.

We anticipate that continued trade tensions, softness in European and Asia
Pacific markets and declines in industrial production will continue to
negatively impact our results for the remainder of 2020. Our international
operations are much more sensitive to changes in global trade than our U.S.
domestic operations because of the higher concentration of business-to-business
shipments internationally. The softer economic outlook is expected to create an
ongoing revenue shortfall from planned levels, particularly in Europe and Asia
Pacific. Furthermore, the cost of maintaining two separate networks in Europe
while we execute the TNT Express integration is expected to compound the impact
of the revenue shortfall on our near-term results.

In the U.S. domestic package market, incremental costs associated with
modernizing our FedEx Express network and permanently expanding our FedEx Ground
network operations to seven days per week year-round, combined with volume
declines from the loss of a large customer, has created a near-term
cost-to-volume disparity. In addition, an increasingly competitive pricing
environment is expected to continue pressuring our margins. However, we are
confident that our investments in our U.S. domestic package operations will
ultimately result in higher revenue that more than offsets the implementation
costs associated with these programs.

                                     - 39 -

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In response to the current economic conditions, we have made adjustments to our
FedEx Express U.S. domestic air network to better match capacity with demand, as
discussed in the "Asset Impairment Charges" section above. Throughout the
remainder of 2020, we will make further network capacity changes at FedEx
Express by reducing international flight hours. If global economic conditions
deteriorate further, we may take additional actions to reduce the size of our
FedEx Express network.

At FedEx Ground, we are focused on improving revenue quality through rate increases that will go into effect in January and through surcharges on oversized and additional handling shipments. We are also making investments in technology aimed at improving productivity and lowering costs.



For the remainder of 2020, we will continue to execute our TNT Express
integration plans and are focused on completing projects across our European hub
and station locations that will allow interoperability between the ground
networks for both FedEx Express and TNT Express packages. In addition, we
continue to focus on integrating the FedEx Express and TNT Express linehaul and
pickup-and-delivery operations for the key countries in Europe, which represent
a significant percentage of international revenue, workforces and facilities.
Integration activities in Europe are complex and require consultations with
works councils and employee representatives in a number of countries. By the end
of 2020, we expect European ground network interoperability to be substantially
completed. The next key integration milestones include completing the
integration of the FedEx Express and TNT Express linehaul and
pickup-and-delivery operations and completing a single portfolio of services
during 2021. We expect to complete international air network interoperability
during the first half of 2022. We expect to begin realizing synergies from the
combined FedEx Express/TNT Express network during 2021 once the linehaul and
pickup-and-delivery networks are optimized, and expect synergy realization to
increase significantly after international air network interoperability is
completed.

We expect to incur approximately $200 million of integration expenses in the
remainder of 2020 in the form of professional fees, outside service contracts,
salaries and wages and other operating expense. We expect the aggregate
integration program expenses, including restructuring charges at TNT Express, to
be approximately $1.7 billion through 2021, and we may incur additional costs,
including investments that will further transform and optimize the combined
businesses. The timing and amount of integration expenses and capital
investments in any future period may change as we revise and implement our
plans.

Our expectations for the remainder of 2020 are dependent on key external
factors, including moderate U.S. economic growth, current fuel price
expectations, no further weakening in international economic conditions from our
current forecast and no additional adverse developments in international trade
policies and relations.

Other Outlook Matters. For details on key 2020 capital projects, refer to the "Liquidity Outlook" section of this MD&A.

See "Forward-Looking Statements" and Part II, Item 1A "Risk Factors" for a discussion of these and other potential risks and uncertainties that could materially affect our future performance.

RECENT ACCOUNTING GUIDANCE

See Note 1 of the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting guidance.


                                     - 40 -

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REPORTABLE SEGMENTS

FedEx Express, FedEx Ground and FedEx Freight represent our major service lines and, along with FedEx Services, constitute our reportable segments. Our reportable segments include the following businesses:





FedEx Express Segment    FedEx Express (express transportation)
                         TNT Express (international express transportation,
                         small-package ground delivery and freight
                         transportation)

FedEx Ground Segment     FedEx Ground (small-package ground delivery)

FedEx Freight Segment    FedEx Freight (LTL freight transportation)

FedEx Services Segment   FedEx Services (sales, marketing, information
                         technology, communications, customer service, technical
                         support, billing and collection services and back-office
                         functions)


FEDEX SERVICES SEGMENT

The operating expense line item "Intercompany charges" on the accompanying unaudited condensed consolidated financial statements of our transportation segments reflects the allocations from the FedEx Services segment to the respective operating segments. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided.



The FedEx Services segment provides direct and indirect support to our operating
segments, and we allocate all of the net operating costs of the FedEx Services
segment to reflect the full cost of operating our businesses in the results of
those segments. We review and evaluate the performance of our transportation
segments based on operating income (inclusive of FedEx Services segment
allocations). For the FedEx Services segment, performance is evaluated based on
the impact of its total allocated net operating costs on our operating segments.
We believe these allocations approximate the net cost of providing these
functions. Our allocation methodologies are refined periodically, as necessary,
to reflect changes in our businesses.

CORPORATE, OTHER AND ELIMINATIONS



Corporate and other includes corporate headquarters costs for executive officers
and certain legal and finance functions, as well as certain other costs and
credits not attributed to our core business. These costs are not allocated to
the other business segments.

Also included in corporate and other is the FedEx Office operating segment,
which provides an array of document and business services and retail access to
our customers for our package transportation businesses, and the FedEx
Logistics, Inc. operating segment, which provides integrated supply chain
management solutions, specialty transportation, cross-border e-commerce
technology and e-commerce transportation solutions, customs brokerage and global
ocean and air freight forwarding.

Certain FedEx operating companies provide transportation and related services
for other FedEx companies outside their reportable segment. Billings for such
services are based on negotiated rates, which we believe approximate fair value,
and are reflected as revenues of the billing segment. These rates are adjusted
from time to time based on market conditions. Such intersegment revenues and
expenses are eliminated in our consolidated results and are not separately
identified in the following segment information because the amounts are not
material.

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FEDEX EXPRESS SEGMENT



FedEx Express offers a wide range of U.S. domestic and international shipping
services for delivery of packages and freight including priority, deferred and
economy services, which provide delivery on a time-definite or day-definite
basis. The following tables compare revenues, operating expenses, operating
income (dollars in millions), operating margin and operating expenses as a
percent of revenue for the periods ended November 30:

                                  Three Months Ended         Percent           Six Months Ended         Percent
                                   2019          2018        Change            2019         2018        Change
Revenues:
Package:
U.S. overnight box              $    1,864      $ 1,948            (4 )      $  3,730     $  3,834            (3 )
U.S. overnight envelope                457          444             3             936          912             3
U.S. deferred                          980        1,060            (8 )         1,936        2,012            (4 )
Total U.S. domestic package
revenue                              3,301        3,452            (4 )         6,602        6,758            (2 )
International priority               1,817        1,896            (4 )         3,634        3,770            (4 )
International economy                  873          885            (1 )         1,728        1,735             -
Total international export
package revenue                      2,690        2,781            (3 )         5,362        5,505            (3 )
International domestic(1)            1,165        1,203            (3 )         2,241        2,334            (4 )
Total package revenue                7,156        7,436            (4 )        14,205       14,597            (3 )
Freight:
U.S.                                   698          792           (12 )         1,393        1,522            (8 )
International priority                 473          564           (16 )           937        1,097           (15 )
International economy                  541          554            (2 )         1,057        1,073            (1 )
International airfreight                70           83           (16 )           136          168           (19 )
Total freight revenue                1,782        1,993           (11 )         3,523        3,860            (9 )
Other                                  146          175           (17 )           301          369           (18 )
Total revenues                       9,084        9,604            (5 )        18,029       18,826            (4 )
Operating expenses:
Salaries and employee
benefits                             3,405        3,441            (1 )         6,777        6,914            (2 )
Purchased transportation             1,267        1,354            (6 )         2,499        2,661            (6 )
Rentals and landing fees               505          474             7           1,018          944             8
Depreciation and amortization          469          449             4             931          885             5
Fuel                                   754          899           (16 )         1,497        1,744           (14 )
Maintenance and repairs                514          514             -           1,031        1,016             1
Asset impairment charges                66            -            NM              66            -            NM
Intercompany charges                   500          517            (3 )           969        1,035            (6 )
Other                                1,368        1,326             3           2,720        2,609             4
Total operating expenses             8,848        8,974            (1 )        17,508       17,808            (2 )
Operating income                $      236      $   630           (63 )      $    521     $  1,018           (49 )
Operating margin                       2.6 %        6.6 %        (400 ) bp        2.9 %        5.4 %        (250 ) bp

(1) International domestic revenues relate to our international intra-country


       operations.


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                                                  Percent of Revenue
                                    Three Months Ended             Six Months Ended
                                   2019             2018          2019           2018
Operating expenses:
Salaries and employee benefits        37.5    %      35.8   %       37.6    %     36.7   %
Purchased transportation              13.9           14.1           13.9          14.1
Rentals and landing fees               5.6            4.9            5.6           5.0
Depreciation and amortization          5.2            4.7            5.1           4.7
Fuel                                   8.3            9.4            8.3           9.3
Maintenance and repairs                5.6            5.3            5.7           5.4
Asset impairment charges               0.7              -            0.4             -
Intercompany charges                   5.5            5.4            5.4           5.5
Other                                 15.1           13.8           15.1          13.9
Total operating expenses              97.4           93.4           97.1          94.6
Operating margin                       2.6    %       6.6   %        2.9    %      5.4   %

The following table compares selected statistics (in thousands, except yield amounts) for the periods ended November 30:



                                        Three Months Ended         Percent        Six Months Ended         Percent
                                         2019          2018        Change         2019         2018        Change
Package Statistics
Average daily package volume (ADV):
U.S. overnight box                         1,244        1,308            (5 )      1,231        1,269            (3 )
U.S. overnight envelope                      547          532             3          554          541             2
U.S. deferred                              1,012        1,082            (6 )        994          998             -
Total U.S. domestic ADV                    2,803        2,922            (4 )      2,779        2,808            (1 )
International priority                       565          555             2          548          540             1
International economy                        315          302             4          304          289             5
Total international export ADV               880          857             3          852          829             3
International domestic(1)                  2,669        2,670             -        2,509        2,530            (1 )
Total ADV                                  6,352        6,449            (2 )      6,140        6,167             -
Revenue per package (yield):
U.S. overnight box                    $    23.78     $  23.63             1     $  23.86     $  23.60             1
U.S. overnight envelope                    13.26        13.24             -        13.29        13.16             1
U.S. deferred                              15.39        15.54            (1 )      15.34        15.75            (3 )
U.S. domestic composite                    18.70        18.75             -        18.71        18.80             -
International priority                     51.03        54.25            (6 )      52.25        54.52            (4 )
International economy                      43.94        46.45            (5 )      44.71        46.92            (5 )
International export composite             48.49        51.50            (6 )      49.55        51.87            (4 )
International domestic(1)                   6.92         7.15            (3 )       7.03         7.21            (2 )
Composite package yield               $    17.88     $  18.30            (2 )   $  18.21     $  18.49            (2 )
Freight Statistics
Average daily freight pounds:
U.S.                                       8,364        8,917            (6 )      8,188        8,608            (5 )
International priority                     5,230        5,684            (8 )      5,010        5,469            (8 )
International economy                     15,241       15,373            (1 )     14,473       14,401             -
International airfreight                   1,726        1,759            (2 )      1,640        1,738            (6 )
Total average daily freight pounds        30,561       31,733            (4 )     29,311       30,216            (3 )
Revenue per pound (yield):
U.S.                                  $     1.32     $   1.41            (6 )   $   1.34     $   1.38            (3 )
International priority                      1.43         1.57            (9 )       1.47         1.57            (6 )
International economy                       0.56         0.57            (2 )       0.57         0.58            (2 )
International airfreight                    0.65         0.75           (13 )       0.65         0.75           (13 )
Composite freight yield               $     0.93     $   1.00            (7 )   $   0.95     $   1.00            (5 )



(1) International domestic statistics relate to our international intra-country


       operations.


                                     - 43 -

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FedEx Express Segment Revenues



FedEx Express segment revenues decreased 5% in the second quarter and 4% in the
first half of 2020 primarily due to the loss of business from a large customer,
macroeconomic weakness and trade uncertainty resulting in lower freight revenue,
lower fuel surcharges and unfavorable exchange rates. In addition, one fewer
operating day contributed to the decline in the first half of 2020.



Freight yields decreased 7% in the second quarter and 5% in the first half of
2020 primarily due to base yield declines, lower fuel surcharges and unfavorable
exchange rates. Average daily freight pounds decreased 4% in the second quarter
and 3% in the first half of 2020 primarily due to lower volume in freight
services as a result of macroeconomic weakness and trade uncertainty. U.S.
domestic package yields remained flat in both the second quarter and first half
of 2020 as base rate improvement was offset by lower package weights and lower
fuel surcharges. U.S. domestic package average daily volumes decreased 4% in the
second quarter and 1% in the first half of 2020 driven by the loss of business
from a large customer, partially offset by growth in overnight and deferred
volume from other customers. International export package yields decreased 6% in
the second quarter and 4% in the first half of 2020 driven by base yield
declines, lower fuel surcharges and unfavorable exchange rates. International
export package average daily volumes increased 3% in both the second quarter and
first half of 2020 led by volume growth in Europe. However, international
package volume growth has slowed across most regions as a result of
macroeconomic weakness and trade uncertainty. International domestic package
yields decreased 3% in the second quarter and 2% in the first half of 2020 as
base yield improvement was more than offset by unfavorable exchange rates.
International domestic package average daily volumes remained flat in the second
quarter and decreased 1% in the first half of 2020 primarily due to targeted
yield management actions.

FedEx Express's U.S. domestic and outbound fuel surcharge and international fuel surcharge ranged as follows for the periods ended November 30:



                                              Three Months Ended            

Six Months Ended


                                              2019           2018           2019          2018
U.S. Domestic and Outbound Fuel
Surcharge:
Low                                              7.21 %         7.90 %         7.21 %        7.02 %
High                                             8.45          10.80           8.45         10.80
Weighted-average                                 7.53           8.60           7.54          7.87
International Export and Freight Fuel
Surcharge:
Low                                              6.74           8.32           6.74          8.12
High                                            18.56          17.81          18.56         18.09
Weighted-average                                15.64          14.87          15.59         14.74
International Domestic Fuel Surcharge:
Low                                              3.20           2.57           3.20          2.25
High                                            19.40          19.40          19.47         19.40
Weighted-average                                 7.29           6.07           7.39          5.88




On September 16, 2019, FedEx Express announced a 4.9% average list price
increase for U.S. domestic, U.S. export and U.S. import services effective
January 6, 2020. On March 18, 2019, we updated the tables used to determine our
fuel surcharges for FedEx Express U.S. domestic services. On January 7, 2019,
FedEx Express implemented a 4.9% average list price increase for U.S. domestic,
U.S. export and U.S. import services. On September 10, 2018, we updated the
tables used to determine our fuel surcharges at FedEx Express.

FedEx Express Segment Operating Income



FedEx Express segment operating income decreased 63% in the second quarter and
49% in the first half of 2020 primarily due to weaker global economic conditions
and the loss of business from a large customer. In addition, continued mix shift
to lower-yielding services and an increased competitive pricing environment
negatively impacted our results during the second quarter and first half of
2020. Operating income and operating margin were negatively impacted by one
fewer operating day in the first half of 2020. During the second quarter of
2020, we recorded asset impairment charges of $66 million associated with the
decision to permanently retire certain aircraft and related engines (see "Asset
Impairment Charges" above for more information). Lower variable incentive
compensation expenses benefited operating income comparisons by approximately
$35 million in the second quarter and $200 million in the first half of 2020.

FedEx Express segment results included $49 million of TNT Express integration
expenses in the second quarter and $106 million of such expenses in the first
half of 2020, a $50 million decrease from the second quarter and a $95 million
decrease from the first half of 2019.

                                     - 44 -

--------------------------------------------------------------------------------


The lease standard reclassification discussed in the "Overview" section above is
excluded from the following year-over-year expense change discussion. Purchased
transportation expense decreased 6% in both the second quarter and first half of
2020 primarily due to favorable exchange rates and lower international freight
volumes, resulting in lower utilization of third-party transportation providers.
Other operating expense increased 3% in the second quarter and 4% in the first
half of 2020 primarily due to higher outside service contract expense, including
technology upgrades and regulatory and clearance cost increases. Salaries and
employee benefits expense decreased 2% in the first half of 2020 primarily due
to lower variable incentive compensation expenses, favorable exchange rates and
the inclusion of certain TNT Express restructuring expenses in the first quarter
of 2019, partially offset by merit increases.

Fuel expense decreased 16% in the second quarter and 14% in the first half of
2020 due to decreased fuel prices. The net impact of fuel had a slightly
negative impact to operating income in the second quarter and first half of 2020
as lower fuel surcharges more than offset decreased fuel prices. See the "Fuel"
section of this MD&A for a description and additional discussion of the net
impact of fuel on our operating results.

                                     - 45 -

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FEDEX GROUND SEGMENT



FedEx Ground service offerings include day-certain delivery to businesses in the
U.S. and Canada and to 100% of U.S. residences. The following tables compare
revenues, operating expenses, operating income (dollars in millions), operating
margin, selected package statistics (in thousands, except yield amounts) and
operating expenses as a percent of revenue for the periods ended November 30:

                                   Three Months Ended         Percent           Six Months Ended         Percent
                                    2019          2018        Change            2019         2018        Change
Revenues                         $    5,315      $ 5,142             3        $  10,494     $ 9,941             6
Operating expenses:
Salaries and employee benefits          971          891             9            1,842       1,696             9
Purchased transportation              2,561        2,342             9            4,864       4,404            10
Rentals                                 249          200            25              488         391            25
Depreciation and amortization           195          180             8              388         353            10
Fuel                                      4            4             -                7           7             -
Maintenance and repairs                  98           84            17              185         161            15
Intercompany charges                    394          390             1              769         778            (1 )
Other                                   501          461             9              965         885             9
Total operating expenses              4,973        4,552             9            9,508       8,675            10
Operating income                 $      342      $   590           (42 )      $     986     $ 1,266           (22 )
Operating margin                        6.4 %       11.5 %        (510 ) bp         9.4 %      12.7 %        (330 ) bp
Average daily package volume          9,556        9,237             3            9,192       8,721             5
Revenue per package (yield)      $     8.80      $  8.81             -        $    8.96     $  8.88             1




                                                  Percent of Revenue
                                    Three Months Ended             Six Months Ended
                                   2019             2018          2019           2018
Operating expenses:
Salaries and employee benefits        18.3    %      17.3   %       17.6    %     17.1   %
Purchased transportation              48.2           45.5           46.3          44.3
Rentals                                4.7            3.9            4.6           3.9
Depreciation and amortization          3.7            3.5            3.7           3.6
Fuel                                   0.1            0.1            0.1           0.1
Maintenance and repairs                1.8            1.6            1.8           1.6
Intercompany charges                   7.4            7.6            7.3           7.8
Other                                  9.4            9.0            9.2           8.9
Total operating expenses              93.6           88.5           90.6          87.3
Operating margin                       6.4    %      11.5   %        9.4    %     12.7   %

FedEx Ground Segment Revenues



FedEx Ground segment revenues increased 3% in the second quarter of 2020 due to
residential delivery volume growth. Revenues increased 6% in the first half of
2020 due to residential delivery volume growth and increased yields, partially
offset by one fewer operating day. In addition, the later timing of the
Thanksgiving holiday, which shifted Cyber Week into December, as well as the
loss of business from a large customer, negatively impacted revenue comparisons
during the second quarter and first half of 2020.

Average daily volume increased 3% in the second quarter and 5% in the first half
of 2020 primarily due to continued growth in residential services driven by
e-commerce. FedEx Ground yields remained flat in the second quarter of 2020 as
higher base yields were offset by lower fuel surcharges. FedEx Ground yields
increased 1% in the first half of 2020 primarily due to higher base yields.

The FedEx Ground fuel surcharge is based on a rounded average of the national
U.S. on-highway average price for a gallon of diesel fuel, as published by the
Department of Energy. The fuel surcharge ranged as follows for the periods ended
November 30:



                     Three Months Ended          Six Months Ended
                     2019           2018         2019          2018
Low                     6.75 %        6.25 %        6.75 %      6.25 %
High                    7.00          7.75          7.25        7.75
Weighted-average        6.92          7.40          6.98        6.87


                                     - 46 -

--------------------------------------------------------------------------------


On September 16, 2019, FedEx Ground announced a 4.9% average list price increase
effective January 6, 2020. On March 18, 2019, we updated the tables used to
determine our fuel surcharges at FedEx Ground. On January 7, 2019, FedEx Ground
implemented a 4.9% average list price increase. On September 10, 2018, we
updated the tables used to determine our fuel surcharges at FedEx Ground.

FedEx Ground Segment Operating Income



FedEx Ground segment operating income decreased 42% in the second quarter and
22% in the first half of 2020 due to increased costs to expand services, higher
self-insurance accruals and the later timing of the Thanksgiving holiday, which
shifted Cyber Week into December. In addition, the loss of business from a large
customer, as well as continued mix shift to lower-yielding services and an
increased competitive pricing environment, negatively impacted our results
during the second quarter and first half of 2020. These items were partially
offset by residential delivery volume growth in both the second quarter and
first half of 2020, as well as increased base yields in the first half of 2020.
Additionally, lower variable incentive compensation expenses benefited operating
income comparisons by approximately $10 million in the second quarter and $60
million in the first half of 2020.

The lease standard reclassification discussed in the "Overview" section above is
excluded from the following year-over-year expense change discussion. Purchased
transportation expense increased 9% in the second quarter and 10% in the first
half of 2020 due to increased contractor settlement rates and higher volumes,
including expanding to six-day per week operations year-round, partially offset
by decreased fuel costs. Other operating expense increased 9% in both the second
quarter and first half of 2020 primarily due to higher self-insurance accruals
and increased bad debt expense. Salaries and employee benefits expense increased
9% in both the second quarter and first half of 2020 due to additional staffing
to support volume growth, including current and anticipated expansion of
year-round operations, network expansion and merit increases, partially offset
by lower variable incentive compensation expenses.

The net impact of fuel had a slightly negative impact to operating income in the
second quarter of 2020 as lower fuel surcharges more than offset decreased fuel
prices. The net impact of fuel had a slight benefit to operating income in the
first half of 2020 as decreased fuel prices more than offset lower fuel
surcharges. See the "Fuel" section of this MD&A for a description and additional
discussion of the net impact of fuel on our operating results.

Service Provider Transition

During the second quarter of 2020, FedEx Ground completed the previously announced transition to the Independent Service Provider agreement throughout its entire U.S. pickup-and-delivery network.


                                     - 47 -

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FEDEX FREIGHT SEGMENT



FedEx Freight LTL service offerings include priority services when speed is
critical and economy services when time can be traded for savings. The following
tables compare revenues, operating expenses, operating income (dollars in
millions), operating margin, selected statistics and operating expenses as a
percent of revenue for the periods ended November 30:

                                  Three Months Ended         Percent           Six Months Ended         Percent
                                   2019          2018        Change            2019         2018        Change
Revenues                        $    1,844     $  1,918            (4 )      $  3,749     $  3,877            (3 )
Operating expenses:
Salaries and employee
benefits                               900          919            (2 )         1,819        1,847            (2 )
Purchased transportation               187          250           (25 )           374          509           (27 )
Rentals                                 52           42            24             104           84            24
Depreciation and amortization           97           76            28             191          154            24
Fuel                                   132          150           (12 )           255          287           (11 )
Maintenance and repairs                 68           63             8             133          125             6
Intercompany charges                   130          137            (5 )           256          275            (7 )
Other                                  137          133             3             282          272             4
Total operating expenses             1,703        1,770            (4 )         3,414        3,553            (4 )
Operating income                $      141     $    148            (5 )      $    335     $    324             3
Operating margin                       7.6 %        7.7 %         (10 ) bp        8.9 %        8.4 %          50   bp
Average daily shipments (in
thousands):
Priority                              77.4         81.7            (5 )          78.0         81.4            (4 )
Economy                               32.6         35.4            (8 )          32.7         35.0            (7 )
Total average daily shipments        110.0        117.1            (6 )         110.7        116.4            (5 )
Weight per shipment (lbs):
Priority                             1,139        1,203            (5 )         1,147        1,211            (5 )
Economy                                983        1,043            (6 )           971        1,026            (5 )
Composite weight per shipment        1,092        1,155            (5 )         1,095        1,155            (5 )
Revenue per shipment:
Priority                        $   258.90     $ 249.76             4        $ 257.14     $ 248.24             4
Economy                             295.29       297.73            (1 )        295.53       295.00             -
Composite revenue per
shipment                        $   270.38     $ 264.27             2        $ 268.83     $ 262.29             2
Revenue per hundredweight:
Priority                        $    22.74     $  20.76            10        $  22.41     $  20.50             9
Economy                              30.05        28.55             5           30.43        28.76             6
Composite revenue per
hundredweight                   $    24.75     $  22.89             8        $  24.54     $  22.71             8




                                                  Percent of Revenue
                                    Three Months Ended             Six Months Ended
                                   2019             2018          2019           2018
Operating expenses:
Salaries and employee benefits        48.8    %      47.9   %       48.5    %     47.6   %
Purchased transportation              10.1           13.0           10.0          13.1
Rentals                                2.8            2.2            2.8           2.2
Depreciation and amortization          5.3            4.0            5.1           4.0
Fuel                                   7.2            7.8            6.8           7.4
Maintenance and repairs                3.7            3.3            3.6           3.2
Intercompany charges                   7.1            7.2            6.8           7.1
Other                                  7.4            6.9            7.5           7.0
Total operating expenses              92.4           92.3           91.1          91.6
Operating margin                       7.6    %       7.7   %        8.9    %      8.4   %


                                     - 48 -

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FedEx Freight Segment Revenues



FedEx Freight segment revenues decreased 4% in the second quarter and 3% in the
first half of 2020 due to decreased average daily shipments, partially offset by
higher revenue per shipment. In addition, one fewer operating day contributed to
the decline in the first half of 2020.

Average daily shipments decreased 6% in the second quarter and 5% in the first
half of 2020 due to lower demand for our service offerings as a result of
softening economic conditions. Revenue per shipment increased 2% in both the
second quarter and first half of 2020 primarily due to higher base rates
reflecting our ongoing yield management initiatives, partially offset by lower
weight per shipment and lower fuel surcharges.

The weekly indexed fuel surcharge is based on the average of the U.S. on-highway
prices for a gallon of diesel fuel, as published by the Department of Energy.
The indexed FedEx Freight fuel surcharge ranged as follows for the periods ended
November 30:



                     Three Months Ended          Six Months Ended
                      2019          2018         2019         2018
Low                     23.50 %      24.90 %       23.50 %     24.60 %
High                    24.00        25.60         24.40       25.60
Weighted-average        23.80        25.19         23.80       24.97




On September 16, 2019, FedEx Freight announced a 5.9% average list price
increase in certain U.S. and other shipping rates effective January 6, 2020. On
January 7, 2019, FedEx Freight implemented a 5.9% average list price increase in
certain U.S. and other shipping rates.

FedEx Freight Segment Operating Income



FedEx Freight segment operating income decreased 5% in the second quarter of
2020, driven by decreased volumes resulting from softening economic conditions.
FedEx Freight continues to focus on yield management, improving profit and
aligning its cost structure with current and anticipated business levels,
enabling FedEx Freight to significantly offset the impact of lower volumes from
softening economic conditions. FedEx Freight segment operating income increased
3% in the first half of 2020 primarily due to higher revenue per shipment,
despite moderating volumes. In addition, lower variable incentive compensation
expenses benefited operating income comparisons by approximately $5 million in
the second quarter and $35 million in the first half of 2020.

The lease standard reclassification discussed in the "Overview" section above is
excluded from the following year-over-year expense change discussion. Purchased
transportation expense decreased 25% in the second quarter and 27% in the first
half of 2020 primarily due to lower utilization of third-party transportation
providers. Depreciation and amortization expense increased 28% in the second
quarter and 24% in the first half of 2020 due to investments in vehicles and
trailers, as well as facility expansion.

Fuel expense decreased 12% in the second quarter and 11% in the first half of
2020 primarily due to decreased fuel prices. The net impact of fuel had a
moderately negative impact to operating income in the second quarter and first
half of 2020 as lower fuel surcharges more than offset decreased fuel prices.
See the "Fuel" section of this MD&A for a description and additional discussion
of the net impact of fuel on our operating results.

                                     - 49 -

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FINANCIAL CONDITION

LIQUIDITY

Cash and cash equivalents totaled $2.0 billion at November 30, 2019, compared to
$2.3 billion at May 31, 2019. The following table provides a summary of our cash
flows for the six-month periods ended November 30 (in millions):

                                                    2019         2018
Operating activities:
Net income                                        $  1,305     $  1,770
Noncash charges and credits                          3,322        2,140
Changes in assets and liabilities                   (2,553 )     (1,731 )
Cash provided by operating activities                2,074        2,179
Investing activities:
Capital expenditures                                (3,266 )     (2,634 )
Proceeds from asset dispositions and other               4           53
Cash used in investing activities                   (3,262 )     (2,581 )
Financing activities:
Proceeds from short-term borrowings, net               150          248
Proceeds from debt issuances                         2,093        1,233
Principal payments on debt                          (1,021 )       (785 )
Proceeds from stock issuances                           26           45
Dividends paid                                        (339 )       (173 )
Purchase of treasury stock                              (3 )     (1,271 )
Other, net                                              (5 )          1

Cash provided by (used in) financing activities 901 (702 ) Effect of exchange rate changes on cash

                 (1 )        (38 )

Net decrease in cash and cash equivalents $ (288 ) $ (1,142 ) Cash and cash equivalents at the end of period $ 2,031 $ 2,123




Cash flows from operating activities decreased $105 million in the first half of
2020 primarily due to higher pension contributions and lower net income,
partially offset by lower variable incentive compensation payments. Capital
expenditures increased during the first half of 2020 primarily due to higher
spending related to facilities and aircraft at FedEx Express, increased spending
on vehicles and trailers at our transportation segments and increased spending
on information technology at FedEx Services, FedEx Express and FedEx Freight.
See "Capital Resources" for a discussion of capital expenditures during 2020 and
2019.

During the first quarter of 2020, we issued $2.1 billion of senior unsecured
debt under our current shelf registration statement, comprised of $1.0 billion
of 3.10% fixed-rate notes due in August 2029, €500 million of 0.45% fixed-rate
notes due in August 2025 and €500 million of 1.30% fixed-rate notes due in
August 2031. We used the net proceeds to make voluntary contributions to our
tax-qualified U.S. domestic pension plans ("U.S. Pension Plans") during the
first quarter of 2020 and to redeem the $400 million aggregate principal amount
of 2.30% notes due February 1, 2020 and the €500 million aggregate principal
amount of 0.50% notes due April 9, 2020. The remaining net proceeds are being
used for general corporate purposes.

During the second quarter of 2020, we issued commercial paper to provide us with
additional short-term liquidity. As of November 30, 2019, we had $150 million of
commercial paper outstanding. See Note 3 of the accompanying unaudited condensed
consolidated financial statements for further discussion.

In January 2016, our Board of Directors approved a stock repurchase program of
up to 25 million shares. Shares under this repurchase program may be repurchased
from time to time in the open market or in privately negotiated transactions.
The timing and volume of repurchases are at the discretion of management, based
on the capital needs of the business, the market price of FedEx common stock and
general market conditions. No time limit was set for the completion of the
program, and the program may be suspended or discontinued at any time. We did
not repurchase any shares of FedEx common stock during the second quarter of
2020. During the first half of 2020, we repurchased 0.02 million shares of FedEx
common stock at an average price of $156.90 per share for a total of $3 million.
As of November 30, 2019, 5.1 million shares remained under the stock repurchase
authorization.

                                     - 50 -

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CAPITAL RESOURCES



Our operations are capital intensive, characterized by significant investments
in aircraft, vehicles and trailers, technology, facilities, and package handling
and sort equipment. The amount and timing of capital additions depend on various
factors, including pre-existing contractual commitments, anticipated volume
growth, domestic and international economic conditions, new or enhanced
services, geographical expansion of services, availability of satisfactory
financing and actions of regulatory authorities.

The following table compares capital expenditures by asset category and reportable segment for the periods ended November 30 (in millions):



                                                                                                   Percent Change
                                                                                                      2019/2018
                                     Three Months Ended          Six Months Ended         Three Months          Six Months
                                      2019          2018         2019         2018            Ended                Ended

Aircraft and related equipment $ 587 $ 604 $ 1,128

  $ 1,075                  (3 )                 5
Package handling and ground
support equipment                         267          223           408         417                  20                  (2 )
Vehicles and trailers                     399          275           660         435                  45                  52
Information technology                    243          157           465         332                  55                  40
Facilities and other                      352          196           605         375                  80                  61

Total capital expenditures $ 1,848 $ 1,455 $ 3,266

 $ 2,634                  27                  24

FedEx Express segment              $    1,061      $   932     $   2,012     $ 1,692                  14                  19
FedEx Ground segment                      447          253           543         429                  77                  27
FedEx Freight segment                     131          137           317         227                  (4 )                40
FedEx Services segment                    154           99           305         224                  56                  36
Other                                      55           34            89          62                  62                  44

Total capital expenditures $ 1,848 $ 1,455 $ 3,266

  $ 2,634                  27                  24


Capital expenditures increased during the first half of 2020 primarily due to
higher spending related to facilities and aircraft at FedEx Express, which
included the delivery of seven Boeing 767-300 Freighter ("B767F") aircraft and
five Boeing 777 Freighter aircraft, increased spending on vehicles and trailers
at our transportation segments and increased spending on information technology
at FedEx Services, FedEx Express and FedEx Freight.

LIQUIDITY OUTLOOK



We believe that our cash and cash equivalents, cash flow from operations and
available financing sources will be adequate to meet our liquidity needs,
including working capital, capital expenditure requirements, debt payment
obligations, pension contributions and TNT Express integration expenses. Our
cash and cash equivalents balance at November 30, 2019 includes $1.1 billion of
cash in foreign jurisdictions associated with our permanent reinvestment
strategy. We are able to access the majority of this cash without a material tax
cost, as the enactment of the TCJA significantly reduced the cost of
repatriating foreign earnings from a U.S. tax perspective. We do not believe
that the indefinite reinvestment of these funds impairs our ability to meet our
U.S. domestic debt or working capital obligations.

Our capital expenditures are expected to be approximately $5.9 billion in 2020,
and include spending for aircraft and hub modernization at FedEx Express,
investments that increase our efficiency in handling large packages at FedEx
Ground and investments in technology across all transportation segments that
will further optimize our networks and enhance our capabilities. We invested
$1.1 billion in aircraft and related equipment in the first half of 2020 and
expect to invest an additional $0.4 billion for aircraft and related equipment
during the remainder of 2020. In addition, we are making investments over
multiple years in our facilities of approximately $1.5 billion to significantly
expand the FedEx Express Indianapolis hub and approximately $1.5 billion to
modernize the FedEx Express Memphis World Hub. Despite our declining capacity
needs, these investments in hubs will provide productivity gains in a
competitive labor environment. We anticipate that our cash flow from operations
will be sufficient to fund our capital expenditures in 2020. Historically, we
have been successful in obtaining unsecured financing, from both domestic and
international sources, although the marketplace for such investment capital can
become restricted depending on a variety of economic factors.

During the first quarter of 2020, FedEx Express exercised options to purchase an additional six B767F aircraft for delivery in 2022.



We have a shelf registration statement filed with the Securities and Exchange
Commission ("SEC") that allows us to sell, in one or more future offerings, any
combination of our unsecured debt securities and common stock.

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We have a $2.0 billion five-year credit agreement (the "Five-Year Credit
Agreement") and a $1.5 billion 364-day credit agreement (the "364-Day Credit
Agreement" and, together with the Five-Year Credit Agreement, the "Credit
Agreements"). The Five-Year Credit Agreement expires in March 2024 and includes
a $250 million letter of credit sublimit. The 364-Day Credit Agreement expires
in March 2020. The Credit Agreements are available to finance our operations and
other cash flow needs. See Note 3 of the accompanying unaudited condensed
consolidated financial statements for a description of the terms and significant
covenants of the Credit Agreements.

During the first half of 2020, we made voluntary contributions totaling $1.0 billion to our U.S. Pension Plans. We do not expect to make any additional contributions to our U.S. Pension Plans for the remainder of 2020. Our U.S. Pension Plans have ample funds to meet expected benefit payments.

Standard & Poor's has assigned us a senior unsecured debt credit rating of BBB,
a commercial paper rating of A-2 and a ratings outlook of "stable." Moody's
Investors Service has assigned us an unsecured debt credit rating of Baa2, a
commercial paper rating of P-2 and a ratings outlook of "negative." If our
credit ratings drop, our interest expense may increase. If our commercial paper
ratings drop below current levels, we may have difficulty utilizing the
commercial paper market. If our senior unsecured debt credit ratings drop below
investment grade, our access to financing may become limited.

CONTRACTUAL CASH OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS



The following table sets forth a summary of our contractual cash obligations as
of November 30, 2019.

                                                       Payments Due by Fiscal Year (Undiscounted)
                                                                     (in millions)
                                 2020 (1)       2021        2022        2023        2024        Thereafter       Total
Operating activities:
Operating leases                $    1,249     $ 2,355     $ 2,105     $ 1,866     $ 1,559     $      7,841     $ 16,975
Non-capital purchase
obligations and other                  697         979         777         593         460            3,761        7,267
Interest on long-term debt             338         649         649         620         598           10,183       13,037
Investing activities:
Aircraft and related capital
  commitments                          449       2,337       2,324       1,550         468              228        7,356
Other capital purchase
obligations                             20          25          24          23           1                5           98
Financing activities:
Debt                                     -           -       1,205       1,577         750           15,271       18,803
Finance leases                          13          14          14          13          11               78          143
Total                           $    2,766     $ 6,359     $ 7,098     $ 6,242     $ 3,847     $     37,367     $ 63,679

(1) Cash obligations for the remainder of 2020.




Included in the table above within the caption entitled "Non-capital purchase
obligations and other" is our estimate of the current portion of the liability
($99 million) for uncertain tax positions. We cannot reasonably estimate the
timing of the long-term payments or the amount by which the liability will
increase or decrease over time; therefore, the long-term portion of the
liability ($36 million) is excluded from the table.

We had $735 million in deposits and progress payments as of November 30, 2019 on aircraft purchases and other planned aircraft-related transactions.

The amounts reflected in the table above for finance leases represent undiscounted future minimum lease payments under noncancelable finance leases with an initial or remaining term in excess of one year at November 30, 2019.

Additional information on amounts included within the operating, investing and financing activities captions in the table above can be found in our Annual Report.



We do not have any guarantees or other off-balance sheet financing arrangements,
including variable interest entities, which we believe could have a material
impact on our financial condition or liquidity.

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OTHER BUSINESS MATTERS



During the first quarter of 2020, FedEx filed suit in U.S. District Court in the
District of Columbia seeking to enjoin the U.S. Department of Commerce from
enforcing prohibitions contained in the Export Administration Regulations (the
"EARs") against FedEx. FedEx believes that the EARs violate common carriers'
rights to due process under the Fifth Amendment of the U.S. Constitution as they
unreasonably hold common carriers strictly liable for shipments that may violate
the EARs without requiring evidence that the carriers had knowledge of any
violations.

The China State Post Bureau is currently conducting an investigation into the
operations of FedEx Express regarding its handling of certain packages while
attempting to comply with the EARs. FedEx Express has and will continue to fully
cooperate with the Chinese authorities on the investigation.

CRITICAL ACCOUNTING ESTIMATES



The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make significant
judgments and estimates to develop amounts reflected and disclosed in the
financial statements. In many cases, there are alternative policies or
estimation techniques that could be used. We maintain a thorough process to
review the application of our accounting policies and to evaluate the
appropriateness of the many estimates that are required to prepare the financial
statements of a complex, global corporation. However, even under optimal
circumstances, estimates routinely require adjustment based on changing
circumstances and new or better information.

GOODWILL. Goodwill is tested for impairment between annual tests whenever events
or circumstances make it more likely than not that the fair value of a reporting
unit has fallen below its carrying value. We do not believe there has been any
other change of events or circumstances that would indicate that a reevaluation
of the goodwill of our reporting units is required as of November 30, 2019, nor
do we believe the goodwill of our reporting units is at risk of failing
impairment testing. For additional details on goodwill impairment testing, refer
to Note 1 to the financial statements included in our Annual Report.

Information regarding our critical accounting estimates can be found in our Annual Report, including Note 1 to the financial statements therein. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm.

FORWARD-LOOKING STATEMENTS



Certain statements in this report, including (but not limited to) those
contained in "Fuel," "Income Taxes," "Outlook," "Liquidity Outlook,"
"Contractual Cash Obligations and Off-Balance Sheet Arrangements" and "Critical
Accounting Estimates," and the "Financing Arrangements," "Retirement Plans,"
"Leases," "Commitments" and "Contingencies" notes to the consolidated financial
statements, are "forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995 with respect to our financial
condition, results of operations, cash flows, plans, objectives, future
performance and business. 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. These forward-looking statements
involve risks and uncertainties. Actual results may differ materially from those
contemplated (expressed or implied) by such forward-looking statements because
of, among other things, potential risks and uncertainties, such as:

• economic conditions in the global markets in which we operate;

• significant changes in the volumes of shipments transported through our

networks, customer demand for our various services or the prices we obtain for


   our services;



• 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 and effectively


   respond to changes in market dynamics;



• the impact of the United Kingdom's expected withdrawal from the European


   Union;




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• our ability to manage our network capacity and cost structure for capital


   expenditures and operating expenses, and match it to shifting and future
   customer volume levels;



• damage to our reputation or loss of brand equity;

• the price and availability of jet and vehicle fuel;

• the impact of intense competition on our ability to maintain or increase our

prices (including our fuel surcharges in response to rising fuel costs) or to


   maintain or grow our revenues and market share;



• any impacts on our businesses resulting from evolving or new U.S. domestic or

international government regulations, laws, policies and actions, which could

be unfavorable to our business, including regulatory or other actions

affecting data privacy and sovereignty, global aviation or other

transportation rights, increased air cargo, pilot flight and duty time and

other security or safety requirements, export controls, the use of new

technology and tax, accounting, trade (such as protectionist measures or

restrictions on free trade), foreign exchange intervention, labor (such as

card-check legislation, joint employment standards or changes to the Railway

Labor Act of 1926, as amended, affecting FedEx Express employees),

environmental (such as global climate change legislation) or postal rules;






•  future guidance, regulations, interpretations, or challenges to our tax

positions relating to the TCJA and our ability to defend our interpretations


   and realize the benefits of certain provisions of the TCJA;



• our ability to execute and effectively operate, integrate, leverage and grow

acquired businesses, and to continue to support the value we allocate to these

acquired businesses, including their goodwill and other intangible assets;

• our ability to maintain good relationships with our employees and avoid

attempts by labor organizations to organize groups of our employees, which

could significantly increase our operating costs and reduce our operational


   flexibility;



• the impact of costs related to lawsuits in which it is alleged that FedEx


   Ground should be treated as an employer of drivers employed by service
   providers engaged by FedEx Ground;



• any impact on our business from disruptions or modifications in service by, or

changes in the business or financial soundness of, the U.S. Postal Service,


   which is a significant customer and vendor of FedEx;




•  the impact of any international conflicts or terrorist activities on the

United States and global economies in general, the transportation industry or

us in particular, and what effects these events will have on our costs or the


   demand for our services;



• our ability to attract and retain employee talent and maintain our company


   culture;



• increasing costs, the volatility of costs and funding requirements and other


   legal mandates for employee benefits, especially pension and healthcare
   benefits;



• a shortage of pilots caused by a higher than normal number of pilot

retirements across the industry, increased flight hour requirements to achieve

a commercial pilot's license, reductions in the number of military pilots


   entering the commercial workforce and other factors;



• our ability to quickly and effectively restore operations following adverse


   weather or a localized disaster or disturbance in a key geography;




•  our ability to successfully mitigate unique technological, operational and
   regulatory risks related to our autonomous delivery strategy;




•  volatility or disruption in the debt capital markets and our ability to

   maintain our current credit ratings and commercial paper ratings;



• changes in our ability to attract and retain drivers and package and freight


   handlers;




                                     - 54 -

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• the increasing costs of compliance with federal, state and foreign

governmental agency mandates (including the Foreign Corrupt Practices Act and


   the U.K. Bribery Act) and defending against inappropriate or unjustified
   enforcement or other actions by such agencies;



• changes in foreign currency exchange rates, especially in the euro, Chinese

yuan, British pound, Canadian dollar, Australian dollar and Mexican peso,

which can affect our sales levels and foreign currency sales prices;

• market acceptance of our new service and growth initiatives;

• any liability resulting from and the costs of defending against class-action

and other litigation, such as wage-and-hour, joint employment, securities and

discrimination and retaliation claims, and any other legal or governmental

proceedings, including the matters discussed in Note 10 of the accompanying


   consolidated financial statements;



• the outcome of future negotiations to reach new collective bargaining

agreements - including with the union that represents the pilots of FedEx

Express (the current pilot agreement is scheduled to become amendable in

November 2021), with the union elected in 2015 to represent drivers at a FedEx

Freight, Inc. facility in the U.S., and with the union certified in 2019 to


   represent owner-drivers at a FedEx Freight Canada, Corp. facility;



• the impact of technology developments on our operations and on demand for our

services, and our ability to continue to identify and eliminate unnecessary

information-technology redundancy and complexity throughout the organization;

• widespread outbreak of an illness or any other communicable disease, or any


   other public health crisis;



• the alternative interest rates we are able to negotiate with counterparties

pursuant to the relevant provisions of our credit agreements in the event the

London Interbank Offered Rate or the euro interbank offered rate cease to


   exist and we make borrowings under the agreements; and




•  other risks and uncertainties you can find in our press releases and SEC

filings, including the risk factors identified under the heading "Risk

Factors" in "Management's Discussion and Analysis of Results of Operations and

Financial Condition" in our Annual Report, as updated by our quarterly reports

on Form 10-Q.




As a result of these and other factors, no assurance can be given as to our
future results and achievements. Accordingly, a forward-looking statement is
neither a prediction nor a guarantee of future events or circumstances and those
future events or circumstances may not occur. You should not place undue
reliance on the forward-looking statements, which speak only as of the date of
this report. We are under no obligation, and we expressly disclaim any
obligation, to update or alter any forward-looking statements, whether as a
result of new information, future events or otherwise.

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