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, 2020 ("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 collaboratively and
innovating digitally, under the respected FedEx brand. Our primary operating
companies are Federal Express Corporation ("FedEx 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 the "Reportable Segments" section of this MD&A for further discussion.
Additional information on our businesses can be found in our Annual Report.

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 revenue 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 revenue 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, uniforms and professional fees.

Except as otherwise specified, references to years indicate our fiscal year
ending May 31, 2021 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.

                                     - 21 -

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RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

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

                                      Three Months Ended         Percent           Six Months Ended         Percent
                                       2020          2019        Change            2020         2019        Change
Revenue                             $   20,563     $ 17,324            19        $ 39,884     $ 34,372            16
Operating income (loss):
FedEx Express segment                      900          236           281           1,610          521           209
FedEx Ground segment                       552          342            61           1,386          986            41
FedEx Freight segment                      252          141            79             526          335            57

Corporate, other and eliminations (239 ) (165 ) (45 )


         (467 )       (311 )         (50 )
Consolidated operating income            1,465          554           164           3,055        1,531           100
Operating margin:
FedEx Express segment                      8.7 %        2.6 %         610   bp        8.0 %        2.9 %         510   bp
FedEx Ground segment                       7.5 %        6.4 %         110   bp        9.6 %        9.4 %          20   bp
FedEx Freight segment                     13.0 %        7.6 %         540   bp       14.0 %        8.9 %         510   bp
Consolidated operating margin              7.1 %        3.2 %         390   bp        7.7 %        4.5 %         320   bp
Consolidated net income             $    1,226     $    560           119        $  2,471     $  1,305            89
Diluted earnings per share          $     4.55     $   2.13           114        $   9.26     $   4.97            86





                                                 Change in Revenue               Change in Operating Income (Loss)
                                           Three Months       Six Months      Three Months              Six Months
                                              Ended             Ended             Ended                   Ended
FedEx Express segment                     $        1,284     $      1,986     $         664         $            1,089
FedEx Ground segment                               2,029            3,890               210                        400
FedEx Freight segment                                 92               13               111                        191
FedEx Services segment                                 3                7                 -                          -
Corporate, other and eliminations                   (169 )           (384 )             (74 )                     (156 )
                                          $        3,239     $      5,512     $         911         $            1,524


Overview

Elevated demand for our residential delivery services, resulting from the
ongoing impact of the coronavirus ("COVID-19") pandemic, continued during the
second quarter of 2021. In addition, demand for our business-to-business
delivery services strengthened relative to the first quarter of 2021 as
COVID-19-related restrictions moderated globally during the second quarter. As a
result, our revenue and operating income improved during the second quarter and
first half of 2021. We continued to incur increased operating expenses to
support elevated levels of demand for our services in the COVID-19 pandemic
environment, including additional labor expenses, costs of operating our
seven-day network at FedEx Ground and costs of operating our air network to
support higher demand in key international supply chains impacted by constrained
commercial air capacity. We also incurred increased operating expenses related
to personal protective equipment and medical/safety supplies, as well as
additional security and cleaning services, in order to protect our team members
and customers during the COVID-19 pandemic, of approximately $50 million in the
second quarter and $150 million in the first half of 2021. In addition, we
incurred costs associated with network contingencies, including additional
personnel to support operations through the peak season during the pandemic.

Our consolidated operating income improved during both the second quarter and
first half of 2021 due to international export and U.S. domestic package volume
growth at FedEx Express, residential volume growth at FedEx Ground and pricing
initiatives across all of our transportation segments. Higher purchased
transportation expenses at FedEx Ground are also driven by increased residential
product mix in both the second quarter and first half of 2021. Additionally,
higher variable incentive compensation expense negatively impacted
year-over-year second quarter comparisons by approximately $215 million and
first half comparisons by approximately $410 million.

                                     - 22 -

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The loss of business from a large customer negatively impacted earnings in 2020.
In addition, 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 Note 1 of the accompanying unaudited condensed
consolidated financial statements for additional information.

We incurred integration expenses totaling $48 million ($36 million, net of tax,
or $0.13 per diluted share) in the second quarter and $97 million ($74 million,
net of tax, or $0.28 per diluted share) in the first half of 2021, a $16 million
decrease from the second quarter and a $38 million decrease from the first half
of 2020. 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. 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.

Consolidated net income in the second quarter and first half of 2021 includes a
pre-tax, noncash mark-to-market ("MTM") net loss of $52 million ($41 million,
net of tax, or $0.15 per diluted share) associated with freezing our TNT Express
Netherlands Pension Plan. See the "Retirement Plan MTM Adjustment" section of
this MD&A and Note 7 of the accompanying unaudited condensed consolidated
financial statements for additional information.

The comparison of net income between 2021 and 2020 is affected by a tax benefit
of $191 million ($0.71 per diluted share) recognized during the second quarter
of 2021, primarily attributable to guidance issued by the Internal Revenue
Service ("IRS") during the quarter, and a tax benefit of $133 million ($0.51 per
diluted share) from the reduction of a valuation allowance recognized during the
second quarter and first half of 2020. See the "Income Taxes" section of this
MD&A for further information.

                                     - 23 -

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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 relate to our international


       priority, economy and airfreight services.


                                     - 24 -

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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.


                                     - 25 -

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Revenue



Revenue increased 19% in the second quarter and 16% in the first half of 2021
primarily due to volume growth in residential delivery services at FedEx Ground
and U.S. domestic package volume growth at FedEx Express, both reflecting
increased e-commerce demand resulting from the ongoing impact of the COVID-19
pandemic. In addition, demand for our business-to-business delivery services
strengthened relative to the first quarter of 2021 as COVID-19-related
restrictions moderated globally during the second quarter. International export
package volume growth at FedEx Express and pricing initiatives across all of our
transportation segments also contributed to the increase in revenue during the
second quarter and first half of 2021. Additionally, one additional operating
day at all of our transportation segments positively impacted revenue in the
first half of 2021. These positive factors were partially offset by lower fuel
surcharges at all of our transportation segments during both the second quarter
and first half of 2021.

At FedEx Ground, revenue increased 38% in the second quarter and 37% in the
first half of 2021 primarily due to residential delivery volume growth. This
sharp increase in demand is the result of a shift in consumer shopping patterns
accelerated by the COVID-19 pandemic. Revenue at FedEx Express increased 14% in
the second quarter and 11% in the first half of 2021 due to international export
and U.S. domestic package volume growth. FedEx Freight revenue increased 5% in
the second quarter of 2021 primarily due to higher revenue per shipment. Revenue
at FedEx Freight remained flat in the first half of 2021 due to higher revenue
per shipment, partially offset by decreased average daily shipments.

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
                                    2020          2019        Change           2020         2019        Change
Operating expenses:
Salaries and employee benefits   $    7,443     $  6,235            19       $ 14,295     $ 12,322            16
Purchased transportation              5,407        4,328            25         10,384        8,356            24
Rentals and landing fees              1,006          924             9          1,942        1,844             5
Depreciation and amortization           936          901             4          1,862        1,780             5
Fuel                                    625          890           (30 )        1,190        1,760           (32 )
Maintenance and repairs                 815          774             5          1,621        1,542             5
Asset impairment charges                  -           66            NM              -           66            NM
Other                                 2,866        2,652             8          5,535        5,171             7
Total operating expenses             19,098       16,770            14         36,829       32,841            12
Operating income                 $    1,465     $    554           164       $  3,055     $  1,531           100




                                                  Percent of Revenue
                                    Three Months Ended             Six Months Ended
                                   2020             2019          2020           2019
Operating expenses:
Salaries and employee benefits        36.2    %      36.0   %       35.8    %     35.8   %
Purchased transportation              26.3           25.0           26.0          24.3
Rentals and landing fees               4.9            5.3            4.9           5.4
Depreciation and amortization          4.6            5.2            4.7           5.2
Fuel                                   3.0            5.1            3.0           5.1
Maintenance and repairs                4.0            4.5            4.0           4.5
Asset impairment charges                 -            0.4              -           0.2
Other                                 13.9           15.3           13.9          15.0
Total operating expenses              92.9           96.8           92.3          95.5
Operating margin                       7.1    %       3.2   %        7.7    %      4.5   %


Volume growth, as discussed in the "Revenue" section of this MD&A, contributed
to a 25% increase in purchased transportation costs in the second quarter and a
24% increase in the first half of 2021, as well as an increase in salaries and
employee benefits expense of 19% in the second quarter and 16% in the first half
of 2021. Purchased transportation costs were also higher in both the second
quarter and first half of 2021 driven by increased residential product mix at
FedEx Ground. In addition, salaries and employee benefits expense increased in
both the second quarter and first half of 2021 due to higher variable incentive
compensation expense and merit increases.

                                     - 26 -

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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 30% in the second quarter and 32% in the first half of
2021 due to lower fuel prices. 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 2021 and 2020 in the
accompanying discussion of each of our transportation segments.

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 on operating income described below and
for each segment below excludes the impact from these table changes.

The net impact of fuel had a slight benefit to operating income in the second quarter and first half of 2021 as decreased fuel prices outpaced lower fuel surcharges.

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 of 2020.

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Retirement Plan MTM Adjustment



We incurred a pre-tax, noncash MTM net loss of $52 million ($41 million, net of
tax, or $0.15 per diluted share) in the second quarter of 2021 related to
amendments to the TNT Express Netherlands Pension Plan. Benefits for
approximately 2,100 employees will be frozen effective December 31, 2020.
Effective January 1, 2021, these employees will begin earning pension benefits
under a separate, multi-employer pension plan. See Note 7 of the accompanying
unaudited condensed consolidated financial statements for additional
information.

Income Taxes



Our effective tax rate was 12.8% for the second quarter and 18.0% for the first
half of 2021, compared to 2.1% for the second quarter and 16.8% for the first
half of 2020. The 2021 tax rates include a benefit of $191 million from an
increase in our 2020 tax loss that the Coronavirus Aid, Relief, and Economic
Security Act ("CARES Act") will allow to be carried back to 2015, when the U.S.
federal income tax rate was 35%. The increase in our estimated 2020 tax loss is
attributable to our Application for Change in Accounting Method filed with the
IRS during the fourth quarter of 2020 discussed below and other accelerated
deductions to be claimed on the 2020 tax return. The 2020 tax rates included a
$133 million benefit from a valuation allowance reduction which, when combined
with substantially lower consolidated earnings, produced a significantly lower
rate for the second quarter of 2020 compared to the second quarter of 2021.

We filed an application with the IRS in 2020 requesting approval to change our
accounting method for depreciation to allow retroactive application of tax
regulations issued during 2020 on certain assets placed in service during 2018
and 2019. During the second quarter of 2021, the IRS issued guidance granting
automatic approval to change the method of accounting for these assets resulting
in an income tax benefit of $130 million for the second quarter.

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 IRS for the
2016 and 2017 tax years. 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.

During the second quarter of 2021, we filed suit in U.S. District Court for the
Western District of Tennessee challenging the validity of a tax regulation
related to the one-time transition tax on unrepatriated foreign earnings, which
was enacted as part of the Tax Cuts and Jobs Act ("TCJA"). Our lawsuit seeks to
have the court declare this regulation invalid and order the refund of
overpayments of U.S. federal income taxes for 2018 and 2019 attributable to the
denial of foreign tax credits under the regulation. We have recorded a
cumulative benefit of $233 million through 2019 attributable to our
interpretation of the TCJA and the Internal Revenue Code. If we are ultimately
unsuccessful in defending our position, we may be required to reverse the
benefit previously recorded.

Business Acquisitions



On December 2, 2020, we agreed to acquire ShopRunner, Inc. ("ShopRunner"), an
e-commerce platform that directly connects brands and merchants with online
shoppers. The cost of the acquisition will not be material and will be funded
with cash from operations. This acquisition is expected to be completed in
December 2020, subject to customary conditions, including regulatory approval.
The financial results of ShopRunner will be included in "Corporate, other and
eliminations" from the date of acquisition and are not expected to be material
to our results of operations in 2021.

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Outlook



We anticipate the continuing impacts of the COVID-19 pandemic will drive
increased demand for our FedEx Ground and FedEx Express services in the second
half of the fiscal year resulting in improved year-over-year revenue and
operating income at those two segments for the remainder of 2021. In addition,
yield management and improved productivity is anticipated to contribute to
revenue and operating income growth at the FedEx Freight segment in 2021.
However, the uncertainty concerning the COVID-19 pandemic, as well as the
potential for additional government-related restrictions, continues to make any
expectations for the second half of 2021 inherently less certain. If our current
trends continue, we expect certain expenses, including higher variable incentive
compensation accruals, rising labor costs and increased supply and other costs
related to the COVID-19 pandemic, to continue to be incurred during the
remainder of 2021. We also expect headwinds related to the December 31, 2020
expiration of the aviation excise tax holiday created by the CARES Act and a
higher effective income tax rate for the second half of 2021.

Government travel warnings as well as existing restrictions related to the
COVID-19 pandemic are expected to continue to impact the demand for commercial
air travel, thereby reducing available air freight capacity. As a result of
these ongoing capacity constraints, we expect continued strong demand for
international priority shipments for the remainder of 2021 to necessitate
increased usage of our assets to support demand in key international supply
chains. In addition, we anticipate a modest increase in volumes from the
delivery of COVID-19 vaccines. We will continue managing network capacity,
flexing our network and making adjustments as needed to align with volumes and
operating conditions.

In response to current business conditions, we are extending certain surcharges
beyond the peak shipping period, although at a reduced rate. These surcharges
will begin on January 18, 2021 and may be adjusted in future periods as business
or market conditions evolve.

We have expanded FedEx Ground seven-day residential delivery coverage to nearly
95 percent of the U.S. population and will continue to optimize our network
capacity to meet evolving customer needs. During the remainder of 2021, we will
focus on last-mile residential delivery optimization, including by directing
certain U.S. day-definite residential FedEx Express shipments into the FedEx
Ground network to increase efficiency and lower our cost-to-serve. We also are
focused on improving revenue quality and lowering costs through advanced
technology aimed at improving productivity and safety.

We are continuing to execute our TNT Express integration plans and are scheduled
to complete the integration of the FedEx Express and TNT Express linehaul and
pickup-and-delivery operations and begin offering an enhanced portfolio of
international services in 2021. We will leverage the capabilities that TNT
Express adds to our portfolio, which are expected to improve our European
revenue and profitability, which continue to underperform our expectations for
that market. We expect to complete the final phase of international air network
interoperability in early calendar 2022.

We expect to incur approximately $80 million of integration expenses in the
remainder of 2021 in the form of professional fees, outside service contracts,
salaries and wages and other operating expenses. We expect the aggregate
integration program expenses to be $1.7 billion through the completion of the
physical network integration of TNT Express into FedEx Express in 2022.

As we approach the completion of the physical network integration of TNT Express
in 2022, we are evaluating opportunities and pursuing initiatives in addition to
the integration to continue to transform and optimize the FedEx Express
international business, particularly in Europe. These actions are focused on
reducing the complexity and fragmentation of our international business,
improving efficiency to meet changing customer expectations and business
dynamics, lowering costs, increasing profitability and improving service levels.
We expect to incur additional costs, over multiple years, which may be material,
including transformation costs and capital investments related to these actions.

Our expectations for the remainder of 2021 are dependent on key external factors, including no further weakening of global economic conditions or additional shut-downs related to the COVID-19 pandemic, current fuel price expectations, and no additional adverse developments in international trade policies and relations.

Other Outlook Matters. For details on key 2021 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.


                                     - 29 -

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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, small-package
                         ground delivery and freight transportation)
                         FedEx Custom Critical, Inc. ("FedEx Custom Critical")
                         (time-critical transportation)
                         FedEx Cross Border Holdings, Inc. ("FedEx Cross Border")
                         (cross-border e-commerce technology and e-commerce
                         transportation solutions)

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 revenue 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, the results of the FedEx Logistics, Inc.
("FedEx Logistics") and FedEx Office and Print Services, Inc. ("FedEx Office")
operating segments are included in corporate and other. FedEx Office provides an
array of document and business services and retail access to our customers for
our package transportation businesses. FedEx Logistics provides integrated
supply chain management solutions, specialty transportation, customs brokerage
and global ocean and air freight forwarding.

In the second quarter and first half of 2021, the decrease in revenue in
"Corporate, other and eliminations" was due to a significant decline in
non-shipping revenue at FedEx Office resulting from the COVID-19 pandemic. The
transfer of FedEx Custom Critical and FedEx Cross Border into the FedEx Express
segment contributed to the decrease in revenue in the second quarter and first
half of 2021.

Certain FedEx operating companies provide transportation and related services
for other FedEx companies outside their reportable segment in order to optimize
our resources. For example, during the second quarter and first half of 2021,
FedEx Freight provided road and intermodal support for both FedEx Ground and
FedEx Express and FedEx Ground provided delivery support for certain FedEx
Express packages as part of our last-mile optimization efforts. Billings for
such services are based on negotiated rates, which we believe approximate fair
value, and are reflected as revenue of the billing segment. These rates are
adjusted from time to time based on market conditions. Such intersegment revenue
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 revenue, 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
                                    2020          2019        Change            2020         2019        Change
Revenue:
Package:
U.S. overnight box               $     2,012     $ 1,864             8        $  3,873     $  3,730             4
U.S. overnight envelope                  435         457            (5 )           861          936            (8 )
U.S. deferred                          1,204         980            23           2,300        1,936            19
Total U.S. domestic package
revenue                                3,651       3,301            11           7,034        6,602             7
International priority                 2,510       1,817            38           4,827        3,634            33
International economy                    658         873           (25 )         1,274        1,728           (26 )
Total international export
package revenue                        3,168       2,690            18           6,101        5,362            14
International domestic(1)              1,206       1,165             4           2,294        2,241             2
Total package revenue                  8,025       7,156            12          15,429       14,205             9
Freight:
U.S.                                     799         698            14           1,632        1,393            17
International priority                   737         473            56           1,390          937            48
International economy                    408         541           (25 )           779        1,057           (26 )
International airfreight                  65          70            (7 )           140          136             3
Total freight revenue                  2,009       1,782            13           3,941        3,523            12
Other(2)                                 334         146           129             645          301           114
Total revenue                         10,368       9,084            14          20,015       18,029            11
Operating expenses:
Salaries and employee benefits         3,922       3,405            15           7,664        6,777            13
Purchased transportation               1,449       1,267            14           2,753        2,499            10
Rentals and landing fees                 542         505             7           1,046        1,018             3
Depreciation and amortization            482         469             3             959          931             3
Fuel                                     529         754           (30 )         1,025        1,497           (32 )
Maintenance and repairs                  542         514             5           1,093        1,031             6
Asset impairment charges                   -          66            NM               -           66            NM
Intercompany charges                     486         500            (3 )           947          969            (2 )
Other                                  1,516       1,368            11           2,918        2,720             7
Total operating expenses               9,468       8,848             7          18,405       17,508             5
Operating income                 $       900     $   236           281        $  1,610     $    521           209
Operating margin                         8.7 %       2.6 %         610   bp        8.0 %        2.9 %         510   bp

(1) International domestic revenue relates to our international intra-country

operations.

(2) Includes the operations of FedEx Custom Critical and FedEx Cross Border for


       the periods ended November 30, 2020.


                                     - 31 -

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                                                  Percent of Revenue
                                    Three Months Ended             Six Months Ended
                                   2020             2019          2020           2019
Operating expenses:
Salaries and employee benefits        37.8    %      37.5   %       38.3    %     37.6   %
Purchased transportation              14.0           13.9           13.8          13.9
Rentals and landing fees               5.2            5.6            5.2           5.6
Depreciation and amortization          4.7            5.2            4.8           5.1
Fuel                                   5.1            8.3            5.1           8.3
Maintenance and repairs                5.2            5.6            5.5           5.7
Asset impairment charges                 -            0.7              -           0.4
Intercompany charges                   4.7            5.5            4.7           5.4
Other                                 14.6           15.1           14.6          15.1
Total operating expenses              91.3           97.4           92.0          97.1
Operating margin                       8.7    %       2.6   %        8.0    %      2.9   %

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
                                         2020          2019        Change         2020         2019        Change
Package Statistics
Average daily package volume (ADV):
U.S. overnight box                         1,453        1,244            17        1,369        1,231            11
U.S. overnight envelope                      512          547            (6 )        497          554           (10 )
U.S. deferred                              1,339        1,012            32        1,272          994            28
Total U.S. domestic ADV                    3,304        2,803            18        3,138        2,779            13
International priority                       748          565            32          722          548            32
International economy                        296          315            (6 )        277          304            (9 )
Total international export ADV             1,044          880            19          999          852            17
International domestic(1)                  2,635        2,669            (1 )      2,464        2,509            (2 )
Total ADV                                  6,983        6,352            10        6,601        6,140             8
Revenue per package (yield):
U.S. overnight box                    $    21.98     $  23.78            (8 )   $  22.10     $  23.86            (7 )
U.S. overnight envelope                    13.50        13.26             2        13.53        13.29             2
U.S. deferred                              14.27        15.39            (7 )      14.12        15.34            (8 )
U.S. domestic composite                    17.54        18.70            (6 )      17.51        18.71            (6 )
International priority                     53.26        51.03             4        52.24        52.25             -
International economy                      35.29        43.94           (20 )      35.84        44.71           (20 )
International export composite             48.17        48.49            (1 )      47.69        49.55            (4 )
International domestic(1)                   7.27         6.92             5         7.27         7.03             3
Composite package yield               $    18.24     $  17.88             2     $  18.26     $  18.21             -
Freight Statistics
Average daily freight pounds:
U.S.                                       9,511        8,364            14        9,175        8,188            12
International priority                     6,234        5,230            19        5,862        5,010            17
International economy                     13,560       15,241           (11 )     12,581       14,473           (13 )
International airfreight                   1,605        1,726            (7 )      1,590        1,640            (3 )
Total average daily freight pounds        30,910       30,561             1       29,208       29,311             -
Revenue per pound (yield):
U.S.                                  $     1.33     $   1.32             1     $   1.39     $   1.34             4
International priority                      1.88         1.43            31         1.85         1.47            26
International economy                       0.48         0.56           (14 )       0.48         0.57           (16 )
International airfreight                    0.64         0.65            (2 )       0.69         0.65             6
Composite freight yield               $     1.03     $   0.93            11     $   1.05     $   0.95            11



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


       operations.


                                     - 32 -

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FedEx Express Segment Revenue

FedEx Express segment revenue increased 14% in the second quarter and 11% in the
first half of 2021 due to international export and U.S. domestic package volume
growth, partially offset by lower fuel surcharges. The demand for our U.S.
domestic residential service offerings continued to accelerate during the second
quarter of 2021 due to the COVID-19 pandemic. Revenue was also positively
impacted by pricing initiatives resulting from global air freight capacity
constraints in the second quarter and first half of 2021 and one additional
operating day in the first half of 2021. FedEx Express segment revenue includes
a benefit from a reduction in aviation excise taxes on cargo provided by the
CARES Act in the second quarter and first half of 2021.

International export package average daily volumes increased 19% in the second
quarter and 17% in the first half of 2021 led by volume growth from Asia-Pacific
and Europe. International export package yields decreased 4% in the first half
of 2021 primarily due to lower fuel surcharges and base yield declines driven by
lower weight per package, partially offset by favorable exchange rates and
pricing initiatives resulting from global air freight capacity constraints. U.S.
domestic package average daily volumes increased 18% in the second quarter and
13% in the first half of 2021 driven by growth in deferred service offerings,
reflecting increased e-commerce demand resulting from the COVID-19 pandemic.
U.S. domestic package yields decreased 6% in both the second quarter and first
half of 2021 due to decreased base yields driven by lower weight per package, as
well as lower fuel surcharges. Composite freight yields increased 11% in both
the second quarter and first half of 2021 primarily due to improved base yields,
partially offset by lower fuel surcharges. Other revenue increased 129% in the
second quarter and 114% in the first half of 2021 due to the transfer of FedEx
Custom Critical and FedEx Cross Border into the FedEx Express segment.

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


                                              2020           2019           2020          2019
U.S. Domestic and Outbound Fuel
Surcharge:
Low                                              3.50 %         7.21 %         2.73 %        7.21 %
High                                             3.83           8.45           4.12          8.45
Weighted-average                                 3.64           7.53           3.54          7.54
International Export and Freight Fuel
Surcharge:
Low                                              1.17           6.74           0.28          6.74
High                                            16.52          18.56          17.00         18.56
Weighted-average                                10.67          15.64          10.49         15.59
International Domestic Fuel Surcharge:
Low                                              2.62           3.20           2.62          3.20
High                                            19.21          19.40          20.33         19.47
Weighted-average                                 5.91           7.29           5.92          7.39

FedEx Express Segment Operating Income

FedEx Express segment operating income increased 281% in the second quarter and
209% in the first half of 2021 due to international export and U.S. domestic
package volume growth. FedEx Express segment operating results include
approximately $70 million in the second quarter and $135 million in the first
half of 2021 related to a benefit from a reduction in aviation excise taxes
provided by the CARES Act. Results for the second quarter and first half of 2020
were negatively impacted by $66 million of asset impairment charges associated
with the decision to permanently retire certain aircraft and related engines at
FedEx Express. These factors were partially offset by higher variable incentive
compensation expense of approximately $120 million in the second quarter and
$230 million in the first half of 2021. In addition, we continued to incur
increased operating expenses to support elevated levels of demand for our
services in the COVID-19 pandemic environment in the second quarter and first
half of 2021, including costs of operating our global network to support higher
demand, which is partially impacted by constrained commercial air capacity.

FedEx Express segment results included $43 million of integration expenses in
the second quarter and $80 million of such expenses in the first half of 2021, a
$6 million decrease from the second quarter and a $26 million decrease from the
first half of 2020.

                                     - 33 -

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


Salaries and employee benefits expense increased 15% in the second quarter and
13% in the first half of 2021 primarily due to staffing to support volume growth
and higher variable incentive compensation expense. In addition, increased costs
associated with network contingencies as a result of the COVID-19 pandemic
contributed to the increase in salaries and employee benefits expense in both
the second quarter and first half of 2021. Purchased transportation expense
increased 14% in the second quarter and 10% in the first half of 2021 primarily
due to the transfer of FedEx Custom Critical and FedEx Cross Border into the
FedEx Express segment. Other operating expense increased 11% in the second
quarter and 7% in the first half of 2021 primarily due to higher outside service
contract expense and bad debt expense. Additionally, higher operating supplies,
partially offset by decreased travel, both driven by the COVID-19 pandemic,
negatively impacted other operating expense in both the second quarter and first
half of 2021.

Fuel expense decreased 30% in the second quarter and 32% in the first half of
2021 due to lower fuel prices. The net impact of fuel had a slightly negative
impact to operating income in the second quarter and first half of 2021 as lower
fuel surcharges outpaced 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.

                                     - 34 -

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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
revenue, 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
                                    2020          2019        Change            2020         2019        Change
Revenue                          $     7,344     $ 5,315            38        $ 14,384     $ 10,494            37
Operating expenses:
Salaries and employee benefits         1,557         971            60           2,831        1,842            54
Purchased transportation               3,488       2,561            36           6,779        4,864            39
Rentals                                  289         249            16             553          488            13
Depreciation and amortization            205         195             5             409          388             5
Fuel                                       5           4            25               9            7            29
Maintenance and repairs                  124          98            27             231          185            25
Intercompany charges                     446         394            13             878          769            14
Other                                    678         501            35           1,308          965            36
Total operating expenses               6,792       4,973            37          12,998        9,508            37
Operating income                 $       552     $   342            61        $  1,386     $    986            41
Operating margin                         7.5 %       6.4 %         110   bp        9.6 %        9.4 %          20   bp
Average daily package volume          12,315       9,556            29          11,931        9,192            30
Revenue per package (yield)      $      9.42     $  8.80             7        $   9.38     $   8.96             5




                                                  Percent of Revenue
                                    Three Months Ended             Six Months Ended
                                   2020             2019          2020           2019
Operating expenses:
Salaries and employee benefits        21.2    %      18.3   %       19.7    %     17.6   %
Purchased transportation              47.5           48.2           47.1          46.3
Rentals                                3.9            4.7            3.9           4.6
Depreciation and amortization          2.8            3.7            2.8           3.7
Fuel                                   0.1            0.1            0.1           0.1
Maintenance and repairs                1.7            1.8            1.6           1.8
Intercompany charges                   6.1            7.4            6.1           7.3
Other                                  9.2            9.4            9.1           9.2
Total operating expenses              92.5           93.6           90.4          90.6
Operating margin                       7.5    %       6.4   %        9.6    %      9.4   %

FedEx Ground Segment Revenue



FedEx Ground segment revenue increased 38% in the second quarter and 37% in the
first half of 2021 primarily due to residential delivery volume growth. This
sharp increase in demand resulted from a shift in consumer shopping patterns
accelerated by the COVID-19 pandemic. In addition, we experienced increased
demand for our business-to-business delivery services relative to the first
quarter of 2021 as COVID-19-related restrictions moderated during the second
quarter. Additionally, revenue was positively impacted by yield management in
the second quarter and first half of 2021 and one additional operating day in
the first half of 2021.

Average daily volume increased 29% in the second quarter and 30% in the first
half of 2021 primarily due to continued growth in residential services driven by
e-commerce. FedEx Ground yields increased 7% in the second quarter and 5% in the
first half of 2021 primarily due to yield improvement actions, partially offset
by lower fuel surcharges.

                                     - 35 -

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


The FedEx Ground fuel surcharge is based on a rounded average of the national
U.S. on-highway 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
                     2020           2019         2020          2019
Low                     5.50 %        6.75 %        5.50 %      6.75 %
High                    5.75          7.00          5.75        7.25
Weighted-average        5.73          6.92          5.74        6.98

FedEx Ground Segment Operating Income



FedEx Ground segment operating income increased 61% in the second quarter and
41% in the first half of 2021 primarily due to residential delivery volume
growth and yield improvement. These factors were partially offset by higher
purchased transportation contractor settlement rates resulting from residential
product mix, as well as additional labor expenses and higher self-insurance
accruals in the second quarter and first half of 2021.

Purchased transportation expense increased 36% in the second quarter and 39% in
the first half of 2021 due to higher volume and increased residential product
mix. Salaries and employee benefits expense increased 60% in the second quarter
and 54% in the first half of 2021 due to additional staffing to support volume
growth, including costs associated with operating our seven-day network, merit
increases and higher variable incentive compensation expense. In addition,
increased costs associated with network contingencies as a result of the
COVID-19 pandemic contributed to the increase in salaries and employee benefits
expense in both the second quarter and first half of 2021. Other operating
expense increased 35% in the second quarter and 36% in the first half of 2021
primarily due to higher self-insurance accruals and higher operating supplies
driven by the COVID-19 pandemic.

The net impact of fuel had a moderate benefit to operating income in the second
quarter and first half of 2021 as decreased fuel prices outpaced 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.

                                     - 36 -

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

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 revenue, 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
                                    2020          2019        Change            2020         2019        Change
Revenue                          $    1,936     $  1,844             5        $  3,762     $  3,749             -
Operating expenses:
Salaries and employee benefits          915          900             2           1,773        1,819            (3 )
Purchased transportation                209          187            12             379          374             1
Rentals                                  59           52            13             115          104            11
Depreciation and amortization           105           97             8             211          191            10
Fuel                                     90          132           (32 )           155          255           (39 )
Maintenance and repairs                  57           68           (16 )           110          133           (17 )
Intercompany charges                    122          130            (6 )           241          256            (6 )
Other                                   127          137            (7 )           252          282           (11 )
Total operating expenses              1,684        1,703            (1 )         3,236        3,414            (5 )
Operating income                 $      252     $    141            79        $    526     $    335            57
Operating margin                       13.0 %        7.6 %         540   bp       14.0 %        8.9 %         510   bp
Average daily shipments (in
thousands):
Priority                               78.1         77.4             1            74.6         78.0            (4 )
Economy                                32.9         32.6             1            31.5         32.7            (4 )
Total average daily shipments         111.0        110.0             1           106.1        110.7            (4 )
Weight per shipment (lbs):
Priority                              1,106        1,139            (3 )         1,101        1,147            (4 )
Economy                               1,015          983             3           1,006          971             4
Composite weight per shipment         1,079        1,092            (1 )         1,073        1,095            (2 )
Revenue per shipment:
Priority                         $   264.05     $ 258.90             2        $ 262.02     $ 257.14             2
Economy                              313.35       295.29             6          308.15       295.53             4
Composite revenue per shipment   $   278.66     $ 270.38             3        $ 275.71     $ 268.83             3
Revenue per hundredweight:
Priority                         $    23.86     $  22.74             5        $  23.79     $  22.41             6
Economy                               30.88        30.05             3           30.62        30.43             1
Composite revenue per
hundredweight                    $    25.82     $  24.75             4        $  25.69     $  24.54             5




                                                  Percent of Revenue
                                    Three Months Ended             Six Months Ended
                                   2020             2019          2020           2019
Operating expenses:
Salaries and employee benefits        47.3    %      48.8   %       47.1    %     48.5   %
Purchased transportation              10.8           10.1           10.1          10.0
Rentals                                3.0            2.8            3.1           2.8
Depreciation and amortization          5.4            5.3            5.6           5.1
Fuel                                   4.7            7.2            4.1           6.8
Maintenance and repairs                2.9            3.7            2.9           3.6
Intercompany charges                   6.3            7.1            6.4           6.8
Other                                  6.6            7.4            6.7           7.5
Total operating expenses              87.0           92.4           86.0          91.1
Operating margin                      13.0    %       7.6   %       14.0    %      8.9   %


                                     - 37 -

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FedEx Freight Segment Revenue

FedEx Freight segment revenue increased 5% in the second quarter of 2021 primarily due to higher revenue per shipment. FedEx Freight segment revenue remained flat in the first half of 2021 due to higher revenue per shipment, partially offset by decreased average daily shipments.



Revenue per shipment increased 3% in both the second quarter and first half of
2021 primarily due to higher base rates reflecting our ongoing revenue quality
initiatives, partially offset by lower fuel surcharges and lower weight per
shipment. Average daily shipments increased 1% in the second quarter of 2021 due
to volumes returning to pre-COVID-19 levels. Despite the increased demand in the
second quarter of 2021, demand for our service offerings in the first half of
2021 was negatively impacted by the COVID-19 pandemic and related supply chain
disruptions, resulting in a 4% decrease in average daily shipments.

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
                      2020          2019         2020         2019
Low                     21.00 %      23.50 %       21.00 %     23.50 %
High                    21.40        24.00         21.40       24.40
Weighted-average        21.10        23.80         21.20       23.80

FedEx Freight Segment Operating Income



FedEx Freight segment operating income increased 79% in the second quarter and
57% in the first half of 2021 driven by continued focus on revenue quality
initiatives, aligning our cost structure with current business levels and
improving operational efficiencies. These positive factors more than offset the
negative impact on volumes from the COVID-19 pandemic and weaker economic
conditions for the first half of 2021.

Salaries and employee benefits expense increased only 2% in the second quarter
of 2021 primarily due to improved operational productivity, in spite of higher
variable incentive compensation expense, merit increases and higher volumes.
Salaries and employee benefits expense decreased 3% in the first half of 2021
primarily due to improved operational productivity and lower volumes, partially
offset by higher variable incentive compensation expense and merit increases.
Purchased transportation expense increased 12% in the second quarter of 2021
primarily due to higher utilization of third-party rail providers and increased
rates from third-party motor providers.

Fuel expense decreased 32% in the second quarter and 39% in the first half of
2021 primarily due to lower fuel prices. The net impact of fuel had a slightly
negative impact to operating income in the second quarter and first half of 2021
as lower fuel surcharges outpaced 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.

                                     - 38 -

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



FINANCIAL CONDITION

LIQUIDITY

Cash and cash equivalents totaled $8.3 billion at November 30, 2020, compared to
$4.9 billion at May 31, 2020. The following table provides a summary of our cash
flows for the six-month periods ended November 30 (in millions):

                                                         2020         2019
Operating activities:
Net income                                             $  2,471     $  1,305
Noncash charges and credits                               3,808        3,322
Changes in assets and liabilities                        (1,049 )     (2,553 )
Cash provided by operating activities                     5,230        

2,074


Investing activities:
Capital expenditures                                     (2,826 )     (3,266 )
Proceeds from asset dispositions and other                   14            4
Cash used in investing activities                        (2,812 )     (3,262 )
Financing activities:
Proceeds from short-term borrowings, net                      -          150
Principal payments on debt                                  (75 )     (1,021 )
Proceeds from debt issuances                                970        2,093
Proceeds from stock issuances                               431           26
Dividends paid                                             (341 )       (339 )
Purchase of treasury stock                                    -           (3 )
Other, net                                                  (12 )         (5 )
Cash provided by financing activities                       973          

901


Effect of exchange rate changes on cash                      67           (1 )
Net increase (decrease) in cash and cash equivalents   $  3,458     $   (288 )
Cash and cash equivalents at the end of period         $  8,339     $  2,031


Cash flows from operating activities increased $3.2 billion in the first half of
2021 primarily due to higher net income and lower pension contributions. Capital
expenditures decreased during the first half of 2021 primarily due to lower
spending related to vehicles and facilities across all of our transportation
segments. See the "Capital Resources" section of this MD&A for a discussion of
capital expenditures during 2021 and 2020.

During August 2020, FedEx Express issued $970 million of Pass Through
Certificates, Series 2020-1AA (the "Certificates") with a fixed interest rate of
1.875% due in February 2034 utilizing pass through trusts. The Certificates are
secured by 19 Boeing aircraft. The payment obligations of FedEx Express in
respect of the Certificates are fully and unconditionally guaranteed by FedEx.
FedEx Express is using the proceeds from the issuance for general corporate
purposes. See Note 4 of the accompanying consolidated financial statements for
additional information regarding the terms of the Certificates.

                                     - 39 -

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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
                                                                                                    2020/2019
                                   Three Months Ended          Six Months Ended        Three Months           Six Months
                                    2020          2019         2020         2019           Ended                 Ended
Aircraft and related equipment   $      500      $   587     $   1,273     $ 1,128               (15 )                    13
Package handling and ground
support equipment                       344          267           561         408                29                      38
Vehicles and trailers                   104          399           141         660               (74 )                   (79 )
Information technology                  177          243           371         465               (27 )                   (20 )
Facilities and other                    277          352           480         605               (21 )                   (21 )
Total capital expenditures       $    1,402      $ 1,848     $   2,826     $ 3,266               (24 )                   (13 )

FedEx Express segment            $      804      $ 1,061     $   1,832     $ 2,012               (24 )                    (9 )
FedEx Ground segment                    387          447           591         543               (13 )                     9
FedEx Freight segment                    59          131            98         317               (55 )                   (69 )
FedEx Services segment                  129          154           247         305               (16 )                   (19 )
Other                                    23           55            58          89               (58 )                   (35 )
Total capital expenditures       $    1,402      $ 1,848     $   2,826     $ 3,266               (24 )                   (13 )


Capital expenditures decreased during the first half of 2021 primarily due to
lower spending related to vehicles and facilities across all of our
transportation segments, as well as decreased spending on information technology
at FedEx Services and FedEx Freight, partially offset by increased spending on
package handling equipment at FedEx Ground and higher spending related to
aircraft at FedEx Express.

GUARANTOR FINANCIAL INFORMATION



We are providing the following information in compliance with Rule 13-01 of
Regulation S-X, "Financial Disclosures about Guarantors and Issuers of
Guaranteed Securities" with respect to our senior unsecured debt securities and
the Certificates. As of November 30, 2020, we had outstanding $21.9 billion of
senior unsecured debt securities and $970 million of Certificates.

Substantially all of the senior unsecured notes were issued by FedEx under a
shelf registration statement and are guaranteed by certain direct and indirect
subsidiaries of FedEx ("Guarantor Subsidiaries"). FedEx owns, directly or
indirectly, 100% of each Guarantor Subsidiary. The guarantees are (1) unsecured
obligations of the respective Guarantor Subsidiary, (2) rank equally with all of
their other unsecured and unsubordinated indebtedness, and (3) are full and
unconditional and joint and several. If we sell, transfer or otherwise dispose
of all of the capital stock or all or substantially all of the assets of a
Guarantor Subsidiary to any person that is not an affiliate of FedEx, the
guarantee of that Guarantor Subsidiary will terminate and holders of debt
securities will no longer have a direct claim against such subsidiary under the
guarantee.

Additionally, FedEx fully and unconditionally guarantees the payment obligations
of FedEx Express in respect of the Certificates. See Note 6 to the financial
statements included in our Annual Report for additional information regarding
the terms of the senior unsecured debt securities and Note 4 of the accompanying
consolidated financial statements for additional information regarding the terms
of the Certificates.

                                     - 40 -

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

The following tables present summarized financial information for FedEx (as Parent) and the Guarantor Subsidiaries on a combined basis after transactions and balances within the combined entities have been eliminated.


                       Parent and Guarantor Subsidiaries

The following table presents the summarized balance sheet information as of November 30, 2020 and May 31, 2020 (in millions):





                           November 30,      May 31,
                               2020            2020
Current Assets            $       14,448     $ 11,014
Intercompany Receivable            3,866        3,985
Total Assets                      81,975       62,089
Current Liabilities                8,392        7,030
Intercompany Payable                   -          519
Total Liabilities                 53,505       49,844

The following table presents the summarized statement of income information for the six-month period ended November 30, 2020 (in millions):





Revenue                      $ 29,141
Intercompany Charges, net      (1,434 )
Operating Income                2,206
Intercompany Charges, net          71
Income Before Income Taxes      2,354
Net Income                   $  2,028

The following tables present summarized financial information for FedEx (as Parent Guarantor) and FedEx Express (as Subsidiary Issuer) on a combined basis after transactions and balances within the combined entities have been eliminated.


                     Parent Guarantor and Subsidiary Issuer

The following table presents the summarized balance sheet information as of November 30, 2020 and May 31, 2020 (in millions):





                           November 30,      May 31,
                               2020            2020
Current Assets            $        7,065     $  4,444
Intercompany Receivable            1,220        3,918
Total Assets                      62,730       57,375
Current Liabilities                4,205        3,546
Intercompany Payable               6,233        7,853
Total Liabilities                 46,161       45,140



The following table presents the summarized statement of income information for the six-month period ended November 30, 2020 (in millions):





Revenue                      $ 10,988
Intercompany Charges, net        (575 )
Operating Income                  667
Intercompany Charges, net         274
Income Before Income Taxes      1,773
Net Income                   $  1,727


                                     - 41 -

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LIQUIDITY OUTLOOK



In response to current business and economic conditions as referenced above in
the "Outlook" section of this MD&A, we have and will continue to actively manage
our cash flow, defer certain expenditures and seek to protect capital for
unforeseen challenges from the ongoing pandemic. With over $8.3 billion in cash
and $3.5 billion in available liquidity under our $2.0 billion five-year credit
agreement (the "Five-Year Credit Agreement") and $1.5 billion 364-day credit
agreement ("the 364-Day Credit Agreement" and together with the Five-Year Credit
Agreement, the "Credit Agreements"), we believe that our cash and cash
equivalents, cash flow from operations and available financing sources will be
adequate to meet internal and external liquidity needs. As business and economic
conditions improve, we will be evaluating our capital allocation strategy with a
priority on strengthening our balance sheet.

Our cash and cash equivalents balance at November 30, 2020 includes $1.9 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 $5.1 billion in 2021,
a $0.8 billion decrease from 2020. The slight increase in our expected capital
expenditures from the estimate in our Annual Report is due to capital investment
for additional capacity initiatives in support of increased volumes. Total
capital expenditures will include aircraft modernization at FedEx Express and
strategic investments to improve productivity and safety. We invested $1.3
billion in aircraft and related equipment in the first half of 2021 and expect
to invest an additional $450 million for aircraft and related equipment during
the remainder of 2021. In addition, we are making investments over multiple
years 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. We expect these investments in hubs will provide productivity
gains. We anticipate that our cash flow from operations will be sufficient to
fund our capital expenditures for the remainder of 2021. 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 2021, FedEx Express executed a contract amendment
rescheduling Boeing 767-300 Freighter aircraft deliveries as follows: 2021 - 18
aircraft; 2022 - 11 aircraft; 2023 - 13 aircraft; and 2024 - 4 aircraft.

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 and allows pass
through trusts formed by FedEx Express to sell, in one or more future offerings,
pass through certificates.

The Five-Year Credit Agreement expires in March 2025 and includes a $250 million
letter of credit sublimit. The 364-Day Credit Agreement expires in March 2021.
The Credit Agreements are available to finance our operations and other cash
flow needs. See Note 1 and Note 4 of the accompanying unaudited condensed
consolidated financial statements for a description of the terms and significant
covenants of the Credit Agreements.

Contributions to our tax-qualified U.S. domestic pension plans ("U.S. Pension Plans") are not required during 2021; however, we may make voluntary contributions in the second half of 2021. 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 "negative." 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

There have been no material changes to the contractual commitments described in Part II, Item 7 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.

See Note 9 of the accompanying unaudited condensed consolidated financial statements for additional information on our purchase commitments.


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OTHER BUSINESS MATTERS

On June 24, 2019, FedEx filed suit in U.S. District Court in the District of Columbia seeking to enjoin the U.S. Department of Commerce (the "DOC") from enforcing prohibitions contained in the Export Administration Regulations against FedEx. On September 11, 2020, the court granted the DOC's motion to dismiss the lawsuit. On November 5, 2020, we appealed this decision.

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, 2020, 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 "Income Taxes," "Business Acquisitions," "Outlook" and "Liquidity
Outlook" and the "General," "Financing Arrangements," "Income Taxes,"
"Retirement Plans," "Commitments" and "Contingencies" notes to our unaudited
condensed 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 and the assumptions underlying such
statements. 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:

• the negative impacts of the COVID-19 pandemic;

• 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 continue to transform and optimize the FedEx Express


   international business, particularly in Europe;



• our ability to successfully implement our business strategy, effectively

respond to changes in market dynamics and achieve the anticipated benefits and


   associated cost savings of such strategies and actions;



• damage to our reputation or loss of brand equity;

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


   culture;




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• the impact of the United Kingdom's withdrawal from the European Union and the


   terms of their future trading relationship beyond December 31, 2020;



• the price and availability of jet and vehicle fuel;

• 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;



• 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 revenue 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 accounting, trade (such as protectionist measures or

restrictions on free trade), foreign exchange intervention in response to

currency volatility, labor (such as joint employment standards, changes to the

Railway Labor Act of 1926, as amended, affecting FedEx Express employees or

increased minimum wage requirements), environmental (such as global climate


   change legislation) or postal rules;



• future changes in tax laws and regulations, interpretations, challenges or


   judicial decisions related to our tax positions;



• our ability to successfully complete the acquisition of ShopRunner;

• 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, as


   well as additional costs incurred in connection with the integration of
   acquired businesses;



• 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;



• increased insurance and claims expenses related to vehicle accidents, workers'


   compensation claims and general business liabilities;



• 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 vendor and significant customer 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;



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


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



• 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;



• constraints, volatility or disruption in the capital markets and our ability


   to maintain our current credit ratings, commercial paper ratings, senior
   unsecured debt credit ratings and Credit Agreement financial covenants;



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


   other public health crisis;



• human capital management risks, including changes in our ability to attract

and retain drivers, package and freight handlers, commercial pilots and other


   employees, as well as health and safety issues;


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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;



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

derivative 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 unaudited condensed 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) and with the union elected in 2015 to represent drivers at a

FedEx Freight, Inc. facility in the U.S.;



• 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;

• 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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