FEDEX CORPORATIONtransportation solutions by combining TNT Express’s strong European road platform with Federal Express Corporation’s (“FedEx Express”) strength in other regions

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)☒☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED February 28, 2017

OR

☐☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 1-15829

FEDEX CORPORATION(Exact name of registrant as specified in its charter)

Delaware 62-1721435(State or other jurisdiction of

incorporation or organization)(I.R.S. Employer

Identification No.)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock Outstanding Shares at March 20, 2017Common Stock, par value $0.10 per share 267,374,954

FEDEX CORPORATION

INDEX PAGE

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Condensed Consolidated Balance Sheets February 28, 2017 and May 31, 2016 3

Condensed Consolidated Statements of Income Three and Nine Months Ended February 28, 2017 and February 29, 2016 5

Condensed Consolidated Statements of Comprehensive Income Three and Nine Months Ended February 28, 2017 and February 29, 2016 6

Condensed Consolidated Statements of Cash Flows Nine Months Ended February 28, 2017 and February 29, 2016 7

Notes to Condensed Consolidated Financial Statements 8Report of Independent Registered Public Accounting Firm 27

ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition 28ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 54ITEM 4. Controls and Procedures 54

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings 55ITEM 1A. Risk Factors 55ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 55ITEM 6. Exhibits 56Signature 58Exhibit Index E-1 Exhibit 10.1 Exhibit 10.2 Exhibit 10.3 Exhibit 10.4 Exhibit 10.5 Exhibit 10.6 Exhibit 10.7 Exhibit 10.8 Exhibit 10.9 Exhibit 10.10 Exhibit 10.11 Exhibit 10.12 Exhibit 10.13 Exhibit 10.14 Exhibit 12.1 Exhibit 15.1 Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2 Exhibit 101 - Instance Document Exhibit 101 - Schema Document Exhibit 101 - Calculation Linkbase Document Exhibit 101 - Definitions Linkbase Document Exhibit 101 - Labels Linkbase Document Exhibit 101 - Presentation Linkbase Document

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FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS(IN MILLIONS)

February 28,2017

(Unaudited) May 31,

2016 ASSETS CURRENT ASSETS

Cash and cash equivalents $ 3,173 $ 3,534 Receivables, less allowances of $222 and $178 7,418 7,252 Spare parts, supplies and fuel, less allowances of $231 and $218 527 496 Prepaid expenses and other 820 707

Total current assets 11,938 11,989 PROPERTY AND EQUIPMENT, AT COST 49,752 47,018

Less accumulated depreciation and amortization 24,139 22,734 Net property and equipment 25,613 24,284

OTHER LONG-TERM ASSETS Goodwill 7,000 6,747 Other assets 2,230 2,939

Total other long-term assets 9,230 9,686 $ 46,781 $ 45,959

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FEDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS(IN MILLIONS, EXCEPT SHARE DATA)

February 28,2017

(Unaudited) May 31,

2016 LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES

Current portion of long-term debt $ 45 $ 29 Accrued salaries and employee benefits 1,690 1,972 Accounts payable 2,707 2,944 Accrued expenses 3,008 3,063

Total current liabilities 7,450 8,008 LONG-TERM DEBT, LESS CURRENT PORTION 14,713 13,733 OTHER LONG-TERM LIABILITIES

Deferred income taxes 2,299 1,567 Pension, postretirement healthcare and other benefit obligations 4,670 6,227 Self-insurance accruals 1,376 1,314 Deferred lease obligations 456 400 Deferred gains, principally related to aircraft transactions 142 155 Other liabilities 491 771

Total other long-term liabilities 9,434 10,434 COMMITMENTS AND CONTINGENCIES COMMON STOCKHOLDERS’ INVESTMENT

Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of February 28, 2017 and May 31, 2016 32 32 Additional paid-in capital 2,976 2,892 Retained earnings 19,830 18,371 Accumulated other comprehensive loss (334) (169)Treasury stock, at cost (7,320) (7,342)

Total common stockholders’ investment 15,184 13,784 $ 46,781 $ 45,959


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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended Nine Months Ended February 28, February 29, February 28, February 29, 2017 2016 2017 2016

REVENUES $ 14,997 $ 12,654 $ 44,591 $ 37,386 OPERATING EXPENSES:

Salaries and employee benefits 5,395 4,712 16,059 13,807 Purchased transportation 3,498 2,623 10,169 7,505 Rentals and landing fees 834 744 2,426 2,121 Depreciation and amortization 762 663 2,241 1,964 Fuel 735 537 2,043 1,864 Maintenance and repairs 588 504 1,765 1,581 Other 2,160 2,007 6,432 5,399

13,972 11,790 41,135 34,241 OPERATING INCOME 1,025 864 3,456 3,145 OTHER INCOME (EXPENSE):

Interest, net (122) (81) (354) (218)Other, net (4) (1) 17 (6)

(126) (82) (337) (224)INCOME BEFORE INCOME TAXES 899 782 3,119 2,921 PROVISION FOR INCOME TAXES 337 275 1,142 1,031 NET INCOME $ 562 $ 507 $ 1,977 $ 1,890 EARNINGS PER COMMON SHARE:

Basic $ 2.11 $ 1.86 $ 7.43 $ 6.79 Diluted $ 2.07 $ 1.84 $ 7.31 $ 6.71

DIVIDENDS DECLARED PER COMMON SHARE $ 0.40 $ 0.25 $ 1.60 $ 1.00


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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)(IN MILLIONS)

Three Months Ended Nine Months Ended February 28, February 29, February 28, February 29, 2017 2016 2017 2016

NET INCOME $ 562 $ 507 $ 1,977 $ 1,890 OTHER COMPREHENSIVE INCOME (LOSS):

Foreign currency translation adjustments, net of tax of $3, $11, $19 and $28 110 (99) (108) (270)Amortization of prior service credit, net of tax of $12, $12, $34 and $30 (19) (19) (57) (61)

91 (118) (165) (331)COMPREHENSIVE INCOME $ 653 $ 389 $ 1,812 $ 1,559


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FEDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)(IN MILLIONS)

Nine Months Ended February 28, February 29, 2017 2016

Operating Activities: Net income $ 1,977 $ 1,890 Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization 2,241 1,964 Provision for uncollectible accounts 115 90 Stock-based compensation 123 115 Deferred income taxes and other noncash items 474 288 Gain from sale of investment (35) — Changes in assets and liabilities:

Receivables (340) (78)Other assets (235) (322)Accounts payable and other liabilities (1,642) (146)Other, net (33) (5)

Cash provided by operating activities 2,645 3,796 Investing Activities:

Capital expenditures (3,790) (3,562)Proceeds from asset dispositions and other 123 (17)

Cash used in investing activities (3,667) (3,579)Financing Activities:

Principal payments on debt (49) (28)Proceeds from debt issuances 1,190 1,238 Proceeds from stock issuances 265 79 Dividends paid (319) (210)Purchase of treasury stock (358) (2,133)Other, net 2 (7)

Cash provided by (used in) financing activities 731 (1,061)Effect of exchange rate changes on cash (70) (78)Net decrease in cash and cash equivalents (361) (922)Cash and cash equivalents at beginning of period 3,534 3,763 Cash and cash equivalents at end of period $ 3,173 $ 2,841


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FEDEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

(1) General

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. These interim financial statements of FedEx Corporation (“FedEx”) have been prepared in accordance withaccounting principles generally accepted in the United States and Securities and Exchange Commission (“SEC”) instructions for interim financial information, and should beread in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2016 (“Annual Report”). Accordingly, significant accounting policies and otherdisclosures normally provided have been omitted since such items are disclosed in our Annual Report.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments)necessary to present fairly our financial position as of February 28, 2017, the results of our operations for the three- and nine-month periods ended February 28, 2017 andFebruary 29, 2016 and cash flows for the nine-month periods ended February 28, 2017 and February 29, 2016. Operating results for the three- and nine-month periods endedFebruary 28, 2017 are not necessarily indicative of the results that may be expected for the year ending May 31, 2017.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2017 or ended May 31 of the year referenced and comparisons are to thecorresponding period of the prior year.

RECLASSIFICATIONS. Reclassifications have been made to the May 31, 2016 condensed consolidated balance sheets to conform to the current year’s presentation of debtissuance costs. See recent accounting guidance below for additional information.

BUSINESS ACQUISITION. On May 25, 2016, we acquired TNT Express B.V. (“TNT Express”) for €4.4 billion (approximately $4.9 billion). Cash acquired in the acquisitionwas approximately €250 million ($280 million). All shares associated with the transaction were tendered or transferred as of February 28, 2017. We funded the acquisitionwith proceeds from an April 2016 debt issuance and existing cash balances. The financial results of this business are included in the FedEx Express group and TNT Expresssegment.

TNT Express collects, transports and delivers documents, parcels and freight to over 200 countries. This strategic acquisition broadens our portfolio of internationaltransportation solutions by combining TNT Express’s strong European road platform with Federal Express Corporation’s (“FedEx Express”) strength in other regionsglobally.

This acquisition is included in the accompanying balance sheets based on an allocation of the purchase price (summarized in the table below, in millions), which reflectsupdates to property and equipment and identifiable intangible assets from the May 31, 2016, August 31, 2016 and November 30, 2016 estimates, resulting in a net increase togoodwill of $417 million. These updates reflect the valuation work completed to date by third party experts and the receipt of additional information. Given the timing andcomplexity of the acquisition, the presentation of TNT Express in our financial statements, including the allocation of the purchase price, continues to be preliminary and willlikely change in the fourth quarter of 2017, perhaps significantly, as additional information concerning the fair value estimates of the assets acquired and liabilities assumed asof the acquisition date is obtained during the remainder of the fiscal year. Due to the global scope of TNT Express’s operations and the decentralized nature of the accountingrecords, the measurement periods for fixed assets, customer intangibles and certain liabilities are longer than for the other categories noted below. We will complete ourpurchase price allocation during the fourth quarter of 2017.

Current assets (1) $ 1,917 Property and equipment 1,026 Goodwill 3,381 Identifiable intangible assets 505 Other non-current assets 307 Current liabilities (2) (1,679)Long-term liabilities (563)Total purchase price $ 4,894

(1) Primarily accounts receivable and cash.

(2) Primarily accounts payable and accrued expenses.

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As a result of this acquisition, we recognized a preliminary value of $3.4 billion of goodwill, which is primarily attributable to the TNT Express workforce and the expectedbenefits from synergies of the combination with exis ting businesses and growth opportunities. The majority of the purchase price allocated to goodwill is not deductible forincome tax purposes.

The purchase price was preliminarily allocated to the identifiable intangible assets acquired as follows (in millions):

Intangible assets with finite lives Customer relationships (12-year life) $ 405 Technology (3-year life) 20 Trademarks (4-year life) 80

Total intangible assets $ 505

EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of FedEx Express, who represent a small number of its total employees, are employedunder a collective bargaining agreement that took effect on November 2, 2015. This collective bargaining agreement is scheduled to become amendable in November 2021,after a six-year term. In addition to our pilots at FedEx Express, FedEx Supply Chain Distribution System, Inc. (“FedEx Supply Chain”) (formerly GENCO DistributionSystem, Inc. (“GENCO”)) has a small number of employees who are members of unions, and certain non-U.S. employees are unionized.

STOCK-BASED COMPENSATION. We have two types of equity-based compensation: stock options and restricted stock. The key terms of the stock option and restrictedstock awards granted under our incentive stock plans and all financial disclosures about these programs are set forth in our Annual Report.

Our stock-based compensation expense was $31 million for the three-month period ended February 28, 2017 and $123 million for the nine-month period ended February 28,2017. Our stock-based compensation expense was $29 million for the three-month period ended February 29, 2016 and $115 million for the nine-month period endedFebruary 29, 2016. Due to its immateriality, additional disclosures related to stock-based compensation have been excluded from this quarterly report.

RECENT ACCOUNTING GUIDANCE. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financialstatements. These matters are described in our Annual Report.

During the first quarter of 2017, we retrospectively adopted the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) to simplify thepresentation of debt issuance costs. This new guidance requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from thecarrying amount of that debt liability, rather than as an asset. This new guidance had a minimal impact on our accounting and financial reporting.

On May 28, 2014, the FASB and International Accounting Standards Board issued a new accounting standard that will supersede virtually all existing revenue recognitionguidance under generally accepted accounting principles in the United States. This standard will be effective for us beginning in fiscal 2019. The fundamental principles ofthe new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenuerecognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for therecognition of revenue. Based on our current assessment, we do not anticipate that the new guidance will have a material impact on our revenue recognition policies, practicesor systems.

On February 25, 2016, the FASB issued a new lease accounting standard which requires lessees to put most leases on their balance sheets but recognize the expenses on theirincome statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and aright-of-use asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-linebasis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately inthe income statement. We are currently evaluating the impact of this new standard on our financial reporting, but recognizing the lease liability and related right-of-use assetwill significantly impact our balance sheet. These changes will be effective for our fiscal year beginning June 1, 2019 (fiscal 2020), with a modified retrospective adoptionmethod to the beginning of 2018.

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During the second quarter of 2017, we adopted the Accounting Standards Update issued by the FASB in March 2016 to simplify the accounting for share-based paymenttransactions. The new guidance requires companies to recognize the income tax effects of awards that vest or are settled as income tax expense or benefit in the incomestatement as opposed t o additional paid-in capital. The guidance also provides clarification of the presentation of certain components of share-based awards in the statementof cash flows. Additionally, the guidance allows companies to make a policy election to account for for feitures either upon occurrence or by estimating forfeitures. We haveelected to continue estimating forfeitures expected to occur in order to determine the amount of compensation cost to be recognized each period and to apply the cash flowclassification guidance prospectively. Excess tax benefits are now classified as an operating activity rather than a financing activity. The adoption of the new standard had abenefit of $21 million to net income ($0.07 per diluted share) for the third quarter and a bene fit of $42 million to net income ($0.14 per diluted share) for the nine months of2017. In March 2017, the FASB issued an Accounting Standards Update that changes how employers that sponsor defined benefit pension or other postretirement benefit planspresent the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as othercompensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside ofincome from operations. This standard will impact our operating income but will have no material impact on our net income or earnings per share. This new guidance will beeffective for our fiscal year beginning June 1, 2018 (fiscal 2019) and will be applied retrospectively. We believe that no other new accounting guidance was adopted or issued during the nine months of 2017 that is relevant to the readers of our financial statements.

TREASURY SHARES. In January 2016, our Board of Directors authorized a share repurchase program of up to 25 million shares. Shares under the current repurchase programmay 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.

During the third quarter of 2017, we repurchased 0.13 million shares of FedEx common stock at an average price of $187.34 per share for a total of $24 million. During thenine months of 2017, we repurchased 2.2 million shares of FedEx common stock at an average price of $165.44 per share for a total of $358 million. As of February 28, 2017,16.8 million shares remained under the share repurchase authorization.

DIVIDENDS DECLARED PER COMMON SHARE. On February 17, 2017, our Board of Directors declared a quarterly dividend of $0.40 per share of common stock. Thedividend will be paid on April 3, 2017 to stockholders of record as of the close of business on March 13, 2017. Each quarterly dividend payment is subject to review andapproval by our Board of Directors, and we evaluate our dividend payment amount on an annual basis at the end of each fiscal year.

(2) Accumulated Other Comprehensive Income (Loss)

The following table provides changes in accumulated other comprehensive loss (“AOCI”), net of tax, reported in our unaudited condensed consolidated financial statementsfor the periods ended February 28, 2017 and February 29, 2016 (in millions; amounts in parentheses indicate debits to AOCI):

Three Months Ended Nine Months Ended 2017 2016 2017 2016

Foreign currency translation loss: Balance at beginning of period $ (732) $ (424) $ (514) $ (253)Translation adjustments 110 (99) (108) (270)Balance at end of period (622) (523) (622) (523)

Retirement plans adjustments: Balance at beginning of period 307 383 345 425 Reclassifications from AOCI (19) (19) (57) (61)Balance at end of period 288 364 288 364

Accumulated other comprehensive loss at end of period $ (334) $ (159) $ (334) $ (159)

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The following table presents details of the reclassifications from AOCI for the periods ended February 28, 2017 and Februa ry 29, 2016 (in millions; amounts in parenthesesindicate debits to earnings):

Amount Reclassified from

AOCI Affected Line Item in the

Income Statement Three Months Ended Nine Months Ended 2017 2016 2017 2016

Amortization of retirement plans prior service credits, before tax $ 31 $ 31 $ 91 $ 91 Salaries and employee benefitsIncome tax benefit (12) (12) (34) (30) Provision for income taxesAOCI reclassifications, net of tax $ 19 $ 19 $ 57 $ 61 Net income

(3) Financing Arrangements

We have a shelf registration statement with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and commonstock.

During the quarter, we issued $1.2 billion of senior unsecured debt under our current shelf registration statement, comprised of $450 million of 3.30% fixed-rate notes due inMarch 2027, and $750 million of 4.40% fixed-rate notes due in January 2047. Interest on these notes is paid semiannually. We used the net proceeds for a voluntaryincremental contribution in January 2017 to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) and for working capital and general corporate purposes.

We have a five-year $1.75 billion revolving credit facility that expires in November 2020. The facility, which includes a $500 million letter of credit sublimit, is available tofinance our operations and other cash flow needs. The agreement contains a financial covenant, which requires us to maintain a ratio of debt to consolidated earnings(excluding non-cash pension mark-to-market adjustments and non-cash asset impairment charges) before interest, taxes, depreciation and amortization (“adjusted EBITDA”)of not more than 3.5 to 1.0, calculated as of the end of the applicable quarter on a rolling four-quarters basis. The ratio of our debt to adjusted EBITDA was 1.9 to 1.0 atFebruary 28, 2017. We believe this covenant is the only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains othercustomary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the financial covenant and allother covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As ofFebruary 28, 2017, no commercial paper was outstanding. However, we had a total of $317 million in letters of credit outstanding at February 28, 2017, with $183 million ofthe letter of credit sublimit unused under our revolving credit facility.

Long-term debt, exclusive of capital leases, had carrying values of $14.7 billion at February 28, 2017 and $13.7 billion at May 31, 2016, compared with estimated fair valuesof $15.2 billion at February 28, 2017 and $14.3 billion at May 31, 2016. The annualized weighted average interest rate on long-term debt was 3.6% for the nine months endedFebruary 28, 2017. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fairvalue of our long-term debt is classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs otherthan quoted prices that are observable for the liability, either directly or indirectly.

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(4) Computation of E arnings Per Share

The calculation of basic and diluted earnings per common share for the periods ended February 28, 2017 and February 29, 2016 was as follows (in millions, except per shareamounts):


Basic earnings per common share: Net earnings allocable to common shares (1) $ 561 $ 506 $ 1,974 $ 1,888 Weighted-average common shares 266 272 266 278 Basic earnings per common share $ 2.11 $ 1.86 $ 7.43 $ 6.79 Diluted earnings per common share: Net earnings allocable to common shares (1) $ 561 $ 506 $ 1,974 $ 1,888 Weighted-average common shares 266 272 266 278 Dilutive effect of share-based awards 5 3 4 3 Weighted-average diluted shares 271 275 270 281 Diluted earnings per common share $ 2.07 $ 1.84 $ 7.31 $ 6.71 Anti-dilutive options excluded from diluted earnings per common share 4.0 4.8 4.7 4.0

(1) Net earnings available to participating securities were immaterial in all periods presented.

(5) Retirement Plans

We sponsor programs that provide retirement benefits to most of our employees. These programs include defined benefit pension plans, defined contribution plans andpostretirement healthcare plans. Key terms of our retirement plans are provided in our Annual Report. Our retirement plans costs for the periods ended February 28, 2017 andFebruary 29, 2016 were as follows (in millions):

Three Months Ended Nine Months Ended 2017 2016 2017 2016 Defined benefit pension plans $ 57 $ 53 $ 173 $ 160 Defined contribution plans 117 104 348 304 Postretirement healthcare plans 19 20 57 61 $ 193 $ 177 $ 578 $ 525

Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended February 28, 2017 and February 29, 2016 included the followingcomponents (in millions):

Three Months Ended Nine Months Ended 2017 2016 2017 2016 Pension Plans Service cost $ 180 $ 166 $ 540 $ 497 Interest cost 293 295 879 885 Expected return on plan assets (384) (377) (1,156) (1,131) Amortization of prior service credit and other (32) (31) (90) (91) $ 57 $ 53 $ 173 $ 160

Three Months Ended Nine Months Ended 2017 2016 2017 2016 Postretirement Healthcare Plans Service cost $ 9 $ 10 $ 27 $ 30 Interest cost 10 10 30 31 $ 19 $ 20 $ 57 $ 61

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Contributions to our U.S. Pension Plans for the nine-month periods ended February 28, 2017 and February 29, 2016 were as follows (in millions):

2017 2016 Required $ 444 $ 8 Voluntary 1,306 487 $ 1,750 $ 495

In March 2017, we made $250 million in contributions to our U.S. Pension Plans, of which $15 million was required. Our U.S. Pension Plans have ample funds to meetexpected benefit payments. We anticipate our U.S. Pension Plans will make payments in the fourth quarter of 2017 aggregating in excess of $1 billion to former employeeswho elected to receive their benefits early under a voluntary program offered to qualifying participants during the third quarter of 2017.

(6) Business Segment Information

We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managedcollaboratively, under the respected FedEx brand. Our primary operating companies include FedEx Express, the world’s largest express transportation company; TNTExpress, an international express, small-package ground delivery and freight transportation company that was acquired near the end of our 2016 fourth quarter; FedEx GroundPackage System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), a leadingU.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedExServices”), form the core of our reportable segments.

Our reportable segments include the following businesses: FedEx Express Group:

FedEx Express Segment FedEx Express (express transportation) FedEx Trade Networks (air and ocean freight forwarding, customs brokerage and cross-border enablement technology

and solutions) FedEx SupplyChain Systems (logistics services)

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

FedEx Ground Segment FedEx Ground (small-package ground delivery) FedEx Supply Chain (third-party logistics) (formerly GENCO)

FedEx Freight Segment FedEx Freight (LTL freight transportation) FedEx Custom Critical (time-critical transportation)

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

FedEx Office (document and business services and package acceptance) During the third quarter of 2017, we rebranded GENCO to FedEx Supply Chain. FedExServicesSegment

The FedEx Services segment operates combined sales, marketing, administrative and information technology functions that support our transportation businesses and allow usto obtain synergies from the combination of these functions. For the international regions of FedEx Express and for TNT Express, some of these functions are performed on aregional basis and reported in the applicable segment in their natural expense line items. The FedEx Services segment includes: FedEx Services, which provides sales,marketing, information technology, communications, customer service, technical support, billing and collection services for U.S. customers of our major business units andcertain back-office support to our other companies; and FedEx Office, which provides an array of document and business services and retail access to our customers for ourpackage transportation businesses.

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The FedEx Services segment provides direct and i ndirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Servicessegment (including the net operating results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within theFedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express andFedEx Ground. We review and evaluate the performanc e of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). Forthe FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segm ents.

Operating expenses for each of our transportation segments include the allocations from the FedEx Services segment to the respective transportation segments. Theseallocations also include charges and credits for administrative services provided between operating companies. The allocations of net operating costs are based on metricssuch as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies arerefined periodically, as necessary, to reflect changes in our businesses.

Eliminations,CorporateandOther

Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services arebased 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 onmarket 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.

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

The following table provides a reconciliation of reportable segment revenues and operating income to our unaudited condensed consolidated financial statement totals for theperiods ended February 28, 2017 and February 29, 2016 (in millions): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Revenues

FedEx Express segment $ 6,779 $ 6,557 $ 20,178 $ 19,736 TNT Express segment 1,790 N/A 5,493 N/A FedEx Ground segment 4,688 4,408 13,397 12,288 FedEx Freight segment 1,492 1,447 4,747 4,595 FedEx Services segment 389 384 1,198 1,177 Eliminations and other (141) (142) (422) (410)

$ 14,997 $ 12,654 $ 44,591 $ 37,386 Operating Income

FedEx Express segment $ 555 $ 595 $ 1,815 $ 1,762 TNT Express segment 2 N/A 58 N/A FedEx Ground segment 515 557 1,590 1,620 FedEx Freight segment 41 56 264 289 Eliminations, corporate and other (88) (344) (271) (526)

$ 1,025 $ 864 $ 3,456 $ 3,145

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(7) Commitments

As of February 28, 2017, our purchase commitments under various contracts for the remainder of 2017 and annually thereafter were as follows (in millions):

Aircraft and

Aircraft-Related Other (1) Total 2017 (remainder) $ 219 $ 218 $ 437 2018 1,970 534 2,504 2019 1,730 375 2,105 2020 1,926 267 2,193 2021 1,348 183 1,531 Thereafter 4,199 258 4,457 Total $ 11,392 $ 1,835 $ 13,227

(1) Primarily equipment and advertising contracts.

The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of February 28, 2017, ourobligation to purchase four Boeing 767-300 Freighter (“B767F”) aircraft and six Boeing 777 Freighter (“B777F”) aircraft is conditioned upon there being no event that causesFedEx Express or its employees not to be covered by the Railway Labor Act of 1926, as amended. Open purchase orders that are cancelable are not considered unconditionalpurchase obligations for financial reporting purposes and are not included in the table above.

During the quarter, FedEx Express entered into agreements to accelerate the delivery of one B767F aircraft to 2017 from 2018 and two B777F aircraft to 2018 from 2023.

We had $488 million in deposits and progress payments as of February 28, 2017 on aircraft purchases and other planned aircraft-related transactions. These deposits areclassified in the “Other assets” caption of our consolidated balance sheets. Aircraft and aircraft-related contracts are subject to price escalations. The following table is asummary of the key aircraft we are committed to purchase as of February 28, 2017 with the year of expected delivery:

B767F B777F Total 2017 (remainder) 1 - 1 2018 15 4 19 2019 15 2 17 2020 16 3 19 2021 10 3 13 Thereafter 16 4 20 Total 73 16 89

A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at February 28, 2017 is as follows(in millions):

Operating Leases

Aircraftand RelatedEquipment

Facilitiesand Other

TotalOperating

Leases 2017 (remainder) $ 70 $ 547 $ 617 2018 398 1,992 2,390 2019 343 1,799 2,142 2020 261 1,595 1,856 2021 203 1,441 1,644 Thereafter 360 8,780 9,140 Total $ 1,635 $ 16,154 $ 17,789

Future minimum lease payments under capital leases were immaterial at February 28, 2017. While certain of our lease agreements contain covenants governing the use of theleased assets or require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.

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(8) Contingencies

Independent Contractor — Lawsuits and State Administrative Proceedings. FedEx Ground is involved in class-action lawsuits (including 21 that have been certified as classactions), individual lawsuits and state tax and other administrative proceedings that claim that the company’s owner-operators under a contractor model no longer in useshould have been treated as employees, rather than independent contractors.

Most of the class-action lawsuits were consolidated for administration of the pre-trial proceedings by a single federal court, the U.S. District Court for the Northern District ofIndiana. The multidistrict litigation court granted class certification in 28 cases and denied it in 14 cases. On December 13, 2010, the court entered an opinion and orderaddressing all outstanding motions for summary judgment on the status of the owner-operators (i.e., independent contractor vs. employee). In sum, the court ruled on oursummary judgment motions and entered judgment in favor of FedEx Ground on all claims in 20 of the 28 multidistrict litigation cases that had been certified as class actions,finding that the owner-operators in those cases were contractors as a matter of the law of 20 states. The plaintiffs filed notices of appeal in all of these 20 cases. The SeventhCircuit heard the appeal in the Kansas case in January 2012 and, in July 2012, issued an opinion that did not make a determination with respect to the correctness of thedistrict court’s decision and, instead, certified two questions to the Kansas Supreme Court related to the classification of the plaintiffs as independent contractors under theKansas Wage Payment Act. The other 19 cases that are before the Seventh Circuit were stayed.

On October 3, 2014, the Kansas Supreme Court determined that a 20 factor right to control test applies to claims under the Kansas Wage Payment Act and concluded thatunder that test, the class members were employees, not independent contractors. The case was subsequently transferred back to the Seventh Circuit, where both parties madefilings requesting the action necessary to complete the resolution of the appeals. The parties also made recommendations to the court regarding next steps for the other 19cases that are before the Seventh Circuit. FedEx Ground requested that each of those cases be separately briefed given the potential differences in the applicable state lawfrom that in Kansas. On July 8, 2015, the Seventh Circuit issued an order and opinion confirming the decision of the Kansas Supreme Court, concluding that the classmembers were employees, not independent contractors. Additionally, the Seventh Circuit referred the other 19 cases to a representative of the court for purposes of setting acase management conference to address briefing and argument for those cases.

During the second quarter of 2015, we established an accrual for the estimated probable loss in the Kansas case. In the second quarter of 2016 the Kansas case settled, and weincreased the accrual to the amount of the settlement. The settlement requires court approval.

During the third quarter of 2016, we reached agreements in principle to settle all of the 19 cases on appeal in the multidistrict independent contractor litigation. All of thesesettlements require court approval. We recognized a liability for the expected loss (net of recognized insurance recovery) related to these cases and certain other pendingindependent-contractor-related proceedings of $204 million.

The Kansas case was remanded to the multidistrict litigation court, and the other 19 cases remain at the Seventh Circuit; however, approval proceedings will be conductedprimarily by the multidistrict litigation court. Plaintiffs filed motions for preliminary approval between June 15 and June 30, 2016, and on August 3 and 4, 2016, themultidistrict litigation court issued orders indicating that it would grant preliminary approval if the Seventh Circuit would remand the cases on appeal for the purpose ofentering approval orders. Upon the parties’ joint motion, the Seventh Circuit remanded the cases for this purpose on August 10, 2016, and the multidistrict litigation courtentered orders preliminarily approving the settlements on August 17, 2016. Fairness hearings were previously scheduled for January 23 and 24, 2017, but were held on March13 and 14, 2017. On March 15, 2017, the court issued orders indicating that it would grant final approval of each settlement if the Seventh Circuit remands the cases on appealfor the purpose of considering and granting final approval.

The multidistrict litigation court remanded the other eight certified class actions back to the district courts where they were originally filed because its summary judgmentruling did not completely dispose of all of the claims in those lawsuits. Seven of these matters settled for immaterial amounts and have received court approval.

The case in Arkansas settled in the second quarter of 2016, and we established an accrual for the amount of the settlement. The court held a final approval hearing on March 1,2017, and granted final approval on March 6, 2017.

The case in California was appealed to the Ninth Circuit Court of Appeals, where the court reversed the district court decisions and held that the plaintiffs in California wereemployees as a matter of law and remanded the cases to the district court for further proceedings. In the first quarter of 2015, we recognized an accrual for the then-estimatedprobable loss in this case.

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In June 2015, the parties in the California case reached an agreement to settle the matter for $228 million, and in the fourth quarter of 2015 we increased the accrual to thatamount. The court entered final judgment on June 20, 20 16, and two objectors to the settlement filed appeals with the Ninth Circuit. One objector has settled with plaintiffs’counsel, and we expect the appeal by the second objector to be briefed by the end of the fourth quarter of 2017 and arguments to be sche duled thereafter. The settlement isnot effective until all appeals have been resolved without affecting the court’s approval of the settlement.

In addition, we are defending contractor-model cases that are not or are no longer part of the multidistrict litigation. These cases are in varying stages of litigation. We do notexpect to incur a material loss in these matters; however, it is reasonably possible that potential loss in some of these lawsuits or changes to the independent contractor statusof FedEx Ground’s owner-operators could be material. In these cases, we continue to evaluate what facts may arise in the course of discovery and what legal rulings the courtsmay render and how these facts and rulings might impact the loss. For a number of reasons, we are not currently able to estimate a range of reasonably possible loss in thesecases. The number and identities of plaintiffs in these lawsuits are uncertain, as they are dependent on how the class of drivers is defined and how many individuals willqualify based on whatever criteria may be established. In addition, the parties have conducted only very limited discovery into damages in certain of these cases, which couldvary considerably from plaintiff to plaintiff and be dependent on evidence pertaining to individual plaintiffs, which has yet to be produced in the cases. Further, the range ofpotential loss could be impacted substantially by future rulings by the court, including on the merits of the claims, on FedEx Ground’s defenses, and on evidentiary issues. Asa consequence of these factors, as well as others that are specific to these cases, we are not currently able to estimate a range of reasonably possible loss. We do not believethat a material loss is probable in these matters. Adverse determinations in matters related to FedEx Ground’s independent contractors could, among other things, entitle certain owner-operators and their drivers to thereimbursement of certain expenses and to the benefit of wage-and-hour laws and result in employment and withholding tax and benefit liability for FedEx Ground. We believethat FedEx Ground’s owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the company’sindependent contractors.

City and State of New York Cigarette Suit. The City of New York and the State of New York filed two related lawsuits against FedEx Ground in December 2013 andNovember 2014 arising from FedEx Ground’s alleged shipments of cigarettes to New York residents in contravention of several statutes, including the Racketeer Influencedand Corrupt Organizations Act (“RICO”) and New York’s Public Health Law, as well as common law nuisance claims. In April 2016, the two lawsuits were consolidated andwill now proceed as one lawsuit. The first-filed lawsuit alleges that FedEx Ground provided delivery services on behalf of four shippers, and the second-filed lawsuit allegesthat FedEx Ground provided delivery services on behalf of six additional shippers; none of these shippers continue to ship in our network. Pursuant to motions to dismiss filedin both lawsuits, some of the claims have been dismissed entirely or limited. In the first-filed lawsuit, the New York Public Health Law and common law nuisance claimswere dismissed and the plaintiffs voluntarily dismissed another claim. In the second-filed lawsuit, the common law nuisance claim has been dismissed entirely and the NewYork Public Health Law claim has been limited to claims arising after September 27, 2013, when an amendment to that law provided enforcement authority to the City ofNew York and State of New York. Other claims, including the RICO claims, remain in both lawsuits. The likelihood of loss is reasonably possible, but the amount of losscannot be estimated at this stage of the litigation and we expect the amount of any loss to be immaterial.

Environmental Matters . SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedingsinvolve potential monetary sanctions that management reasonably believes could exceed $100,000.

On September 9, 2016, FedEx Supply Chain received a written offer from several District Attorneys’ Offices in California to settle a civil action that the District Attorneysintend to file against FedEx Supply Chain for alleged violations of the state’s hazardous waste regulations. Specifically, the District Attorneys’ Offices allege FedEx SupplyChain unlawfully disposed of hazardous waste at one of its California facilities and caused the illegal transportation and disposal of hazardous waste from the retail stores of aFedEx Supply Chain customer at this same facility. The District Attorneys allege these violations began in 2006 and continued until the facility closed in the spring of 2015.We believe an immaterial loss in this matter is probable. The District Attorneys are also investigating FedEx Supply Chain’s hazardous waste activities at eight additionalfacilities within California. We will pursue all available remedies against the sellers of GENCO to recover any losses in these matters.

Other Matter. During the third quarter of 2017, FedEx Trade Networks informed U.S. Customs and Border Protection that in connection with certain customs entries it mayhave made improper claims for (i) reduced-duty treatment and (ii) duty-free treatment. FedEx Trade Networks is continuing to review these matters. Loss in these matters isprobable, but given the early stage of these matters we cannot yet determine the amount or range of potential loss, but a material loss is reasonably possible .

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FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of business, including certain lawsuits containing various class-action allegations of wage-and-hour violations in which plaintiffs claim, among other things, that they were forced to work “off the clock,” were not paid overtime or were not providedwork breaks or other benefits. In the opinion of management, the aggregate liabili ty, if any, with respect to these other actions will not have a material adverse effect on ourfinancial position, results of operations or cash flows.

(9) Supplemental Cash Flow Information

Cash paid for interest expense and income taxes for the nine-month periods ended February 28, 2017 and February 29, 2016 was as follows (in millions):

2017 2016 Cash payments for:

Interest (net of capitalized interest) $ 400 $ 284 Income taxes $ 294 $ 919 Income tax refunds received (16) (3)Cash tax payments, net $ 278 $ 916

(10) Condensed Consolidating Financial Statements

We are required to present condensed consolidating financial information in order for the subsidiary guarantors of our public debt to continue to be exempt from reportingunder the Securities Exchange Act of 1934, as amended.

The guarantor subsidiaries, which are 100% owned by FedEx, guarantee $14.6 billion of our debt. The guarantees are full and unconditional and joint and several. Ourguarantor subsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the “Guarantor Subsidiaries” and “Non-guarantorSubsidiaries” columns each include portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financialcondition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting.

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Condense d consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions):

CONDENSED CONSOLIDATING BALANCE SHEETS(UNAUDITED)February 28, 2017

Guarantor Non-guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS

Cash and cash equivalents $ 1,475 $ 301 $ 1,442 $ (45) $ 3,173 Receivables, less allowances 1 4,636 2,824 (43) 7,418 Spare parts, supplies, fuel, prepaid expenses and other, less allowances 292 819 236 — 1,347

Total current assets 1,768 5,756 4,502 (88) 11,938 PROPERTY AND EQUIPMENT, AT COST 22 46,448 3,282 — 49,752

Less accumulated depreciation and amortization 18 22,810 1,311 — 24,139 Net property and equipment 4 23,638 1,971 — 25,613

INTERCOMPANY RECEIVABLE 2,216 1,442 — (3,658) — GOODWILL — 1,571 5,429 — 7,000 INVESTMENT IN SUBSIDIARIES 26,637 2,744 — (29,381) — OTHER ASSETS 3,043 1,031 1,052 (2,896) 2,230 $ 33,668 $ 36,182 $ 12,954 $ (36,023) $ 46,781 LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES

Current portion of long-term debt $ — $ 31 $ 14 $ — $ 45 Accrued salaries and employee benefits 52 1,184 454 — 1,690 Accounts payable 124 1,354 1,317 (88) 2,707 Accrued expenses 811 1,419 778 — 3,008

Total current liabilities 987 3,988 2,563 (88) 7,450 LONG-TERM DEBT, LESS CURRENT PORTION 14,443 244 26 — 14,713 INTERCOMPANY PAYABLE — — 3,658 (3,658) — OTHER LONG-TERM LIABILITIES

Deferred income taxes — 4,978 217 (2,896) 2,299 Other liabilities 3,054 3,345 736 — 7,135

Total other long-term liabilities 3,054 8,323 953 (2,896) 9,434 STOCKHOLDERS’ INVESTMENT 15,184 23,627 5,754 (29,381) 15,184 $ 33,668 $ 36,182 $ 12,954 $ (36,023) $ 46,781

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CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, 2016 Guarantor Non-guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS

Cash and cash equivalents $ 1,974 $ 326 $ 1,277 $ (43) $ 3,534 Receivables, less allowances 1 4,461 2,831 (41) 7,252 Spare parts, supplies, fuel, prepaid expenses and other, less allowances 233 724 246 — 1,203

Total current assets 2,208 5,511 4,354 (84) 11,989 PROPERTY AND EQUIPMENT, AT COST 22 43,760 3,236 — 47,018

Less accumulated depreciation and amortization 17 21,566 1,151 — 22,734 Net property and equipment 5 22,194 2,085 — 24,284

INTERCOMPANY RECEIVABLE 2,437 1,284 — (3,721) — GOODWILL — 1,571 5,176 — 6,747 INVESTMENT IN SUBSIDIARIES 24,766 3,697 — (28,463) — OTHER ASSETS 3,359 967 1,851 (3,238) 2,939 $ 32,775 $ 35,224 $ 13,466 $ (35,506) $ 45,959 LIABILITIES AND STOCKHOLDERS’ INVESTMENT CURRENT LIABILITIES

Current portion of long-term debt $ — $ 13 $ 16 $ — $ 29 Accrued salaries and employee benefits 54 1,377 541 — 1,972 Accounts payable 8 1,501 1,519 (84) 2,944 Accrued expenses 883 1,411 769 — 3,063

Total current liabilities 945 4,302 2,845 (84) 8,008 LONG-TERM DEBT, LESS CURRENT PORTION 13,451 245 37 — 13,733 INTERCOMPANY PAYABLE — — 3,721 (3,721) — OTHER LONG-TERM LIABILITIES

Deferred income taxes — 4,436 369 (3,238) 1,567 Other liabilities 4,595 3,375 897 — 8,867

Total other long-term liabilities 4,595 7,811 1,266 (3,238) 10,434 STOCKHOLDERS’ INVESTMENT 13,784 22,866 5,597 (28,463) 13,784 $ 32,775 $ 35,224 $ 13,466 $ (35,506) $ 45,959

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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)Three Months Ended February 28, 2017

Parent Guarantor

Subsidiaries Non-guarantor

Subsidiaries Eliminations Consolidated REVENUES $ — $ 11,275 $ 3,794 $ (72) $ 14,997 OPERATING EXPENSES:

Salaries and employee benefits 29 4,210 1,156 — 5,395 Purchased transportation — 2,219 1,306 (27) 3,498 Rentals and landing fees 1 657 177 (1) 834 Depreciation and amortization 1 649 112 — 762 Fuel — 657 78 — 735 Maintenance and repairs 1 514 73 — 588 Intercompany charges, net (87) (33) 120 — — Other 55 1,428 721 (44) 2,160

— 10,301 3,743 (72) 13,972 OPERATING INCOME — 974 51 — 1,025 OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries 562 (41) — (521) — Interest, net (129) 6 1 — (122)Intercompany charges, net 130 (79) (51) — — Other, net (1) (118) 115 — (4)

INCOME BEFORE INCOME TAXES 562 742 116 (521) 899 Provision for income taxes — 280 57 — 337

NET INCOME $ 562 $ 462 $ 59 $ (521) $ 562 COMPREHENSIVE INCOME $ 543 $ 444 $ 187 $ (521) $ 653

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(UNAUDITED)Three Months Ended February 29, 2016

Parent Guarantor



Salaries and employee benefits 32 4,072 608 — 4,712 Purchased transportation — 2,106 545 (28) 2,623 Rentals and landing fees 1 660 84 (1) 744 Depreciation and amortization — 608 55 — 663 Fuel — 520 17 — 537 Maintenance and repairs — 471 33 — 504 Intercompany charges, net (344) 294 50 — — Other 311 1,344 399 (47) 2,007

— 10,075 1,791 (76) 11,790 OPERATING INCOME — 763 101 — 864 OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries 507 86 — (593) — Interest, net (90) 6 3 — (81)Intercompany charges, net 95 (105) 10 — — Other, net (5) (1) 5 — (1)

INCOME BEFORE INCOME TAXES 507 749 119 (593) 782 Provision for income taxes — 249 26 — 275

NET INCOME $ 507 $ 500 $ 93 $ (593) $ 507 COMPREHENSIVE INCOME $ 488 $ 487 $ 7 $ (593) $ 389

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(UNAUDITED)Nine Months Ended February 28, 2017

Parent Guarantor



Salaries and employee benefits 94 12,477 3,488 — 16,059 Purchased transportation — 6,210 4,040 (81) 10,169 Rentals and landing fees 4 1,902 524 (4) 2,426 Depreciation and amortization 1 1,894 346 — 2,241 Fuel — 1,819 224 — 2,043 Maintenance and repairs 1 1,544 220 — 1,765 Intercompany charges, net (266) 67 199 — — Other 166 4,230 2,163 (127) 6,432

— 30,143 11,204 (212) 41,135 OPERATING INCOME — 3,032 424 — 3,456 OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries 1,977 69 — (2,046) — Interest, net (374) 19 1 — (354)Intercompany charges, net 376 (224) (152) — — Other, net (2) (128) 147 — 17

INCOME BEFORE INCOME TAXES 1,977 2,768 420 (2,046) 3,119 Provision for income taxes — 951 191 — 1,142

NET INCOME $ 1,977 $ 1,817 $ 229 $ (2,046) $ 1,977 COMPREHENSIVE INCOME $ 1,921 $ 1,781 $ 156 $ (2,046) $ 1,812

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Parent Guarantor



Salaries and employee benefits 92 11,811 1,904 — 13,807 Purchased transportation — 5,481 2,132 (108) 7,505 Rentals and landing fees 4 1,843 278 (4) 2,121 Depreciation and amortization 1 1,792 171 — 1,964 Fuel — 1,808 56 — 1,864 Maintenance and repairs — 1,476 105 — 1,581 Intercompany charges, net (525) 338 187 — — Other 428 3,901 1,211 (141) 5,399

— 28,450 6,044 (253) 34,241 OPERATING INCOME — 2,740 405 — 3,145 OTHER INCOME (EXPENSE):

Equity in earnings of subsidiaries 1,890 220 — (2,110) — Interest, net (246) 20 8 — (218)Intercompany charges, net 257 (264) 7 — — Other, net (11) (10) 15 — (6)

INCOME BEFORE INCOME TAXES 1,890 2,706 435 (2,110) 2,921 Provision for income taxes — 915 116 — 1,031

NET INCOME $ 1,890 $ 1,791 $ 319 $ (2,110) $ 1,890 COMPREHENSIVE INCOME $ 1,834 $ 1,758 $ 77 $ (2,110) $ 1,559

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


Parent Guarantor


Subsidiaries Eliminations Consolidated CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (1,497) $ 3,615 $ 529 $ (2) $ 2,645 INVESTING ACTIVITIES

Capital expenditures — (3,456) (334) — (3,790)Proceeds from asset dispositions and other 85 16 22 — 123

CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES 85 (3,440) (312) — (3,667)FINANCING ACTIVITIES

Net transfers from (to) Parent 117 (148) 31 — — Payment on loan between subsidiaries 36 (15) (21) — — Intercompany dividends — 1 (1) — — Principal payments on debt — (33) (16) — (49)Proceeds from debt issuance 1,190 — — — 1,190 Proceeds from stock issuances 265 — — — 265 Dividends paid (319) — — — (319)Purchase of treasury stock (358) — — — (358)Other, net (8) (12) 22 — 2

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 923 (207) 15 — 731 Effect of exchange rate changes on cash (10) 7 (67) — (70)Net (decrease) increase in cash and cash equivalents (499) (25) 165 (2) (361)Cash and cash equivalents at beginning of period 1,974 326 1,277 (43) 3,534 Cash and cash equivalents at end of period $ 1,475 $ 301 $ 1,442 $ (45) $ 3,173

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


Parent Guarantor


Subsidiaries Eliminations Consolidated CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (833) $ 4,213 $ 370 $ 46 $ 3,796 INVESTING ACTIVITIES

Capital expenditures — (3,434) (128) — (3,562)Proceeds from asset dispositions and other (55) 26 12 — (17)

CASH USED IN INVESTING ACTIVITIES (55) (3,408) (116) — (3,579)FINANCING ACTIVITIES

Net transfers from (to) Parent 1,036 (1,039) 3 — — Payment on loan between subsidiaries — 109 (109) — — Intercompany dividends — 20 (20) — — Principal payments on debt — (7) (21) — (28)Proceeds from debt issuance 1,238 — — — 1,238 Proceeds from stock issuances 79 — — — 79 Dividends paid (210) — — — (210)Purchase of treasury stock (2,133) — — — (2,133)Other, net (7) (27) 27 — (7)

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES 3 (944) (120) — (1,061)Effect of exchange rate changes on cash — (17) (61) — (78)Net (decrease) increase in cash and cash equivalents (885) (156) 73 46 (922)Cash and cash equivalents at beginning of period 2,383 487 971 (78) 3,763 Cash and cash equivalents at end of period $ 1,498 $ 331 $ 1,044 $ (32) $ 2,841

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REPORT OF INDEPE NDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and StockholdersFedEx Corporation

We have reviewed the condensed consolidated balance sheet of FedEx Corporation as of February 28, 2017, and the related condensed consolidated statements of income andcomprehensive income for the three-month and nine-month periods ended February 28, 2017 and February 29, 2016 and the condensed consolidated statements of cash flowsfor the nine-month periods ended February 28, 2017 and February 29, 2016. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial informationconsists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than anaudit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinionregarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to bein conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of FedExCorporation as of May 31, 2016, and the related consolidated statements of income, comprehensive income, changes in stockholders’ investment, and cash flows for the yearthen ended (not presented herein) and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated July 18, 2016. In our opinion,the accompanying condensed consolidated balance sheet of FedEx Corporation as of May 31, 2016, is fairly stated, in all material respects, in relation to the consolidatedbalance sheet from which it has been derived.

/s/ Ernst & Young LLP

Memphis, TennesseeMarch 22, 2017

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Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

GENERAL

The following Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) describes the principal factors affecting the results ofoperations, liquidity, capital resources, contractual cash obligations and critical accounting estimates of FedEx Corporation (“FedEx”). This discussion should be read inconjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended May 31, 2016(“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financialresults, 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 managedcollaboratively, under the respected FedEx brand. Our primary operating companies are Federal Express Corporation (“FedEx Express”), the world’s largest expresstransportation company; TNT Express B.V. (“TNT Express”), an international express, small-package ground delivery and freight transportation company; FedEx GroundPackage System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), a leadingU.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedExServices”), form the core of our reportable segments.

Our FedEx Services segment provides sales, marketing, information technology, communications, customer service, technical support, billing and collection services andcertain back-office support functions that support our transportation segments. In addition, the FedEx Services segment provides customers with retail access to FedExExpress and FedEx Ground shipping services through FedEx Office and Print Services, Inc. (“FedEx Office”). See “Reportable Segments” for further discussion. Additionalinformation on our businesses can also 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 macro-economic 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 freightshipments);

• our ability to manage our network capacity and 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.

The majority of our operating expenses are directly impacted by revenue and volume levels. Accordingly, we expect these operating expenses to fluctuate on a year-over-yearbasis consistent with the change in revenues and volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends impacting expensesother than changes in revenues and volume. The line item “Other operating expenses” predominantly includes costs associated with outside service contracts (such as security,facility services and cargo handling), insurance, professional fees, and uniforms.

Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2017 or ended May 31 of the year referenced and comparisons are to thecorresponding period of the prior year. References to our transportation segments include, collectively, our FedEx Express group, which includes the FedEx Express and TNTExpress segments, the FedEx Ground segment and the FedEx Freight segment.

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RESULTS OF OPERATIONS

CONSOLIDATEDRESULTS

The following tables compare summary operating results and changes in revenue and operating income (dollars in millions, except per share amounts) for the periods endedFebruary 28, 2017 and February 29, 2016:

Three Months Ended Percent Nine Months Ended Percent 2017 2016 Change 2017 2016 Change

Revenues $ 14,997 $ 12,654 19 $ 44,591 $ 37,386 19 Operating income:

FedEx Express segment 555 595 (7) 1,815 1,762 3 TNT Express segment 2 — NM 58 — NM FedEx Ground segment 515 557 (8) 1,590 1,620 (2) FedEx Freight segment 41 56 (27) 264 289 (9) Eliminations, corporate and other (88) (344) 74 (271) (526) 48

Consolidated operating income 1,025 864 19 3,456 3,145 10 Operating margin:

FedEx Express segment 8.2% 9.1% (90) bp 9.0% 8.9% 10 bpTNT Express segment 0.1% — NM 1.1% — NM FedEx Ground segment 11.0% 12.6% (160) bp 11.9% 13.2% (130) bpFedEx Freight segment 2.7% 3.9% (120) bp 5.6% 6.3% (70) bp

Consolidated operating margin 6.8% 6.8% — bp 7.8% 8.4% (60) bpConsolidated net income $ 562 $ 507 11 $ 1,977 $ 1,890 5 Diluted earnings per share $ 2.07 $ 1.84 13 $ 7.31 $ 6.71 9

Change in Revenue Change in Operating Income

Three Months

Ended Nine Months

Ended Three Months

Ended Nine Months

Ended FedEx Express segment $ 222 $ 442 $ (40) $ 53 TNT Express segment 1,790 5,493 2 58 FedEx Ground segment 280 1,109 (42) (30)FedEx Freight segment 45 152 (15) (25)FedEx Services segment 5 21 — — Eliminations, corporate and other 1 (12) 256 255 $ 2,343 $ 7,205 $ 161 $ 311

Overview

Our segment results declined in the third quarter of 2017 as a result of the unfavorable net impact of fuel and one fewer operating day at FedEx Express and FedEx Ground,increased rent, depreciation and staffing as a result of network expansion at FedEx Ground and lower operating income at FedEx Freight. These factors were partially offsetby yield growth at all of our transportation segments. Our segment results increased in the nine months of 2017 due to yield and volume growth and continued costmanagement at our FedEx Express segment, which was partially offset by the factors noted above.

We incurred an aggregate $78 million ($63 million, net of tax, or $0.23 per diluted share) in the third quarter and $204 million ($158 million, net of tax, or $0.58 per dilutedshare) in the nine months of 2017 of integration expenses, including restructuring charges for TNT Express. The integration expenses are predominantly incremental costsdirectly associated with the integration of TNT Express, including professional and legal fees, salaries and wages, advertising expenses and travel. Internal salaries and wagesare included only to the extent the individuals are assigned full time to integration activities. These costs were incurred primarily at FedEx Corporation and FedEx Express.The identification of these costs as integration-related expenditures is subject to our disclosure controls and procedures. In addition, we incurred $16 million ($13 million, netof tax, or $0.05 per diluted share) in the third quarter and $54 million ($41 million, net of tax, or $0.15 per diluted share) in the nine months of 2017 of increased intangibleasset amortization as a result of the TNT Express acquisition.

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We incurred expenses associated with the TNT Express acquisition of $25 million ($15 million, net of tax, or $0.06 per diluted share) in the third quarter of 2016 and $53million ($33 million, net of tax, or $0.12 per diluted share) in the nine months of 2016.

Operating income in the third quarter and nine months of 2017 benefited from the inclusion of prior-year expenses in “Eliminations, corporate and other,” consisting ofprovisions for the settlement of (and certain expected losses related to) independent contractor litigation matters involving FedEx Ground for $204 million ($126 million, netof tax, or $0.46 per diluted share) in the third quarter and $245 ($152 million, net of tax, or $0.54 per diluted share) million in the nine months of 2016. In addition, in thethird quarter and nine months of 2016, expenses included the settlement of a U.S. Customs and Border Protection (“CBP”) notice of action regarding uncollected duties andmerchandising processing fees in the amount of $69 million ($43 million, net of tax, or $0.15 per diluted share). Both of these provisions were net of recognized insurancerecoveries.

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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 (TNT Expressvolume trends are not presented, as it was acquired on May 25, 2016):

(1) International domestic average daily package volume represents our international intra-country operations in the FedEx Express segment.

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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 (TNT Express yield trends are notpresented, as it was acquired on May 25, 2016):

Revenue

Revenues increased 19% in the third quarter and nine months of 2017 due to the inclusion of TNT Express and improvements at our other transportation segments. At FedExGround, revenues increased 6% in the third quarter due to yield and volume growth in our commercial business and 9% in the nine months of 2017 due to volume and yieldgrowth in our commercial business and residential services. Revenues at FedEx Express increased 3% in the third quarter due to yield and package volume growth and 2% inthe nine months of 2017 due to the same factors, which were partially offset by unfavorable exchange rates. Revenues in the third quarter and the nine months of 2017 werenegatively impacted by one fewer operating day at FedEx Express and FedEx Ground. FedEx Freight revenues increased 3% in the third quarter due to higher LTL revenueper shipment and higher fuel surcharges and 3% in the nine months of 2017 due to higher average daily LTL shipments. Lower fuel surcharges negatively impacted revenuesat all our transportation segments in the nine months of 2017.

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OperatingExpenses

The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the periods ended February 28, 2017 andFebruary 29, 2016:


Operating expenses: Salaries and employee benefits $ 5,395 $ 4,712 $ 16,059 $ 13,807 Purchased transportation 3,498 2,623 10,169 7,505 Rentals and landing fees 834 744 2,426 2,121 Depreciation and amortization 762 663 2,241 1,964 Fuel 735 537 2,043 1,864 Maintenance and repairs 588 504 1,765 1,581 Other 2,160 2,007 6,432 5,399

Total operating expenses $ 13,972 $ 11,790 $ 41,135 $ 34,241 Operating income $ 1,025 $ 864 $ 3,456 $ 3,145

Percent of Revenue Three Months Ended Nine Months Ended 2017 2016 2017 2016

Operating expenses: Salaries and employee benefits 36.0 % 37.2 % 36.0 % 36.9 %Purchased transportation 23.3 20.7 22.8 20.1 Rentals and landing fees 5.6 5.9 5.4 5.7 Depreciation and amortization 5.1 5.2 5.0 5.3 Fuel 4.9 4.3 4.6 5.0 Maintenance and repairs 3.9 4.0 4.0 4.2 Other 14.4 15.9 14.4 14.4

Total operating expenses 93.2 93.2 92.2 91.6 Operating margin 6.8 % 6.8 % 7.8 % 8.4 %

Operating margin remained flat in the third quarter of 2017 as prior-year provisions for independent contractor litigation matters involving FedEx Ground and the CBP matternoted above were offset by the inclusion of TNT Express and the unfavorable net impact of fuel and one fewer operating day at FedEx Express and FedEx Ground. Operating margin declined in the nine months of 2017 primarily due to the inclusion of TNT Express, increased depreciation, rent and staffing as a result of networkexpansion and increased purchased transportation rates at FedEx Ground and lower operating income at FedEx Freight. These impacts were partially offset by the prior-yearindependent contractor litigation expenses and CBP matter.

Purchased transportation costs increased 33% in the third quarter due to the inclusion of TNT Express and higher volumes at FedEx Ground and 35% in the nine months of2017 due to the inclusion of TNT Express and higher volumes, as well as increased service provider and U.S. Postal Service rates at FedEx Ground. Salaries and employeebenefits expense increased 14% in the third quarter and 16% in the nine months of 2017 due to the inclusion of TNT Express, volume growth and staffing to support networkexpansion at FedEx Ground, and merit increases at FedEx Express and FedEx Freight. Other expenses increased 19% in the nine months of 2017 primarily due to theinclusion of TNT Express driven by outside service contracts, which were partially offset by the inclusion of independent contractor litigation expenses and the CBP matter inthe prior year.

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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:

Fuel expense increased 37% in the third quarter of 2017 due to higher fuel prices and the inclusion of TNT Express and 10% in the nine months of 2017 due to the inclusionof TNT Express. Fuel prices represent only one component of the two factors we consider meaningful in understanding the impact of fuel on our business. Consideration mustalso 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-yearchange 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 inrevenue and yield growth, we have included the comparative weighted-average fuel surcharge percentages in effect for the third quarter and nine months of 2017 and 2016 inthe accompanying discussions of each of our transportation segments.

Effective February 6, 2017, FedEx Express and FedEx Ground fuel surcharges are adjusted on a weekly basis. The fuel surcharge is based on a weekly fuel price from twoweeks prior to the week in which it is assessed. The index used to determine the fuel surcharge percentage for our FedEx Freight business continues to adjust weekly. TNTExpress’s fuel surcharges incorporate a six- to eight-week timing lag.

Prior to February 6, 2017, our fuel surcharges for the FedEx Express and FedEx Ground businesses incorporated a timing lag of approximately six to eight weeks before theywere adjusted for changes in fuel prices. For example, the fuel surcharge index in effect at FedEx Express in January 2017 was set based on November 2016 fuel prices. Inaddition, on November 2, 2015, we updated the tables used to determine our fuel surcharges at FedEx Express, FedEx Ground and FedEx Freight.

Beyond these factors, 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 FedExExpress 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, drivingvariability in the prices paid for jet fuel. Furthermore, under these contractual arrangements, approximately 76% of our jet fuel is purchased based on the index price for thepreceding week, with the remainder of our purchases tied to the index price for the preceding month, rather than based on daily spot rates. These contractual provisionsmitigate the impact of rapidly changing daily spot rates on our jet fuel purchases.

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 amountsthat 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 significant negative impact to operating income in the third quarter and nine months of 2017. This was driven by a year-over-year weightedaverage increase of 30% in jet fuel prices and 27% in vehicle fuel prices during the third quarter of 2017.

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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 themix of services purchased by our customers. While fluctuations in fuel surcharge percentages can be significant from period to period, fuel surcharges represent one of themany individual components of our pri cing structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price andextra service charges we obtain for these services and the level of pricing discounts offered.

OtherIncomeandExpense

Interest expense increased $41 million in the third quarter and $136 million in the nine months of 2017 primarily due to our U.S. and Euro debt issuances in fiscal 2016. Theinterest expense increase in the nine months of 2017 was partially offset by a gain of $35 million from the sale of an investment during the second quarter of 2017. Theannualized weighted average interest rate on our long-term debt was 3.6% for the nine months ended February 28, 2017, reflecting the favorable interest rates obtained inrecent debt offerings.

IncomeTaxes

Our effective tax rate was 37.5% for the third quarter and 36.6% for the nine months of 2017, compared with 35.2% in the third quarter and 35.3% in the nine months of 2016.The tax rates in 2017 have been negatively impacted by non-deductible costs incurred in connection with the integration of TNT Express as well as local country losses insome entities within TNT, for which no tax benefit was recognized due to uncertainty as to the utilization of these losses. This negative impact has been partially offset by thecontinuing benefit from the Accounting Standards Update for share-based payments that we adopted in the second quarter of 2017. For additional details on the AccountingStandards Update for share-based payments, refer to Note 1 of the accompanying unaudited condensed consolidated financial statements.

We expect our effective tax rate to be lower in the fourth quarter and our 2017 effective tax rate to be approximately 35% prior to any year-end mark-to-market (“MTM”)benefit plans adjustment. Longer term, as more synergies from the TNT Express acquisition result in greater international profits, we expect our pre-MTM benefit plansadjustment effective tax rate to be lower than our historical average rate.

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 forthe 2014 and 2015 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 changein our balance of unrecognized tax benefits. The expected impact of any changes would not be material to our consolidated financial statements. As of February 28, 2017,there were no material changes to our liabilities for unrecognized tax benefits from May 31, 2016 other than liabilities added as a result of the ongoing TNT Express purchaseprice allocation.

BusinessAcquisition

On May 25, 2016, we acquired TNT Express for €4.4 billion (approximately $4.9 billion). Cash acquired in the acquisition was approximately €250 million ($280million). All shares associated with the transaction were tendered or transferred as of February 28, 2017. We funded the acquisition with proceeds from an April 2016 debtissuance and existing cash balances. The financial results of this business are included in the FedEx Express group and TNT Express segment.

TNT Express collects, transports and delivers documents, parcels and freight to over 200 countries. This strategic acquisition broadens our portfolio of internationaltransportation solutions by combining TNT Express’s strong European road platform with FedEx Express’s strength in other regions globally.

Given the timing and complexity of the acquisition, the presentation of TNT Express in our financial statements, including the allocation of the purchase price, continues to bepreliminary and will likely change in the fourth quarter of 2017, perhaps significantly, as additional information concerning the fair value estimates of the assets acquired andliabilities assumed as of the acquisition date is obtained during the remainder of the fiscal year. We will complete our purchase price allocation during the fourth quarter of2017.

See Note 1 of the accompanying unaudited condensed consolidated financial statements for further discussion of this acquisition.

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Outlook

We expect volume and yield growth at FedEx Express and FedEx Ground and the inclusion of TNT Express to drive earnings growth in the fourth quarter and full year of2017 prior to any MTM benefit plans adjustment. At FedEx Ground, we are focused on balancing capacity and volume growth with yield management. These actionscontributed to the third quarter volume results and are expected to impact fourth quarter volumes. Our fourth quarter and full-year results for 2017 will continue to benegatively impacted by our TNT Express integration and restructuring activities. Our expectations for earnings growth in the fourth quarter and the remainder of 2017 aredependent on key external factors, including fuel prices and the pace of improvement in the global economy.

During the remainder of 2017, we will continue to execute our TNT Express integration plans. The integration process is complex as it spans over 200 countries and involvescombining our pickup and delivery operations at a local level, our global and regional air and ground networks, and our extensive operations, customs clearance, sales andback-office IT systems, and is expected to take four years to complete from the acquisition date. We now estimate incurring costs of approximately $300 million in 2017 as aresult of the TNT Express integration, including restructuring charges. We expect the aggregate integration program expense over the four years to be approximately$800 million. The timing and amount of integration-related expenses in any future period is subject to change as we implement our plans.

The integration process is proceeding in a manner such that we expect to have one integrated FedEx Express reportable segment (formerly the FedEx Express group)commencing in 2018 when the financial information for the FedEx Express and TNT Express segments will begin to merge and only the results of the FedEx Express groupwill be regularly reviewed when evaluating performance and making resource allocation decisions. We are targeting operating income improvement at the FedEx Expressgroup of $1.2 billion to $1.5 billion in 2020 from 2017 assuming moderate economic growth and current accounting and tax rules. This target includes TNT Express synergiesas well as base business and other operational improvements across the global FedEx Express network.

Other Outlook Matters. For details on key 2017 capital projects, refer to the “Liquidity Outlook” section of this MD&A.

We are involved in a number of lawsuits and other proceedings that challenge the status of FedEx Ground’s owner-operators as independent contractors. For a description ofthese proceedings, see Note 8 of the accompanying unaudited condensed consolidated financial statements and the “Independent Contractor Model” section of our FedExGround segment MD&A.

FedEx Ground previously announced plans to implement the Independent Service Provider (“ISP”) model throughout its entire U.S. pickup and delivery network, includingthe 29 states that had not yet begun transitioning to the ISP model. The transition to the ISP model in these 29 states is being accomplished on a district-by-district basis and isexpected to be completed by the end of 2020. As of February 28, 2017, 42% of FedEx Ground volume was being delivered by small businesses operating under the ISPmodel. The costs associated with these transitions will be recognized in the periods incurred and are not expected to be material to any future quarter.

See “Forward-Looking Statements” for a discussion of these and other potential risks and uncertainties that could materially affect our future performance.

RECENTACCOUNTINGGUIDANCE

New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements. These matters are describedin our Annual Report.

During the first quarter of 2017, we retrospectively adopted the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) to simplify thepresentation of debt issuance costs. This new guidance requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from thecarrying amount of that debt liability, rather than as an asset. This new guidance had a minimal impact on our accounting and financial reporting.

On May 28, 2014, the FASB and International Accounting Standards Board issued a new accounting standard that will supersede virtually all existing revenue recognitionguidance under generally accepted accounting principles in the United States. This standard will be effective for us beginning in fiscal 2019. The fundamental principles ofthe new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenuerecognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for therecognition of revenue. Based on our current assessment, we do not anticipate that the new guidance will have a material impact on our revenue recognition policies, practicesor systems.

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On February 25, 2016, the FASB issued a new lease accounting standard which requires lessees to put most leases on their balance sheets but recognize the expenses on theirincome statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and aright-of-use asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating le ases will be recognized on a straight-linebasis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately inthe income statement. We are currentl y evaluating the impact of this new standard on our financial reporting, but recognizing the lease liability and related right-of-use assetwill significantly impact our balance sheet. These changes will be effective for our fiscal year beginning June 1, 2 019 (fiscal 2020), with a modified retrospective adoptionmethod to the beginning of 2018.

During the second quarter of 2017, we adopted the Accounting Standards Update issued by the FASB in March 2016 to simplify the accounting for share-based paymenttransactions. The new guidance requires companies to recognize the income tax effects of awards that vest or are settled as income tax expense or benefit in the incomestatement as opposed to additional paid-in capital. The guidance also provides clarification of the presentation of certain components of share-based awards in the statement ofcash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. We haveelected to continue estimating forfeitures expected to occur in order to determine the amount of compensation cost to be recognized each period and to apply the cash flowclassification guidance prospectively. Excess tax benefits are now classified as an operating activity rather than a financing activity. The adoption of the new standard had abenefit of $21 million to net income ($0.07 per diluted share) for the third quarter and a benefit of $42 million to net income ($0.14 per diluted share) for the nine months of2017.

In March 2017, the FASB issued an Accounting Standards Update that changes how employers that sponsor defined benefit pension or other postretirement benefit planspresent the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as othercompensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside ofincome from operations. This standard will impact our operating income but will have no material impact on our net income or earnings per share. This new guidance will beeffective for our fiscal year beginning June 1, 2018 (fiscal 2019) and will be applied retrospectively.

We believe that no other new accounting guidance was adopted or issued during the nine months of 2017 that is relevant to the readers of our financial statements.

REPORTABLESEGMENTS

FedEx Express, TNT Express, FedEx Ground and FedEx Freight represent our major service lines and, along with FedEx Services, form the core of our reportable segments.Our reportable segments include the following businesses: FedEx Express Group:

FedEx Express Segment FedEx Express (express transportation) FedEx Trade Networks (air and ocean freight forwarding, customs brokerage and cross-border enablement technology

and solutions) FedEx SupplyChain Systems (logistics services)

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

FedEx Ground Segment FedEx Ground (small-package ground delivery) FedEx Supply Chain (third-party logistics) (formerly GENCO)

FedEx Freight Segment FedEx Freight (LTL freight transportation) FedEx Custom Critical (time-critical transportation)

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

FedEx Office (document and business services and package acceptance) During the third quarter of 2017, we rebranded GENCO to FedEx Supply Chain.

FEDEXSERVICESSEGMENT

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

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The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment(including the net operating resu lts of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedExServices segment allocation, the net operating results of FedEx Office, which are an immaterial component of our all ocations, are allocated to FedEx Express and FedExGround. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedExServices segment, performance is eva luated based on the impact of its total allocated net operating costs on our transportation segments. We believe these allocationsapproximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, t o reflect changes in our businesses.

ELIMINATIONS,CORPORATEANDOTHER

Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services arebased 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 onmarket 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.

Corporate and other includes corporate headquarters costs for executive officers and certain legal and financial functions, as well as certain other costs and credits notattributed to our core businesses. These costs are not allocated to the business segments. The year-over-year decrease in these costs in the third quarter and nine months of2017 was driven by a prior-year expense related to independent contractor litigation matters involving FedEx Ground, the prior-year settlement of a U.S. Customs and BorderProtection notice of action regarding uncollected duties and merchandising processing and the prior-year TNT Express acquisition expenses partially offset by TNT Expressintegration expenses incurred in the three and nine months of 2017 discussed above.

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FEDEXEXPRESSGROUP

The FedEx Express group consists of the combined results of the FedEx Express and TNT Express segments. As discussed in our Annual Report, we have combined thesesegments for financial reporting discussion purposes into a collective business as a result of their management reporting structure. Furthermore, over time their operations willbe integrated, therefore presenting a group view provides a basis for future year-over-year comparison purposes. We acquired TNT Express in the fourth quarter of 2016,which has impacted the year-over-year comparability of revenue and operating income. The following table compares selected performance measures (dollars in millions) forthe periods ended February 28, 2017 and February 29, 2016:


Revenues: FedEx Express segment $ 6,779 $ 6,557 3 $ 20,178 $ 19,736 2 TNT Express segment 1,790 — NM 5,493 — NM

FedEx Express group 8,569 6,557 31 25,671 19,736 30 Operating income:

FedEx Express segment 555 595 (7) 1,815 1,762 3 TNT Express segment 2 — NM 58 — NM

FedEx Express group $ 557 $ 595 (6) $ 1,873 $ 1,762 6 Operating margin:

FedEx Express segment 8.2% 9.1% (90) bp 9.0% 8.9% 10 bpTNT Express segment 0.1% — NM bp 1.1% — NM bp

FedEx Express group 6.5% 9.1% (260) bp 7.3% 8.9% (160) bp

FedExExpressGroupResults

FedEx Express group revenues increased 31% in the third quarter and 30% in the nine months of 2017. This increase was due to the inclusion of the TNT Express segment, aswell as improved yield and package volume at our FedEx Express segment.

Operating income decreased 6% in the third quarter driven by one fewer operating day and the negative net impact of fuel at FedEx Express. The TNT Express segmentreported a small operating profit in the third quarter, which was negatively impacted by integration expenses, including restructuring charges and amortization of intangibleassets. Operating income increased 6% in the nine months of 2017 driven by our FedEx Express segment and the inclusion of the TNT Express segment. Operating margindecreased in the third quarter due to the inclusion of the TNT Express segment, the unfavorable net impact of fuel and one fewer operating day and in the nine months of 2017due to the inclusion of the TNT Express segment.

FedEx Express group results included $53 million in the third quarter and $122 million in the nine months of 2017 of TNT Express integration expenses. In addition, expensesincluded intangible asset amortization of $16 million in the third quarter and $54 million in the nine months of 2017.

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FEDEXEXPRESSSEGMENT

FedEx Express offers a wide range of U.S. domestic and international shipping services for delivery of packages and freight including priority services, which provide time-definite delivery within one, two or three business days worldwide, and deferred or economy services, which provide time-definite delivery within five business daysworldwide. The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income (dollars in millions) and operatingmargin for the periods ended February 28, 2017 and February 29, 2016:


Revenues: Package: U.S. overnight box $ 1,742 $ 1,704 2 $ 5,173 $ 5,044 3 U.S. overnight envelope 422 408 3 1,287 1,227 5 U.S. deferred 954 926 3 2,598 2,568 1 Total U.S. domestic package revenue 3,118 3,038 3 9,058 8,839 2

International priority 1,398 1,346 4 4,275 4,243 1 International economy 570 546 4 1,759 1,688 4 Total international export package revenue 1,968 1,892 4 6,034 5,931 2

International domestic (1) 312 303 3 964 966 — Total package revenue 5,398 5,233 3 16,056 15,736 2

Freight: U.S. 667 647 3 1,895 1,798 5 International priority 355 325 9 1,093 1,029 6 International airfreight 28 30 (7) 82 98 (16)

Total freight revenue 1,050 1,002 5 3,070 2,925 5 Other (2) 331 322 3 1,052 1,075 (2)

Total revenues 6,779 6,557 3 20,178 19,736 2 Operating expenses: Salaries and employee benefits 2,662 2,602 2 7,854 7,638 3 Purchased transportation 562 545 3 1,722 1,762 (2) Rentals and landing fees 431 452 (5) 1,230 1,261 (2) Depreciation and amortization 360 342 5 1,068 1,038 3 Fuel 572 455 26 1,582 1,579 — Maintenance and repairs 348 306 14 1,044 981 6 Intercompany charges 467 464 1 1,392 1,371 2 Other 822 796 3 2,471 2,344 5

Total operating expenses 6,224 5,962 4 18,363 17,974 2 Operating income $ 555 $ 595 (7) $ 1,815 $ 1,762 3 Operating margin 8.2% 9.1% (90) bp 9.0% 8.9% 10 bp (1) International domestic revenues represent our international intra-country operations.

(2) Includes FedEx Trade Networks and FedEx SupplyChain Systems.

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Percent of Revenue Three Months Ended Nine Months Ended 2017 2016 2017 2016 Operating expenses:

Salaries and employee benefits 39.3 % 39.7 % 38.9 % 38.7 %Purchased transportation 8.3 8.3 8.5 8.9 Rentals and landing fees 6.4 6.9 6.1 6.4 Depreciation and amortization 5.3 5.2 5.3 5.3 Fuel 8.4 6.9 7.8 8.0 Maintenance and repairs 5.1 4.7 5.2 5.0 Intercompany charges 6.9 7.1 6.9 6.9 Other 12.1 12.1 12.3 11.9


The following table compares selected statistics (in thousands, except yield amounts) for the periods ended February 28, 2017 and February 29, 2016:


Package Statistics (1) Average daily package volume (ADV):

U.S. overnight box 1,322 1,316 — 1,286 1,271 1 U.S. overnight envelope 549 535 3 559 536 4 U.S. deferred 1,025 1,015 1 904 926 (2)

Total U.S. domestic ADV 2,896 2,866 1 2,749 2,733 1 International priority 407 386 5 400 393 2 International economy 182 179 2 183 180 2

Total international export ADV 589 565 4 583 573 2 International domestic (2) 943 878 7 933 895 4

Total ADV 4,428 4,309 3 4,265 4,201 2 Revenue per package (yield):

U.S. overnight box $ 21.24 $ 20.56 3 $ 21.17 $ 20.77 2 U.S. overnight envelope 12.41 12.11 2 12.12 11.99 1 U.S. deferred 15.00 14.48 4 15.13 14.52 4

U.S. domestic composite 17.36 16.83 3 17.34 16.93 2 International priority 55.42 55.35 — 56.25 56.59 (1)International economy 50.56 48.36 5 50.60 49.02 3

International export composite 53.92 53.14 1 54.48 54.21 — International domestic (2) 5.34 5.47 (2) 5.44 5.65 (4)

Composite package yield 19.66 19.27 2 19.82 19.61 1 Freight Statistics (1)

Average daily freight pounds: U.S. 8,458 8,340 1 8,231 7,937 4 International priority 2,592 2,414 7 2,622 2,503 5 International airfreight 645 622 4 610 636 (4)

Total average daily freight pounds 11,695 11,376 3 11,463 11,076 3 Revenue per pound (yield):

U.S. $ 1.27 $ 1.23 3 $ 1.21 $ 1.19 2 International priority 2.21 2.14 3 2.19 2.15 2 International airfreight 0.71 0.76 (7) 0.71 0.81 (12)

Composite freight yield 1.45 1.40 4 1.41 1.38 2

(1) Package and freight statistics include only the operations of FedEx Express.

(2) International domestic statistics represent our international intra-country operations.

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FedExExpressSegmentRevenues

FedEx Express segment revenues increased 3% in the third quarter of 2017 primarily due to improved base yield and package volume and higher fuel surcharges, which werepartially offset by one fewer operating day. FedEx Express segment revenues increased 2% in the nine months of 2017 primarily due to improved yield and package volumepartially offset by one fewer operating day, unfavorable exchange rates, and lower fuel surcharges.

U.S. domestic package yields increased 3% in the third quarter and 2% in the nine months of 2017 primarily due to higher base rates and package weights. U.S. domesticaverage daily volume increased 1% in the third quarter and nine months of 2017 driven by our overnight service offerings. Freight yields increased 4% in the third quarterprimarily due to the impact of higher fuel surcharges and 2% in the nine months of 2017 due to higher base rates. Freight average daily pounds increased 3% in the thirdquarter and nine months of 2017 primarily due to higher international priority freight volume. In addition, higher U.S. Postal Service volume contributed to the increase in thenine months of 2017. International export average daily volumes increased 4% in the third quarter and 2% in the nine months of 2017 due to increased international prioritybox shipments and growth in international export from Asia and Europe. International export package yields increased 1% in the third quarter due to favorable service mixpartially offset by unfavorable exchange rates and remained flat in the nine months of 2017 as favorable service mix was offset by unfavorable exchange rates and lower fuelsurcharges.

Our U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the periods ended February 28, 2017 and February 29, 2016:


U.S. Domestic and Outbound Fuel Surcharge: Low 2.50% 0.75% 1.00% 0.75%High 3.38 2.75 3.38 4.00 Weighted-average 2.96 2.00 2.30 2.40

International Fuel Surcharges: Low 2.50 0.75 1.00 0.75 High 10.50 9.50 10.50 12.00 Weighted-average 7.38 5.83 6.35 7.08

Effective February 6, 2017, FedEx Express fuel surcharges are adjusted on a weekly basis compared to the previous monthly adjustment. On January 2, 2017, FedEx Expressimplemented a 3.9% average list price increase for U.S. domestic, U.S. export and U.S. import services and a change to the U.S. domestic dimensional weight divisor. OnJanuary 4, 2016, FedEx Express implemented a 4.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services. In addition, effectiveNovember 2, 2015, FedEx Express updated certain tables used to determine fuel surcharges.

FedExExpressSegmentOperatingIncome

FedEx Express operating income decreased in the third quarter due to the unfavorable net impact of fuel, one fewer operating day and increased aircraft maintenance expensepartially offset by yield growth. Operating income increased in the nine months of 2017 due to yield and volume growth and the continued benefits of cost managementinitiatives partially offset by one fewer operating day and the negative net impact of fuel. Results included $31 million in the third quarter and $70 million in the nine monthsof 2017 of TNT Express integration expenses. FedEx Express continues to focus on managing network capacity to match customer demand, reducing structural costs,modernizing its fleet and driving productivity increases throughout its operations.

Salaries and employee benefits increased 2% in the third quarter and 3% in the nine months of 2017 primarily due to merit increases. Maintenance and repairs increased 14%in the third quarter and 6% in the nine months of 2017 due primarily to the timing of aircraft maintenance events. Purchased transportation expenses increased 3% in the thirdquarter due to increased volume. Rentals decreased 5% in the third quarter and 2% in the nine months of 2017 due to a reduction in aircraft leases.

Fuel expense increased 26% in the third quarter due to increased fuel prices and remained flat in the nine months of 2017 due to lower fuel prices. The net impact of fuel had asignificant negative impact on operating income in the third quarter and nine months of 2017. See the “Fuel” section of this MD&A for a description and additional discussionof the net impact of fuel on our operating results.

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TNTEXPRESSSEGMENT

TNT Express collects, transports and delivers documents, parcels and freight on a day-definite or time-definite basis. Services are primarily classified by the speed, distance,weight and size of shipments. While the majority of shipments are between businesses, TNT Express also offers business-to-consumer services to select key customers. Weacquired TNT Express in the fourth quarter of 2016. The following tables present revenues, operating expenses, operating expenses as a percent of revenue, operating income,operating margin (dollars in millions) and selected package statistics (in thousands, except yield amounts) for the periods ended February 28, 2017:

2017

Three Months

Ended Nine Months

Ended Revenues $ 1,790 $ 5,493 Operating expenses:

Salaries and employee benefits 508 1,539 Purchased transportation 724 2,241 Rentals and landing fees 80 253 Depreciation and amortization 60 184 Fuel 61 171 Maintenance and repairs 38 114 Intercompany charges 6 11 Other 311 922

Total operating expenses 1,788 5,435 Operating income $ 2 $ 58 Operating margin 0.1% 1.1%Package:

Average daily packages 1,034 1,007 Revenue per package (yield) $ 24.15 $ 24.96

Freight: Average daily pounds 3,169 3,451 Revenue per pound (yield) $ 0.54 $ 0.60

Percent of Revenue 2017

Three Months

Ended Nine Months

Ended Operating expenses:

Salaries and employee benefits 28.4 % 28.0 %Purchased transportation 40.4 40.8 Rentals and landing fees 4.5 4.6 Depreciation and amortization 3.4 3.3 Fuel 3.4 3.1 Maintenance and repairs 2.1 2.1 Intercompany charges 0.3 0.2 Other 17.4 16.8

Total operating expenses 99.9 98.9 Operating margin 0.1 % 1.1 %

TNT Express fuel surcharges are indexed to the spot price for jet fuel. Using this index, the international fuel surcharge percentages ranged as follows for the periods endedFebruary 28, 2017:

Three MonthsEnded

Nine MonthsEnded

2017 2017 International Fuel Surcharges:

Low 6.25% 5.25%High 18.75 18.75 Weighted-average 12.94 12.69

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TNTExpressSegmentResults

The TNT Express segment was formed in the fourth quarter of 2016, following the acquisition of TNT Express on May 25, 2016. Since the date of acquisition, TNT Expresshas focused on maintaining its customer base while executing integration activities with FedEx Express.

TNT Express results included revenues of $1.8 billion for the third quarter and $5.5 billion for the nine months of 2017. TNT Express reported operating income of $2 millionin the third quarter and $58 million in the nine months of 2017. These results included integration costs of $22 million in the third quarter and $52 million in the nine monthsof 2017. Costs associated with the integration, including restructuring charges, are expected to continue through fiscal year 2020. In addition, operating expenses includedintangible asset amortization of $16 million in the third quarter and $54 million in the nine months of 2017.

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FEDEXGROUNDSEGMENT

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 expenses as a percent of revenue, operating income (dollars in millions), operating margin and selected package statistics (in thousands, exceptyield amounts) for the periods ended February 28, 2017 and February 29, 2016:


Revenues: FedEx Ground $ 4,296 $ 4,025 7 $ 12,202 $ 11,161 9 FedEx Supply Chain 392 383 2 1,195 1,127 6

Total revenues 4,688 4,408 6 13,397 12,288 9 Operating expenses:

Salaries and employee benefits 834 756 10 2,420 2,105 15 Purchased transportation 2,015 1,891 7 5,568 5,130 9 Rentals 197 166 19 567 466 22 Depreciation and amortization 177 159 11 508 451 13 Fuel 3 3 — 8 8 — Maintenance and repairs 83 71 17 237 209 13 Intercompany charges 330 312 6 983 910 8 Other 534 493 8 1,516 1,389 9

Total operating expenses 4,173 3,851 8 11,807 10,668 11 Operating income $ 515 $ 557 (8) $ 1,590 $ 1,620 (2) Operating margin 11.0% 12.6% (160) bp 11.9% 13.2% (130) bpAverage daily package volume

FedEx Ground 8,522 8,339 2 7,963 7,551 5 Revenue per package (yield)

FedEx Ground $ 8.12 $ 7.65 6 $ 8.05 $ 7.72 4


Salaries and employee benefits 17.8 % 17.1 % 18.1 % 17.1 %Purchased transportation 43.0 42.9 41.5 41.7 Rentals 4.2 3.8 4.2 3.8 Depreciation and amortization 3.7 3.6 3.8 3.7 Fuel 0.1 0.1 0.1 0.1 Maintenance and repairs 1.8 1.6 1.8 1.7 Intercompany charges 7.0 7.1 7.3 7.4 Other 11.4 11.2 11.3 11.3


FedExGroundSegmentRevenues

FedEx Ground segment revenues increased 6% in the third quarter due to yield and volume growth in our commercial business partially offset by residential volume declines.FedEx Ground revenues increased 9% in the nine months of 2017 due to volume and yield growth. Revenues in the third quarter and the nine months of 2017 were negativelyimpacted by one fewer operating day.

Average daily volume at FedEx Ground increased 2% in the third quarter primarily due to growth in our commercial business partially offset by lower residential volume dueto yield management initiatives. Average daily volume at FedEx Ground increased 5% in the nine months of 2017 due to continued growth in our commercial business andresidential services. FedEx Ground yield increased 6% during the third quarter primarily driven by our commercial business and 4% in the nine months of 2017 due to higherbase yields for our commercial business and residential services.

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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 ofEnergy. Our fuel surcharge ranged as follows for the periods ended February 28, 2017 and February 29, 2016:


Low 4.00% 3.80% 3.30% 3.50%High 4.50 4.30 4.50 4.50 Weighted-average 4.10 4.00 3.90 4.10

Effective February 6, 2017, FedEx Ground fuel surcharges are adjusted on a weekly basis compared to the previous monthly adjustment. On January 2, 2017, FedEx Groundimplemented a 4.9% average list price increase and a change to the U.S. domestic dimensional weight divisor. On January 4, 2016, FedEx Ground implemented a 4.9%increase in average list price. In addition, on November 2, 2015, FedEx Ground increased surcharges for shipments that exceed the published maximum weight ordimensional limits and updated certain tables used to determine fuel surcharges.

FedExGroundSegmentOperatingIncome

FedEx Ground segment operating income decreased 8% in the third quarter and 2% in the nine months of 2017 due to higher rent, depreciation and staffing as a result ofnetwork expansion, the unfavorable net impact of fuel and one fewer operating day, partially offset by yield and volume growth. In addition, increased purchasedtransportation rates contributed to the operating income decline in the nine months of 2017.

Purchased transportation expense increased 7% primarily due to higher volumes and higher fuel expense in the third quarter and 9% in the nine months of 2017 due to highervolumes and increased service provider and U.S. Postal Service rates. Salaries and employee benefits expense increased 10% during the third quarter and 15% in the ninemonths of 2017 due to volume growth and additional staffing to support network expansion. Rent and depreciation and amortization expense increased in the third quarter andnine months of 2017 due to network expansion. Other expenses increased 8% in the third quarter and 9% in the nine months of 2017 primarily due to increased property taxesas a result of network expansion.

IndependentContractorModel

FedEx Ground is involved in lawsuits and other proceedings (such as state tax or other administrative challenges) where the classification of its independent contractors is atissue. During the third quarter of 2016, we reached agreements in principle to settle all of the 19 cases on appeal in the multidistrict litigation. These cases involve a contractormodel which FedEx Ground has not operated since 2011. In addition, we are defending contractor-model cases that are not or are no longer part of the multidistrict litigation.These cases are in varying stages of litigation. We will continue to vigorously defend ourselves in these proceedings and continue to believe that FedEx Ground’s owner-operators are properly classified as independent contractors and that FedEx Ground is not an employer of the drivers of the company’s independent contractors. For adescription of these proceedings, see Note 8 of the accompanying unaudited condensed consolidated financial statements.

For additional information on the FedEx Ground Independent Service Provider model, see Part 1, Item 1 of our Annual Report under the caption “Independent ContractorModel” and “Other Outlook Matters” under Consolidated Results of this MD&A.

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FEDEXFREIGHTSEGMENT

FedEx Freight service offerings include priority services when speed is critical and economy services when time can be traded for savings. The following tables comparerevenues, operating expenses, operating expenses as a percent of revenue, operating income (dollars in millions), operating margin and selected statistics for the periods endedFebruary 28, 2017 and February 29, 2016: Three Months Ended Percent Nine Months Ended Percent 2017 2016 Change 2017 2016 Change Revenues $ 1,492 $ 1,447 3 $ 4,747 $ 4,595 3 Operating expenses:

Salaries and employee benefits 733 716 2 2,266 2,168 5 Purchased transportation 230 223 3 739 720 3 Rentals 36 33 9 101 109 (7) Depreciation and amortization 69 65 6 199 185 8 Fuel 99 80 24 282 277 2 Maintenance and repairs 50 48 4 159 154 3 Intercompany charges 120 112 7 370 337 10 Other 114 114 — 367 356 3

Total operating expenses 1,451 1,391 4 4,483 4,306 4 Operating income $ 41 $ 56 (27) $ 264 $ 289 (9) Operating margin 2.7% 3.9% (120) bp 5.6% 6.3% (70) bpAverage daily LTL shipments (in thousands)

Priority 65.6 64.7 1 70.3 66.7 5 Economy 29.0 30.0 (3) 30.9 30.7 1

Total average daily LTL shipments 94.6 94.7 — 101.2 97.4 4 Weight per LTL shipment (lbs)

Priority 1,179 1,189 (1) 1,173 1,189 (1) Economy 1,155 1,152 — 1,121 1,154 (3)

Composite weight per LTL shipment 1,172 1,177 — 1,157 1,178 (2) LTL revenue per shipment

Priority $ 224.63 $ 218.15 3 $ 220.64 $ 220.03 — Economy 272.74 258.35 6 262.72 263.84 —

Composite LTL revenue per shipment $ 239.82 $ 231.61 4 $ 233.64 $ 234.07 — LTL yield (revenue per hundredweight)

Priority $ 19.06 $ 18.35 4 $ 18.81 $ 18.51 2 Economy 23.61 22.42 5 23.44 22.86 3

Composite LTL yield $ 20.47 $ 19.67 4 $ 20.19 $ 19.87 2


Salaries and employee benefits 49.1 % 49.5 % 47.7 % 47.2 %Purchased transportation 15.4 15.4 15.6 15.7 Rentals 2.4 2.3 2.1 2.4 Depreciation and amortization 4.6 4.5 4.2 4.0 Fuel 6.6 5.5 5.9 6.0 Maintenance and repairs 3.4 3.3 3.4 3.4 Intercompany charges 8.1 7.7 7.8 7.3 Other 7.7 7.9 7.7 7.7


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FedExFreightSegmentRevenues

FedEx Freight segment revenues increased 3% in the third quarter due to higher LTL revenue per shipment and higher fuel surcharges. FedEx Freight segment revenuesincreased 3% in the nine months of 2017 primarily due to higher average daily LTL shipments, which were partially offset by lower weight per shipment. LTL revenue pershipment increased 4% in the third quarter due to higher base rates as a result of our ongoing yield management initiatives and higher fuel surcharges and remained flat in thenine months of 2017 primarily due to lower weight per shipment. Average daily LTL shipments were flat in the third quarter due to yield management initiatives and acontinued weak U.S. industrial environment and increased 4% in the nine months of 2017 due to higher demand for our LTL service offerings.

The indexed LTL fuel surcharge is based on the average of the national U.S. on-highway average prices for a gallon of diesel fuel, as published by the Department of Energy.The indexed LTL fuel surcharge ranged as follows for the periods ended February 28, 2017 and February 29, 2016:

Three Months Ended Nine Months Ended 2017 2016 2017 2016 Low 21.00% 18.50% 20.20% 18.50%High 21.60 20.70 21.60 23.10 Weighted-average 21.40 19.50 20.80 21.00

On January 2, 2017, FedEx Freight implemented a 4.9% average increase in certain U.S. and other shipping rates. On January 4, 2016, FedEx Freight implemented zone-based pricing in certain U.S. and other LTL shipping rates. Also, on January 4, 2016, FedEx Freight implemented a 4.9% average increase in certain U.S. and other shippingrates.

FedExFreightSegmentOperatingIncome

FedEx Freight segment operating income decreased 27% in the third quarter as higher operating expenses more than offset base rate increases and 9% in the nine months of2017 as higher operating expenses more than offset volume growth.

Salaries and employee benefits increased 2% in the third quarter driven primarily by merit increases and 5% in the nine months of 2017 due to higher staffing levels tosupport volume growth and merit increases. Intercompany charges increased 7% in the third quarter and 10% in the nine months of 2017 due to higher allocated informationtechnology costs. Rentals decreased 7% in the nine months of 2017 primarily due to a charge related to a facility closure in the prior year and a credit related to the favorablesublease of the facility in the current year.

Fuel expense increased 24% in the third quarter due to higher fuel prices. The net impact of fuel did not have a material effect on operating income in the third quarter. Seethe “Fuel” section of this MD&A for a description and additional discussion of the net impact on our operating results.

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FINANCIAL CONDITION

LIQUIDITY

Cash and cash equivalents totaled $3.2 billion at February 28, 2017, compared to $3.5 billion at May 31, 2016. The following table provides a summary of our cash flows forthe nine-month periods ended February 28, 2017 and February 29, 2016 (in millions):

2017 2016 Operating activities:

Net income $ 1,977 $ 1,890 Noncash charges and credits 2,953 2,457 Gain from sale of investment (35) — Changes in assets and liabilities (2,250) (551)

Cash provided by operating activities 2,645 3,796 Investing activities:

Capital expenditures (3,790) (3,562)Proceeds from asset dispositions and other 123 (17)

Cash used in investing activities (3,667) (3,579)Financing activities:

Principal payments on debt (49) (28)Proceeds from debt issuance 1,190 1,238 Proceeds from stock issuances 265 79 Dividends paid (319) (210)Purchase of treasury stock (358) (2,133)Other 2 (7)

Cash provided by (used in) financing activities 731 (1,061)Effect of exchange rate changes on cash (70) (78)Net decrease in cash and cash equivalents $ (361) $ (922)Cash and cash equivalents at the end of period $ 3,173 $ 2,841

Cash flows from operating activities decreased $1.2 billion in the nine months of 2017 primarily due to higher pension contributions, higher variable compensation payoutsand higher interest payments partially offset by lower income tax payments. Capital expenditures during the nine months of 2017 were higher primarily due to the inclusion ofTNT Express and increased spending at FedEx Ground driven by sort facility expansion. See “Capital Resources” for a discussion of capital expenditures during 2017 and2016. During the quarter, we issued $1.2 billion of senior unsecured debt under our current shelf registration statement. We used the net proceeds for a voluntary incrementalcontribution in January 2017 to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) and for working capital and general corporate purposes. See Note 3 ofthe accompanying unaudited financial statements for further discussion of this debt issuance.

On January 26, 2016, our Board of Directors approved a share repurchase program of up to 25 million shares. During the third quarter of 2017, we repurchased 0.13 millionshares of FedEx common stock at an average price of $187.34 per share for a total of $24 million. During the nine months of 2017, we repurchased 2.2 million shares ofFedEx common stock at an average price of $165.44 per share for a total of $358 million. As of February 28, 2017, 16.8 million shares remained under the share repurchaseauthorization. Shares under the current repurchase program may be repurchased from time to time in the open market or in privately negotiated transactions. The timing andvolume 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 marketconditions. No time limit was set for the completion of the program, and the program may be suspended or discontinued at any time.

CAPITALRESOURCES

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

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The following table compares capital expenditures by asset category and reportable segment for the periods ended February 28, 2017 and February 29, 2016 (in millions): Percent Change 2017/2016

Three Months Ended Nine Months Ended Three Months Nine Months 2017 2016 2017 2016 Ended Ended Aircraft and related equipment $ 284 $ 231 $ 1,319 $ 1,388 23 (5)Package handling and ground supportequipment 295 356 819 842 (17) (3)Vehicles 219 176 737 651 24 13 Information technology investments 134 115 412 289 17 43 Facilities and other 177 122 503 392 45 28

Total capital expenditures $ 1,109 $ 1,000 $ 3,790 $ 3,562 11 6 FedEx Express segment $ 420 $ 345 $ 1,860 $ 1,865 22 — TNT Express segment 59 — 174 — NM NM FedEx Ground segment 387 387 1,127 1,033 — 9 FedEx Freight segment 152 161 360 367 (6) (2)FedEx Services segment 91 107 269 297 (15) (9)

Total capital expenditures $ 1,109 $ 1,000 $ 3,790 $ 3,562 11 6

Capital expenditures during the nine months of 2017 were higher than the prior-year period primarily due to the inclusion of TNT Express and increased spending at FedExGround driven by sort facility expansion. Aircraft and related equipment purchases at FedEx Express during the nine months of 2017 included the delivery of 12 Boeing 767-300 Freighter (“B767F”) aircraft, as well as the modification of certain aircraft before being placed into service.

LIQUIDITYOUTLOOK

We believe that our cash and cash equivalents, cash flow from operations and available financing sources are adequate to meet our liquidity needs, including working capital,capital expenditure requirements and debt payment obligations. Our cash and cash equivalents balance at February 28, 2017 included $812 million of cash in offshorejurisdictions associated with our permanent reinvestment strategy. We do not believe that the indefinite reinvestment of these funds offshore impairs our ability to meet ourdomestic debt or working capital obligations. Although we expect higher capital expenditures in 2017, we anticipate that our cash flow from operations will be sufficient tofund these expenditures. Historically, we have been successful in obtaining unsecured financing, from both domestic and international sources, although the marketplace forsuch investment capital can become restricted depending on a variety of economic factors.

Our capital expenditures are expected to be approximately $5.3 billion in 2017 and include spending for aircraft and aircraft-related equipment at FedEx Express, sort facilityexpansion, primarily at FedEx Ground, and new and replacement vehicles at all our transportation segments. This capital expenditure forecast includes TNT Express. Weinvested $1.3 billion in aircraft and aircraft-related equipment in the nine months of 2017 and expect to invest an additional $318 million for aircraft and aircraft-relatedequipment during the remainder of 2017.

During the quarter, FedEx Express entered into agreements to accelerate the delivery of one B767F to 2017 from 2018 and two Boeing 777 Freighter aircraft to 2018 from2023.

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 ofour unsecured debt securities and common stock.

We have a five-year $1.75 billion revolving credit facility that expires in November 2020. See Note 3 of the accompanying unaudited condensed consolidated financialstatements for a description of the term and significant covenants of our revolving credit facility.

Through the date of this filing, we have made contributions totaling $2.0 billion ($459 million of which were required) to our U.S. Pension Plans. We do not expect to makeany additional contributions to our U.S. Pension Plans during the fourth quarter of 2017. We anticipate our U.S. Pension Plans will make payments in the fourth quarter of2017 aggregating in excess of $1 billion to former employees who elected to receive their benefits early under a voluntary program offered to qualifying participants duringthe third quarter of 2017. This payout will allow us to reduce future liabilities and administrative costs associated with our U.S. Pension Plans. Our U.S. Pension Plans haveample funds to meet expected benefit payments.

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Standard & Poor’s has assigned us a senior unsecured debt credit rating of BBB and commercial paper rating of A-2 and a ratings outlook of “stable.” Moody’s InvestorsService has assigned our unsecured debt credit rating at Baa2 and commercial paper rating of P-2 and a ratings outlook of “stable.” If our credit ratings drop, our interestexpense may increase. If our commercial paper ratings drop below current levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debtcredit rati ngs drop below investment grade, our access to financing may become limited.

CONTRACTUALCASHOBLIGATIONSANDOFF-BALANCESHEETARRANGEMENTS

The following table sets forth a summary of our contractual cash obligations as of February 28, 2017. Certain of these contractual obligations are reflected in our balancesheet, while others are disclosed as future obligations under accounting principles generally accepted in the United States. Except for the current portion of interest on long-term debt, this table does not include amounts already recorded in our balance sheet as current liabilities at February 28, 2017. We have certain contingent liabilities that arenot accrued in our balance sheet in accordance with accounting principles generally accepted in the United States. These contingent liabilities are not included in the tablebelow. We have other long-term liabilities reflected in our balance sheet, including deferred income taxes, qualified and nonqualified pension and postretirement healthcareplan liabilities and other self-insurance accruals. The payment obligations associated with these liabilities are not reflected in the table below due to the absence of scheduledmaturities. Accordingly, this table is not meant to represent a forecast of our total cash expenditures for any of the periods presented.

Payments Due by Fiscal Year (Undiscounted)

(in millions)

2017 (1) 2018 2019 2020 2021 Thereafter Total Operating activities:

Operating leases $ 617 $ 2,390 $ 2,142 $ 1,856 $ 1,644 $ 9,140 $ 17,789 Non-capital purchase obligations and other 177 521 371 266 182 250 1,767 Interest on long-term debt 87 545 542 480 468 9,172 11,294 Quarterly contributions to our U.S. Pension Plans 15 — — — — — 15

Investing activities: Aircraft and aircraft-related capital commitments 219 1,970 1,730 1,926 1,348 4,199 11,392 Other capital purchase obligations 31 13 4 1 1 8 58

Financing activities: Debt 2 3 1,280 929 — 12,647 14,861

Total $ 1,148 $ 5,442 $ 6,069 $ 5,458 $ 3,643 $ 35,416 $ 57,176

(1) Cash obligations for the remainder of 2017.

Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Suchpurchase orders often represent authorizations to purchase rather than binding agreements. See Note 7 of the accompanying unaudited condensed consolidated financialstatements for more information.

Operating Activities

The amounts reflected in the table above for operating leases represent future minimum lease payments under noncancelable operating leases (principally aircraft andfacilities) with an initial or remaining term in excess of one year at February 28, 2017.

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 ($5 million) foruncertain tax positions and amounts for purchase obligations that represent noncancelable agreements to purchase goods or services that are not capital related. Such contractsinclude those for printing and advertising and promotions contracts. We cannot reasonably estimate the timing of the long-term payments or the amount by which the liabilityfor uncertain tax positions will increase or decrease over time; therefore, the long-term portion of the liability for uncertain tax positions ($52 million) is excluded from thetable.

The amounts reflected in the table above for interest on long-term debt represent future interest payments due on our long-term debt.

We had $488 million in deposits and progress payments as of February 28, 2017 on aircraft purchases and other planned aircraft-related transactions.

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Investing Activities

The amounts reflected in the table above for capital purchase obligations represent noncancelable agreements to purchase capital-related equipment. Such contracts includethose for certain purchases of aircraft, aircraft modifications, vehicles, facilities, computers and other equipment.

Financing Activities

The amounts reflected in the table above for long-term debt represent future scheduled principal payments on our long-term debt.

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

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make significant judgmentsand 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 thefinancial statements of a complex, global corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstancesand 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 hasfallen below its carrying value. We do not believe there has been any change of events or circumstances that would indicate that a reevaluation of the goodwill of ourreporting units is required as of February 28, 2017, nor do we believe the goodwill of our reporting units is at risk of failing impairment testing. For additional details ongoodwill impairment testing, refer to Note 1 of 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 discussedthe development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and with our independent registered publicaccounting firm.

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including (but not limited to) those contained in “General,” “Income Taxes,” “Business Acquisition,” “Outlook,” “TNT Express SegmentResults,” “Liquidity,” “Capital Resources,” “Liquidity Outlook,” “Contractual Cash Obligations and Off-Balance Sheet Arrangements” and “Critical Accounting Estimates,”and the “General,” “Financing Arrangements,” “Retirement Plans,” “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 “may,” “could,” “would,”“should,” “will,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. These forward-looking statements involverisks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements because of, among otherthings, 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;

• damage to our reputation or loss of brand equity;

• our ability to successfully integrate the businesses and operations of FedEx Express and TNT Express in the expected time frame;

• our ability to manage our network capacity and cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volumelevels;

• the price and availability of jet and vehicle fuel;

• a significant data breach or other disruption to our technology infrastructure, which can adversely affect our reputation, business or results of operations;

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• the impact of intense competition on our ability to maintain or incre ase our prices (including our fuel surcharges in response to fluctuating fuel prices) or to maintainor grow our market share;

• our ability to effectively operate, integrate, leverage and grow acquired businesses, and to continue to support the value we allocate to these acquired businesses,including their goodwill;

• our ability to maintain good relationships with our employees and prevent attempts by labor organizations to organize groups of our employees, which couldsignificantly increase our operating costs and reduce our operational flexibility;

• the impact of costs related to (i) challenges to the status of FedEx Ground’s owner-operators as independent contractors and direct employers of drivers providingservices on their behalf, and (ii) any related changes to our relationship with these owner-operators and their drivers;

• the impact of the United Kingdom’s vote to leave the European Union;

• any impact on our business from disruptions or modifications in service by, or changes in the business of, the U.S. Postal Service, which is a significant customer andvendor 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, andwhat effects these events will have on our costs or the demand for our services;

• any impacts on our businesses resulting from new domestic or international government laws and regulation, including regulatory actions affecting global aviation orother transportation rights, increased air cargo and other security or safety requirements, and tax, accounting, trade (such as protectionist measures or restrictions onfree trade), labor (such as card-check legislation, joint employment standards or changes to the Railway Labor Act of 1926, as amended, affecting FedEx Expressemployees), environmental (such as global climate change legislation) or postal rules;

• adverse weather conditions or localized natural disasters in key geographic areas, such as earthquakes, volcanoes, and hurricanes, which can disrupt our electricalservice, damage our property, disrupt our operations, increase our fuel costs and adversely affect our shipment levels;

• increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits;

• the increasing costs of compliance with federal, state and foreign governmental agency mandates (including the Foreign Corrupt Practices Act and the U.K. BriberyAct) 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, Brazilian real, Canadian dollar and Mexican peso, which can affectour 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 litigation, such as wage-and-hour, joint employment, and discrimination and retaliationclaims, and any other legal or governmental proceedings;

• our ability to achieve the benefits of any ongoing or future profit improvement initiatives;

• the outcome of future negotiations to reach new collective bargaining agreements — including with the union that represents the pilots of FedEx Express (the currentpilot agreement is scheduled to become amendable in November 2021) and with the unions elected in 2015 to represent drivers at four FedEx Freight facilities;

• the impact of technology developments on our operations and on demand for our services, and our ability to continue to identify and eliminate unnecessaryinformation technology redundancy and complexity throughout the organization;

• governmental underinvestment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion or sub-optimal routing of our vehicles and aircraft;

• widespread outbreak of an illness or any other communicable disease, or any other public health crisis;

• availability of financing on terms acceptable to us and our ability to maintain our current credit ratings, especially given the capital intensity of our operations; 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.

- 53 -

As a result of the se and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a predictionnor a guarantee of future events or circumstances and those future events or circumstances may not o ccur. You should not place undue reliance on the forward-lookingstatements, 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-lookingstatements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of February 28, 2017, there had been no material changes in our market risk sensitive instruments and positions since our disclosures in our Annual Report.

The principal foreign currency exchange rate risks to which we are exposed are in the euro, Chinese yuan, British pound, Brazilian real, Canadian dollar and Mexican peso.Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenues than our expenses, as a significant portion of our expenses aredenominated in U.S. dollars, such as aircraft and fuel expenses. During the nine months of 2017, the U.S. dollar strengthened relative to the currencies of the foreign countriesin which we operate, as compared to May 31, 2016, and this strengthening had a slightly negative impact on our results.

While we have market risk for changes in the price of jet and vehicle fuel, this risk is largely mitigated by our indexed fuel surcharges. For additional discussion of ourindexed fuel surcharges see the “Fuel” section of “Management’s Discussion and Analysis of Results of Operations and Financial Condition.”

Item 4. Controls and Procedures

The management of FedEx, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures inensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reportedwithin the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to FedEx management asappropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that suchdisclosure controls and procedures were effective as of February 28, 2017 (the end of the period covered by this Quarterly Report on Form 10-Q).

On May 25, 2016, we acquired TNT Express. We have begun the TNT Express integration process including the integration of policies, processes, people, technology andoperations, and we will continue to evaluate the impact of any related changes to internal control over financial reporting. During our fiscal quarter ended February 28, 2017,no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financialreporting.

- 54 -

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of all material pending legal proceedings, see Note 8 of the accompanying unaudited condensed consolidated financial statements.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in our Annual Report (under the heading “Risk Factors” in “Management’s Discussion and Analysis ofResults of Operations and Financial Condition”) in response to Part I, Item 1A of Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information on FedEx’s repurchases of our common stock during the third quarter of 2017:

ISSUER PURCHASES OF EQUITY SECURITIES

Period Total Number ofShares Purchased

Average PricePaid per Share

Total Number ofShares Purchased

as Part ofPublicly

AnnouncedProgram

MaximumNumber of

Shares That MayYet Be Purchased

Under theProgram

Dec. 1-31, 2016 — $ — — 16,940,000 Jan. 1-31, 2017 60,000 186.77 60,000 16,880,000 Feb. 1-28, 2017 70,000 187.83 70,000 16,810,000

Total 130,000 $ 187.34 130,000

The repurchases were made under the stock repurchase program approved by our Board of Directors and announced on January 26, 2016 and through which we are authorizedto purchase, in the open market or in privately negotiated transactions, up to an aggregate of 25 million shares of our common stock. As of March 21, 2017, 16.8 millionshares remained authorized for purchase under the January 2016 stock repurchase program, which is the only such program that currently exists. The program does not havean expiration date.

- 55 -

Item 6. Exhibits

ExhibitNumber

Description of Exhibit

4.1 Indenture, dated as of October 23, 2015, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, astrustee. (Filed as Exhibit 4.1 to FedEx Corporation’s Current Report on Form 8-K dated and filed October 23, 2015, and incorporated herein by reference.)

4.2 Supplemental Indenture No. 4, dated as of January 6, 2017, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, NationalAssociation, as trustee. (Filed as Exhibit 4.2 to FedEx Corporation’s Current Report on Form 8-K dated and filed January 6, 2017, and incorporated hereinby reference.)

4.3 Form of 3.300% Note due 2027. (Included in Exhibit 4.2 to FedEx Corporation’s Current Report on Form 8-K dated and filed January 6, 2017, andincorporated herein by reference.)


10.1 Amendment dated December 1, 2016 (but effective as of October 31, 2016) amending the Transportation Agreement dated April 23, 2013 between theUnited States Postal Service and Federal Express Corporation (the “USPS Transportation Agreement”). Confidential treatment has been requested forconfidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

10.2 Amendment dated December 1, 2016 (but effective as of November 28, 2016) amending the USPS Transportation Agreement. Confidential treatment hasbeen requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.






10.8 Amendment dated January 12, 2017 (but effective as of January 2, 2017) amending the USPS Transportation Agreement. Confidential treatment has beenrequested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.9 Amendment dated January 12, 2017 (but effective as of October 31, 2016) amending the USPS Transportation Agreement. Confidential treatment hasbeen requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.10 Amendment dated February 24, 2017 (but effective as of January 30, 2017) amending the USPS Transportation Agreement. Confidential treatment hasbeen requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.11 Amendment dated February 22, 2017 (but effective as of February 27, 2017) amending the USPS Transportation Agreement. Confidential treatment hasbeen requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

- 56 -

ExhibitNumber


10.12 Supplemental Agreement No. 9 dated as of February 16, 2017, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14,2011, between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential commercial andfinancial information, pursuant to Rule 24b-2 under the Exchange Act.

10.13 Supplemental Agreement No. 26 (and related side letter) dated as of February 10, 2017, amending the Boeing 777 Freighter Purchase Agreement dated asof November 7, 2006, between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidentialcommercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.14 Consulting Agreement, dated January 1, 2017, between FedEx Corporation and T. Michael Glenn.

12.1 Computation of Ratio of Earnings to Fixed Charges.

15.1 Letter re: Unaudited Interim Financial Statements.

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1 Interactive Data Files.

- 57 -

SIGNA TURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized. FEDEX CORPORATION Date: March 22, 2017 /s/ JOHN L. MERINO JOHN L. MERINO CORPORATE VICE PRESIDENT AND PRINCIPAL ACCOUNTING OFFICER

- 58 -

EXHIBIT INDEX

ExhibitNumber


4.1 Indenture, dated as of October 23, 2015, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.(Filed as Exhibit 4.1 to FedEx Corporation’s Current Report on Form 8-K dated and filed October 23, 2015, and incorporated herein by reference.)

4.2 Supplemental Indenture No. 4, dated as of January 6, 2017, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, NationalAssociation, as trustee. (Filed as Exhibit 4.2 to FedEx Corporation’s Current Report on Form 8-K dated and filed January 6, 2017, and incorporated hereinby reference.)



10.1 Amendment dated December 1, 2016 (but effective as of October 31, 2016) amending the Transportation Agreement dated April 23, 2013 between theUnited States Postal Service and Federal Express Corporation (the “USPS Transportation Agreement”). Confidential treatment has been requested forconfidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).







10.8 Amendment dated January 12, 2017 (but effective as of January 2, 2017) amending the USPS Transportation Agreement. Confidential treatment has beenrequested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.9 Amendment dated January 12, 2017 (but effective as of October 31, 2016) amending the USPS Transportation Agreement. Confidential treatment has beenrequested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.10 Amendment dated February 24, 2017 (but effective as of January 30, 2017) amending the USPS Transportation Agreement. Confidential treatment has beenrequested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.11 Amendment dated February 22, 2017 (but effective as of February 27, 2017) amending the USPS Transportation Agreement. Confidential treatment hasbeen requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act.

E-1

ExhibitNumber


10.12 Supplemental Agreement No. 9 dated as of February 16, 2017, amending the Boeing 767-3S2 Freighter Purchase Agreement dated as of December 14,2011, between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financialinformation, pursuant to Rule 24b-2 under the Exchange Act.

10.13 Supplemental Agreement No. 26 (and related side letter) dated as of February 10, 2017, amending the Boeing 777 Freighter Purchase Agreement dated as ofNovember 7, 2006, between The Boeing Company and Federal Express Corporation. Confidential treatment has been requested for confidential commercialand financial information, pursuant to Rule 24b-2 under the Exchange Act.

10.14 Consulting Agreement, dated January 1, 2017, between FedEx Corporation and T. Michael Glenn.

12.1 Computation of Ratio of Earnings to Fixed Charges.

15.1 Letter re: Unaudited Interim Financial Statements.

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1 Interactive Data Files.

E-2

Exhibit 10.1

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT1. CONTRACT ID CODE PAGE OF

1 32. AMENDMENT/MODIFICATION NO.079

3. EFFECTIVE DATE10/31/2016

4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

6. ISSUED BY CODE 5ACAAQ 7. ADMINISTERED BY (IF OTHER THAN ITEM 6 ) CODE 5ACAAQALAINA EARLCargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650(202) 268-6580

Cargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State, and Zip Code)

FEDERAL EXPRESS CORPORATION3610 HACKS CROSS ROADMEMPHIS TN 38125-8800

(x) 9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

x 10A. MODIFICATION OF CONTRACT/ORDER NO.ACN-13-FX

10B. DATED (SEE ITEM 13)04/23/2013SUPPLIER CODE: 000389122 FACILITY CODE

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS☐ ☐ is extended, ☐ is not extended.Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning ________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitationand amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATESPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, providedeach telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required.) Net Increase: [*]See Schedule13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(x) A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

☐

☐ B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTHIN ITEM 14.

☐ C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDERNO. IN ITEM 10A.

☒ D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACTORDER NO. IN ITEM 10A.By Mutual Agreement of the Contracting Parties

E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate the following to the ACN-13-FX contract.

1. Changes to Attachment 1 – Postal Service Operating Periods as follows:

Operating Period 38 – NOV 2016 O/P will change

FROM:10/31/16 – 12/4/16 (5 weeks)

TO:10/31/16 – 11/27/16 (4 weeks)Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)Paul J. Herron, Vice President

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)Brian Mckain

15B. CONTRACTOR/OFFEROR/s/ PAUL J. HERRON

15C. DATE SIGNED11-28-2016

16B. CONTRACT AUTHORITY/s/ BRIAN MCKAIN

16C. DATE SIGNED12/1/16

(Signature of person authorized to sign) (Signature of Contracting Officer) * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as

amended.

CONTINUATION SHEETREQUISITION NO. Page Of

2 3

CONTRACT/ORDER NO.ACN-13-FX/079

AWARD/EFFECTIVE DATE10/31/2016

MASTER/AGENCY CONTRACT NO. SOLICITATION NO. SOLICITATION ISSUEDATE

ITEM NO

SCHEDULE OF SUPPLIES / SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Operating Period 39 – DEC 2016 O/P will change FROM:12/5/16 – 1/1/17 (4 weeks) TO:11/28/16 – 1/1/17 (5 weeks) An updated version of Attachment 1 – Postal Service Operating Periods is attached. 2. In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, thefollowing Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 ismodified for performance during the period of October 31, 2016 to November 27, 2016(Operating Period 38) as follows: TIERS: Base – Tier 5From:[*] per cubic foot To:[*] per cubic footThis is an increase of [*]. TIERS: 6 & 7: Tier 6:From:[*] per cubic foot To:[*] per cubic footThis is an increase of [*]. Tier 7:From:[*] per cubic foot To:[*] per cubic footThis is an increase of [*]. [*] Continued…

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, asamended.

CONTINUATION SHEETREQUISITION NO. PAGE OF

3 3




ITEM NO


1

[*] All other contract terms remain in effect. --------------------------------- Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 05/02/2016Discount Terms:

See ScheduleAccounting Info:BFN: 670167FOB: DestinationPeriod of Performance: 09/30/2013 to 09/30/2020 Change Item 1 to read as follows: Day NetworkAccount Number : 53503 This is for estimation purposes only and is not a guarantee of contract value.

[*]


Air Cargo NetworkContract ACN-13-FX

Attachment 1: Postal Service Operating Periods

Attachment 1

Postal Service Operating PeriodsDecember 1, 2016

Operation Period: Monday – Sunday*All Operating Periods begin with the Monday Night Network

Operating Period Begin End Number of

Weeks Month PeakPeriods

1 9/30/2013 11/3/2013 5 OCT 2 11/4/2013 12/1/2013 4 NOV 3 12/2/2013 1/5/2014 5 DEC 2013 PEAK4 1/6/2014 2/2/2014 4 JAN 5 2/3/2014 3/2/2014 4 FEB 6 3/3/2014 3/30/2014 4 MAR 7 3/31/2014 4/27/2014 4 APR 8 4/28/2014 6/1/2014 5 MAY 9 6/2/2014 6/29/2014 4 JUN 10 6/30/2014 7/27/2014 4 JUL 11 7/28/2014 8/31/2014 5 AUG 12 9/1/2014 9/28/2014 4 SEP 13 9/29/2014 10/26/2014 4 OCT 14 10/27/2014 11/30/2014 5 NOV 15 12/1/2014 1/4/2015 5 DEC 2014 PEAK16 1/5/2015 2/1/2015 4 JAN 17 2/2/2015 3/1/2015 4 FEB 18 3/2/2015 3/29/2015 4 MAR 19 3/30/2015 4/26/2015 4 APR 20 4/27/2015 5/31/2015 5 MAY 21 6/1/2015 6/28/2015 4 JUN 22 6/29/2015 8/2/2015 5 JUL 23 8/3/2015 8/30/2015 4 AUG 24 8/31/2015 9/27/2015 4 SEP 25 9/28/2015 11/1/2015 5 OCT 26 11/2/2015 11/29/2015 4 NOV 27 11/30/2015 1/3/2016 5 DEC 2015 PEAK



28 1/4/2016 1/31/2016 4 JAN 29 2/1/2016 2/28/2016 4 FEB 30 2/29/2016 4/3/2016 5 MAR 31 4/4/2016 5/1/2016 4 APR 32 5/2/2016 5/29/2016 4 MAY 33 5/30/2016 6/26/2016 4 JUN 34 6/27/2016 7/31/2016 5 JUL 35 8/1/2016 8/28/2016 4 AUG 36 8/29/2016 10/2/2016 5 SEP 37 10/3/2016 10/30/2016 4 OCT 38 10/31/2016 11/27/2016 4 NOV 39 11/28/2016 1/1/2017 5 DEC 2016 PEAK40 1/2/2017 1/29/2017 4 JAN 41 1/30/2017 2/26/2017 4 FEB 42 2/27/2017 4/2/2017 5 MAR 43 4/3/2017 4/30/2017 4 APR 44 5/1/2017 6/4/2017 5 MAY 45 6/5/2017 7/2/2017 4 JUN 46 7/3/2017 7/30/2017 4 JUL 47 7/31/2017 8/27/2017 4 AUG 48 8/28/2017 10/1/2017 5 SEP 49 10/2/2017 10/29/2017 4 OCT 50 10/30/2017 11/27/2017 4 NOV 51 11/28/2017 12/30/2017 5 DEC 2017 PEAK52 12/31/2017 1/28/2018 4 JAN 53 1/29/2018 2/25/2018 4 FEB 54 2/26/2018 4/1/2018 5 MAR 55 4/2/2018 4/29/2018 4 APR 56 4/30/2018 6/3/2018 5 MAY 57 6/4/2018 7/1/2018 4 JUN 58 7/2/2018 7/29/2018 4 JUL 59 7/30/2018 8/26/2018 4 AUG 60 8/27/2018 9/30/2018 5 SEP 61 10/1/2018 10/28/2018 4 OCT 62 10/29/2018 12/2/2018 5 NOV 63 12/3/2018 1/6/2019 5 DEC 2018 PEAK64 1/7/2019 2/3/2019 4 JAN 65 2/4/2019 3/3/2019 4 FEB 66 3/4/2019 3/31/2019 4 MAR 67 4/1/2019 4/28/2019 4 APR 68 4/29/2019 6/2/2019 5 MAY



69 6/3/2019 6/30/2019 4 JUN 70 7/1/2019 7/28/2019 4 JUL 71 7/29/2019 9/1/2019 5 AUG 72 9/2/2019 9/29/2019 4 SEP 73 9/30/2019 10/27/2019 4 OCT 74 10/28/2019 12/1/2019 5 NOV 75 12/2/2019 1/5/2020 5 DEC 2019 PEAK76 1/6/2020 2/2/2020 4 JAN 77 2/3/2020 3/1/2020 4 FEB 78 3/2/2020 3/29/2020 4 MAR 79 3/30/2020 5/3/2020 5 APR 80 5/4/2020 5/31/2020 4 MAY 81 6/1/2020 6/28/2020 4 JUN 82 6/29/2020 8/2/2020 5 JUL 83 8/3/2020 8/30/2020 4 AUG 84 8/31/2020 9/30/2020 5 SEP

Exhibit 10.2





6. ISSUED BY CODE 5ACAAQ 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE 5ACAAQALAINA EARLCargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650(202) 268-6580


8. NAME AND ADDRESS OF CONTRACTOR ( No., Street, County, State, and Zip Code )



9B. DATED ( SEE ITEM 11 )


10B. DATED ( SEE ITEM 13 )04/23/2013SUPPLIER CODE: 000389122 FACILITY CODE


12. ACCOUNTING AND APPROPRIATION DATA ( If required. ) $0.00See Schedule13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.


☐

☐ B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES ( such as changes in paying office, appropriation date, etc. ) SETFORTH IN ITEM 14.



E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)This modification is applicable to Operating Period 39, FY17 (CY16). 1. FedEx will accept up to a total of [*] cubic feet per day in the form of Ad Hoc Trucks and/or charter flights on the Day Network at the Memphis Hub. FedEx must approve any additional trucks, charters,or rerouting of a scheduled charter flight in advance. All Domestic Charter flights must arrive by 10:00 daily at the Memphis Hub; with the exception of the SFO flight, all parties agree that the SanFrancisco, CA (SFO) flight will depart at 04:30 and arrive in Memphis (MEM) at 10:30. 2. In return for taking ad hoc trucks and domestic charters the Postal Service will grant a waiver of any reductions in payment for delivery and scanning performance for the Operating Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER ( Type or print )Paul J. Herron, Vice President

16A. NAME AND TITLE OF CONTRACTING OFFICER ( Type or print )Brian Mckain






amended.


2 2




ITEM NO


Period 39 (December). 3. For the period of November 28, 2016 through January 3, 2017, MEM will serve as co-terminus for all destinating mail for (LAX, ONT), (SFO, OAK, SMF), and all offshorelocations (ANC, HNL, SJU). 4. FedEx is to supply Unit Load Device (ULD) containers or pallets and nets for charteroperations during the Peak Season 2016, per the attached, “Peak 2016 (FY17) Charter ULDAgreement.” FedEx will have the ULD containers or pallets and nets in place for operationseffective November 26, 2016, through January 4, 2017. Payment for the use of the FedExULD containers will be based on agreed upon terms outlined in the attached “Peak 2016(FY17) Charter ULD Agreement.” Payment will be made through the reconciliationprocess. 5. In order to balance the ULD’s needed each day, and maximize the amount of volumeaccepted, FedEx has planned to fully utilize the inbound and outbound LAX and SFOcharters. The charter flights will be loaded first and then the remaining Postal containerswill be loaded on the scheduled FedEx flights. FedEx will provide the lift required underthe contract for all offshore locations (ANC, HNL, SJU) and all overflow will be tenderedat the Memphis Hub and move via the Postal charters. All other contract terms remain in effect. ---------------------------

Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTPeriod of Performance: 09/30/2013 to 09/30/2020

Peak 2016 (FY1 7) Charter ULD Agreement

Nov Week 4Nov 21 to 27

Dec Week 1Nov 28 to Dec 4

Dec Week 2Dec 5 to 11



Dec Week 5Dec 26 to Jan 1

Jan Week 1Jan 2 to 8

Charters AMJ LD3 AMJ LD3 AMJ LD3 AMJ LD3 AMJ LD3 AMJ LD3 AMJ LD3LAX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SFO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]HNL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SJU [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ANC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]Total ULDs by Week [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Total AMJs for the Period [*]Total LD3s for the Period [*] ULD Charges for PeriodULD Type AMJ LD3 Amount of containers [*] [*] Charge per ULD [*] [*] Total Charges Per ULD type [*] [*] Total Charges [*] Assumptions:

1. [*]2. [*]3. [*]4. HNL operates from Nov. 27th through Dec. 24th. ANC operates from Nov. 30th through Dec. 22nd. SJU operates from Nov. 27th to Dec. 30th. LAX operates from Nov. 29th through Jan. 3rd. SFO

operates from Nov. 29th to Jan. 3rd.5. ULDs are provided the day prior to the start of the first operation and are returned to FedEx the day after the last operation. The day prior and after operations are included in the rental agreement.6. The total amount of ULDs charged is based on the 3 offshore locations, LAX, and SFO at 2 ULD sets per operational leg and length of operational periods as outlined above.7. The amounts charged per container type are AMJ - [* ] and LD3s - [*] based on current IATA rates.8. The LAX and SFO 747 charters in weeks 3 and 4 may have different combinations of ULDs based on availability at the time of operation: Uppers: AMJ, AAD, pallet, or a combination. Bellies: LD3,

pallet, or a combination. The uppers ULD charge is [*] and the bellies ULD charge is [*] per position for whatever combination of ULDs available for weeks 3 and 4.9. No contingency dates were provided, but additional charges are due for dates prior to or after the schedule dates listed in item 4 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as

amended.

Exhibit 10.3





6. ISSUED BY CODE 5ACAAQ 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE 5ACAAQALAINA EARLCargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650(202) 268-6580









12. ACCOUNTING AND APPROPRIATION DATA ( If required. ) Net Increase: [*]See Schedule

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14 .


☐




E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate Operating Period 37 (October) Scheduled and Ad Hoc Charters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment), related to the Day Network only, will be eliminated. This relief does not apply to the Night Network. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate tie pricing and will be processed normally. Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.








amended.


2 2




ITEM NO


7

9

FedEx will notify the Postal Service if the tender requirement is different than what iscurrently in the contract. Delivery does not change. Payments for said charters will be paidas part of the Operating Period reconciliation. ------------------------Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:

See ScheduleAccounting Info:BFN: 670167FOB: DestinationPeriod of Performance: 09/30/2013 to 09/30/2020 Change Item 7 to read as follows: Scheduled Charter OptionAccount Number: 53703 This value is for estimation purposes only. Change Item 9 to read as follows: Ad Hoc Charter OptionAccount Number: 53703 This value is for estimation purposes only.

[*]

[*]


Charters for the October 2016 Operating Period Scheduled: Monthly Number Total Monthly Total MonthlyLocation A/C Type of Charters Cubic Feet Cubic Feet Cost CostEWR A-300 [*] [*] [*] [*] [*]LAX 757 [*] [*] [*] [*] [*]LAX MD-11 [*] [*] [*] [*] [*]LAX A-300 [*] [*] [*] [*] [*]LAX MD-10 [*] [*] [*] [*] [*]MIA A-300 [*] [*] [*] [*] [*]

[*] [*] [*]

Ad Hoc Charters: Monthly Number Total Monthly Total MonthlyLocation A/C Type of Charters Cubic Feet Cubic Feet Cost CostIAD A-310 [*] [*] [*] [*] [*]LAX 757 [*] [*] [*] [*] [*]LAX 757 [*] [*] [*] [*] [*]LAX 757 [*] [*] [*] [*] [*]OAK 757 [*] [*] [*] [*] [*]OAK A-310 [*] [*] [*] [*] [*]OAK MD-11 [*] [*] [*] [*] [*]ONT 757 [*] [*] [*] [*] [*]PHL A-300 [*] [*] [*] [*] [*]PIT 757 [*] [*] [*] [*] [*]SEA A-300 [*] [*] [*] [*] [*]SMF MD-11 [*] [*] [*] [*] [*] [*] [*] [*]

TOTAL VALUE = [*]


Exhibit 10.4





6. ISSUED BY CODE 5ACAAQ 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE 5ACAAQDALE D. PARSANCargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650(202) 268-2223










13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.


☐




E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to:-Update the buyer to Dale Parsan; and-Incorporate Operating Period 28 (January) Scheduled and Ad Hoc Charters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment) will be eliminated for Operating Period 28 in which these “Charters” operate. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.








amended.


2 2




ITEM NO


7

9

tier pricing and will be processed normally. FedEx will notify the Postal Service if the tender requirement is different than what iscurrently in the contract. Delivery does not change. Payments for said charters will be paidas part of the Operating Period reconciliation. --------------------------------Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:

See ScheduleAccounting Info:BFN: 670167FOB: DestinationPeriod of Performance: 09/30/2013 to 09/30/2020 Change Item 7 to read as follows: Scheduled Charter OptionAccount Number: 53703 This value is for estimation purposes only. Change Item 9 to read as follows: Ad Hoc Charter OptionAccount Number: 53703 This value is for estimation purposes only.

[*]

[*]


FedEx Scheduled Charters--January Operating Period Weeks 1 (Jan 04-Jan10 )

Location Days operated Cubic FeetRequested TUE WED THU FRI SAT SUN

WEEKLYTOTAL A/C TYPE RATE

WEEKLYRATE

EWR TUE, WED,THU, SAT, SUN, [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*]RSW-TPA TUE, SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]LAX SUN-MD-10 [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*]LAX SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]PHL THU, SAT,SUN A300 [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]IAD-PHL SAT- A300 [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]SLC TUE,THU,SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]PHX SUN [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]Total Cube Approved [*] [*] [*] [*] [*] [*] [*] # Charters [*] [*] [*] [*] [*] [*] [*]

FedEx Scheduled Charters--January Operating Period Weeks,2 (Jan 11-Jan17 )



WEEKLYRATE

EWR TUE, WED,THU, SAT, SUN [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*]RSW-TPA TUE, SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]LAX SUN-MD-10 [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*]LAX SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]PHL THU, SAT,SUN A300 [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]IAD-PHL SAT- A300 [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]SLC TUE,THU,SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]PHX SUN [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]Total Cube Approved [*] [*] [*] [*] [*] [*] [*] # Charters [*] [*] [*] [*] [*] [*] [*]

FedEx Scheduled Charters--January Operating Period Week 3 (Jan 18-Jan 24 ) MLK Holiday week


EWR WED [*] [*] [*] [*] [*] [*] [*] [*] MD-11 [*] [*]EWR WED,THU, SAT,SUN [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*]TPA WED,SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]LAX WED [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]LAX SAT,SUN-MD-10 [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*]PHL THU,SAT,SUN [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]IAD-PHL SAT [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]PHX SUN [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]SLC WED,THU,SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]PHL WED [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]Total Cube Approved [*] [*] [*] [*] [*] [*] [*] # Charters [*] [*] [*] [*] [*] [*] [*] [*]Total Cube MTD [*]

FedEx Scheduled Charters--January Operating Period Weeks 4 ( Jan 25 - Jan 31 )



WEEKLYRATE

EWR TUE, WED,THU,SAT, [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*]RSW-TPA TUE, SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]LAX SUN-MD-10 [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*]LAX SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]PHL THU, SAT,SUN A300 [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]IAD-PHL SAT- A300 [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]SLC TUE,THU,SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]PHX SUN [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]Total Cube Approved [*] [*] [*] [*] [*] [*] [*] # Charters [*] [*] [*] [*] [*] [*] [*] MTD Charters [*] [*] [*] [*] [*] [*] [*] MTD Revenue [*]MTD Cube [*] [*] [*] [*] [*] [*] [*]

Orange Adhoc ChartersBlue Cube provided different than requestedGreen Cube provided matches requestPurple PHL Cancelled for [*] and [*]


Exhibit 10.5













11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS☐ ☐ is extended, ☐ is not extended.Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning_____ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation andamendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATESPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, providedeach telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.




☐




E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate Operating Period 31 (April) ScheduledCharters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment) will be eliminated for OperatingPeriod 31 in which these “Charters” operate. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriatetier pricing and will be processed normally. Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.








amended.


2 2




ITEM NO


FedEx will notify the Postal Service if the tender requirement is different than what iscurrently in the contract. Delivery does not change. Payments for said charters will be paidas part of the Operating Period reconciliation. ------------------------------------Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:

See ScheduleAccounting Info:BFN: 670167FOB: DestinationPeriod of Performance: 09/30/2013 to 09/30/2020 Change Item 7 to read as follows:

7

Scheduled Charter OptionAccount Number: 53703 This value is for estimation purposes only.

[*]


FedEx Scheduled Charters--April Operating Period (Apr 04 - May 01) WEEKLY TOTAL A/C TYPE RATE WEEKLY RATE MTD RATE


EWR TUE, THU SAT [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*]TPA TUE, SUN [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]PHL TUE (IAD-PHL) [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]PHL TUE [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*]Total [*] [*] [*] [*] [*] [*] [*] [*] [*]

Charters [*] [*] [*] [*] [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as

amended.

Exhibit 10.6














12. ACCOUNTING AND APPROPRIATION DATA ( If required. ) Net Increase: [*]See Schedule13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.


☐




E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to apply the current non-peak season pricing structure to Operating Period 39 “Peak Season” of Calendar Year (CY) 2016 and Fiscal Year (FY) 2017. As contained in Attachment 10, Non-Peak pricing will apply November 28, 2016 through January 1, 2017. Total Estimated Value of CY16 / FY17 Peak Season Price Change [*].

------------------------------------------Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various Payment

Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.








amended.


2 2




ITEM NO


1

Terms: SEE CONTRACTDelivery: 11/28/2016Discount Terms:

See ScheduleAccounting Info:BFN: 670167FOB: DestinationPeriod of Performance: 09/30/2013 to 09/30/2020 Change Item 1 to read as follows: Day Network Account Number: 53503 This is for estimation purposes only and is not a guarantee of contract value.

[*]


Exhibit 10.7















(x) A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.Monthly Fuel Adjustment

☒



☐ D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACTORDER NO. IN ITEM 10A.

E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during theperiod of November 28, 2016 to January 1, 2017 (Operating Period 39) as follows: TIERS: Base - Tier 5From:[*] per cubic foot To:[*] per cubic foot Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.








amended.

CONTINUATION SHEETREQUISITION NO. PAGE OF 2 2




ITEM NO


This is an increase of [*] . TIERS: 6 & 7: Tier 6:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . Tier 7:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . [*] ------------------------------------Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 11/28/2016Discount Terms:


1 Day NetworkAccount Number: 53503

This is for estimation purposes only and is not a guarantee of contract value.

[*]


Exhibit 10.8














12. ACCOUNTING AND APPROPRIATION DATA ( If required. ) Net Decrease: [*]See Schedule13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.


☒




E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during theperiod of January 2, 2017 to January 29, 2017 (Operating Period 40) as follows: TIERS: Base - Tier 5From:[*] per cubic foot To:[*] per cubic footContinued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.




15C. DATE SIGNED




amended.


2 2




ITEM NO


This is a decrease of [*] . TIERS: 6 & 7:Tier 6:From:[*] per cubic footTo:[*] per cubic footThis is a decrease of [*] . Tier 7:From:[*] per cubic footTo:[*] per cubic footThis is a decrease of [*] . [*] —Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 11/28/2016Discount Terms:


1 Day NetworkAccount Number: 53503 This is for estimation purposes only and is not a guarantee of contract value.

[*]


Exhibit 10.9

















☐




E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)The purpose of this modification is to incorporate Operating Period 38 (November) Scheduledand Ad Hoc Charters into the ACN-13-FX contract, with the following conditions: A) Once the Charters are scheduled they cannot be canceled. B) All Service and Scan penalties (reductions in payment), related to the Day Network only,will be eliminated. This relief does not apply to the Night Network. C) Volume will be inducted into the network at the Memphis Hub and will incur appropriatetie pricing and will be processed normally. Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.








amended.

CONTINUATION SHEETREQUISITION NO. PAGE OF 2 2




ITEM NO


FedEx will notify the Postal Service if the tender requirement is different than what iscurrently in the contract. Delivery does not change. Payments for said charters will be paid as part of the Operating Period reconciliation. ----------------------------------Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 08/29/2016Discount Terms:


7

Scheduled Charter OptionAccount Number: 53703

This value is for estimation purposes only.

Change Item 9 to read as follows:

[*]

9 Ad Hoc Charter OptionAccount Number: 53703

This value is for estimation purposes only.

[*]


November2016OperatingPeriodCharterRequest

Week 1 (11/1/16 - 11/6/16)

Origin

Requested

Tue (11/1)

Wed (11/2)

Thu (11/3)

Fri (11/4)

Sat (11/5)

Sun (11/6)

Total Cubic Ft

A/C Type

Rate Scheduled

Charters Adhoc

Charters Total

ChartersPHX [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] SLC [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]

Weekly Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 2 (11/8/16 -11/13/16)

Origin Tue (11/8) Wed (11/9) Thu (11/10) Fri (11/11) Sat (11/12) Sun (11/13) PHX [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] SLC [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] PHL [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] SLC [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] DTW [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] SLC [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] PHX [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] OAK [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] MIA [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*]

Weekly Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Week 3 (11/15/16 - 11/20/16)

Origin Tue (11/15) Wed (11/16) Thu (11/17) Fri (11/18) Sat (11/19) Sun (11/20) PHX [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] SLC [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] PIT [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] EWR [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] SEA [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] TPA [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] IAD [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*]

Weekly Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Week 4 (11/22/16 -11/27/16)

Origin Tue (11/22) Wed (11/23) Thu (11/24) Fri (11/25) Sat (11/26) Sun (11/27) PHX [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] SLC [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] MD-11 [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] TPA [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] OAK [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] GEG [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]

PHL via EWR [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] OAK [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] MIA [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] TPA [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*]

Weekly Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Monthly Total [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

November Charters 11-29-16 bmm+FedEx

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the SecuritiesExchange Act of 1934, as amended.

Exhibit 10.10
















☒




E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during theperiod of January 30, 2017 to February 26, 2017 (Operating Period 41) as follows: TIERS: Base - Tier 5From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . Continued…Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.








amended.


2 2




ITEM NO


TIERS: 6 & 7:Tier 6:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . Tier 7:From:[*] per cubic footTo:[*] per cubic footThis is an increase of [*] . [*] —Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 11/28/2016Discount Terms:


1

Day NetworkAccount Number: 53503 This is for estimation purposes only and is not a guarantee of contract value.

[*]


Exhibit 10.11

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE PAGE OF

1

3

2. AMENDMENT/MODIFICATION NO.089

3. EFFECTIVE DATE 02/27/2017


6. ISSUED BY CODE 5ACAAQ 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE 5ACAAQ DALE D. PARSANCargo Air AcquisitionsAir Transportation CMCUnited States Postal Service475 L’Enfant Plaza SW, Room 1P650Washington DC 20260-0650(202) 268-2223


8. NAME AND ADDRESS OF CONTRACTOR ( No., Street, County, State, and Zip Code ) (x) 9A. AMENDMENT OF SOLICITATION NO. FEDERAL EXPRESS CORPORATION

3610 HACKS CROSS ROADMEMPHIS TN 38125-8800


x

10A. MODIFICATION OF CONTRACT/ORDER NO.ACN-13-FX

10B. DATED ( SEE ITEM 13 )SUPPLIER CODE: 000389122 FACILITY CODE 04/23/2013

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS ☐ ☐ is extended, ☐ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitationand amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATESPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, providedeach telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA ( If required .)See Schedule

Net Increase: [*]


(x) A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM10A.

☐

☐

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES ( such as changes in paying office, appropriation date, etc. )SET FORTH IN ITEM 14.

☐

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACTORDER NO. IN ITEM 10A.

☒

D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THECONTRACT ORDER NO. IN ITEM 10A.By Mutual Agreement of the Contracting Parties

E. IMPORTANT : Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)Except as modified herein, all terms and conditions of the Contract remain in force and are unchanged. Effective February 27, 2017 (“Effective Date of Changes”), and unless otherwise agreed to by theparties in writing, these terms will apply to the performance of the parties’ obligations under the Contract. 1. Pursuant to Lines 3402 to 3404, the original Contract Term was for a Base Period of Performance of October 1, 2013 through September 30, 2020, with two 5-year renewal periods. By mutualagreement of the parties, the initial renewal period is hereby exercised in part, and the Contract’s Period of Performance is extended through September 29, 2024. 2. The attached updated ACN-13-FX Statement of Work and Terms and Conditions are herebyContinued…

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER ( Type or print )

Paul J. Herron, Vice President 16A. NAME AND TITLE OF CONTRACTING OFFICER ( Type or print )

Brian Mckain15B. CONTRACTOR/OFFEROR

/s/ PAUL J. HERRON( Signature of person authorized to sign )

15C. DATE SIGNED

2-22-2017

16B. CONTRACT AUTHORITY

/s/ BRIAN MCKAIN( Signature of Contracting Officer )

16C. DATE SIGNED

2/22/17

USPS Internal San Mateo Accounts Payable Use Only* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, asamended.

CONTINUATION SHEET REQUISITION NO.

PAGE

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3

CONTRACT/ORDER NO. ACN-13-FX/089

AWARD/EFFECTIVE DATE

02/27/2017

MASTER/AGENCY CONTRACT NO.

SOLICITATION NO.

SOLICITATION ISSUE DATE

ITEM NO

SCHEDULE OF SUPPLIES / SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

incorporated into the Contract. 3. Attachment 1, Postal Service Operating Periods is replaced in its entirety with the revisedAttachment 1, Aviation Supplier Operating Periods. 4. Attachment 10, Pricing to the Contract is replaced in its entirety with the revisedAttachment 10, Pricing. The revised Attachment 10, Pricing’s Day Network Fuel LinehaulRate component is inclusive of all adjustments required pursuant to the “Fuel Adjustment”section of the Contract, and becomes effective for performance during the period ofFebruary 27, 2017 to April 2, 2017 (Operating Period 42). [*] 5. Attachment 18, Volume Acceptance Worksheet to the Contract is replaced in its entiretywith the revised Attachment 18, Volume Acceptance Worksheet. 6. Attachment 21, Offshore Capacity Options is hereby incorporated in its entirety. 7. Attachment 22, Flexibility Option is hereby incorporated in its entirety. The obligations in this Modification are in addition to the obligations in the Contract. Ifconflict occurs between this contract modification and the Contract, this contractmodification shall take precedence. Terms capitalized but not otherwise defined herein shallhave the meaning given to them in the Contract. -Sub Rept Req’d: Y Carrier Code: FX Route TerminiS: Various Route Termini End: Various PaymentTerms: SEE CONTRACTDelivery: 11/28/2016Discount Terms:

See ScheduleAccounting Info:Continued…


CONTINUATION SHEET REQUISITION NO.

PAGE

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AWARD/EFFECTIVE DATE

02/27/2017

MASTER/AGENCY CONTRACT NO.

SOLICITATION NO.

SOLICITATION ISSUE DATE

ITEM NO

SCHEDULE OF SUPPLIES / SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

BFN: 670167FOB: DestinationPeriod of Performance: 09/30/2013 to 09/29/2024 Change Item 1 to read as follows:

1 Day Network [*]

Account Number: 53503

This is for estimation purposes only and is not a guarantee of contract value.


United States Postal Service

AIR CARGO NETWORK

Contract ACN-13-FX

Awarded By:

Air Transportation CMCTransportation PortfolioSupply Management

475 L’Enfant Plaza SWRoom 1P 650

Washington, DC 20260-0650

April 23, 2013

Modification 1 Issued May 28, 2013Modification 2 Issued June 24, 2013

Modification 3 Issued September 24, 2013Modification 7 Issued October 22, 2013Modification 11 Issued January 6, 2014

Modification 12 February 3, 2014Modification 13 March 3, 2014Modification 14 March 31, 2014Modification 15 April 28, 2014Modification 16 May 27, 2014Modification 17, May 11, 2014Modification 18, June 18, 2014Modification 19, June 27, 2014Modification 21, June 27, 2014Modification 22, June 30, 2014


Table of Contents

Modification 23, July 28, 2014Modification 24, September 1, 2014Modification 25, September 29, 2014Modification 26, September 29, 2014Modification 28, October 27, 2014Modification 30, January 5, 2015Modification 31, January 13, 2015Modification 32, March 2, 2015Modification 33, April 27, 2015Modification 36, June 1, 2015

Modification 38, March 30, 2015Modification 41, April 27, 2015Modification 42, June 1, 2015Modification 43, June 29, 2015Modification 45, August 2, 2015Modification 46, August 31, 2015

Modification 48, September 28, 2015Modification 49, November 3, 2015Modification 50, November 30, 2015Modification 52, January 3, 2016Modification 53, January 4, 2016Modification 54, February 1, 2016Modification 55, February 29, 2016Modification 56, April 4, 2016Modification 57, May 2, 2016Modification 58, May 2, 2016Modification 59, May 30, 2016Modification 60, May 27, 2016Modification 61, June 2, 2016Modification 62, June 8, 2016Modification 63, June 23, 2016Modification 65, July 19, 2016Modification 66, July 19, 2016

Modification 67, August 1, 2016 (Fuel)Modification 69, August 23, 2016, replaces Mod 66

Modification 70, August 29, 2016Modification 78, October 31, 2016

Modification 79, October 31, 2016 (Fuel)Modification 85, November 28, 2016 (Fuel)

Modification 89, February 22, 2017


Table of Contents

Table of Contents Part1:StatementofWork 6

Purpose and Scope 6 Scale 6 Services Provided 6 Service Points 7 Management Plan 7 Frequency 8 Mail Assignment and Transport - Day Network 8 Mail Assignment and Transport - Night Network 8 Local Agreements 8 Postal Service Performs Terminal Handling Service (THS) Operation - Day Network 8 Aviation Supplier Planned Accommodation - Day Network 9 Aviation Supplier Planned Accommodation - Night Network 10 Delivery - Day Network 10 Delivery - Night Network 10 Saturday Delivery - Day Network 10 Specific Delivery Instructions 10 Boarding Priority - Day Network 10 Boarding Priority - Night Network 11 Repossession of Mail by the Postal Service 11 Treatment of Exceptional Types of Mail 11 Perishable Mail and Live Mail 13 Registered Mail 13 Offshore Capacity Requirement - Day Network 13 Volume Commitment - General Information 14 Volume Commitment - Contract Volume Minimum - Day Network 14 Operating Period Volume Minimum - Day Network 14 Operating Period Volume Minimum - Night Network 14 Volume Commitment - Holiday - Day Network 15 Volume Commitment - Holiday - Night Network 15 Operating Periods 16 Ordering Process - Non-Peak - Day Network 16 Ordering Process - Non-Peak - Night Network 18 Ordering Process - Peak - Day Network 18 Ordering Process - Peak - Night Network 19 Electronic Data Interchange (EDI) 19 Operational Condition Reports 20 Dimensional Weight Reports 21 Scanning and Data Transmission 21 Performance Requirements and Measurement 22 Reduction of Payment 23 Performance Management 24 Sustainability 24 Security 25 Postal Service Employees Allowed Access 25


Table of Contents

Personnel Screening 25 Payment Procedures 29 Rates and Payment General 29 Payment Processing - Day Network - Per Cube 30 Payment Processing - Night Network - Per Pound 33 Reconciliation Process 33

Part3:ContractClauses 35 Clause B-1: Definitions (March 2006) (Tailored) 35 Clause B-3: Contract Type (March 2006) (Tailored) 38 Clause B-9: Claims and Disputes (March 2006) (Tailored) 38 Clause B-10: Pricing of Adjustments (March 2006) (Tailored) 39 Clause B-15: Notice of Delay (March 2006) (Tailored) 40 Clause B-22: Interest (March 2006) (Tailored) 40 Clause B-25: Advertising of Contract Awards (March 2006) 40 Clause B-30: Permits and Responsibilities (March 2006) (Tailored) 40 Clause B-39: Indemnification (March 2006) (Tailored) 40 Clause B-45: Other Contracts (March 2006) (Tailored) 40 Clause B-65: Adjustments to Compensation (March 2006) (Tailored) 41 Clause B-69: Events of Default (March 2006) (Tailored) 42 Clause B-75: Accountability of the Aviation Supplier (Non-Highway) (March 2006) (Tailored) 42 Clause B-77: Protection of the Mail (Non-Highway) (March 2006) (Tailored) 43 Clause B-80: Laws and Regulations Applicable (March 2006) (Tailored) 44 Clause B-81: Information or Access by Third Parties (March 2006) (Tailored) 44 Clause B-82: Access by Officials (March 2006) (Tailored) 44 Clause 1-1: Privacy Protection (July 2007) 45 Clause 1-5: Gratuities or Gifts (March 2006) 46 Clause 1-6: Contingent Fees (March 2006) 46 Clause 1-11: Prohibition Against Contracting with Former Officers or PCES Executives (March 2006) (Tailored) 47 Clause 1-12: Use of Former Postal Service Employees (March 2006) (Tailored) 47 Clause 2-11: Postal Service Property - Fixed-Price (March 2006) (Tailored) 47 Clause 2-22: Value Engineering Incentive (March 2006) 49 Clause 3-1: Small, Minority, and Woman-owned Business Subcontracting Requirements (March 2006) 52 Clause 3-2: Participation of Small, Minority, and Woman-owned Businesses (March 2006) 53 Clause 4-1: General Terms and Conditions (July 2007) (Tailored) 53 Clause 4-2: Contract Terms and Conditions Required to Implement Policies, Statutes, or Executive Orders (July 2009) (Tailored) 57 Clause 4-7: Records Ownership (March 2006) 58 Clause 6-1: Contracting Officer’s Representative (March 2006) 58 Clause 9-1: Convict Labor (March 2006) 59 Clause 9-2: Contract Work Hours and Safety Standards Act - Overtime Compensation (March 2006) 59 Clause 9-7: Equal Opportunity (March 2006) (Tailored) 59 Clause 9-9: Equal Opportunity Preaward Compliance of Subcontracts (March 2006) (Tailored) 60 Clause 9-10: Service Contract Act (March 2006) 60 Clause 9-12: Fair Labor Standards Act and Service Contract Act - Price Adjustment (February 2010) 68 Clause 9-13: Affirmative Action for Workers with Disabilities (March 2006) (Tailored) 69 Clause 9-14:

Equal Opportunity for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans, and Armed Forces Service Medal Veterans

(February 2010) (Tailored) 70 Contract Term 72


Table of Contents

Renewal Process 72 Amendments or Modifications 72 Assignment 72 Bankruptcy 73 Confidentiality 73 Entire Agreement 74 Force Majeure 74 Frequency Adjustment 75 Notices 75 Severability 76 Third Party Governmental Delays 76 Waiver of Breach 76

Part4-ListofAttachmentsandForms 77Attachment 1 Aviation Supplier Operating Periods, dated February 8, 2017 77 Attachment 2 Air Stops & Projected Volumes, dated January 8, 2013 77 Attachment 3 Operating Plan, Day Network, dated October 31, 2016 77 Attachment 4 Operating Plan, Night Network, dated October 31, 2016 77 Attachment 5 Reserved 77 Attachment 6 Postal Furnished Property, April 16, 2013 77 Attachment 7 Electronic Data Interchange Service Requirements, dated September 1, 2012 77 Attachment 8 Investigative / Security Protocol and Guidelines, dated July 2012 77 Attachment 9 Wage Determination, dated October 31, 2012 77 Attachment 10 Pricing, dated February 22, 2017 77 Attachment 11 Perishable Mail and Lives, April 22, 2013 77 Attachment 12 Reserved 77 Attachment 13 Service Contract Act Wage Determinations, dated October 31, 2016 77 Attachment 14 Contract Density, dated August 23, 2016 77 Attachment 15 Average Weight Process, dated August 23, 2016 77 Attachment 16 Re-labeling Process, dated June 27, 2014 77 Attachment 17 Handling Unit Types, dated June 27, 2014 77 Attachment 18 Volume Acceptance Worksheet, dated February 22, 2017 77 Attachment 19 First Class Mail, Required Delivery Times, dated January 4, 2016 77 Attachment 20 ULD Damage Cost Matrix, dated August 23, 2016 77 Attachment 21 Offshore Capacity Options, dated February 22, 2017 77 Attachment 22 [*], dated February 22, 2017 77 Forms: 77 DOT Form F 5800.1 Hazardous Materials Incident Report 77 I-9 Form Employment Eligibility Verification 77 PS Form 2025 Contract Personnel Questionnaire 77 PS Form 8203 Order / Solicitation / Offer / Award 77 US Treasury Form 941 Quarterly Federal Tax Return 77

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the

Securities Exchange Act of 1934, as amended.


Part 1: Statement of Work

1 Part 1: Statement of Work 2 3 4 PurposeandScope 5 The United States Postal Service is seeking to purchase air transportation and ancillary services for 6 mail to and from destinations within the contiguous forty-eight (48) states as well as non-contiguous 7 areas to include Alaska, Hawaii, and Puerto Rico. This statement of work (SOW) provides for the 8 transportation of mail on any flight in the aviation supplier’s air transportation network. It also provides 9 for services associated with the transportation of mail by the aviation supplier. The air carrier’s10 network or transportation system may include its own flights, flights of its approved subcontractors,11 flights that may be dedicated to Postal operations, and Road Feeder Service.12 13 14 Scale15 The volume of mail (expressed in pounds and cubic feet) transported as contracted under this air16 cargo network contract may increase or decrease significantly over the term of the contract consistent17 with the needs of the Postal Service.18 19 20 ServicesProvided21 The aviation supplier shall provide sufficient resources to efficiently and effectively take possession,22 sort (if necessary), transport, scan, load, and deliver all mail to the designated destination Service23 Points specified by the Postal Service in Attachment 2: Air Stops & Projected Volumes, Attachment 3:24 Operating Plan, Day Network , and Attachment 4: Operating Plan, Night Network .25 26 The aviation supplier will present scan data for these events electronically to the Postal Service. See27 Attachment 7: Electronic Data Interchange Service Requirements.28 29 [*]30 31 32 33 34 35 The aviation supplier will be expected to (this list is not all inclusive):36 a. Coordinate and oversee its own operations; supervise and protect its own employees.37 b. Ensure that the necessary facility support and administrative functions are performed.38 c. Monitor performance.39 d. Provide feedback to the Postal Service.40 e. Ensure the integrity of data entry.41 f. Coordinate the exchange of information.42 g. Provide notification of changes or anticipated changes in services provided (including43 subcontractors) to the Postal Service.44 h. Scan material Handling Units.45 i. Assist in unloading or loading Unit Load Devices (ULDs) to or from surface transportation.46 j. Provide the correct type and quantity of equipment necessary to support the service47 requirements of this contract.48 k. Process mail for dispatch from the aviation supplier’s facility to the Postal Service facility.49 l. Close-out, receive, and dispatch all surface vehicles.50 m. Handle overflow volumes per Postal Service general directions.51 n. Cooperate with all aviation suppliers in the transportation service chain.52 o. Enter data timely and accurately.53 p. Prepare required reports.54 q. Perform verification of security seals on surface transportation.55 r. Ensure the security of all mail. 56



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57 58 ServicePoints59 Service Points are the locations where tender and / or delivery takes place. The locations and tender60 and delivery specifications are listed in Attachment 3: Operating Plan, Day Network, and Attachment61 4: Operating Plan, Night Network.62 63 The Day Network will service approximately eighty (80) origin and destination Service Points.64 65 The Night Network will service approximately one hundred forty-five (145) origin and destination66 Service Points67 68 69 ManagementPlan70 The aviation supplier shall develop and maintain a current Management Plan for dealing with normal71 daily operations as well as unscheduled and unexpected events affecting the expeditious operation of72 the facility, including aviation and surface service failure and delays. The Management Plan must also73 address the key personnel involved on a day to day basis.74 75 Updates to this plan shall be submitted to the Contracting Officer within ten (10) days of any changes76 to the plan. The aviation supplier shall review and verify, at least annually, that its management plan77 is current.78 79 The aviation supplier must train its employees to a level of familiarity that ensures a contingency plan80 can be exercised without delay. The following items must be addressed by the Management Plan; the81 list is not all inclusive.82 83 a. Late arriving aircraft and trucks84 • Ability to conduct two operations – Originating and Destinating85 86 b. Early arriving aircraft and trucks87 c. Mail arriving out of normal sequence88 d. Trucks not on-site for dispatch89 e. Inclement weather during operations90 • Snow issues91 • Ice storms92 • Airport closures93 94 f. Protection of the mail during inclement weather95 g. Labor actions96 h. Inadequate staffing97 i. An inability to complete all loading in time to meet tender98 j. Overflow mail99 k. Damaged and / or non air worthy containers100 l. Damaged surface containers101 m. Damaged or non-labeled mail102 n. Plan and schedule changes103 o. Loose load mail104 p. Hazardous Material (HAZMAT)-acceptable and non-acceptable pieces105 q. Handling and staging of live animals106 r. Running out of supplies such as placards, bypass tape, etc.107 s. Power losses – Describe in detail all steps to be taken in the event of power loss to108 include specific actions for back up power at the Terminal Handling Service (THS) location109 such as generators and other systems.110 t. Natural disasters111 u. Equipment breakdowns112 v. Airport closings113 w. Air Traffic Control (ATC) impact mitigation plan

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Part 1: Statement of Work 114 115 116 Frequency117 The initial frequency of service for the Day Network (Priority Mail / First Class network) is based on six118 (6) days of Postal Service delivery and shall be Tuesday through Sunday (X1). 1 This will provide for119 approximately 307 (308 in a leap year) operating days annually. This excludes the widely observed120 holidays as listed in the sections titled, Volume Commitment – Holiday – Day Network and Volume121 Commitment – Holiday – Night Network.122 123 The initial frequency of service for the Night Network (Express Mail network) is based on five (5) days124 of Postal Service delivery and shall be Monday through Friday (X67). 2 This will provide for125 approximately 254 (255 in a leap year) operating days annually. This excludes the widely observed126 holidays as listed in the sections titled, Volume Commitment – Holiday – Day Network and Volume127 Commitment – Holiday – Night Network.128 129 130 MailAssignmentandTransport-DayNetwork131 The aviation supplier shall provide flight schedules at least thirty (30) days in advance of the Operating132 Period. The Postal Service will create dispatch routing instructions based on the aviation supplier’s133 flight schedule and subsequently shown on the Postal Service Dispatch and Routing (D&R) Tag.134 135 The Postal Service agrees to provide up to seventy-five (75%) percent of the total volume assigned to136 the outbound flights to the aviation supplier one (1) hour before the scheduled ‘All Mail Due Aviation137 Supplier’ column as listed in Attachment 3: Operating Plan, Day Network . The Postal Service agrees138 to provide the remaining twenty-five (25%) percent by the ‘All Mail Due Aviation Supplier’ column listed139 in Attachment 3: Operating Plan, Day Network .140 141 142 MailAssignmentandTransport-NightNetwork143 The Postal Service agrees to provide up to seventy-five (75%) percent of the total volume assigned to144 the outbound flights to the aviation supplier thirty (30) minutes before the scheduled ‘All Mail Due145 Aviation Supplier’ column as listed in Attachment 4: Operating Plan, Night Network . The Postal146 Service agrees to provide the remaining twenty-five (25%) percent by the ‘All Mail Due Aviation147 Supplier’ column listed in Attachment 4: Operating Plan, Night Network .148 149 150 LocalAgreements151 No Local Agreement (any informal agreement or working arrangement made between representatives152 of the aviation supplier, the Postal Service, or their agents who lack authority to bind either company)153 shall be binding, obligate the Postal Service or the aviation supplier, or otherwise give rise to any claim154 under this contract.155 156 157 PostalServicePerformsTerminalHandlingService(THS)Operation-Day158 Network159 Mail will be tendered to the aviation supplier in accordance with the Operating Plan provided by the160 aviation supplier. The aviation supplier’s Operating Plan will be provided thirty (30) days before the161 start up of the Operating Period. The aviation supplier’s Operating Plan will specify the following162 information:163 164 Specific Type of Airline ULD per origin / destination165 Destination of Airline ULD – Direct (bypass)

1 X1 refers to the day of the week that service will not be performed. The days of the week are numbered consecutively from 1 through 7 beginning with Monday

(1). “X1” means that service will operate each day of the week except Monday.2 X67 refers to the days of the week that service will not be performed. “X67” means that service will operate each day of the week except Saturday and Sunday.

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Part 1: Statement of Work 166 Destination of Airline ULD – Mixed (to be sorted at hub)167 168 The Operating Plan will be mutually agreed upon prior to implementation.169 170 The aviation supplier will transport, scan, and deliver the ULDs to the specific Service Points listed in171 Attachment 3: Operating Plan, Day Network. The Postal Service or its representative will build the172 ULDs in conformance with the aviation supplier’s Operating Plan.173 174 The aviation supplier will perform the following activities including, but not limited to:175 176 a. Sorting and scanning mail at an aviation supplier hub, as necessary, which also may include177 re-wrap and reapplication of Distribution & Routing (D&R) Tags to mail requiring such178 treatment, and dispatch on service responsive transportation179 180 b. In the unlikely event that mail tendered to the aviation supplier is in excess (overflow) of what181 may be transported, the aviation supplier shall:182 i. Secure the mail.183 ii. Scan all Handling Units and record the number of pieces, weight, and destination of184 all overflow Handling Units.185 iii. Immediately notify the local Postal official after becoming aware of an overflow186 situation. The Postal official will direct the aviation supplier to either hold the mail for187 the next outbound flight or return it to the designated Postal facility.188 iv. Prepare all overflow mail for delivery to the local designated Postal facility within189 twenty (20) minutes of receipt of Postal direction.190 v. Provide a written report of the overflow to the local Postal official with a copy to the191 COR.192 193 When transporting mail in carts, containers, or other vehicles, the mail must be securely enclosed to194 protect it from loss, depredation, and damage. The aviation supplier will stage mail in a secure area195 while in its possession. The aviation supplier is not allowed to transport mail in the cabs of its vehicles196 except for mail containing live animals.197 198 199 AviationSupplierPlannedAccommodation-DayNetwork200 The aviation supplier will guarantee space to accommodate up to 105% of the Planned Capacity from201 each origin daily. All mail accepted by the aviation supplier is subject to the service commitments set202 forth in this contract.203 204 FedEx will accept mail from Origin air stops as identified in Attachment 3 Operating Plan - Day205 Network in excess of 105% of Planned Capacity on a space available basis.206 207 If the Postal Service tenders mail to the aviation supplier after the ‘All Mail Due Aviation Supplier’208 column as shown in Attachment 3: Operating Plan, Day Network, the aviation supplier has the right to209 refuse that volume.210 211 Mail accepted after the agreed upon ‘All Mail Due Aviation Supplier’ column in Attachment 3:212 Operating Plan, Day Network, shall be subject to the same service commitments as mail tendered at213 or before the ‘All Mail Due Aviation Supplier’ column.214 215

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Part 1: Statement of Work 216 217 AviationSupplierPlannedAccommodation-NightNetwork218 The aviation supplier will guarantee space to accommodate up to 120% of the Planned Capacity from219 each origin daily. All mail accepted by the aviation supplier is subject to the service commitments set220 forth in this contract.221 222 If the Postal Service tenders mail in excess of 120% of the Planned Capacity for that Service Point,223 the aviation supplier may refuse to transport the excess tender. If the volume is accepted, the same224 service requirements apply.225 226 If the Postal Service tenders mail to the aviation supplier after the ‘All Mail Due Aviation Supplier’227 column as shown in Attachment 4: Operating Plan, Night Network, the aviation supplier has the right to228 refuse that volume.229 230 Mail accepted after the agreed upon ‘All Mail Due Aviation Supplier’ column in Attachment 4:231 Operating Plan, Night Network, shall be subject to the same service commitments as mail tendered at232 or before the ‘All Mail Due Aviation Supplier’ column.233 234 235 Delivery-DayNetwork236 The aviation supplier will deliver mail to a destination Service Point by the scheduled ‘Latest Delivery237 Time to Postal Service’ column in Attachment 3: Operating Plan, Day Network.238 239 240 Delivery-NightNetwork241 The aviation supplier will deliver mail to a Service Point by the scheduled ’Latest Delivery Time to242 Postal Service’ column in Attachment 4: Operating Plan, Night Network , on or before the scheduled243 delivery day (D+1) on Attachment 4: Operating Plan, Night Network. “D+1” is defined as the day244 following acceptance by the aviation supplier.245 246 At destination, the aviation supplier is required to unload the mail from the ULDs received, scan, and247 deliver the mail to the Postal Service.248 249 250 SaturdayDelivery-DayNetwork251 See Attachment 3: Operating Plan, Day Network, for details on Saturday delivery.252 253 254 SpecificDeliveryInstructions255 The aviation supplier shall:256 a. Assist in loading and dispatching all outbound surface vehicles, as required257 258 b. Must develop a cooperative line of communication with the Postal Service to ensure the timely259 delivery and dispatch of mail. All efforts shall be made to provide an efficient and effective260 delivery to the Postal Service.261 262 263 BoardingPriority-DayNetwork264 The aviation supplier must board accepted mail using the following mail boarding preference order:265 a. Registered (Con-Con) Mail266 267 b. Lives268 269 c. Perishables270 271 d. HAZMAT, regardless of mail class

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Part 1: Statement of Work 272 273 e. Domestic Priority and Express Mail274 275 f. First-Class Mail276 277 g. All Other Mail278 279 The Manager, Air Transportation Operations, or a Postal Service designee, will determine if the Postal280 Service should repossess any mail without exercising rights as described in the section titled281 Repossession of Mail by the Postal Service .282 283 284 BoardingPriority-NightNetwork285 The aviation supplier must board accepted mail using the following mail boarding preference order:286 a. Express Mail287 b. All other classes of mail288 289 290 RepossessionofMailbythePostalService291 The Postal Service may, at any time, require the aviation supplier to return to the local Postal Service292 representative or agent at a Service Point, any or all of the mail in its possession at that location or the293 Postal Service may take possession of such mail from the aviation supplier.294 295 296 TreatmentofExceptionalTypesofMail297 1. Tagging of Hazardous Material298 The aviation supplier may carry mailable HAZMAT, subject to applicable law, rules and299 regulations, including, without limitation:300 301 a. ORM-D Air302 “ORM-D” stands for “Other Regulated Material-Class D.” ORM-D is a term developed by303 the Department of Transportation (DOT) that signifies the hazard class associated with a304 consumer commodity. Most hazardous materials accepted by the Postal Service for305 mailing are classified as ORM-D. A package marked ORM-D meets the standards for306 surface transportation only. “ORM-D-Air” signifies that the item meets the requirements307 for air and surface transportation.308 309 The Postal Service currently accepts limited quantity alternative marking options (square310 on point) for ORM-D and ORM-D-Air and plans to adopt mandatory effective dates as311 identified by the Department of Transportation. There are no intended changes to312 quantity limits, package weights, or documentation requirements for these mailable313 materials.314 315 b. Division Class 6.2316 Division Class 6.2 materials are not permitted in international mail or domestic mail,317 except when they are intended for medical or veterinary use, research, or laboratory318 certification related to the public health. These materials are permitted only when they are319 properly prepared for mailing to withstand shocks, pressure changes, and other conditions320 related to ordinary handling in transit.321 322 c. Division Class 9323 Division Class 9 items are miscellaneous hazardous materials or substance articles that324 present a hazard during transportation but do not meet the definition of any other hazard325 class. Examples of miscellaneous hazardous materials (not all of which are mailable)326 include solid dry ice, elevated temperature substances, environmentally hazardous327 substances, life-saving appliances, and asbestos.328

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Part 1: Statement of Work 329 d. Hazardous and Dangerous Goods330 The aviation supplier will accept all Dangerous Goods as defined in the Domestic Mail331 Manual, section 601.10. All Dangerous Goods will be tendered on the Night Network.332 The Postal Service will be in compliance with the current International Air Transport333 Association (IATA) allowed variations as listed for the aviation supplier. The Postal334 Service will tender all Dangerous Goods at least two hours prior to the tender time shown335 in Attachment 4: Operating Plan, Night Network. The Postal Service shall not tender any336 used sharps. Any future changes to Hazardous and Dangerous Goods requirements will337 be reviewed and must be acceptable to the aviation supplier prior to implementation of the338 changes.339 340 e. All other hazardous material that is packaged and distributed in a quantity and form341 intended or suitable for retail sale and designed for consumption by individuals for their342 personal care or household use purposes; reference343 http://pe.usps.gov/text/dmm300/601.htm#wp1065003 .344 345 2. Assignment of Hazardous Materials346 a. The tender of all hazardous materials will be performed a minimum of two (2) hours prior347 to the final tender time of the intended flight.348 349 b. The desired flight assignment of HAZMAT is to non-stop or direct flights.350 351 c. No surcharge is offered for the transportation of HAZMAT mail.352 353 d. A copy of the manifest and the assigned item MUST be handed to an aviation supplier354 representative a minimum of two (2) hours prior to the closeout time of the intended flight.355 The aviation supplier representative will be responsible for ensuring that the information356 on the postal manifest which includes the number of pieces, weight, and appropriate357 shipper’s certification detail is incorporated onto the aircraft load manifest and pilot358 notification paperwork as outlined in CFR 49, Part 175, Carriage by Aircraft .359 360 e. Aviation supplier Refusal to Accept Hazardous Materials: If the aviation supplier refuses361 to accept a properly prepared HAZMAT item, it shall document the reasons leading to the362 refusal. Documentation will include:363 i. Name and address of mailer and air carrier;364 ii. The type and amount of hazardous material; and365 iii. The reason for refusal.366 367 f. HAZMAT Spills, Releases, Incidents, and Emergencies368 i. While in the possession of the aviation supplier, but not on board an aircraft:369 Hazardous Material items which are damaged must not be boarded on the370 aircraft. HAZMAT incidents which occur following the tender but prior to371 boarding of the aircraft, or after unloading from an aircraft and before delivery372 to the Postal Service, causing injury, illness, significant property damage, or373 disruption in operations will require the aviation supplier to enter the required374 information into the Mail Piece Incident Reporting Tool (MIRT), a Postal375 Service intranet tool for the collection of information on leaking and other non-376 mailable items.377 378 ii. While on board an aircraft:379 Any incident which occurs while on board an aircraft will require the aviation380 supplier to complete a Department of Transportation (DOT) Form F 5800.1381 (01-2004), Hazardous Materials Incident Report . A copy of this form must be382 sent to the COR within twenty-four (24) hours of the incident with all383 information available. The incident type is not limited to hazardous material384 and may include hazardous cargo spills which come in contact with the mail.385

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Part 1: Statement of Work 386 387 PerishableMailandLiveMail388 The aviation supplier will be required to transport as mail perishable items which the Postal Service389 has accepted as mailable under Domestic Mail Manual (DMM) 601, sub section 9.0, including live390 animals as discussed at DMM 601 subsection 9.3. The Postal Service will notify the aviation supplier391 a minimum of two (2) hours prior to the ‘All Mail Due Aviation Supplier’ time as listed in Attachment 3:392 Operating Plan, Day Network , and Attachment 4: Operating Plan, Night Network , of the intended flight393 of known perishable mail, including live animals.394 395 Attachment 11: Perishable Mail and Lives , details the requirements for preparation and tender of396 perishable mail and live animal shipments.397 398 399 RegisteredMail400 The aviation supplier will accept Registered Mail provided in Con-Cons for the Day Network only.401 Registered Mail Con-Cons will be a part of the Planned Capacity and will be tendered in accordance402 with Attachment 3: Operating Plan, Day Network .403 404 Upon request, the aviation supplier shall furnish the Postal Service the following information405 concerning Registered Mail:406 • Aircraft number,407 • Aircraft compartment location,408 • Actual flight departure time, and409 • Any accident or irregularity which occurs to a flight containing Registered Mail.410 411 Registered Mail Handling Units will have a D&R Tag affixed indicating the final destination air stop.412 This Handling Unit shall remain intact and shall not be opened by the aviation supplier. The desired413 routing for Registered Mail shipments will be to non-stop or direct flights only.414 415 The aviation supplier shall advise the U.S. Postal Inspection Service, local Postal Service416 representatives, and will send an email message to the COR of any Registered Mail that does not417 make its planned dispatch for disposition instructions.418 419 420 OffshoreCapacityRequirement-DayNetwork421 422 The aviation supplier shall make available at least the volumes, in cubic feet (ft 3 ), by day of week into423 and out of Anchorage (ANC), Honolulu (HNL), and San Juan (SJU) in accordance with the Origin424 Airstop Level Distribution (CUFT) and Destinating Airstop Level Distribution (CUFT) as set forth in425 Attachment 18: Volume Acceptance Worksheet . The Origin Airstop Level Percentage and426 Destinating Airstop Level Percentage are not applicable in the determination of the aviation supplier’s427 offshore capacity obligation. The Postal Service may increase the capacity to SJU, HNL and/or ANC428 as needed through the planning process by mutual agreement with the aviation supplier or may429 increase the capacity to SJU and/or HNL through the unilateral exercise of option one and / or option430 two as set forth in Attachment 21: Offshore Capacity Options .431 432 In the event that destinating offshore volumes exceed the volumes listed in “Offshore Capacity433 Requirement - Day Network” at the Aviation Supplier’s Memphis hub, the excess volume will receive a434 scan in Memphis that qualifies as a Delivery Scan. This scan will fulfill the requirement that the435 aviation supplier obtain a destination Delivery Scan under Payment Procedures . The time of the scan436 will also be used to measure performance under Performance Requirements and Measurement and in437 the assessment of reductions under Reduction of Payment .438 439 All destinating offshore volume will move to the offshore destination as part of the Aviation Supplier’s440 services under this contract, on a first-in, first-out basis. The Aviation Supplier is still responsible for441 performing a Delivery Scan when the volume is tendered to the Postal Service at the offshore442 destination.

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Part 1: Statement of Work 443 444 445 VolumeCommitment-GeneralInformation446 The Day Network operating week is defined as Tuesday through Sunday inclusive (X1).447 448 The Night Network operating week is defined as Monday through Friday inclusive (X67).449 450 The Postal Service is not obligated to request consistent capacity by day of the week. Requests for451 capacity are detailed in the Ordering Process sections.452 453 The following constitute the only minimum volume guarantees under this contract:454 • Contract Volume Minimum of [*] cubic feet on the Day Network.455 • The Contract Volume Minimum may be reduced in accordance with Clause 4-1:456 General Terms and Conditions , paragraph m, and Frequency Adjustment found in457 Part 3: Contract Clauses.458 459 [*]460 461 462 463 464 • 90% of Planned Capacity for the Night Network for each Operating Period465 466 Any monies due as a result of the Postal Service not meeting its Contract Volume Minimum or its467 Operating Period Volume Minimum as measured and calculated at the end of each Operating Period468 will be included as part of the Operating Period’s reconciliation process.469 470 On operating days where volume for lanes with Planned Capacity is withdrawn, withheld, or not471 transported under the Repossession of Mail by the Postal Service or Force Majeure sections, that472 volume will not be included in calculating the Operating Period Volume Minimum. The Contract473 Volume Minimum will be reduced for the Operating Period by the amount of that volume.474 475 476 VolumeCommitment-ContractVolumeMinimum-DayNetwork477 A minimum of [*] cubic feet per operational day, averaged across six (6) days per week, and478 measured across each Operating Period, will constitute the Contract Volume Minimum guaranteed to479 be paid by the Postal Service.480 481 482 OperatingPeriodVolumeMinimum-DayNetwork483 [*]484 485 486 487 488 489 490 491 492 493 494 OperatingPeriodVolumeMinimum-NightNetwork495 [*]496 497 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 498 [*]499 500 501 502 503 504 505 VolumeCommitment-Holiday-DayNetwork506 Each holiday will be addressed separately between the parties during the Ordering Process. The507 holidays are:508 • New Year’s Day ( widely observed )509 • Martin Luther King Day510 • Presidents’ Day511 • Memorial Day ( widely observed )512 • Independence Day ( widely observed )513 • Labor Day ( widely observed )514 • Columbus Day515 • Veterans Day516 • Thanksgiving ( widely observed )517 • Christmas ( widely observed )518 519 For purposes of Contract Volume Minimum and Operating Period Volume Minimum calculations, the520 following days will not be included:521 • Widely observed holidays522 • The day following the widely observed holidays that occur on a Monday523 • Non-widely observed holidays that occur on a Monday524 525 For purposes of Contract Volume Minimum and Operating Period Volume Minimum calculations, the526 following days will be included at a 50% volume level:527 • The day following widely observed holidays not occurring on a Monday528 • Non-widely observed holidays not occurring on a Monday529 • The day after a non-widely observed holiday530 531 532 VolumeCommitment-Holiday-NightNetwork533 Each holiday will be addressed separately between the parties during the Ordering Process. The534 holidays are:535 • New Year’s Day ( widely observed )536 • Martin Luther King Day537 • Presidents’ Day538 • Memorial Day ( widely observed )539 • Independence Day ( widely observed )540 • Labor Day ( widely observed )541 • Columbus Day542 • Veterans’ Day543 • Thanksgiving ( widely observed )544 • Christmas ( widely observed )545 546 The widely observed holidays will not be included in the Operating Period Volume Minimum547 calculation.548 549 The non-widely observed holidays will be included at a 50% volume level in the Operating Period550 Volume Minimum calculation.551 552 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 553 OperatingPeriods554 555 The Operating Periods shall be those monthly operating periods established and utilized by the556 aviation supplier in its general operations. The Operating Periods for the time period from October 2,557 2017 – September 29, 2024 are set forth in the revised Attachment 1: Aviation Supplier Operating558 Periods . The aviation supplier will provide any updates or changes to the Aviation Supplier Operating559 Periods not identified in Attachment 1 at least 24 months in advance of each such Operating Period.560 Each Operating Period will be either four or five weeks. The Peak Operating Periods are and will be561 designated in Attachment 1: Aviation Supplier Operating Periods .562 563 OrderingProcess-Non-Peak-DayNetwork564 The Postal Service will provide the aviation supplier mail volumes in accordance with the identified565 schedule specified below. The forecasting structure will specify each origin / destination lane pair566 including cubic feet by day of week for the pairs. The Postal Service will request capacity based on567 specific plans for a Tuesday / Wednesday plan, a Thursday / Friday plan, a Saturday plan, and a568 Sunday plan (i.e., Combined Distribution).569 570 By October 1, 2018, the Postal Service may elect to change the requested capacity distribution from571 the current Combined Distribution (Tuesday / Wednesday plan, a Thursday / Friday plan, a Saturday572 plan, and a Sunday plan), to a Daily Distribution (a Tuesday plan, a Wednesday plan, a Thursday573 plan, a Friday plan, a Saturday plan, and a Sunday plan), and the aviation supplier must accept the574 volume in the Attachment 18 using the elected distribution method per current operating rules. The575 aviation supplier will implement the change as soon as practicable but no later than 150 calendar days576 after receiving the request. If the Postal Service elects to change the requested capacity distribution577 to the Daily Distribution, the Postal Service will retain the right to revert back to the Combined578 Distribution within three (3) years of implementation of the Daily Distribution. The aviation supplier will579 implement the change back to a Combined Distribution as soon as practicable but no later than six (6)580 months following receipt by the aviation supplier of the Postal Service’s notice. The associated pricing581 will become effective six (6) months after the Aviation Supplier’s receipt of the notice.582 583 If the Postal Service elects to request capacity based on the Daily Distribution, the following will apply:584 585 a. [*]586 587 588 589 590 591 b. The Postal Service will request capacity based on specific plans for a Tuesday plan, a592 Wednesday plan, a Thursday plan, a Friday plan, a Saturday plan, and a Sunday plan.593 594 The Postal Service will provide the aviation supplier a request for capacity, lane by lane, expressed in595 cubic feet, one hundred-twenty (120) days prior to the beginning of an Operating Period. The aviation596 supplier is required to offer the Postal Service the Target Planned Capacity and the distribution of the597 Target Planned Capacity by origin, destination, and day of week as set forth in Attachment 18:598 Volume Acceptance Worksheet , excluding offshore locations (ANC, HNL, and SJU). For the offshore599 locations, the aviation supplier shall offer the Postal Service the volumes, in cubic feet, as set forth600 under OffshoreCapacityRequirement–DayNetworksection of this contract. If the average daily601 volume for any eight (8) consecutive Operating Periods is less than [*] of the Target Planned602 Capacity, the aviation supplier may elect to reduce the Target Planned Capacity to the ADV of the603 previous twelve (12) Operating Periods. If the aviation supplier elects to reduce the Target Planned604 Capacity, the distribution of the Target Planned Capacity by origin, destination, and day of week shall605 remain unchanged. If the Target Planned Capacity is reduced below [*] cubic feet ADV, then606 any modifications to the Tier pricing and volume ranges as a result of the Postal Service electing a607 [*] as set forth below, except such adjustments made to pricing as a result of the608 exercise of other options under this Agreement, will revert back to the Tier pricing and volume ranges609 effective February 27, 2017 upon implementation of the change. Any Network Expansion Fees paid * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 610 under prior Postal Service [*] elections will be non-refundable. The aviation supplier will611 implement the change as soon as practicable but no later than 150 days after electing to reduce the612 Target Planned Capacity. In no event will any adjustment to the Base Tier Rate result in an increase613 or reduction of the Base Tier from 350,000 cubic feet ADV.614 615 The Target Planned Capacity may be adjusted in accordance with the terms as set forth below.616 Offshore (Anchorage, Alaska; Honolulu, Hawaii; and San Juan, Puerto Rico) and Road Feeder617 Service locations (as designated in ACN-13-FX Attachment 3: Operating Plan, Day Network ) are618 excluded from these terms.619 620 [*]621 622 623 624 625 626 627 628 629 630 631 632 633 634 635 636 637 638 639 640 641 642 643 644 645 646 647 648 649 650 651 652 653 654 655 656 657 658 659 660 661 662 663 664 665 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 666 [*]667 668 669 670 671 672 673 674 675 676 677 678 679 Over the course of the Ordering Process for two (2) Operating Periods, the Postal Service may reduce680 volume down to the Contract Volume Minimum.681 682 The request for capacity shall be presented to the aviation supplier in a mutually agreed upon683 electronic origin / destination format.684 685 Bypass containers will be allocated in lanes where the requested capacity is greater than one hundred686 and ten (110) percent of the cubic capacity of the ULD configuration for the aircraft planned for the687 Service Point provided there is sufficient space to flow the Bypass container from the origin to the final688 destination on the scheduled flights. To facilitate this process, the Postal Service and the aviation689 supplier will jointly agree upon both Bypass and Mixed containers to be built at all origins during the690 Ordering Process.691 692 693 OrderingProcess-Non-Peak-NightNetwork694 The Postal Service will provide the aviation supplier mail volumes in accordance with the identified695 schedule specified below. The forecasting structure will specify each origin / destination lane pair696 including weight.697 698 [*]699 700 701 702 703 704 705 706 707 708 The request for capacity shall be presented to the aviation supplier in a mutually agreed upon709 electronic origin / destination format.710 711 712 OrderingProcess-Peak-DayNetwork713 The Peak Operating Period will consist of four or five individual weeks, measured and planned as714 independent of each other. One of the five weeks of the Peak Operating Period will include the week715 of Christmas. As such, the requested volume capacity will include the Christmas week. The716 forecasting structure will specify each origin / destination lane pair including weight or cubic feet by717 day of week for the pairs. Under the Combined Distribution, referenced above, the Postal Service will718 request capacity based on specific plans for a Tuesday / Wednesday plan, a Thursday / Friday plan, a719 Saturday plan and a Sunday plan. Under the Daily Distribution, referenced above, the Postal Service720 will request capacity based on specific plans for a Tuesday plan, a Wednesday plan, a Thursday plan,721 a Friday plan, a Saturday plan, and a Sunday plan.722 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 723 724 725 The aviation supplier will make available for the Peak Operating Period for the Day Network volume726 greater than or equal to 120% of the average Planned Capacity of the eleven non-Peak Operating727 Periods prior to the applicable Peak Operating Period. The daily and weekly Peak capacity allocation728 percentages will, at a minimum, align with the previous Peak Operating Period’s Planned Capacity.729 For the Peak Operating Period, the Postal Service will provide the aviation supplier a request for730 capacity by lane, expressed in cubic feet, one hundred fifty (150) days prior to the beginning of the731 Peak Operating Period. The request for capacity shall be presented to the aviation supplier in a732 mutually agreed upon electronic origin / destination format. The aviation supplier will reply to the733 request by providing the Postal Service with its response expressed in cubic feet one hundred twenty734 (120) days prior to the start of the Peak Operating Period. The Postal Service will communicate its735 acceptance of the aviation supplier’s response ninety (90) days prior to the commencement of the736 Peak Operating Period. The Postal Service acceptance establishes the Planned Capacity for the737 Peak Operating Period.738 739 If either party is more than 10 days late in providing the requests and responses set forth in this740 paragraph, the other party may elect to use the preceding year’s Peak Planned Capacity for the Peak741 period in question.742 743 The Operating Period Minimum Volume for Peak will be [*] of the Planned Capacity.744 745 The aviation supplier will guarantee space to accommodate up to 105% of the Planned Capacity from746 each origin daily.747 748 749 OrderingProcess-Peak-NightNetwork750 The Peak Operating Period will consist four or five individual weeks, measured and planned as751 independent of each other. One of the five weeks of the Peak Operating Period will include the week752 of Christmas. As such, the requested volume capacity will include the Christmas week. The753 forecasting structure will specify each origin / destination lane pair including weight.754 755 For the Peak Operating Period, the Postal Service will provide the aviation supplier a request for756 capacity by lane, expressed in pounds, one hundred fifty (150) days prior to the beginning of the Peak757 Operating Period. The request for capacity shall be presented to the aviation supplier in a mutually758 agreed upon electronic origin / destination format. The aviation supplier will reply to the request by759 providing the Postal Service with its response expressed in pounds one hundred twenty (120) days760 prior to the start of the Peak Operating Period. The Postal Service will communicate its acceptance of761 the aviation supplier’s response ninety (90) days prior to the commencement of the Peak Operating762 Period. The Postal Service acceptance establishes the Planned Capacity for the Peak Operating763 Period.764 765 The Operating Period Minimum Volume for Peak will be [*] of the Planned Capacity.766 767 The aviation supplier will guarantee space to accommodate up to 120% of the Planned Capacity from768 each origin daily.769 770 771 ElectronicDataInterchange(EDI)772 The aviation supplier will provide status and operational data as specified in Attachment 7: Electronic773 Data Interchange Service Requirements . The aviation supplier will use the EDI methods specified in774 the attachment to transmit and receive volume, and appropriate scans from its system to the Postal775 Service system.776 777 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 778 OperationalConditionReports779 The aviation supplier shall submit reports of hub and Service Point operating conditions on a daily780 basis for the Day Network and the Night Network.781 782 Some examples of these daily reports (more may be required) are: service performance reports,783 operations reports for departures / arrivals late due to mechanical issues, operations reports for784 departures / arrivals late due to weather and other issues, sort mail volume , mis-sent mail volume,785 surface truck utilization, etc. The format of the report and the items reported will be mutually agreed786 upon by the COR and the aviation supplier.787 788 In addition to these daily reports, the aviation supplier will coordinate with and advise the COR of any789 contingency plans to move mail delayed in transit, as soon as practical.790 791 The table below lists the reports required initially.792

Report Type Name FrequencyOperational Planning [*] Prior to Operating PeriodOperational Planning [*] Prior to Operating PeriodOperational Planning [*] Prior to Operating PeriodOperational Planning [*] Prior to Operating PeriodOperational Planning [*] Prior to Operating PeriodOperational Planning [*] MonthlyOperational Reports [*] Tuesday through SundayOperational Reports [*] Monday through FridayOperational Reports [*] Tuesday through SundayOperational Reports [*] Monday through FridayOperational Reports [*] Tuesday / Wednesday / Thursday / SaturdayOperational Reports [*] Monday through ThursdayOperational Reports [*] Tuesday through SundayOperational Reports [*] Tuesday / Wednesday / Thursday / SaturdayOperational Reports [*] Tuesday through SundayOperational Reports [*] Tuesday through SundayOperational Reports [*] Monday through FridayOperational Reports [*] Monday through FridayOperational Reports [*] DailyOperational Reports [*] Tuesday through Sunday



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Operational Reports [*] Monday through FridayOperational Reports [*] Tuesday through SundayOperational Reports [*] Tuesday through SundayOperational Reports [*] Tuesday through Sunday

793 794 795 DimensionalWeightReports796 The aviation supplier will provide a weekly report electronically for the Day Network of the dimensional797 weights [*].798 This report will provide the following information for each Piece’s Handling Unit D&R tag:799 • Time of each Handling Unit through the sort800 • The length of each Handling Unit801 • The width of each Handling Unit802 • The height of each Handling Unit803 • The D&R tag of each Handling Unit804 805 A sample of the report is below:806 807 Sorter’, ‘Time Stamp’,‘Length’,‘Width’,‘Height’,‘D&R Tag’808 ‘AS002’,‘10170703012011’,‘1863’,‘1663’,‘1005’,‘1GBNP673BF’809 ‘AS002’,‘10172003012011’,‘2413’,‘1107’,‘0460’,‘1ICK9H2YF/’810 ‘AS002’,‘10172703012011’,‘3425’,‘1911’,‘0968’,‘15HPP8W7D6’811 ‘AS002’,‘10175003012011’,‘1864’,‘1200’,‘1149’,‘1FZFOM73BX’812 ‘AS002’,‘10175103012011’,‘2404’,‘1153’,‘0460’,‘17MKSORVBQ’813 814 815 ScanningandDataTransmission816 All scanning data required to be presented to the Postal Service shall be in an electronic format817 acceptable to the Postal Service, containing all required data elements, and reported within two (2)818 hours after the occurrence of a reportable event. Available data will be transmitted in EDI message819 format at fifteen (15) minute intervals.820 821 Scanning will be used to measure performance and serve as the basis for payment for both the Day822 Network and the Night Network.823 824 Technical aspects of Electronic Data Interchange and the types of messaging events are discussed in825 Attachment 7: Electronic Data Interchange Service Requirements .826 827 The aviation supplier will be responsible for providing technology compatible with Postal Service828 systems for purposes of sending and receiving scanning data.829 830 The aviation supplier will be responsible for performing the following scans of D&R Tags and ULD831 identification tags.832 a. Possession or Load Scan of all Handling Units and ULDs at origin Service Points, including833 Outside Handling Units834 835 b. Load Scan that associates the ULD to an aircraft836 837 c. [*]838 839 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 840 d. [*]841 842 843 844 845 846 847 848 849 850 851 852 853 854 855 856 857 858 859 860 861 862 863 864 865 866 867 868 869 870 871 872 873 e. [*]874 875 876 f. Delivery Scan of each Handling Unit and ULD at the specified delivery Service Point.877 878 879 PerformanceRequirementsandMeasurement880 Mail delivery performance will be measured against the contract requirements based upon transmitted881 scan data.882 883 Delivery performance requirements are:884 885 Day Network: [*]886 887 Night Network: [*]888 889 Peak Operating Period: [*] for the Day and Night Networks890 891 Delivery performance will be measured across an Operating Period on a lane-by-lane basis, using892 actual scan delivery time versus Required Delivery Time (RDT), as outlined in Attachment 3:893 Operating Plan, Day Network , and Attachment 4: Operating Plan, Night Network .894 895 Delivery performance will be measured using the following methodology:896 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 897 a. The Postal Service will scan all Handling Units at origin.898 b. The Postal Service will nest all Handling Units into ULDs at origin.899 c. The Postal Service will tender the nested ULDs to the aviation supplier at origin.900 d. The aviation supplier will scan the ULDs with a Possession Scan at origin.901 e. The aviation supplier will scan all Handling Units processed through the sort at the hub.902 f. The aviation supplier will nest all Handling Units to ULDs departing from the hub.903 g. The aviation supplier will scan the ULDs as delivered to the Postal Service upon arrival at904 destination.905 h. The Postal Service will break the ULDs and scan / de-nest all Handling Units.906 907 Delivery performance will be measured for all ULDs and Handling Units receiving at least a Delivery908 Scan by the aviation supplier.909 910 The Postal Service will provide data to the aviation supplier via electronic files. The electronic file will911 show the nested date and time into the ULD, the possession time and date from the aviation supplier,912 the delivery time and date from the aviation supplier, and the de-nested break time and date from the913 Postal Service. Additionally, the files will show the weights of each Handling Unit.914 915 Delivery performance on a lane level basis will be calculated as follows:916 917 918 Total on-time Handling Units, by lane, for the Operating Period, receiving a Delivery Scan919 920 Divided by921 922 Total Handling Units, by lane, for the Operating Period, receiving a Delivery Scan923 924 925 ReductionofPayment926 If the calculated delivery performance is less than the delivery performance requirement, the late D&R927 tags will be ordered chronologically by the RDT. The percentage of D&R tags corresponding to the928 difference between [*] and the delivery performance requirement (i.e., [*] (Day Network),[*]929 (Night Network) or [*] (Peak Operating Period)) will not be assessed a reduction in payment. The930 remaining late D&R tags will be assessed a reduction in payment as follows:931 932 a. All Handling Units delivered up to thirty (30) minutes late will not be considered for purposes of933 calculating reduction of the Transportation Payment, but will be considered in the overall934 service calculation.935 936 b. All Handling Units delivered from thirty-one (31) minutes up to one (1) hour to late will be937 subject to a [*] reduction of the Transportation Payment.938 939 c. All Handling Units delivered 1 hour and one minute late or later will be subject to a [*]940 reduction of the Transportation Payment.941 942 The reduction in payment will be based on a conversion of the weight of the late Handling Units to943 cubic feet by the applicable contract density and will be applied at the base or the tier in which the late944 delivery occurred.945 946 Handling Units that represent the amount of mail that FedEx accepts in excess of 105% of the947 Operating Period’s Planned Capacity by Operating Day will not be assessed a reduction of payment948 under Part 1: Statement of Work Reduction of Payment or be taken into account under Part 1:949 Statement of Work Performance Requirements and Measurement.950 951 a. Handling Units in excess of 105% of the Operating Period’s Planned Capacity will be identified952 by determining the actual volume, in cubic feet (weight of the Handling Units divided by the * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 953 contract density for the applicable Operating Period), delivered each day to each destination954 that is in excess of 105% of the Planned Capacity for the relevant destination.955 956 b. In each instance, “volume in excess of 105%” will be the latest volume to arrive as evidenced957 by the delivery scans.958 959 960 PerformanceManagement961 The aviation supplier and the Postal Service will meet once a quarter (at a minimum) to discuss items962 such as the following:963 964 a. Cost Control965 b. Holiday Operations and Planning966 c. Aviation Supplier Performance967 d. Peak Season Planning968 e. Quality969 f. Ramp Operations970 g. Reconciliation of Irregularities971 h. Security972 i. Technology Issues973 j. Tender and Delivery Hygiene974 k. Volume Planning975 l. Other Pertinent Topics976 977 978 Sustainability979 The aviation supplier must provide following sustainability metrics at the times specified below:980 981 a. All greenhouse gas emission estimates that are attributed to the transport of Postal Service982 mail products via air and (if applicable) ground transport by the aviation supplier.983 i. Emissions in a standard unit – CO 2e984 ii. Total weight of Postal Service products contributing to the emissions in the Calendar985 Year.986 iii. Total air miles travelled to transport the Postal Service products per Calendar Year.987 iv. High level summary describing methodology which could include the basis for the988 Postal Service emissions allocation such as space, cost, weight, number of packages989 or other methods used to derive numbers. For example, estimates based on gallons990 used, flight characteristics, or both.991 v. Assurance letter of independent verification of Scope 1, 2, and 3 data.992 • Scope 1: Emissions arising from when the aviation supplier burns fuel in its993 aircraft or its owned buildings994 • Scope 2: Emissions from purchased electricity or steam.995 • Scope 3: Emissions arising from activities over which the aviation supplier996 has less control.997 998 b. Fiscal Year (October through September) and Calendar Year (January through December)999 greenhouse gas emissions data to be received by the Postal Service no later than three (3)1000 months after the close of the fiscal and calendar year.1001 1002 The aviation supplier will convene a meeting with the Postal Service no later thirty (30) days after1003 contract award to discuss high level greenhouse gas emissions estimation methodologies and network1004 boundaries.1005 1006 The aviation supplier will hold quarterly meetings with the Postal Service to discuss reporting1007 methodology developments, boundaries and notification of estimation methodology or boundary1008 changes.1009

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Part 1: Statement of Work 1010 1011 Security1012 See Attachment 8: Investigative / Security Protocol and Guidelines .1013 1014 1015 PostalServiceEmployeesAllowedAccess1016 The aviation supplier shall allow escorted Postal officials showing proper credentials access to all1017 buildings, field areas, ground equipment being used to sort, stage, or transport mail under this contract1018 or under any subcontract services performed under this contract. Government regulations (e.g.,1019 Transportation Security Administration) will supersede this section.1020 1021 The aviation supplier will allow unescorted access to Postal Service employees stationed on the1022 aviation supplier’s premises pending compliance with all required processes. Photography or1023 videotaping will not be permitted except as outlined in the security protocols.1024 1025 1026 PersonnelScreening1027 In general, the Postal Service accepts air carrier security program requirements set forth by the1028 Transportation Security Administration (TSA). In addition to these, the Postal Service also mandates1029 additional requirements.1030 1031 The Postal Service is aware that the aviation supplier must implement its human resources programs1032 in accordance with certain state laws and that in that respect there may be certain deviations to the1033 literal application of some of the Postal Service requirements set forth herein.1034 1035 In the event the aviation supplier establishes that a state law prohibits it from requesting from its1036 employees or prospective employees any or all of the information requested in responses to questions1037 21a through 21e of PS Form 2025, Contract Personnel Questionnaire , as required by 1.c below, or1038 from certifying, as the result of a criminal records check, to any of the items requested under 1.b,1039 Criminal History , below, the aviation supplier shall be relieved of its contractual obligation to require1040 employees or prospective employees to respond to the portions of those questions requesting the1041 prohibited information or to provide that information as part of its criminal records check. In these1042 situations, the Postal Service Security Investigations Service Center (SISC) shall conduct the required1043 criminal checks as outlined in 1.b. below.1044 1045 To establish the existence and the extent of the prohibitory effect of any such state law referenced1046 above, the aviation supplier shall provide to the SISC documentary evidence (including a copy of the1047 state law) demonstrating the stated prohibition. The Postal Service’s concurrence about the1048 prohibitory nature of a state law shall not be unreasonably withheld.1049 1050 The Contracting Officer may, in consultation with the aviation supplier and the U.S. Postal Inspection1051 Service, grant other appropriate deviations or implement alternate processes to the standard U.S.1052 Postal Inspection Service requirements by letter.1053 1054 Applicability1055 Individuals providing services to the Postal Service under this contract (including aviation suppliers,1056 employees of aviation suppliers, and subcontractors and their employees at all levels), hereinafter,1057 “individuals,” who have been hired after the effective date of this contract and whose duties will or1058 likely may involve handing the mail must obtain a security clearance from the Postal Service, as1059 provided herein. Access to the mail as defined by 3.a below is permitted as soon as the security1060 clearance package has been submitted to the SISC in Memphis.1061 1062 If the aviation supplier commences a new operation (internally or with an aviation supplier) for the1063 purpose of processing Postal volume, the employees hired since the effective date of this contract will1064 be subject to Personnel Screening.1065

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Part 1: Statement of Work 1066 Access to the mail is permitted as soon as the security clearance package has been submitted to the1067 SISC in Memphis. If the aviation supplier has ground handling services performed at air stops by1068 another aviation supplier (subcontractor), and if, to the best knowledge of the prime aviation supplier,1069 that subcontractor is in compliance with the provisions of this clause, the prime aviation supplier may1070 certify that fact to the Contracting Officer in writing, and thereby be relieved of the primary1071 responsibility for personnel screening. Prime aviation suppliers are in all cases responsible for1072 meeting these screening requirements for all persons having access to the mail who are their direct1073 employees. For example, if ABC, Inc. is an aviation supplier, and it performs ground handling services1074 at one or more air stops for CDE, Inc., CDE must certify in writing that:1075 1076 I certify that at the following air stops ground handling services are being performed by ABC,1077 and that to the best of my knowledge, ABC is an aviation supplier of air transportation services1078 under contract number . A listing of airports served by ABC is attached hereto as follows.1079 1080 Aviation suppliers must have clauses in their contracts with subcontractors requiring adherence to the1081 Postal Service screening procedures contained in this contract.1082 1083 1. Requirements : The aviation supplier, when employing individuals who will or are likely to1084 handle the mail in the performance of their duties under this contract, must provide the1085 following documentation as early as possible to the Security Investigations Services Center1086 (SISC), 225 N. Humphreys Blvd., 4 th floor, Memphis, Tennessee, 38161-0001 for those1087 individual aviation supplier employees who will or are likely to handle the mail in the1088 performance of their duties. (Form can be obtained by calling the SISC at (901) 747-7712 or1089 by email at [email protected].)1090 The items listed in sub-sections 1 through 4 and a through c below must be completed prior to1091 the employee being granted permission to handle mail. For purposes of this requirement, the1092 term “completed” means that all tasks have been done, and the required submissions to the1093 SISC in Memphis have been made.1094 1095 1. Completed PS Form 2181-C. This form must be dated within 90 days of receipt by1096 the SISC.1097 1098 2. PS Form 2025. Each item on the PS Form 2025 must be addressed. Applicants1099 must provide their complete residential address, including city, state, and ZIP+4. The1100 form must be signed and dated by the applicant within 90 days of receipt by the SISC.1101 1102 3. The aviation supplier must obtain and provide to the SISC two original fingerprint1103 cards (FD-258) for each applicant. The signature of the applicant and the individual1104 taking the prints must be on each FD-258. In lieu of submitting fingerprint cards, a1105 FBI rap sheet may be submitted, provided it is dated within 90 days of receipt by the1106 SISC. The Postal Inspection Service will provide additional fingerprint cards for1107 aviation supplier use. These additional forms may be obtained by calling the1108 Memphis office at (901) 747-7712 or via email at [email protected] 1110 4. Certification and Transmittal Cover Sheet documenting Criminal History records check1111 as required by subsection (b) below. The Certification and Transmittal cover sheet1112 must include the administrative officer’s name, telephone number, facility name, email1113 address and mailing address.1114 1115 The aviation supplier is required to maintain all certifications required in sections a., b., and c1116 for the length of the contract.1117 1118 a. Drug Screening : The aviation supplier must certify that individuals providing service1119 under this contract have passed a screening test for those substances identified by the1120 Substance Abuse and Mental Health Services Administration (SAMHSA) as the five (5)1121 most abused substances which are cocaine, marijuana, amphetamine /1122 methamphetamine, opiates, and phencyclidine (PCP). The tests must be performed by a

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Part 1: Statement of Work 1123 SAMHSA approved certified laboratory. The drug test must meet the cut-off levels1124 established by SAMHSA. All drug screening tests must be completed within ninety (90)1125 days prior to having access to the mail since drug tests older than ninety (90) days are1126 invalid and must be redone. The prime aviation suppliers and all subcontractors must1127 maintain the name of the institution conducting the test and a document indicating if the1128 employee passed or tested positive.1129 1130 b. Criminal History : The aviation supplier must certify, based upon a criminal records1131 check (a state records check) of each employee through local agencies (state, county, or1132 city) where the applicant has resided and worked for the past five (5) years (this may1133 require multiple checks for applicants who live in one location and work in another1134 location, or for applicants who have moved within that time period), that each individual:1135 1136 i. Has not been convicted of a felony criminal violation in the past five (5) years;1137 1138 ii. Has not been convicted of serious criminal charges (e.g. murder, rape, robbery,1139 burglary, physical assaults, weapons violations, or drug charges [felony or1140 misdemeanor]);1141 1142 iii. Does not have any pending felony or serious criminal charges; and1143 1144 iv. Is not on parole for or probation for any felony or serious criminal charges.1145 1146 This will be documented on the Certification and Transmittal Cover Sheet. This form is1147 provided under Personnel Security Administrative Instructions, and may be reproduced by1148 the aviation supplier.1149 1150 c. Citizenship : Certification of U.S. citizenship must be documented on PS Form 2025,1151 Contract Personnel Questionnaire , or legal work status authorizing the individual to work1152 in the United States is required. (I-9 Form, Employment Eligibility Verification , is to be1153 used for non-citizens).1154 1155 2. Processing :1156 a. The Postal Service agrees to use reasonable efforts to insure that security clearance1157 decisions are issued within thirty (30) days after the aviation supplier submits the required1158 documents and information to the SISC. The Postal Service, however, cannot guarantee1159 that processing will be complete within thirty (30) days due to circumstances beyond its1160 control.1161 1162 b. For each individual employed by the aviation supplier or any subcontractor, the aviation1163 supplier will submit to the SISC:1164 • Full name1165 • Social security number1166 • Drug screening data (1.a)1167 • Criminal history certifications (1.b)1168 • Both sets of fingerprints (1.c)1169 • Citizenship certifications (1.d)1170 1171 Upon receipt of the required documentation, the SISC will submit the fingerprint cards1172 (1.c) to the Federal Bureau of Investigation, and perform a search of the National Crime1173 Information Center (NCIC) Wants and Warrants and Inspection Service databases at its1174 cost.1175 1176 c. In cases where an individual business entity is predominant at a given airport, the1177 Contracting Officer in consultation with the Inspection Service may approve the receipt of1178 screening documents from that entity.1179

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Part 1: Statement of Work 1180 d. The aviation supplier shall maintain supporting documentation for the drug screening1181 (1.a), criminal history inquiries (1.b), and citizenship verifications (1.d) subject to review by1182 the Postal Service, for the life of this contract in accordance with its internal procedures,1183 advising the Inspection Service SISC on the Certification and Transmittal Cover Sheet.1184 1185 At the employee’s local station, aviation suppliers are only required to maintain a copy of1186 the Certification and Transmittal Cover Sheet. The Certification and Transmittal Cover1187 Sheet is provided under Personnel Security Administrative Instructions and may be1188 reproduced by the aviation supplier, as needed.1189 1190 Aviation suppliers currently maintaining security screening files under existing Postal1191 Service contracts shall continue to maintain those files.1192 1193 Submit all forms and certifications to:1194 1195 Memphis SISC1196 Security Investigations Service Center1197 225 North Humphreys Boulevard1198 Fourth Floor, South1199 Memphis, TN 38161-00081200 1201 The Postal Service intends to make its best efforts to position itself to eliminate the1202 requirement for its set of FD-258 forms, and other submissions to be determined, through1203 cooperation with the Federal Aviation Administration, Transportation Security1204 Administration, and other agencies or associations to share relevant information for its1205 regulatory purposes.1206 1207 3. Access to the Mail – Screening Requirements :1208 “Access to the mail” refers to individuals who scan, transport, sort, load, and unload mail to1209 and from ground equipment and to and from the aircraft. This includes employees handling1210 sealed ULDs. This includes individuals who have direct supervisory duties in directing the1211 transporting, sorting, loading, and unloading of mail to and from ground equipment and1212 aircraft. Individuals providing services to the Postal Service under this contract (including1213 aviation suppliers, employees of aviation suppliers, and subcontractors and their employees at1214 any tier), hereinafter, “individuals,” who have access to the mail, must obtain a security1215 clearance from the Postal Service before such access to the mail is granted.1216 1217 4. Denial :1218 Persons who meet the following criteria are not permitted to have access to the mail under this1219 contract:1220 1221 a. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor1222 who has not received a security screening in accordance with the criteria listed above1223 under Personnel Screening.1224 1225 b. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor1226 who has been convicted of, or is on probation or parole for, or under suspended sentence1227 for assault, theft, or weapons charges or for the illegal use, possession, sale, or transfer of1228 controlled substances during the past five (5) years.1229 1230 c. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor1231 who has been convicted of any criminal felony violation during the past five (5) years, who1232 is on parole, probation, or suspended sentence for commission of a criminal felony during1233 the past five (5) years.1234 1235 d. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor1236 who has ever been convicted of theft of mail or other Postal offense.

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Part 1: Statement of Work 1237 1238 e. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor1239 who has an active warrant or is on probation or is on parole.1240 1241 f. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor1242 who has any pending felony or serious criminal charges.1243 1244 g. Any other circumstance that in the determination of the Postal Service makes the1245 individual unfit to provide services under this contract.1246 1247 In the event an employee is disqualified under the above criteria, the aviation supplier has the1248 responsibility to insure that the employee’s duties no longer involve handling mail.1249 1250 5. Appeal Process:1251 An individual may appeal a decision to deny access made by the Postal Inspection Service1252 SISC by sending a letter to the Inspector In Charge, Security and Crime Prevention,1253 Washington, DC, within three (3) weeks of the date of the denial letter. An individual may not1254 handle the mail during the appeal process. The letter must contain the following information:1255 1256 a. A statement that reconsideration of the decision is requested and the basis on which it is1257 sought.1258 1259 b. Additional information on the appellant’s behalf.1260 1261 c. A copy of the denial letter.1262 1263 6. Training : The Postal Service may, but is not required to, provide orientation / training for1264 aviation suppliers during the term of this contract to clarify security clearance requirements,1265 processes, and procedures necessary to fully implement this program.1266 1267 1268 PaymentProcedures1269 1270 RatesandPaymentGeneral1271 The aviation supplier will be compensated based upon properly scanned ULDs and Handling Units.1272 The payment for each ULD and Handling Unit will be based on the network (i.e., Day or Night) to1273 which the mail is assigned by the Postal Service. This process will allow for automated payment.1274 1275 [*]1276 1277 1278 1279 1280 Scan Requirements1281 All scan requirements listed below are specified in the Scanning and Data Transmission section.1282 1283 Night Turn Scan Requirements1284 a. Possession Scan of all ULDs and Handling Units at the origin1285 1286 b. Delivery Scan of all ULDs and Handling Units delivered at destination1287 1288 Day Turn Scan Requirements1289 a. The aviation supplier will conduct a Possession Scan of all ULDs and Handling Units at the1290 origin.1291 1292 b. The aviation supplier will conduct a Nest Scan associating the Handling Unit with a ULD at the1293 hub. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 1294 1295 c. The aviation supplier will conduct a Delivery Scan of all ULDs and Handling Units delivered at1296 destination.1297 1298 The Hub Sort Scans will be paid in accordance with the pricing listed in Attachment 10: Pricing for1299 Handling Units sorted at the hub on the Day Network for which scans are provided. Hub Sort Scans1300 will not be paid for Handling Units assigned to a Bypass ULD or for the Night Network.1301 1302 [*]1303 1304 1305 1306 1307 1308 The base and tier pricing from Attachment 10: Pricing will be applied to the volume measured in each1309 Operating Period as follows. Volume within the base will be paid at the Base Rate. The portion of1310 volume exceeding the base volume and falling within the Tier 1 volume will be paid at the Tier 1 rate.1311 A similar incremental process will be applied to volume that falls within subsequent tiers.1312 1313 Payments will be made by Electronic Funds Transfer (EFT).1314 1315 [*]1316 1317 1318 1319 The aviation supplier will bill additional charges not covered within the automated payments system on1320 a weekly basis. For correct and sufficient invoices received by noon Wednesday of a given week, the1321 Postal Service will process them so as to generate a payment by Wednesday, three (3) weeks1322 following the receipt of the invoice through the EFT process.1323 1324 1325 PaymentProcessing-DayNetwork-PerCube1326 1327 Invoicing1328 All invoices for the transportation of Handling Units or ULDs under this contract will be paid by the1329 cubic foot and payment will be based on completing the required scans.1330 1331 Mail Tendered in ULDs1332 The Line Haul rate for each ULD will be comprised of two components: Non-Fuel Line Haul and Fuel1333 Line Haul. The Non-Fuel Line Haul rate will include all of the transportation and handling associated1334 with a ULD. Hub Sort Scanning rates are separate from the Non-Fuel Line Haul rate.1335 1336 ULD cubic feet will be paid at the agreed cubic feet size for each ULD type described in Attachment1337 10: Pricing .1338 1339 The cubic feet paid will be based on the Postal assigned ULD type. If the Postal ULD type is missing,1340 the aviation supplier’s ULD type will be used for invoicing. Any discrepancies between the types of1341 ULD processed will be resolved during the Reconciliation Process.1342 1343 The transportation payment for mixed ULDs will be based on the applicable cubic feet of the1344 originating ULD. These transportation payments will be reduced for Handling Units not receiving a1345 Delivery Scan by converting the weight of the Handling Units without a Delivery Scan at the correct1346 destination to cubic feet by the applicable contract density.1347 1348 The transportation payment for bypass ULDs will be based on the applicable cubic feet of the1349 originating ULD. These transportation payments will not be made for Bypass ULDs without a Delivery1350 Scan at the correct destination. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 1351 1352 Recognizing operational inefficiencies filling the last ULD at every location, the Postal Service will1353 incorporate within the daily invoice a daily credit of [*] cubic feet for each origin air stop per day. The1354 rate used will be the applicable base or tier cubic foot rate used at the beginning of the invoice day.1355 1356 1357 Mail Tendered from Surface Trucks1358 If mail is tendered to the aviation supplier from a defined truck location as identified in Attachments 31359 and 4 at contract award, the invoiced cubic feet will be calculated by dividing the Handling Unit’s1360 Postal Service assigned rounded weight by the applicable contract density.1361 1362 1363 Mail Tendered from Ad Hoc Trucks into the Aviation Supplier Hub1364 The aviation supplier will accept ad hoc trucks from the Postal Service at the proposed hub locations.1365 The invoiced cubic feet for ad hoc trucks will be calculated by dividing the Handling Unit’s Postal1366 Service assigned rounded weight by the applicable contract density. The Postal Service will1367 incorporate ad hoc truck payments in the weekly electronic payment.1368 1369 FedEx will accept up to a total of fifteen (15) Ad Hoc Trucks per day on the Day Network at the1370 Memphis Hub.1371 1372 a. All ad hoc trucks must arrive at the Memphis Hub before 10:00 a.m. local time and must be1373 coordinated with FedEx in advance. Required Delivery Time (RDT) will be established in1374 accordance with Attachment 3, Operating Plan, Day Network contingent on the ad hoc trucks1375 arriving at the Memphis Hub before 10:00 a.m. local time. Late arriving trucks (after 10:001376 a.m. local time) will be assigned an RDT based on arrival on the next operational day. All1377 RDT’s will be adjusted to reflect the first FedEx operational scan at the Memphis Hub.1378 1379 b. Initial Payment for ad hoc trucks will be made in the amount of 3,000 cubic feet per truck on1380 an Operating Period basis, no later than 30 days after the last day of each Operating Period.1381 Final payment for ad hoc trucks will be adjusted, if applicable, for any reductions of payment1382 under Part 1: Statement of Work Reduction of Payment and will also be adjusted, if applicable,1383 based upon the Day Turn Scan Requirements under contract section Payment Procedures,1384 Rates and Payment General (with the exception that the volumes moving via ad hoc trucks1385 will not require a Possession Scan). Any adjustments described here, if applicable, will be1386 made through the reconciliation process.1387 1388 1389 Aviation Supplier Surface Transportation – Not Included in the Transportation Payment1390 The aviation supplier will include a separate rate per mile for Highway Transportation in Attachment1391 10: Pricing which will be applied when the Postal Service requires the aviation supplier to operate1392 unplanned surface transportation of mail.1393 1394 1395 Fuel Adjustment1396 There will be a monthly fuel adjustment to the Fuel Line Haul rate. Each “month” is defined in1397 Attachment 1: Aviation Supplier Operating Periods . The adjustment will become effective on the first1398 operating day of each operating period after contract commencement. The adjustment may be1399 upward or downward.1400 1401 The adjustment will be based on the U.S. Gulf Coast (USGC) prices for Kerosene-type jet fuel1402 reported by the U.S. Department of Energy for the month that is two (2) months prior to the1403 adjustment. The adjustment will be calculated and applied monthly.1404 1405 [*]1406 1407 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 1408 [*]1409 1410 1411 1412 1413 1414 1415 1416 1417 1418 1419 1420 1421 1422 1423 1424 1425 1426 1427 1428 1429 1430 1431 1432 1433 1434 1435 1436 1437 1438 1439 1440 1441 1442 1443 1444 1445 1446 1447 1448 1449 1450 1451 1452 1453 1454 1455 1456 1457 1458 1459 1460 1461 1462 1463 1464 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 1: Statement of Work 1465 1466 The proposal pricing should be based on the August 2012 U.S. Gulf Coast Kerosene-type jet fuel1467 reported by the U.S. Department of Energy ($3.156 per gallon).1468 1469 Fuel will be adjusted for October 2013 based on the August 2013 U.S. Gulf Coast Kerosene-type jet1470 fuel reported by the U.S. Department of Energy.1471 1472 1473 PaymentProcessing-NightNetwork-PerPound1474 1475 Invoicing1476 All Handling Units tendered to the aviation supplier for the Night Network will be paid by the pound and1477 payment will be based on required scanning. The weight will be derived from the assigned rounded1478 weight of the Handling Unit. The Non-Fuel Line Haul rate will include all of the transportation and1479 handling associated with a Handling Unit. The Fuel Line Haul rate for the Night Network will not be1480 subject to a fuel adjustment.1481 1482 Re-Labeling Charge1483 The Postal Service will pay an additional charge to the aviation supplier for re-labeling Postal Service1484 Handling Units for which the D&R tag is missing or becomes illegible. The Postal Service will also1485 provide all equipment necessary to perform this function. The re-labeling charge per Handling Unit is1486 shown in Attachment 10: Pricing. This rate will not be subject to an increase for the full term of the1487 contract.1488 1489 Payment to the aviation supplier for transport of re-labeled Handling Units will be based upon data1490 received from the Hub Scan plus (combined and matched with) the Delivery Scan for the Handling1491 Unit. An average weight per Handling Unit will be established based upon the previous month’s data1492 for average weight per Handling Unit and for Handling Units that are not properly scanned due to1493 conditions beyond the aviation supplier’s control.1494 1495 The equipment to be supplied by the Postal Service for this function will be listed in Attachment 6:1496 Postal Furnished Property , and will be covered by Clause 2-22, Postal Service Property . Attachment1497 6 will be created upon successful installation of the equipment. Upon reasonable advance notice to1498 the aviation supplier, the Postal Service shall be permitted to perform maintenance on any of the1499 equipment located in an aviation supplier’s facility listed in Attachment 6 .1500 1501 The payment for the Night Network re-labeled Handling Units will be adjusted to reflect the percentage1502 of re-labeled Handling Units that have already been scanned. This percentage of previously scanned1503 Handling Units will be mutually agreed upon by the Postal Service and the aviation supplier through an1504 audit sampling of re-labeled Handling Units. Contingency Handling Units are excluded from this1505 adjustment.1506 1507 The average weight process is detailed in Attachment 15, Average Weights.1508 1509 1510 ReconciliationProcess1511 Reconciliation of scanning and payment records between the Postal Service and the aviation supplier1512 will be conducted in a scheduled meeting attended by the Postal Service and the aviation supplier on1513 an Operating Period basis not more than ninety (90) days after the close of an Operating Period, or a1514 time frame as agreed mutually by the parties. The following procedures will be observed for the1515 reconciliation process:1516 1517 a. All data exchanges between the aviation supplier and the Postal Service for the reconciliation1518 process will be performed electronically and sent to specified mailboxes operated by each1519 organization. Each file will have an individually specified transmission interval.1520

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Part 1: Statement of Work 1521 b. For all files exchanged between the aviation supplier and the Postal Service, any changes to1522 layout or data definition must be communicated to the receiving party at a minimum of sixty1523 (60) calendar days prior to implementation, or sooner if mutually agreed.1524 1525 c. All file transfers must adhere to Postal Service Security and Privacy rules.1526 1527 d. Supplemental Charges / Assessments may be assessed each Operating Period. The charges1528 shall include but not be limited to the following:1529 i. Operating Period Volume Minimum and Contract Volume Minimum1530 ii. Non-achievement of performance standards1531 1532 e. Once the parties have mutually agreed on the Operating Period reconciliation, both parties1533 agree that neither can re-open the Operating Period for further adjustments. By mutually1534 agreeing to the Operating Period reconciliation, the parties thereby agree to waive their right1535 to pursue a claim under the Contract Disputes Act based upon the Operating Period1536 reconciliation.1537 1538 In the event there is a catastrophic equipment or information system failure, the aviation supplier will1539 provide electronic files to the Postal Service identifying all D&R Tags the aviation supplier scanned1540 that were lost. The aviation supplier will notify the Contracting Officer and the COR as soon as the1541 aviation supplier becomes aware of such a failure.1542 1543 If the Postal Service cannot produce D&R Tags, an emergency contingency will be developed and1544 implemented. Such a plan will include specifications for operational and information technology1545 issues, as well as payment.1546

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Part 3: Contract Clauses 1547 Part 3: Contract Clauses1548 1549 1550 ClauseB-1:Definitions(March2006)(Tailored)1551 For purposes of this Contract, the following terms shall have the following meanings:1552 1553 1. Acceptable Dangerous Goods and Acceptable Hazardous Material: Those articles or1554 substances which satisfy the air transportation requirements for the transportation of1555 Hazardous Goods set forth in Chapter 601.10.0 of the Domestic Mail Manual and which are1556 not required by applicable federal regulation to be accessible to crew members during flight.1557 1558 2. Advertisement : A free or paid mass or targeted communication under the control of a party1559 intended for the general public or a specific potential or existing customer, the ultimate1560 purpose of which is to promote the sale of such party’s products or services, including, but not1561 limited to, television, radio and internet commercials, out-of-home ads (e.g., billboards, sports1562 stadium displays, transit signs), direct mail ads, print ads and free standing inserts in1563 newspapers, magazines, and electronic media.1564 1565 3. All Mail Due Aviation Supplier : A designated time predetermined when the Postal Service1566 provides all mail to the aviation supplier as shown in Attachments 3: Operating Plan, Day1567 Network, and Attachment 4: Operating Plan, Night Network1568 1569 4. Aviation Supplier : The person or persons, partnership, or corporation named that has been1570 awarded the contract.1571 1572 5. Bypass Container : A ULD of mail designated for delivery to destination Service Point on the1573 network which is transferred directly from one aircraft to another without going through the sort1574 operation.1575 1576 6. Con-Con : (Convoy and Conveyance) The concentration in a container of Registered Mail for1577 single, daily, daylight, or authorized night air dispatch1578 1579 7. Contract Volume Minimum : The volume (in cubic feet) per operational day, averaged1580 across six (6) days per week, and measured across each Operating Period that is guaranteed1581 by the Postal Service for the Day Network1582 1583 8. Contracting Officer : The person executing this contract on behalf of the Postal Service and1584 any other officer or employee who is a properly designated Contracting Officer; the term1585 includes, except as otherwise provided in the contract, the authorized representative of a1586 Contracting Officer acting within the limits of the authority conferred upon that person.1587 1588 9. Contracting Officer’s Representative (COR) : A person who acts within the limits of1589 authority delegated by the Contracting Officer.1590 1591 10. Contingency Handling Units: Handling Units entered into the transportation network without1592 an appropriate D&R tag. These Handling Units are subsequently processed at the aviation1593 supplier’s hub through the re-labeling process.1594 1595 11. Dangerous Goods (Hazardous Material): Articles or substances which are capable of1596 posing a significant risk to health, safety or to property when transported by air and which are1597 classified according to Section 3 (Classification) of the International Air Transport Association1598 (IATA) Dangerous Good Regulations, regardless of variations, exceptions, exemptions, or1599 limited quantity allowances.1600 1601 12. Day Network : Planned network that operates Tuesday through Sunday primarily for the1602 transportation of the Priority and First Class Mail.1603

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Part 3: Contract Clauses 1604 13. Delivery : The hand-off, at a destination Service Point, of all mail to the Postal Service in1605 accordance with contract requirements.1606 1607 14. Delivery Scan : A scan performed by the aviation supplier that indicates that the aviation1608 supplier has tendered volume to the Postal Service. In instances where a Delivery Scan is1609 indicated by a combination of evidence of any scan performed by the aviation supplier and a1610 CARDIT 3 from the THS indicating delivery of the Handling Unit to the third party ground1611 handler, the time indicated for the latest ULD tendered on that Operating Day will be used for1612 the purposes of determining service performance and associated payment reductions1613 described in Part 1: Statement of Work; Performance Requirements and Measurement and1614 Part 1: Statement of Work; Reduction of Payment .1615 1616 15. D&R (Dispatch and Routing) Tag: Bar coded tag that identifies the origin and destination1617 airports, mail class, Handling Unit weight, and the assigned network air carrier.1618 1619 16. Exception Sort Scan : A Hub Scan performed on mail Handling Units that require re-labeling1620 due to a missing or unreadable D&R tag.1621 1622 17. Express Mail : As defined in the U.S. Postal Service Domestic Mail Manual.1623 1624 18. Failure to Load : A failure to accept and load mail as specified in the contract.1625 1626 19. Failure to Protect : Is a failure to protect and safeguard mail from depredation, rifling,1627 inclement weather, mistreatment, or other hazard while in the aviation supplier’s control.1628 1629 20. Failure to Protect Postal Service Equipment : A failure to protect, return or safeguard1630 Postal Service provided equipment. This includes MTE and Postal provided scanning1631 equipment (if supplied by the Postal Service).1632 1633 21. First-Class Mail : As defined in the U.S. Postal Service Domestic Mail Manual.1634 1635 22. Feeder: An aircraft normally used for local transport (for carriage of cargo and / or containers)1636 to and from locations not scheduled to be serviced by primary aircraft from a hub, directly1637 connecting these locations to a hub.1638 1639 23. Ground Handling : Handling of mail, including unloading of mail from aircraft or ground1640 vehicles, drayage, staging of mail, and loading of mail on receiving aircraft or ground vehicles.1641 1642 24. Handling Unit : A piece of mail (an outside) or a receptacle (such as loose sacks, pouches,1643 trays, flat tubs) that contains multiple pieces of mail which is individually processed.1644 1645 25. Hex84: Type of scan for a handling unit or piece that is sent to the incorrect Hub.1646 1647 26. Hub : A central sort facility that supports multiple markets via air and ground networks on a1648 regional or national level by means of connecting flights and ground transportation.1649 1650 27. Hub Sort Scan: A scan performed by the aviation supplier at a hub location.1651 1652 28. Line Haul : Transporting mail by air between origin and destination locations.1653 1654 29. Live Animals : Animals accepted by the Postal Service in accordance with Chapter 601.9.3 of1655 the Domestic Mail Manual.1656 1657 30. Mail : Product that carries U.S. postage and the receptacles in which it is tendered for1658 transportation. The term includes supplies and empty mail transportation equipment of the1659 U.S. Postal Service.1660

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Part 3: Contract Clauses 1661 31. Mail Bags : Postal Service bags which are used by the Postal Service in the transportation of1662 mail.1663 1664 32. Mis-delivered : Any mail delivered to the wrong destination. This includes, but is not limited1665 to, mail placed in the wrong ULD, ULDs loaded onto an incorrect flight or truck, and ULDs1666 incorrectly placarded.1667 1668 33. Mixed Container : A Unit Load Device (ULD) containing mail for multiple destinations that1669 requires sortation at the aviation supplier hub.1670 1671 34. Nest Scan : The scan that associates the Handling Unit with the ULD (air container).1672 1673 35. Night Network : Planned network that operates Monday through Friday, primarily for the1674 transportation of Express Mail.1675 1676 36. Operating Period : A scheduled period ranging from four (4) to five (5) weeks as agreed1677 between the Postal Service and aviation supplier.1678 1679 37. Operating Period Volume Minimum : The volume minimum resulting from the Planned1680 Capacity established through the Ordering Process for the Day and Night Networks.1681 1682 38. Overflow Mail : Mail that is tendered in excess of the Planned Capacity.1683 1684 39. Outsides : Individual mail piece, with dimensions no greater than 108 inches in combined1685 length and girth and with no single dimension greater than 84 inches which is not otherwise1686 containerized and must be processed as a Handling Unit.1687 1688 40. Package: Any box or envelope that is accepted by the Postal Service for delivery to a1689 consignee.1690 1691 41. Payment Week: The period each week of an Operating Period between 00:00 Saturday and1692 23:59 Friday.1693 1694 42. Perishables: Those items which are susceptible to decay, spoilage or destruction.1695 1696 43. Planned Capacity : Volume that the parties have agreed to by way of the Ordering Process1697 for the Day and Night Networks.1698 1699 44. Possession Scan: A scan performed by the aviation supplier that indicates the aviation1700 supplier has accepted the volume from the Postal Service.1701 1702 45. Priority Mail : Priority Mail and First-Class zone rated (Priority) mail as defined in the U.S.1703 Postal Service Domestic Mail Manual, Chapter 3, Section 314.1704 1705 46. Registered Mail : A mail piece which is mailed in accordance with the requirements of1706 Chapter 501.2.0 of the Domestic Mail Manual. Registered Mail provides added protection for1707 valuable or important mail. Registered Mail provides a receipt to the sender, special security1708 between shipment points, a record of acceptance and delivery maintained by the Postal1709 Service and, at the option of the mailer and for an additional fee, indemnity in case of loss or1710 damage.1711 1712 47. Re-Possessed: Regain possession of assigned mail.1713 1714 48. Required Delivery Time (RDT) : The latest delivery time to the Postal Service as indicated in1715 Attachment 3: Operating Plan, Day Network , and Attachment 4: Operating Plan, Night1716 Network.1717

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Part 3: Contract Clauses 1718 49. Service Point : The physical location at which the aviation supplier must hand-off mail to the1719 Postal Service or its duly appointed agent as specified in Attachment 3: Operating Plan, Day1720 Network, and Attachment 4: Operating Plan, Night Network.1721 1722 50. Special Holiday Sort : A limited Day Network Sort operating on a Monday of a week prior to1723 or during which a widely observed holiday occurs. The day of a Special Holiday Sort will not1724 be considered an Operating Day.1725 1726 51. Target Planned Capacity : The Average Daily Volume (ADV) in cubic feet as shown in1727 Attachment 18 (currently [*] which is subject to change as provided herein).1728 1729 52. Tender : The drop-off, at an origin Service Point, of mail assigned by the Postal Service to the1730 aviation supplier.1731 1732 53. Tender Point : The physical location at which the Postal Service or its duly appointed agent1733 provides mail to the aviation supplier.1734 1735 54. Tender Time : The latest time at which the aviation supplier is required to accept mail from1736 the Postal Service at an origin Service Point in accordance with contract requirements.1737 1738 55. Terminal Handling : The receipt, scanning, sorting, delivery and / or tug and dolly1739 transportation of mail tendered under this contract.1740 1741 56. Trans Log File: The Postal Service data file that contains, for each D&R Tag, the actual1742 weight, origin, and destination market for each Handling Unit.1743 1744 57. Transportation Payment: : Four items are included in the Transportation Payment:1745 a. Non-Fuel Line Haul1746 b. Fuel Line Haul1747 c. Aircraft Ground Handling1748 d. Scanning1749 1750 58. Trucking Location: Those Service Points to which mail volume is transported via highway.1751 1752 59. Unit Load Device (ULD) : Airline container or pallet provided by the aviation supplier1753 1754 1755 ClauseB-3:ContractType(March2006)(Tailored)1756 This Contract is a fixed-price, indefinite quantity with adjustments contract for the purchase of1757 commercial services pursuant to 39 Code of Federal Regulations, Part 601 et seq.1758 1759 This is not a requirements-type contract.1760 1761 1762 ClauseB-9:ClaimsandDisputes(March2006)(Tailored)1763 a. This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 601-613) (“the Act” or1764 “CDA”).1765 1766 b. Except as provided in the Act, all disputes arising under or relating to this contract must be1767 resolved under this clause.1768 1769 c. “Claim,” as used in this clause, means a written demand or written assertion by one of the1770 contracting parties seeking, as a matter of right, the payment of money in a sum certain, the1771 adjustment or interpretation of contract terms, or other relief arising under or relating to this1772 contract. However, a written demand or written assertion by the aviation supplier seeking the1773 payment of money exceeding $100,000 is not a claim under the Act until certified as required * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 3: Contract Clauses 1774 by subparagraph d.2 below. A voucher, invoice, or other routine request for payment that is1775 not in dispute when submitted is not a claim under the Act. The submission may be converted1776 to a claim under the Act by complying with the submission and certification requirements of1777 this clause, if it is disputed either as to liability or amount is not acted upon in a reasonable1778 time.1779 1780 d. 1781 1. A claim by the aviation supplier must be made in writing and submitted to the1782 Contracting Officer for a written decision. A claim by the Postal Service against the1783 aviation supplier is subject to a written decision by the Contracting Officer.1784 1785 2. For aviation supplier claims exceeding $100,000, the aviation supplier must submit1786 with the claim the following certification:1787 1788 “I certify that the claim is made in good faith, that the supporting data are1789 accurate and complete to the best of my knowledge and belief, that the1790 amount requested accurately reflects the contract adjustment for which the1791 aviation supplier believes the Postal Service is liable, and that I am duly1792 authorized to certify the claim on behalf of the aviation supplier.”1793 1794 3. The certification may be executed by any person duly authorized to bind the aviation1795 supplier with respect to the claim.1796 1797 e. For aviation supplier claims of $100,000 or less, the Contracting Officer must, if requested in1798 writing by the aviation supplier, render a decision within 60 days of the request. For aviation1799 supplier-certified claims over $100,000, the Contracting Officer must, within 60 days, decide1800 the claim or notify the aviation supplier of the date by which the decision will be made.1801 1802 f. The Contracting Officer’s decision is final unless the aviation supplier appeals or files a suit as1803 provided in the Act.1804 1805 g. When a CDA claim is submitted by or against an aviation supplier, the parties shall make a1806 good faith attempt to resolve the dispute, including an exchange of relevant information toward1807 a mutual resolution. Accordingly, by mutual consent, the parties may agree to use an1808 alternative dispute resolution (ADR) process to assist in resolving the claim. A certification as1809 described in d (2) of this clause must be provided for any claim, regardless of dollar amount,1810 before ADR is used. If either party declares the matter to be at an impasse, the dispute will be1811 resolved through the CDA process as contemplated by Clause B-9.1812 1813 h. The Postal Service will pay interest in the amount found due and unpaid from:1814 1. The date the Contracting Officer receives the claim (properly certified, if required); or1815 1816 2. The date payment otherwise would be due, if that date is later, until the date of1817 payment.1818 1819 i. Simple interest on claims will be paid at a rate determined in accordance with the Interest1820 clause.1821 1822 j. The aviation supplier must proceed diligently with performance of this contract, pending final1823 resolution of any request for relief, claim, appeal, or action arising under the contract1824 regardless of the initiating party, and comply with any decision of the Contracting Officer.1825 1826 1827 ClauseB-10:PricingofAdjustments(March2006)(Tailored)1828 When costs are a factor in determining any contract price adjustment under the Changes clause, the1829 process set forth in Clause 4-1.c will be followed. For any other provision of this contract, the parties

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Part 3: Contract Clauses 1830 agree to use the process set forth in Attachment 10: Pricing and in the Payment Processing sections1831 of Part 1 for negotiating the adjustment.1832 1833 1834 ClauseB-15:NoticeofDelay(March2006)(Tailored)1835 Immediately upon becoming aware of any difficulties that might delay deliveries under this contract,1836 the aviation supplier will notify the Postal Service in writing. The notification must identify the1837 difficulties, the reasons for them, and the estimated period of delay anticipated. Failure to give notice1838 may preclude later consideration of any request for an extension of contract time.1839 1840 1841 ClauseB-22:Interest(March2006)(Tailored)1842 The Postal Service will pay interest on late payments and unearned prompt payment discounts in1843 accordance with the Prompt Payment Act, 31 U.S.C. 3901 et. seq., as amended by the Prompt1844 Payment Act Amendments of 1988, P.L. 100-496. The aviation supplier will pay interest on any1845 payment to the Postal Service at a rate equivalent to the prevailing Contract Disputes Act interest rate.1846 1847 1848 ClauseB-25:AdvertisingofContractAwards(March2006)1849 Except with the Contracting Officer’s prior approval, the aviation supplier agrees not to refer in its1850 commercial advertising to the fact that it was awarded a Postal Service contract or to imply in any1851 manner that the Postal Service endorses its products.1852 1853 1854 ClauseB-30:PermitsandResponsibilities(March2006)(Tailored)1855 The aviation supplier is responsible, without additional expense to the Postal Service, for obtaining1856 any necessary licenses and permits, and for complying with any applicable federal, state, and1857 municipal laws, codes, and regulations in connection with the performance of the contract. The1858 aviation supplier is responsible for all damage to persons or property, including environmental damage1859 that occurs as a result of its omission(s) or negligence. While in performance of the contract, the1860 aviation supplier must take proper safety and health precautions to protect the work, the workers, the1861 public, the environment, and the property of others.1862 1863 1864 ClauseB-39:Indemnification(March2006)(Tailored)1865 The aviation supplier must save harmless and indemnify the Postal Service and its officers, agents,1866 representatives, and employees from all claims, losses, damage, actions, causes of action, expenses,1867 and/or liability resulting from, brought forth, or on account of any personal injury or property damage1868 received or sustained by any person, persons, or property growing out of, occurring, or attributable to1869 any work performed under or related to this contract, resulting in whole or in part from negligent acts or1870 omissions of the aviation supplier, any subcontractor of the aviation supplier, or any employee, agent,1871 or representative of the aviation supplier or of the aviation supplier’s subcontractor.1872 1873 The Postal Service must save harmless and indemnify the aviation supplier and its officers, agents,1874 representatives, and employees from all claims, losses, damage, actions, causes of action, expenses,1875 and / or liability resulting from, brought forth, or on account of any personal injury or property damage1876 received or sustained by any person, persons, or property growing out of, occurring, or attributable to1877 any work performed under or related to this contract, resulting in whole or in part from negligent acts or1878 omissions of the Postal Service, or any employee, agent, or representative of the Postal Service.1879 1880 1881 ClauseB-45:OtherContracts(March2006)(Tailored)1882 The Postal Service may award other contracts for additional work, and the aviation supplier must1883 cooperate fully with the other aviation suppliers and Postal Service employees. The aviation supplier

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Part 3: Contract Clauses 1884 must not commit or permit any act that will interfere with the performance of work by any other aviation1885 supplier or by Postal Service employees.1886 1887 1888 ClauseB-65:AdjustmentstoCompensation(March2006)(Tailored)1889 Contract compensation may be adjusted, from time to time, by mutual agreement of the aviation1890 supplier and the Contracting Officer. No adjustment to compensation will be made for changes arising1891 from Clause 9-10: Service Contract Act or from Clause 9-12: Fair Labor Standards Act and Service1892 Contract Act – Price Adjustment. Adjustments in compensation pursuant to this clause shall be1893 memorialized by formal modification to the contract. All negotiations between the parties shall be1894 conducted with respect to the implied covenant of good faith and fair dealing.1895 1896 1897

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Part 3: Contract Clauses 1898 1899 ClauseB-69:EventsofDefault(March2006)(Tailored)1900 The aviation supplier’s right to perform this contract is subject to termination, in whole or in part, in the1901 event of any of the following events of default.1902 1903 a. The aviation supplier’s failure to perform service according to the terms of the contract;1904 1905 b. If the aviation supplier has been administratively determined to have violated Postal laws and1906 regulations and other laws related to the performance of the service;1907 1908 c. Failure to follow the instructions of the Contracting Officer that fall within the scope of the1909 contract;1910 1911 d. If the aviation supplier transfers or assigns his contract, except as authorized herein, or1912 sublets the whole or a portion of this contract contrary to the applicable provisions of the U.S.1913 Postal Service Supplying Principles and Practices or without any required approval of the1914 Contracting Officer;1915 1916 e. If the aviation supplier combines to prevent others from proposing for the performance of1917 Postal Service contracts;1918 1919 f. If the aviation supplier or corporate officer has been or is, during the term of the contract,1920 convicted of a crime affecting his or her reliability or trustworthiness as a mail transportation1921 aviation supplier, such as any form of fraud or embezzlement that has impacted the Postal1922 Service or the U.S. Government;1923 1924 g. If at any time the aviation supplier, its principal owners, corporate officers or personnel are1925 disqualified by law or regulation from performing services under this contract, and upon notice1926 thereof, the aviation supplier fails to remove any such disqualification;1927 1928 h. If the aviation supplier fails to provide any notification of a change in corporate officers which1929 this contract may require; or1930 1931 i. If the aviation supplier materially breaches any other requirement or clause of this contract.1932 1933 1934 ClauseB-75:AccountabilityoftheAviationSupplier(Non-Highway)(March1935 2006)(Tailored)1936 a. The aviation supplier shall supervise its operations and the operations of its subcontractors1937 that provide services under this contract personally or through representatives. The aviation1938 supplier or its supervising representatives must be easily accessible in the event of1939 emergencies or interruptions in service.1940 1941 b. In all cases, the aviation supplier shall be liable to the Postal Service for the Postal Service’s1942 damages if mail is subject to loss, rifling, damage, wrong delivery, depredation, and other1943 mistreatment while in the custody and control of the aviation supplier or its subcontractors.1944 The aviation supplier shall also be accountable and answerable in damages for the faithful1945 performance of all other obligations assumed under this contract, whether or not it has1946 entrusted part or all of its performance to another, except for any failure to perform that is1947 excused by the Force Majeure clause of this contract.1948 1949 c. The aviation supplier shall faithfully account for and deliver to the Postal Service all:1950 1. Mail,1951 2. Moneys, and1952 3. Other property of any kind belonging to or entrusted to the care of the Postal Service,1953 that come into the possession of the aviation supplier during the term of this contract.

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Part 3: Contract Clauses 1954 1955 d. The aviation supplier shall, promptly upon discovery, refund (i) any overpayment made by the1956 Postal Service for service performed, or (ii) any payment made by the Postal Service for1957 service not rendered.1958 1959 1960 ClauseB-77:ProtectionoftheMail(Non-Highway)(March2006)(Tailored)1961 The aviation supplier must protect and safeguard the mail from loss, theft, or damage while it is in the1962 aviation supplier’s custody or control, and prevent unauthorized persons from having access to the1963 mail. 1964 1965 a. Classification of Irregularities 1966 The following classifications of irregularities are those that preclude the Postal Service from1967 accomplishing its mission. The damage caused from these irregularities result in actual1968 damage and degradation to its brand, and therefore, is associated with liquidated damages as1969 stated:1970 1971 1. Failure to Protect1972 Failure to protect the mail consists of: failure to protect or safeguard the mail from1973 inclement weather, from damage caused by the mechanized sort, from acts of the1974 aviation supplier’s employees or contractors, and from loss, depredation, or other1975 hazards while in the control or custody of the aviation supplier.1976 1977 2. Theft of Mail 1978 The theft of mail can cause immeasurable damage to the Postal Service, both in1979 terms of actual economic loss to our customers and to the competitive standing of our1980 products and services. The aviation supplier will support law enforcement efforts to1981 prevent theft of mail, and will support enforcement officials in the apprehension of1982 those who may be perpetrating such crimes.1983 1984 b. Damages and Liquidated Damages1985 The following liquidated damages for damaged and unprotected mail are applicable to the1986 associated classifications of irregularities:1987 1988 1. Damaged and Unprotected Mail1989 Liquidated damages may be assessed for damaged and unprotected mail. For1990 purposes of this section, damaged mail will consist of mail pieces whether inside or1991 outside of Postal Service MTE. This category includes but may not be limited to:1992 1993 i. Failure to Protect – Causing Damage to Mail1994 Failure to protect causing physical damage to the U.S. Mail or MTE for which1995 there may be damage assessed equal to the actual costs incurred by the1996 Postal Service necessary to remedy the situation and forward the mail onward1997 to its next processing or delivery operation. Such actual costs may include1998 items such as administrative time at an appropriate hourly rate for1999 documenting the irregular condition and implementing the damage, labor time2000 used to repossess the mail, unpack, sort, dry, repack / repackage, and re-2001 dispatch to a subsequent destination or processing operation.2002 2003 If actual damages are not ascertainable, a liquidated damage may be2004 assessed as follows, taking into account the actual damage that may typically2005 result from such situations:2006 2007 Per Letter Tray: [*] per letter tray2008 Per Flat Tub: [*] per flat tub2009 Per Mail Sack or Pouch: [*] per sack or pouch2010 Per Outside Parcel: [*] per piece * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 3: Contract Clauses 2011 2012 ii. Failure to Protect - Dropped or Abandoned Pouch or Piece2013 When U.S. Mail is discovered unprotected in an unsecured location or on the2014 airport ramp, Liquidated Damages may be assessed at $50.00 per incident.2015 2016 c. Investigative Costs for Theft of Mail2017 In cases where a mail theft is committed by the aviation supplier’s or its subcontractor’s2018 personnel, actual investigative costs to the U.S. Postal Inspection Service and/or the Office of2019 the Inspector General may be assessed as actual damages. These costs will be reasonably2020 determined and may begin accruing only when a specific investigation begins on the basis of2021 probable cause. The costs of routine surveillance not associated with a specific theft or series2022 of thefts will not be assessed. In addition to allocable investigative expenses, the Postal2023 Service may assess actual damages for loss of product value resulting from insurance claims2024 where payouts to postal customers can be traced to the incident(s).2025 2026 In addition to the above, in cases where mail theft occurs and the Postal Service determines2027 that the aviation supplier’s failure to properly execute the mail handling employee screening2028 requirements set forth in the Contract was a proximate cause of the theft, and that by reason2029 of the theft it is necessary to conduct a complete audit of the aviation supplier’s adherence to2030 the screening requirements with respect to the employment of other employees subject to2031 those requirements, the Postal Service may assess an administrative damage in the amount2032 of $5,000 in lieu of actual costs associated with that audit.2033 2034 Depending upon the circumstances of the incident, the Vice President, Network Operations, in2035 consultation with the Postal Inspection Service or Office of the Inspector General, and the2036 Contracting Officer, may determine that damages pursuant to this section are not appropriate,2037 and may waive all or a portion of the amounts that may otherwise be due the Postal Service2038 hereunder. Factors such as the seriousness of the misconduct, the aviation supplier’s level of2039 cooperation in investigations, implementing corrective actions, and efforts directed at loss2040 recovery will be considered in reaching that determination.2041 2042 2043 ClauseB-80:LawsandRegulationsApplicable(March2006)(Tailored)2044 This contract and the services performed under it are subject to all applicable federal, state, and local2045 laws and regulations. The aviation supplier assumes sole responsibility to faithfully discharge all2046 duties and obligations imposed by such laws and regulations, and shall obtain and pay for all permits,2047 licenses, and other authorities required to perform this contract. The aviation supplier shall hold2048 harmless, save, and defend the Postal Service from any consequence of the aviation supplier’s failure2049 to abide by all applicable federal, state, and local laws and regulations (including but not limited to2050 regulations promulgated by the DOL and IRS) relating to the contract and throughout the term of the2051 contract and any subsequent renewal periods.2052 2053 2054 ClauseB-81:InformationorAccessbyThirdParties(March2006)(Tailored)2055 The Postal Service retains exclusive authority to release any or all information about mail matter in the2056 custody of the aviation supplier and to permit access to that mail in the custody of the aviation2057 supplier. All requests by non-postal individuals for information about mail matter in the custody of the2058 aviation supplier or for access to mail in the custody of the aviation supplier must be referred to the2059 Contracting Officer or his or her designee.2060 2061 2062 ClauseB-82:AccessbyOfficials(March2006)(Tailored)2063 The aviation supplier shall deny access to the cargo compartment of aircrafts or a vehicle containing2064 mail therein to state or local officials except at a postal facility or in the presence of a postal employee2065 or a Postal Inspection Service officer, unless to prevent immediate damage to the aircraft, vehicle, or2066 their contents. If authorized Federal law enforcement seeks access to the cargo compartment of

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Part 3: Contract Clauses 2067 aircrafts or vehicles contained mail therein, the aviation supplier shall notify the Postal Inspection2068 Service before permitting access, unless to prevent immediate damage to the aircraft, vehicle, or their2069 contents.2070 2071 2072 Clause1-1:PrivacyProtection(July2007)2073 In addition to other provisions of this contract, the aviation supplier agrees to the following:2074 a. Privacy Act . If the aviation supplier operates a system of records on behalf of the Postal2075 Service, the Privacy Act (5 U.S.C. 522a) and Postal Service regulations at 39 CFR Parts 266-2076 267 apply to those records. The aviation supplier is considered to operate a system of2077 records if it manages records (including collecting, revising, or disseminating records) from2078 which information is retrieved by the name of an individual or by some number, symbol, or2079 other identifier assigned to the individual. The aviation supplier agrees to comply with the Act2080 and the Postal Service regulations in designing, developing, and operating the system of2081 records, including ensuring that records are current and accurate for their intended use, and2082 incorporating adequate safeguards to prevent misuse or improper disclosure of personal2083 information. Violations of the Act may subject the violator to criminal penalties.2084 2085 b. Customer or Employee Information . If the aviation supplier has access to Postal Service2086 customer or employee information, including address information, whether collected online or2087 offline by the Postal Service or by a aviation supplier acting on its behalf, the aviation supplier2088 must comply with the following:2089 2090 1. General . With regard to the Postal Service customer information to which it has access2091 pursuant to this contract, the aviation supplier has that access as an agent of the Postal2092 Service and must adhere to its postal privacy policy at2093 www.usps.com/common/docs/privpol.htm .2094 2095 2. Use, Ownership, and Nondisclosure . The aviation supplier may use Postal Service2096 customer or employee information solely for purposes of this contract, and may not collect2097 or use such information for non-Postal Service marketing, promotion, or any other2098 purpose without the prior written approval of the Contracting Officer. The aviation supplier2099 must restrict access to such information to those employees who need the information to2100 perform work under this contract, and must ensure that each such employee (including2101 subcontractors’ employees) sign a nondisclosure agreement, in a form suitable to the2102 Contracting Officer, prior to being granted access to the information. The Postal Service2103 retains sole ownership and rights to its customer or employee information. Unless the2104 contract states otherwise, upon completion of the contract, the aviation supplier must turn2105 over all Postal Service customer or employee information in its possession to the Postal2106 Service, and must certify that no Postal Service customer or employee information has2107 been retained unless otherwise authorized in writing by the Contracting Officer.2108 2109 3. Security Plan . When applicable, and unless waived in writing by the Contracting Officer,2110 the aviation supplier must work with the Postal Service to develop and implement a2111 security plan that addresses the protection of customer or employee information. The2112 plan will be incorporated into the contract and followed by the aviation supplier, and must,2113 at a minimum, address notification to the Postal Service of any security breach. If the2114 contract does not include a security plan at the time of contract award, it must be added2115 within 60 days after contract award.2116 2117 4. Breach Notification . If there is a breach of any nature in the security of Postal Service2118 data, including customer or employee data, the aviation supplier must follow the breach2119 notification requirements included in the security plan discussed in (3) above. The aviation2120 supplier will be required to follow Postal Service policies regarding breach notification to2121 customers and/or employees.2122

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Part 3: Contract Clauses 2123 5. Legal Demands for Information . If a legal demand is made for Postal Service customer or2124 employee information (such as by subpoena), the aviation supplier must immediately2125 notify the Contracting Officer and the nearest office of the Postal Inspection Service. After2126 notification, the Postal Service will determine whether and to what extent to comply with2127 the legal demand. Should the Postal Service agree to or unsuccessfully resist a legal2128 demand, the aviation supplier may, with the written permission of the Contracting Officer,2129 release the information specifically demanded.2130 2131 c. Online Assistance . If the aviation supplier assists in the design, development, or operation of2132 a Postal Service customer Web site, or if it designs or places an ad banner, button, or link on2133 a Postal Service Web site or any Web site on the Postal Service’s behalf, the aviation supplier2134 must comply with the limitations in subparagraph b (1) above relating to ad banners, buttons,2135 or links, and the use of cookies, web beacons, or other web analysis tools. Exceptions to2136 these limitations require the prior written approval of the Contracting Officer and the Postal2137 Service’s chief privacy officer.2138 2139 d. Marketing E-Mail . If the aviation supplier assists the Postal Service in conducting a marketing2140 e-mail campaign, the aviation supplier does so as an agent of the Postal Service and must2141 adhere to the Postal Service policies set out in Postal Service Management Instruction AS-2142 350-2004-4, Marketing E-mail. Aviation suppliers wishing to conduct marketing email2143 campaigns to postal employees must first obtain the prior written approval of the Contracting2144 Officer.2145 2146 e. Audits . The Postal Service may audit the aviation supplier’s compliance with the requirements2147 of this clause, including through the use of online compliance software.2148 2149 f. Indemnification . The aviation supplier will indemnify the Postal Service against all liability2150 (including costs and fees) for damages arising out of violations of this clause.2151 2152 g. Flow-down . The aviation supplier will flow this clause down to subcontractors that would be2153 covered by any portion of this clause if they were the aviation supplier.2154 2155 2156 Clause1-5:GratuitiesorGifts(March2006)2157 a. The Postal Service may terminate this contract for default if, after notice and a hearing, the2158 Postal Service Board of Contract Appeals determines that the aviation supplier or the aviation2159 supplier’s agent or other representative:2160 1. Offered or gave a gratuity or gift (as defined in 5 CFR 2635) to an officer or employee2161 of the Postal Service; and2162 2. Intended by the gratuity or gift to obtain a contract or favorable treatment under a2163 contract.2164 2165 b. The rights and remedies of the Postal Service provided in this clause are in addition to any2166 other rights and remedies provided by law or under this contract.2167 2168 2169 Clause1-6:ContingentFees(March2006)2170 a. The aviation supplier warrants that no person or selling agency has been employed or2171 retained to solicit or obtain this contract for a commission, percentage, brokerage, or2172 contingent fee, except bona fide employees or bona fide, established commercial or selling2173 agencies employed by the aviation supplier for the purpose of obtaining business.2174 2175 b. For breach or violation of this warranty, the Postal Service has the right to annul this contract2176 without liability or to deduct from the contract price or otherwise recover the full amount of the2177 commission, percentage, brokerage fee, or contingent fee.2178

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Part 3: Contract Clauses 2179 2180 Clause1-11:ProhibitionAgainstContractingwithFormerOfficersorPCES2181 Executives(March2006)(Tailored)2182 During the performance of this contract, former Postal officers or Postal Career Executive Service2183 (PCES) executives are prohibited from employment by the contractor as key personnel, experts or2184 consultants, if such individuals, within two years after their retirement from the Postal Service, would2185 be performing substantially the same duties as they performed during their career with the Postal2186 Service.2187 2188 2189 Clause1-12:UseofFormerPostalServiceEmployees(March2006)(Tailored)2190 During the term of this contract, the aviation supplier must identify any former Postal Service officers2191 or Postal Career Executive Service (PCES) employees it proposes to be engaged, directly or2192 indirectly, in contract performance. Such individuals may not commence performance without the2193 Contracting Officer’s prior approval. If the Contracting Officer does not provide such approval, the2194 aviation supplier must replace the proposed individual former employee with another individual equally2195 qualified to provide the services called for in the contract.2196 2197 2198 Clause2-11:PostalServiceProperty-Fixed-Price(March2006)(Tailored)2199 a. Postal Service-Furnished Property2200 1. The Postal Service will deliver to the aviation supplier, for use in connection with and2201 under the terms of this contract, the property described as Postal Service-furnished2202 property in the Schedule or specifications, together with any related information the2203 aviation supplier may request that may reasonably be required for the intended use of2204 the property (hereinafter referred to as “Postal Service-furnished property”).2205 2206 2. The contract delivery or performance dates are based on the expectation that Postal2207 Service-furnished property suitable for use (except for property furnished “as is”) will2208 be delivered at the times stated in the Schedule or, if not so stated, in sufficient time to2209 enable the aviation supplier to meet these delivery or performance dates. If Postal2210 Service-furnished property is not delivered by these times, the Contracting Officer will,2211 upon timely written request from the aviation supplier, make a determination of any2212 delay occasioned the aviation supplier and will equitably adjust the delivery or2213 performance dates or the contract price, or both, and any other contractual provision2214 affected by the delay, in accordance with the Changes clause.2215 2216 3. Except for Postal Service-furnished property furnished “as is,” if the Postal Service-2217 furnished property is received in a condition not suitable for its intended use, the2218 aviation supplier must notify the Contracting Officer and (as directed by the2219 Contracting Officer) either (a) return it at the expense of the Postal Service or2220 otherwise dispose of it, or (b) effect repairs or modifications. Upon the completion of2221 (a) or (b), the Contracting Officer (upon written request from the aviation supplier) will2222 equitably adjust the delivery or performance dates or the contract price, or both, and2223 any other affected contractual provision, in accordance with the Changes clause.2224 2225 4. The provisions for adjustment in this paragraph a are exclusive, and the Postal2226 Service is not liable to suit for breach of contract by reason of any delay in delivery of2227 Postal Service-furnished property or its delivery in a condition not suitable for its2228 intended use.2229 2230 b. Changes in Postal Service-Furnished Property2231 1. By written notice, the Contracting Officer may (a) decrease the property provided or to2232 be provided by the Postal Service under this contract, or (b) substitute other Postal2233 Service-owned property for the property to be provided by the Postal Service, or to be2234 acquired by the aviation supplier for the Postal Service under this contract. The

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Part 3: Contract Clauses 2235 aviation supplier must promptly take any action the Contracting Officer may direct2236 regarding the removal and shipping of the property covered by this notice.2237 2238 2. In the event of any decrease in or substitution of property pursuant to subparagraph2239 b.1 above, or any withdrawal of authority to use property provided under any other2240 contract or lease, which property the Postal Service had agreed in the Schedule to2241 make available for the performance of this contract, the Contracting Officer, upon the2242 aviation supplier’s written request (or - if substitution causes a decrease in the cost of2243 performance - on the Contracting Officer’s own initiative), will equitably adjust any2244 contractual provisions affected by the decrease, substitution, or withdrawal, in2245 accordance with the Changes clause.2246 2247 c. Use of Postal Service Property . The Postal Service property, unless otherwise provided in2248 this contract or approved by the Contracting Officer, must be used only for performing this2249 contract.2250 2251 d. Utilization, Maintenance, and Repair of Postal Service Property . The aviation supplier must2252 maintain and administer, in accordance with sound industrial practice, a program or system for2253 the utilization, maintenance, repair, protection, and preservation of Postal Service property2254 until it is disposed of in accordance with this clause. If any damage occurs to Postal Service2255 property, the risk of which has been assumed by the Postal Service under this contract, the2256 Postal Service will replace the items or the aviation supplier must make such repairs as the2257 Postal Service directs; provided, however, that if the aviation supplier cannot effect these2258 repairs within the time required, the aviation supplier will dispose of the property in the manner2259 directed by the Contracting Officer. The contract price includes no compensation to the2260 aviation supplier for performing any repair or replacement for which the Postal Service is2261 responsible, and an equitable adjustment will be made in any contractual provisions affected2262 by such repair or replacement made at the direction of the Postal Service, in accordance with2263 the Changes clause. Any repair or replacement for which the aviation supplier is responsible2264 under the provisions of this contract must be accomplished by the aviation supplier at the2265 aviation supplier’s own expense.2266 2267 e. Risk of Loss . Unless otherwise provided in this contract, the aviation supplier assumes the2268 risk of, and becomes responsible for, any loss or damage to Postal Service property provided2269 under this contract upon its delivery to the aviation supplier or upon passage of title to the2270 Postal Service as provided in paragraph i below, except for reasonable wear and tear and2271 except to the extent that it is consumed in performing this contract.2272 2273 f. Access . The Postal Service, and any persons designated by it, must at reasonable times2274 have access to premises where any Postal Service property is located, for the purpose of2275 inspecting it.2276 2277 g. Final Accounting for and Disposition of Postal Service Property . Upon completion, or at such2278 earlier dates as may be fixed by the Contracting Officer, the aviation supplier must submit, in a2279 form acceptable to the Contracting Officer, inventory schedules covering all items of Postal2280 Service property not consumed in performing this contract (including any resulting scrap) or2281 not previously delivered to the Postal Service, and will prepare for shipment, deliver f.o.b.2282 origin, or dispose of this property, as the Contracting Officer may direct or authorize. The net2283 proceeds of disposal will be credited to the contract price or will be paid in such other manner2284 as the Contracting Officer may direct.2285 2286 h. Restoration of Aviation Supplier’s Premises and Abandonment . Unless otherwise provided in2287 this contract, the Postal Service:2288 1. May abandon any Postal Service property in place, whereupon all obligations of the2289 Postal Service regarding it will cease; and2290

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Part 3: Contract Clauses 2291 2. Has no obligation with regard to restoration or rehabilitation of the aviation supplier’s2292 premises, either in case of abandonment, disposition on completion of need or of the2293 contract, or otherwise, except for restoration or rehabilitation costs properly included2294 in an equitable adjustment under paragraph b or e above.2295 2296 i. Title .2297 1. Title to all Postal Service-furnished property remains in the Postal Service. To define2298 the obligations of the parties under this clause, title to each item of facilities, special2299 test equipment, or special tooling (other than that subject to a special-tooling clause)2300 acquired by the aviation supplier on behalf of the Postal Service under this contract2301 will pass to and vest in the Postal Service when its use in the performance of this2302 contract begins, or upon payment for it by the Postal Service, whichever is earlier,2303 whether or not title was previously vested.2304 2305 2. Title to all material purchased by the aviation supplier for whose cost the aviation2306 supplier is entitled to be reimbursed as a direct item of cost under this contract will2307 pass to and vest in the Postal Service upon delivery of the material to the aviation2308 supplier by the vendor.2309 2310 3. Title to other material whose cost is reimbursable to the aviation supplier under this2311 contract will pass to and vest in the Postal Service upon:2312 a) Its issuance for use in the performance of this contract; or2313 b) Reimbursement of its cost by the Postal Service, whichever occurs first.2314 2315 4. All Postal Service-furnished property, together with all property acquired by the2316 aviation supplier, title to which vests in the Postal Service under this subsection i, is2317 subject to the provisions of this clause and is hereinafter collectively referred to as2318 “Postal Service property.” Title to Postal Service property is not affected by its2319 incorporation into or attachment to any property not owned by the Postal Service, nor2320 does Postal Service property become a fixture or lose its identity as personal property2321 by being attached to any real property.2322 2323 2324 Clause2-22:ValueEngineeringIncentive(March2006)2325 a. General.2326 The right of each party to improve its own methods for its own benefit, absent a change to the2327 obligations of the other party which requires an modification to this Contract, and to retain2328 such savings for itself is not affected by this clause.2329 2330 The aviation supplier is encouraged to develop and submit Value Engineering Change2331 Proposals (VECPs) voluntarily. The aviation supplier will share in savings realized from an2332 accepted VECP as provided in paragraph (h) below. No document submitted by the aviation2333 supplier shall be considered to be a VECP unless the aviation supplier specifically marks on2334 the document that it is to be considered a VECP and contains a statement that the aviation2335 supplier intends the document to be a VECP subject to the provisions of this Clause of the2336 Contract.2337 2338 b. Definitions2339 1. Value Engineering Change Proposal (VECP). A proposal that:2340 i. Requires a change to the instant contract;2341 ii. Results in savings to the instant contract; and2342 iii. Does not involve a change in:2343 a) Deliverable end items only;2344 b) Test quantities due solely to results of previous testing under the instant2345 contract;or2346 c) Contract type only.2347

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Part 3: Contract Clauses 2348 2. Instant Contract. The contract under which a VECP is submitted. It does not include2349 additional contract quantities.2350 2351 3. Additional Contract Quantity. An increase in quantity after acceptance of a VECP due2352 to contract modification, exercise of an option, or additional orders (except orders2353 under indefinite-delivery contracts within the original maximum quantity limitations).2354 2355 4. Postal Service Costs. Costs to the Postal Service resulting from developing and2356 implementing a VECP, such as net increases in the cost of testing, operations,2357 maintenance, logistics support, or property furnished. Normal administrative costs of2358 processing the VECP are excluded.2359 2360 5. Instant Contract Savings. The estimated cost of performing the instant contract2361 without implementing a VECP minus the sum of: (a) the estimated cost of2362 performance after implementing the VECP, and (b) Postal Service costs.2363 2364 6. Additional Contract Savings. The estimated cost of performance or delivering2365 additional quantities without the implementation of a VECP minus the sum of (a) the2366 estimated cost of performance after the VECP is implemented and (b) Postal Service2367 cost.2368 2369 7. Aviation Supplier’s Development and Implementation Costs. Aviation supplier’s cost2370 in developing, testing, preparing, and submitting a VECP. Also included are the2371 aviation supplier’s cost to make the contractual changes resulting from the Postal2372 Service acceptance of the VECP.2373 2374 c. Content. A VECP must include the following:2375 2376 1. A description of the difference between the existing contract requirement and that2377 proposed, the comparative advantages and disadvantages of each, a justification2378 when an item’s function or characteristics are being altered, the effect of the change2379 on the end item’s performance, and any pertinent objective test data.

2380 2381 2. A list and analysis of the contract requirements that must be changed if the VECP is2382 accepted, including any suggested specification revisions.

2383 2384 3. A separate, detailed cost estimate for: (a) the affected portions of the existing contract2385 requirement and, (b) the VECP. The cost reduction associated with the VECP must2386 take into account the aviation supplier’s allowable development and implementation2387 costs.

2388 2389 4. A description and estimate of costs the Postal Service may incur in implementing the2390 VECP, such as test and evaluation and operating and support costs.

2391 2392 5. A prediction of any effects the proposed change would have on Postal Service costs.2393 2394 6. A statement of the time by which a contract modification accepting the VECP must be2395 issued in order to achieve the maximum cost reduction, noting any effect on the2396 contract completion time or delivery schedule.

2397 2398 7. Identification of any previous submissions of the VECP to the Postal Service,2399 including the dates submitted, purchasing offices, contract numbers, and actions2400 taken.

2401 2402 d. Submission. The aviation supplier must submit VECPs to the Contracting Officer.2403 2404 e. Postal Service Action

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Part 3: Contract Clauses 2405 2406 1. The Contracting Officer will give the aviation supplier written notification of action2407 taken on a VECP within 60 days after receipt. If additional time is needed, the2408 Contracting Officer will notify the aviation supplier, within the 60-day period, of the2409 expected date of a decision. The Postal Service will process VECPs expeditiously but2410 will not be liable for any delay in acting upon a VECP.2411 2412 2. If a VECP is not accepted, the Contracting Officer will so notify the aviation supplier,2413 explaining the reasons for rejection.2414 2415 f. Withdrawal. The aviation supplier may withdraw a VECP, in whole or in part, at any time

2416 before its acceptance.2417 2418 g. Acceptance2419 2420 1. Acceptance of a VECP, in whole or in part, will be by execution of a supplemental2421 agreement modifying this contract and citing this clause. If agreement on price (see2422 paragraph h below) is reserved for a later supplemental agreement, and if such2423 agreement cannot be reached, the disagreement is subject to the Claims and2424 Disputes clause of this contract, or another clause of the contract dealing with2425 disputes.2426 2427 2. Until a VECP is accepted by contract modification, both parties must perform in2428 accordance with the existing contract.2429 2430 3. The Contracting Officer’s decision to accept or reject all or any part of a VECP is final2431 and not subject to the Claims and Disputes clause or otherwise subject to litigation2432 under the Contract Disputes Act of 1978.2433 2434 h. Sharing. If a VECP is accepted, the aviation supplier and the Postal Service shall negotiate2435 their respective shares of the contract savings. The contract savings are calculated by2436 subtracting the estimated cost of performing the contract with the VECP, Postal Service costs,2437 and the allowable development and implementation costs from the estimated cost of2438 performing the contract without the VECP. Profit is excluded when calculating contract2439 savings.2440 2441 i. Data2442 2443 1. The aviation supplier may restrict the Postal Service’s right to use any part of a VECP2444 or the supporting data by marking the following legend on the affected parts:2445 2446 “These data, furnished under the Value Engineering Incentive clause of contract,2447 may not be disclosed outside the Postal Service or duplicated, used, or disclosed,2448 in whole or in part, for any purpose other than to evaluate a value engineering2449 change proposal submitted under the clause. This restriction does not limit the2450 Postal Service’s right to use information contained in these data if it has been2451 obtained or is otherwise available from the aviation supplier or from another2452 source without limitation.”2453 2454 2. If a VECP is accepted, the aviation supplier hereby grants the Postal Service2455 unlimited rights in the VECP and supporting data, except that, with respect to data2456 qualifying and submitted as limited rights technical data, the Postal Service will have2457 the rights specified in the contract modification implementing the VECP and will2458 appropriately mark the data.2459 2460

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Part 3: Contract Clauses 2461 Clause3-1:Small,Minority,andWoman-ownedBusinessSubcontracting2462 Requirements(March2006)2463 a. All aviation suppliers, except small businesses, must submit a subcontracting plan that is2464 specific to this contract and that separately addresses subcontracting with small, minority, and2465 woman-owned businesses. A plan approved by the Postal Service must be included in and2466 made a part of the contract. Lack of an approved plan may make the aviation supplier2467 ineligible for award. A subcontract is defined as any agreement (other than one involving an2468 employer-employee relationship) entered into by a Postal Service aviation supplier or2469 subcontractor calling for supplies or services required for performance of the contract or2470 subcontract.2471 2472 b. The aviation supplier’s subcontracting plan must include the following:2473 1. Goals, in terms of percentages of the total amount of this contract that the aviation2474 supplier will endeavor to subcontract to small, minority, and woman-owned2475 businesses. The aviation supplier must include all subcontracts that contribute to2476 contract performance, and may include a proportionate share of supplies and services2477 that are normally allocated as indirect costs.2478 2479 2. A statement of the:2480 i. Total dollars planned to be subcontracted under this contract; and24812482

ii. Total of that amount planned to be subcontracted to small, minority, and woman-owned businesses.

2483 2484 3. A description of the principal types of supplies and services to be subcontracted under2485 this contract, identifying the types planned for subcontracting to small, minority, and2486 woman-owned businesses.2487 2488 4. A description of the method used to develop the subcontracting goals for this contract.2489 2490 5. A description of the method used to identify potential sources for solicitation purposes2491 and a description of efforts the aviation supplier will make to ensure that small,2492 minority, and woman-owned businesses have an equitable opportunity to compete for2493 subcontracts.2494 2495 6. A statement as to whether the offer included indirect costs in establishing2496 subcontracting goals for this contract and a description of the method used to2497 determine the proportionate share of indirect costs to be incurred with small, minority,2498 and woman-owned businesses.2499 2500 7. The name of the individual employed by the aviation supplier who will administer the2501 subcontracting program and a description of the individual’s duties.2502 2503 8. Assurances that the aviation supplier will require all subcontractors receiving2504 subcontracts in excess of $1,000,000 to adopt a plan similar to the plan agreed to by2505 the aviation supplier.2506 2507 9. A description of the types of records the aviation supplier will maintain to demonstrate2508 compliance with the requirements and goals in the plan for this contract. The records2509 must include at least the following:2510 i. Source lists, guides, and other data identifying small, minority, and woman-2511 owned businesses;2512 ii. Organizations contacted in an attempt to locate sources that are small,2513 minority, and woman-owned businesses;2514 iii. Records on each subcontract solicitation resulting in an award of more than2515 $100,000, indicating whether small, minority, or woman-owned businesses2516 were solicited and if not, why not; and

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Part 3: Contract Clauses 2517 iv. Records to support subcontract award data, including the name, address, and2518 business size of each subcontractor.2519 2520 c. Reports . The aviation supplier must provide reports on subcontracting activity under this2521 contract on a calendar-quarter basis. The report must be one of the types described in Clause2522 3-2, Participation of Small, Minority, and Woman-owned Businesses .2523 2524 2525 Clause3-2:ParticipationofSmall,Minority,andWoman-ownedBusinesses2526 (March2006)2527 a. The policy of the Postal Service is to encourage the participation of small, minority, and2528 woman-owned business in its purchases of supplies and services to the maximum extent2529 practicable consistent with efficient contract performance. The aviation supplier agrees to2530 follow the same policy in performing this contract.2531 2532 b. Subject to the agreement of the aviation supplier and the Postal Service, the aviation supplier2533 will report subcontracting activity on one of the following bases:2534 1. Showing the amount of money paid to subcontractors during the reporting period;2535 2. Showing subcontracting activity that is allocable to this contract using generally2536 accepted accounting practices; or2537 3. A combination of the methods listed above.2538 2539 c. The aviation supplier will submit a report to the Contracting Officer within 15 calendar days2540 after the end of each calendar-year quarter, describing all subcontract awards to small,2541 minority, or woman-owned businesses. The Contracting Officer may require more frequent2542 reports.2543 2544 2545 Clause4-1:GeneralTermsandConditions(July2007)(Tailored)2546 a. Inspection and Acceptance . Not applicable2547 2548 b. Assignment . If this contract provides for payments aggregating $10,000 or more, claims for2549 monies due or to become due from the Postal Service under it may be assigned to a bank,2550 trust company, or other financing institution, including any federal lending agency, and may2551 thereafter be further assigned and reassigned to any such institution. Any assignment or2552 reassignment must cover all amounts payable and must not be made to more than one party,2553 except that assignment or reassignment may be made to one party as agent or trustee for two2554 or more parties participating in financing this contract. No assignment or reassignment will be2555 recognized as valid and binding upon the Postal Service unless a written notice of the2556 assignment or reassignment, together with a true copy of the instrument of assignment, is filed2557 with:2558 1. The Contracting Officer;2559 2. The surety or sureties upon any bond; and2560 3. The office, if any, designated to make payment, and the Contracting Officer has2561 acknowledged the assignment in writing.2562 4. Assignment of this contract or any interest in this contract other than in accordance2563 with the provisions of this clause will be grounds for termination of the contract for2564 default at the option of the Postal Service.2565 2566 c. Changes2567 1. The Contracting Officer may, in writing, without notice to any sureties, order changes2568 within the general scope of this contract in the following:2569 i. Drawings, designs, or specifications when supplies to be furnished are to be2570 specially manufactured for the Postal Service in accordance with them;2571 ii. Statement of work or description of services;2572 iii. Method of shipment or packing;

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Part 3: Contract Clauses 2573 iv. Places of delivery of supplies or performance of services;2574 v. Delivery or performance schedule;2575 vi. Postal Service furnished property or facilities.2576 2577 2. Changes pursuant to the Ordering Process and the Operating Period Volume2578 Minimum sections in Part 1- Statement of Work are not applicable under this clause.2579 2580 3. Any other written or oral order (including direction, instruction, interpretation, or2581 determination) from the Contracting Officer that causes a change will be treated as a2582 change order under this paragraph, provided that the aviation supplier gives the2583 Contracting Officer written notice stating: (a) the date, circumstances, and source of2584 the order and (b) that the aviation supplier regards the order as a change order.2585 2586 4. If any such change affects the cost of performance or the delivery schedule, the2587 contract may be modified to effect an equitable adjustment.2588 2589 5. The aviation supplier’s claim for equitable adjustment must be asserted within 60 days2590 of receiving a written change order, or on a date otherwise agreed to by the parties in2591 writing. A later claim may be acted upon — but not after final payment under this2592 contract — if the Contracting Officer decides that the facts justify such action.2593 2594 6. Failure to agree to any adjustment is a dispute under Clause B-9, Claims and2595 Disputes .2596 2597 d. Reserved2598 2599 e. Reserved2600 2601 f. Reserved2602 2603 g. Invoices2604 The Postal Service intends to certify payment for services based, in part, upon collected2605 scanned data. For services based upon scanned data, the aviation supplier need not submit2606 an invoice for payment. Rather, payment will be automatically processed, on a weekly basis,2607 based on the scan data. In addition, certain supplemental charges (including, but not limited2608 to, charges related to minimum guaranteed volumes, surface transportation, and non-2609 achievement of performance standards) may be assessed under the contract.2610 2611 Any service requiring invoicing must meet the requirements specified herein. The aviation2612 supplier shall submit an original invoice (or electronic invoice if authorized) to the Contracting2613 Officer’s Representative. All invoices must be submitted within ninety (90) days from2614 completion of the service or the applicable Operating Period to be eligible for payment.2615 Invoices received after ninety (90) days from completion of the service or Operating Period will2616 be subject to a 10% deduction or a deduction of $10,000, whichever is less, as a liquidated2617 damage. The aviation supplier shall allow at least twenty-eight (28) calendar days before2618 submitting a second invoice to the Postal Service for the same service.2619 2620 To ensure prompt payment, an original paper invoice (or electronic invoice, if authorized) must2621 contain:2622 1. Aviation supplier’s name, remit to address (including ZIP+4), contact person and2623 phone number;2624 2. Unique invoice number and invoice date;2625 3. Contract number;2626 4. A description of the supplies or services and the dates delivered or performed;2627 5. Points (air stops or facility) of shipment tender and delivery; if applicable;2628 6. Quantity, unit of measure, unit price(s) and extension(s) of the items delivered; if2629 applicable;

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Part 3: Contract Clauses 2630 7. Payment terms, including any discounts offered;2631 8. Name, title, and phone number of the person to be notified in the event of a defective2632 invoice; and2633 9. Any additional information required by the contract or specified by the Contracting2634 Officer.2635 2636 Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and2637 Office of Management and Budget (OMB) Circular A-125, Prompt Payment. Further2638 guidelines may be found in the Payment Processing and Reconciliation Process sections of2639 Part I – Statement of Work.2640 2641 h. Patent Indemnity . The aviation supplier will indemnify the Postal Service and its officers,2642 employees and agents against liability, including costs for actual or alleged direct or2643 contributory infringement of, or inducement to infringe, any United States or foreign patent,2644 trademark, or copyright, arising out of the performance of this contract, provided the aviation2645 supplier is reasonably notified of such claims and proceedings.2646 2647 i. Payment2648 Payment will only be made for:2649 1. Items that have been properly scanned and delivered to the correct delivery2650 destination Service Points set forth in this contract, and2651 2652 2. Other services and charges agreed upon by the parties.2653 2654 The Postal Service will make payment in accordance with the Prompt Payment Act (31 U.S.C.2655 3903) and 5 CFR 1315. Payments under this contract may be made by the Postal Service2656 either by electronic funds transfer or other method agreed upon by the parties.2657 2658 j. Risk of Loss. The Postal Service shall be liable for all third-party customer claims arising from2659 or in connection with the loss, damage, or delay of any mail transported under this contract,2660 except to the extent of any insurance proceeds received by the aviation supplier as a result of2661 a catastrophic loss of an aircraft or other transport vehicle and attributable to Postal Service2662 mail.2663 2664 k. Taxes . The contract price includes all applicable federal, state, and local taxes and duties2665 except the applicable Federal excise tax on the transportation of property via air. The aviation2666 supplier is required to report to the Postal Service on an annual basis (October 1), the portion2667 of the rates listed in Attachment 10: Pricing that are subject to federal excise tax. The Postal2668 Service shall hold harmless, save, and defend the aviation supplier from any demand or claim2669 of, or on behalf of, the IRS or the United States based on the application of federal excise2670 taxes applicable to the transportation services performed by the aviation supplier under this2671 contract.2672 2673 l. Termination on Notice .2674 2675 1. This contract does not contain a Termination for Convenience clause. In lieu of a2676 Termination for Convenience, either party may terminate this contract without cause2677 by providing advanced written notice to the non-terminating party and a termination2678 fee as follows:2679

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Part 3: Contract Clauses 2680

Advanced Notice

Provided Postal Service

Termination Fee Aviation Supplier Termination Fee

[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

2681 2682 2683 2. The terminating party must pay the termination fee corresponding to the advanced2684 written notice within ninety (90) of the written notice of termination.2685 2686 3. If the aviation supplier terminates the contract under this provision, the aviation2687 supplier guarantees to provide the Postal Service a daily average capacity through the2688 effective date of the termination of not less than the daily average capacity offered in2689 the two most recently completed Operating Periods prior to the date of the receipt of2690 the notice of termination, or, if two Operating Periods have not been completed when2691 the notice of termination is received, the daily average capacity offered shall be at2692 least equal to the average daily capacity transported prior to the receipt of the written2693 notice of termination.2694 2695 4. If the Postal Service terminates the contract under this provision, the Postal Service2696 guarantees to provide the aviation supplier a volume commitment through the2697 effective date of the termination of not less than the daily average volume offered in2698 the two most recently completed Operating Periods prior to the date of the receipt of2699 the notice of termination, or, if two Operating Periods have not been completed when2700 the notice of termination is received, the daily average volume offered shall at least2701 equal to the average daily volume offered prior to the receipt of the written notice of2702 termination.2703 2704 5. Either party’s termination under this provision shall not prejudice the aviation2705 supplier’s right to payment for services rendered, but neither party shall be liable to2706 the other for any other damages, fees, or payment except for the termination fee2707 above.2708 2709 6. This clause does not apply to changes in service resulting from the Postal Service2710 changing from six (6) days to less than six (6) days of delivery per week. If such a2711 scenario should occur, refer to the Frequency Adjustmen t clause of this contract.2712 2713 m. Termination for Default . The Postal Service may terminate this contract, or any part hereof,2714 for default if the aviation supplier fails to cure such default within thirty (30) days of being2715 advised in writing of such by the Postal Service, or if the aviation supplier fails to provide the2716 Postal Service, upon request, with adequate assurances of future performance. In the event2717 of termination for default, the Postal Service will not be liable to the aviation supplier for any2718 amount for supplies or services not provided, and the Postal Service shall have any and all2719 rights and remedies provided by law, including the right to assess reasonable excess re-2720 procurement costs. The Postal Service may withhold payment otherwise due the aviation2721 supplier for services already performed in order to protect its interest in recouping excess re-2722 procurement costs, and will promptly determine such costs so as to mitigate damage to the2723 aviation supplier.2724 2725 n. Title . Not applicable2726



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Part 3: Contract Clauses 2727 o. Warranty . The aviation supplier warrants and represents that the services delivered under this2728 contract shall be in accordance with the requirements and performance standards set forth in2729 the contract. With respect to services for which performance standards are set forth in the2730 contract, the Postal Service’s exclusive remedy (other than termination for default) shall be2731 price adjustments as provided in this contract. With respect to all other services, the Postal2732 Service’s exclusive remedy (other than termination for default) shall be for the aviation2733 supplier to promptly correct, replace, or otherwise cure such performance at no cost to the2734 Postal Service.2735 2736 p. Limitation of Liability . Except as otherwise provided by an express or implied warranty, the2737 supplier will not be liable to the Postal Service for consequential damages resulting from any2738 defect or deficiencies in accepted items or services.2739 2740 q. Other Compliance Requirements . The aviation supplier will comply with all applicable2741 Federal, State, and local laws, executive orders, rules and regulations applicable to its2742 performance under this contract.2743 2744 r. Order of Precedence . Any inconsistencies in this solicitation or contract will be resolved by2745 giving precedence in the following order:2746 1. Contract clauses;2747 2. Statement of Work;2748 3. Attachments to the Statement of Work;2749 4. Solicitation provisions2750 5. Form 8203;2751 6. Other documents and attachments associated with the contract.2752 2753 s. Incorporation by Reference. Not applicable2754 2755 t. Shipping . Not applicable2756 2757 27582759

Clause4-2:ContractTermsandConditionsRequiredtoImplementPolicies,Statutes,orExecutiveOrders(July2009)(Tailored)

2760 a. Incorporation by Reference . Not applicable2761 2762 b. Examination of Records .2763 1. Records . “Records” includes books, documents, accounting procedures and2764 practices, and other data, regardless of type and regardless of whether such items are2765 in written form, in the form of computer data, or in any other form.2766 2767 2. Examination of Costs. If this is a cost-type contract, the aviation supplier must2768 maintain, and the Postal Service will have the right to examine and audit all records2769 and other evidence sufficient to reflect properly all costs claimed to have been2770 incurred or anticipated to be incurred directly or indirectly in performance of this2771 contract. This right of examination includes inspection at all reasonable times of the2772 aviation supplier’s plants, or parts of them, engaged in the performance of this2773 contract.2774 2775 3. Cost or Pricing Data. If the aviation supplier is required to submit cost or pricing data2776 in connection with any pricing action relating to this contract, the Postal Service, in2777 order to evaluate the accuracy, completeness, and currency of the cost or pricing2778 data, will have the right to examine and audit all of the aviation supplier’s records,2779 including computations and projections directly, related to:2780 a. The proposal for the contract, subcontract, or modification;2781 b. Pricing of the contract, subcontract, or modification; or2782 c. Performance of the contract, subcontract or modification.2783

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Part 3: Contract Clauses 2784 4. Reports. If the aviation supplier is required to furnish cost, funding or performance2785 reports, the Contracting Officer or any authorized representative of the Postal Service2786 will have the right to examine and audit the supporting records and materials, for the2787 purposes of evaluating:2788 a. The effectiveness of the aviation supplier’s policies and procedures to2789 produce data compatible with the objectives of these reports; and2790 b. The data reported.2791 2792 5. Availability. The aviation supplier must maintain and make available at its office at all2793 reasonable times the records, materials, and other evidence described in (b)(1)-(4) of2794 this clause, for examination, audit, or reproduction, until three years after final2795 payment under this contract or any longer period required by statute or other clauses2796 in this contract. In addition:2797 a. If this contract is completely or partially terminated, the aviation supplier must2798 make available the records related to the work terminated until three years2799 after any resulting final termination settlement; and2800 2801 b. The aviation supplier must make available records relating to appeals under2802 the claims and disputes clause or to litigation or the settlement of claims2803 arising under or related to this contract. Such records must be made2804 available until such appeals, litigation or claims are finally resolved.2805 2806 2807 Clause4-7:RecordsOwnership(March2006)2808 Notwithstanding any state law providing for retention of rights in the records, the aviation supplier2809 agrees that the Postal Service may, at its option, demand and take without additional compensation all2810 records relating to the services provided under this agreement. The aviation supplier must turn over2811 all such records upon request but may retain copies of documents produced by the aviation supplier.2812 2813 2814 Clause6-1:ContractingOfficer’sRepresentative(March2006)2815 The Contracting Officer will appoint a Contracting Officer’s representative (COR), responsible for the2816 day-to-day administration of the contract, who will serve as the Postal Service’s point of contact with2817 the aviation supplier on all routine matters. A copy of the notice of appointment defining the COR’s2818 authority will be furnished to the aviation supplier upon award of the contract.2819 2820 a. The COR may be changed at any time by the Postal Service without prior notice to the2821 aviation supplier, but notification of the change, including the name and address of the2822 successor COR, will be promptly provided to the aviation supplier by the Contracting Officer in2823 writing.2824 2825 b. The responsibilities and limitations of the COR are as follows:2826 1. The COR is responsible for the operational and administrative aspects of the contract2827 and technical liaison with the aviation supplier. The COR is responsible also for the2828 final inspection and acceptance of aviation supplier performance and submitted2829 reports and has other responsibilities as specified by the contract.2830 2831 2. The COR is not authorized to make any commitments or otherwise obligate the Postal2832 Service or authorize any changes affecting the contract price, terms, or conditions.2833 Any aviation supplier request for changes must be referred to the Contracting Officer2834 directly or through the COR. No such changes may be made without the Contracting2835 Officer’s express prior authorization.2836 2837 3. The COR may place orders for the aviation supplier to transport and process mail in2838 accordance with the provisions of the contract at the agreed-upon rate only.2839

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Part 3: Contract Clauses 2840 2841 Clause9-1:ConvictLabor(March2006)2842 In connection with the work under this contract, the aviation supplier agrees not to employ any person2843 undergoing sentence of imprisonment, except as provided by E.O. 11755, December 28, 1973, as2844 amended and 18 USC 3621 and 3622.2845 2846 2847 Clause9-2:ContractWorkHoursandSafetyStandardsAct-Overtime2848 Compensation(March2006)2849 a. No aviation supplier or subcontractor contracting for any part of the contract work may require2850 or permit any laborer or mechanic to work more than 40 hours in any workweek on work2851 subject to the provisions of the Contract Work Hours and Safety Standards Act, unless the2852 laborer or mechanic receives compensation at a rate not less than one-and-one-half times the2853 laborer’s or mechanic’s basic rate of pay for all such hours worked in excess of 40 hours.2854 2855 b. Violation, Liability for Unpaid Wages, and Liquidated Damages . In the event of any violation2856 of paragraph a above, the aviation supplier and any subcontractor responsible for the violation2857 are liable to any affected employee for unpaid wages. The aviation supplier and subcontractor2858 are also liable to the Postal Service for liquidated damages, which will be computed for each2859 laborer or mechanic at $10 for each day on which the employee was required or permitted to2860 work in violation of paragraph a above.2861 2862 c. Withholding for Unpaid Wages and Liquidated Damages . The Contracting Officer may2863 withhold from the aviation supplier, from any moneys payable to the aviation supplier or2864 subcontractor under this or any other contract with the same aviation supplier, or any other2865 federally assisted contract subject to the Contract Work Hours and Safety Standards Act held2866 by the same aviation supplier, sums as may administratively be determined necessary to2867 satisfy any liabilities of the aviation supplier or subcontractor for unpaid wages and liquidated2868 damages pursuant to paragraph b above.2869 2870 d. Records . The aviation supplier or subcontractor must maintain for 3 years from the2871 completion of the contract for each laborer and mechanic (including watchmen and guards)2872 working on the contract payroll records which contain the name, address, social security2873 number, and classification(s) of each such employee, hourly rates of wages paid, number of2874 daily and weekly hours worked, deductions made, and actual wages paid. The aviation2875 supplier or subcontractor must make these records available for inspection, copying, or2876 transcription by authorized representatives of the Contracting Officer and the Department of2877 Labor, and must permit such representatives to interview employees during working hours on2878 the job. (The Department of Labor information collection and record keeping requirements in2879 this paragraph d have been approved by the Office of Management and Budget under OMB2880 control numbers 1215-0140 and 1215-0017.)2881 2882 e. Subcontracts . The aviation supplier must insert paragraphs a through d of this clause in all2883 subcontracts, and must require their inclusion in all subcontracts at any tier.2884 2885 2886 Clause9-7:EqualOpportunity(March2006)(Tailored)2887 During the performance of this contract, the contractor agrees as follows:2888 1. The contractor may not discriminate against employees or applicants for employment because2889 of race, color, religion, sex, or national origin. The contractor will take affirmative action to2890 ensure that applicants are employed, and that employees are treated during employment,2891 without regard to race, color, religion, sex, or national origin. Such action shall include, but not2892 be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or2893 recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and2894 selection for training, including apprenticeship. The contractor agrees to post in conspicuous

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Part 3: Contract Clauses 2895 places, available to employees and applicants for employment, notices to be provided by the2896 Contracting Officer setting forth the provisions of this nondiscrimination clause.2897 2898 2. The contractor, in all solicitations or advertisements for employees placed by or on behalf of2899 the contractor, state that all qualified applicants will receive consideration for employment2900 without regard to race, color, religion, sex, or national origin.2901 2902 3. The contractor will send to each labor union or representative of workers with which he has a2903 collective bargaining agreement or other contract or understanding, a notice, provided by the2904 agency Contracting Officer, advising the labor union or workers’ representative of the2905 contractor’s commitments under section 202 of Executive Order 11246 of September 24,2906 1965, and must post copies of the notice in conspicuous places available to employees and2907 applicants for employment.2908 2909 4. The contractor will comply with all provisions of Executive Order (EO) 11246 of September 24,2910 1965, as amended, and of the rules, regulations, and relevant orders of the Secretary of2911 Labor.2912 2913 5. The contractor will furnish all information and reports required by Executive Order, 11246 of2914 September 24, 1964, and by the rules, regulations, and orders of the Secretary of Labor, or2915 pursuant thereto, and will permit access to his books, records, and accounts by the2916 contracting agency and the Secretary of Labor for purposes of investigation to ascertain2917 compliance with such rules, regulations, and orders.2918 2919 6. In the event of the contractor’s non-compliance with the non-discrimination clauses of this2920 contract or with any of such rules, regulations, or orders, this contract may be canceled,2921 terminated, or suspended, in whole or in part and the contractor may be declared ineligible for2922 further Government contracts in accordance with procedures authorized in Executive Order2923 11246 of September 24, 1965, and such other sanctions may be imposed and remedies2924 invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation,2925 or order of the Secretary of Labor, or as otherwise provided by law.2926 2927 7. The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or2928 purchase order under this contract unless exempted by rules, regulations, or orders of the2929 Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24,2930 1965, so that such provisions will be binding upon each subcontractor or vendor. The2931 contractor will take such action with respect to any subcontract or purchase order as may be2932 directed by the Secretary of Labor as a means of enforcing such provisions including2933 sanctions for noncompliance, provided , however , that in the event the contractor becomes2934 involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such2935 direction, the contractor may request the United States to enter into such litigation to protect2936 the interest of the United States.2937 2938 2939 Clause9-9:EqualOpportunityPreawardComplianceofSubcontracts(March2940 2006)(Tailored)2941 The aviation supplier may not enter into a first-tier subcontract for an estimated or actual amount of $12942 million or more without obtaining in writing from the Contracting Officer a clearance that the proposed2943 subcontractor is in compliance with equal opportunity requirements and therefore eligible for award.2944 2945 2946 Clause9-10:ServiceContractAct(March2006)2947 a. This contract is subject to the Service Contract Act of 1965, as amended (41 U.S.C. 351 et2948 seq.), and to the following provisions and all other applicable provisions of the Act and2949 regulations of the Secretary of Labor issued under the Act (29 CFR Part 4).2950

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Part 3: Contract Clauses 2951 b. 2952 1) Each service employee employed in the performance of this contract by the aviation2953 supplier or any subcontractor must be: a) paid not less than the minimum monetary2954 wages and b) furnished fringe benefits in accordance with the wages and fringe2955 benefits determined by the Secretary of Labor or an authorized representative, as2956 specified in any wage determination attached to this contract.2957

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Part 3: Contract Clauses 2958 2959 2) 2960 a) If a wage determination is attached to this contract, the Contracting Officer2961 must require that any class of service employees not listed in it and to be2962 employed under the contract (that is, the work to be performed is not2963 performed by any classification listed in the wage determination) be2964 classified by the aviation supplier so as to provide a reasonable relationship2965 (that is, appropriate level of skill comparison) between the unlisted2966 classifications and the classifications in the wage determination. The2967 conformed class of employees must be paid the monetary wages and2968 furnished the fringe benefits determined under this clause. (The information2969 collection requirements contained in this paragraph b have been approved2970 by the Office of Management and Budget under OMB control number 1215-2971 0150.)2972 2973 b) The conforming procedure must be initiated by the aviation supplier before2974 the performance of contract work by the unlisted class of employees. A2975 written report of the proposed conforming action, including information2976 regarding the agreement or disagreement of the authorized representative2977 of the employees involved or, if there is no authorized representative, the2978 employees themselves, must be submitted by the aviation supplier to the2979 Contracting Officer no later than 30 days after the unlisted class of2980 employees performs any contract work. The Contracting Officer must2981 review the proposed action and promptly submit a report of it, together with2982 the agency’s recommendation and all pertinent information, including the2983 position of the aviation supplier and the employees, to the Wage and Hour2984 Division, Employment Standards Administration, U.S. Department of Labor,2985 for review. Within 30 days of receipt, the Wage and Hour Division will2986 approve, modify, or disapprove the action, render a final determination in2987 the event of disagreement, or notify the Contracting Officer that additional2988 time is necessary.2989 2990 c) The final determination of the conformance action by the Wage and Hour2991 Division will be transmitted to the Contracting Officer, who must promptly2992 notify the aviation supplier of the action taken. The aviation supplier must2993 give each affected employee a written copy of this determination, or it must2994 be posted as a part of the wage determination.2995 2996 d) 2997 i. The process of establishing wage and fringe benefit rates bearing a2998 reasonable relationship to those listed in a wage determination2999 cannot be reduced to any single formula. The approach used may3000 vary from determination to determination, depending on the3001 circumstances. Standard wage and salary administration practices3002 ranking various job classifications by pay grade pursuant to point3003 schemes or other job factors may, for example, be relied upon.3004 Guidance may also be obtained from the way various jobs are rated3005 under federal pay systems (Federal Wage Board Pay System and the3006 General Schedule) or from other wage determinations issued in the3007 same locality. Basic to the establishment of conformable wage rates3008 is the concept that a pay relationship should be maintained between3009 job classifications on the basis of the skill required and the duties3010 performed.3011

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Part 3: Contract Clauses 3012 3013 ii. If a contract is modified or extended or an option is exercised, or if a3014 contract succeeds a contract under which the classification in3015 question was previously conformed pursuant to this clause, a new3016 conformed wage rate and fringe benefits may be assigned to the3017 conformed classification by indexing (that is, adjusting) the previous3018 conformed rate and fringe benefits by an amount equal to the3019 average (mean) percentage increase change in the wages and fringe3020 benefits specified for all classifications to be used on the contract that3021 are listed in the current wage determination, and those specified for3022 the corresponding classifications in the previously applicable wage3023 determination. If these conforming actions are accomplished before3024 the performance of contract work by the unlisted class of employees,3025 the aviation supplier must advise the Contracting Officer of the action3026 taken, but the other procedures in b.2(c) above need not be followed.3027 3028 iii. No employee engaged in performing work on this contract may be3029 paid less than the currently applicable minimum wage specified under3030 section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended.3031 3032 e) The wage rate and fringe benefits finally determined pursuant to b.2 (a) and3033 (b) above must be paid to all employees performing in the classification3034 from the first day on which contract work is performed by them in the3035 classification. Failure to pay unlisted employees the compensation agreed3036 upon by the interested parties and/or finally determined by the Wage and3037 Hour Division retroactive to the date the class of employees began contract3038 work is a violation of the Service Contract Act and this contract.3039 3040 f) Upon discovery of failure to comply with b.2 (a) through (e) above, the3041 Wage and Hour Division will make a final determination of conformed3042 classification, wage rate, and / or fringe benefits that will be retroactive to3043 the date the class of employees commenced contract work.3044 3045 3) If, as authorized pursuant to section 4(d) of the Service Contract Act, the term of this3046 contract is more than one year, the minimum monetary wages and fringe benefits3047 required to be paid or furnished to service employees will be subject to adjustment3048 after one year and not less often than once every two years, pursuant to wage3049 determinations to be issued by the Wage and Hour Division, Employment Standards3050 Administration of the Department of Labor.3051 3052 c. The aviation supplier or subcontractor may discharge the obligation to furnish fringe benefits3053 specified in the attachment or determined conformably to it by furnishing any equivalent3054 combinations of bona fide fringe benefits, or by making equivalent or differential payments in3055 cash in accordance with the applicable rules set forth in Subpart D of 29 CFR Part 4, and not3056 otherwise.3057 3058 d. 3059 1) In the absence of a minimum-wage attachment for this contract, neither the aviation3060 supplier nor any subcontractor under this contract may pay any person performing3061 work under the contract (regardless of whether they are service employees) less than3062 the minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of3063 1938. Nothing in this provision relieves the aviation supplier or any subcontractor of3064 any other obligation under law or contract for the payment of a higher wage to any3065 employee.3066

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Part 3: Contract Clauses 3067 3068 2) 3069 a) If this contract succeeds a contract subject to the Service Contract Act,3070 under which substantially the same services were furnished in the same3071 locality, and service employees were paid wages and fringe benefits3072 provided for in a collective bargaining agreement, in the absence of a3073 minimum wage attachment for this contract setting forth collectively3074 bargained wage rates and fringe benefits, neither the aviation supplier nor3075 any subcontractor under this contract may pay any service employee3076 performing any of the contract work (regardless of whether or not the3077 employee was employed under the predecessor contract), less than the3078 wages and fringe benefits provided for in the agreement, to which the3079 employee would have been entitled if employed under the predecessor3080 contract, including accrued wages and fringe benefits and any prospective3081 increases in wages and fringe benefits provided for under the agreement.3082 3083 b) No aviation supplier or subcontractor under this contract may be relieved of3084 the foregoing obligation unless the limitations of section 4.1(b) of 29 CFR3085 Part 4 apply or unless the Secretary of Labor or an authorized3086 representative finds, after a hearing as provided in section 4.10 of 29 CFR3087 Part 4, that the wages and/or fringe benefits provided for in the agreement3088 vary substantially from those prevailing for services of a similar character in3089 the locality, or determines, as provided in section 4.11 of 29 CFR Part 4,3090 that the agreement applicable to service employees under the predecessor3091 contract was not entered into as a result of arm’s-length negotiations.3092 3093 c) If it is found in accordance with the review procedures in 29 CFR 4.103094 and/or 4.11 and Parts 6 and 8 that wages and/or fringe benefits in a3095 predecessor aviation supplier’s collective bargaining agreement vary3096 substantially from those prevailing for services of a similar character in the3097 locality, and/or that the agreement applicable to service employees under3098 the predecessor contract was not entered into as a result of arm’s-length3099 negotiations, the Department will issue a new or revised wage3100 determination setting forth the applicable wage rates and fringe benefits.3101 This determination will be made part of the contract or subcontract, in3102 accordance with the decision of the Administrator, the Administrative Law3103 Judge, or the Board of Service Contract Appeals, as the case may be,3104 irrespective of whether its issuance occurs before or after award (53 Comp.3105 Gen. 401 (1973)). In the case of a wage determination issued solely as a3106 result of a finding of substantial variance, it will be effective as of the date of3107 the final administrative decision.3108 3109 e. The aviation supplier and any subcontractor under this contract must notify each service3110 employee starting work on the contract of the minimum monetary wage and any fringe3111 benefits required to be paid pursuant to the contract, or must post the wage determination3112 attached to this contract. The poster provided by the Department of Labor (Publication WH3113 1313) must be posted in a prominent and accessible place at the worksite. Failure to comply3114 with this requirement is a violation of section 2(a) (4) of the Act and of this contract.3115 (Approved by the Office of Management and Budget under OMB control number 1215-0150.)3116 3117 f. The aviation supplier or subcontractor may not permit services called for by this contract to be3118 performed in buildings or surroundings or under working conditions provided by or under the3119 control or supervision of the aviation supplier or subcontractor that are unsanitary or3120 hazardous or dangerous to the health or safety of service employees engaged to furnish these3121 services, and the aviation supplier or subcontractor must comply with the safety and health3122 standards applied under 29 CFR Part 1925.3123

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Part 3: Contract Clauses 3124 g. 3125 1) The aviation supplier and each subcontractor performing work subject to the Act must3126 maintain for 3 years from the completion of the work records containing the3127 information specified in (a) through (f) following for each employee subject to the3128 Service Contract Act and must make them available for inspection and transcription3129 by authorized representatives of the Wage and Hour Division, Employment Standards3130 Administration of the U.S. Department of Labor (approved by the Office of3131 Management and Budget under OMB control numbers 1215-0017 and 1215-0150):3132 a) Name, address, and social security number of each employee.3133 3134 b) The correct work classification, rate or rates of monetary wages paid and3135 fringe benefits provided, rate or rates of fringe benefit payments in lieu3136 thereof, and total daily and weekly compensation of each employee.3137 3138 c) The number of daily and weekly hours so worked by each employee.3139 3140 d) Any deductions, rebates, or refunds from the total daily or weekly3141 compensation of each employee.3142 3143 e) A list of monetary wages and fringe benefits for those classes of service3144 employees not included in the wage determination attached to this contract3145 but for whom wage rates or fringe benefits have been determined by the3146 interested parties or by the Administrator or authorized representative3147 pursuant to paragraph b above. A copy of the report required by b.2 (b)3148 above is such a list.3149 3150 f) Any list of the predecessor aviation supplier’s employees furnished to the3151 aviation supplier pursuant to section 4.6(1) (2) of 29 CFR Part 4.3152 3153 2) The aviation supplier must also make available a copy of this contract for inspection or3154 transcription by authorized representatives of the Wage and Hour Division.3155 3156 3) Failure to make and maintain or to make available the records specified in this3157 paragraph g for inspection and transcription is a violation of the regulations and this3158 contract, and in the case of failure to produce these records, the Contracting Officer,3159 upon direction of the Department of Labor and notification of the aviation supplier,3160 must take action to suspend any further payment or advance of funds until the3161 violation ceases.3162 3163 4) The aviation supplier must permit authorized representatives of the Wage and Hour3164 Division to conduct interviews with employees at the worksite during normal working3165 hours.3166 3167 h. The aviation supplier must unconditionally pay to each employee subject to the Service3168 Contract Act all wages due free and clear and without subsequent deduction (except as3169 otherwise provided by law or regulations, 29 CFR Part 4), rebate, or kickback on any account.3170 Payments must be made no later than one pay period following the end of the regular pay3171 period in which the wages were earned or accrued. A pay period under the Act may not be of3172 any duration longer than semimonthly.3173 3174 i. The Contracting Officer must withhold or cause to be withheld from the Postal Service aviation3175 supplier under this or any other contract with the aviation supplier such sums as an3176 appropriate official of the Department of Labor requests or the Contracting Officer decides3177 may be necessary to pay underpaid employees employed by the aviation supplier or3178 subcontractor. In the event of failure to pay employees subject to the Act wages or fringe3179 benefits due under the Act, the Postal Service may, after authorization or by direction of the3180 Department of Labor and written notification to the aviation supplier, suspend any further

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Part 3: Contract Clauses 3181 payment or advance of funds until the violations cease. Additionally, any failure to comply with3182 the requirements of this clause may be grounds for termination of the right to proceed with the3183 contract work. In this event, the Postal Service may enter into other contracts or arrangements3184 for completion of the work, charging the aviation supplier in default with any additional cost.3185 3186 j. The aviation supplier agrees to insert this clause in all subcontracts subject to the Act. The3187 term “aviation supplier,” as used in this clause in any subcontract, is deemed to refer to the3188 subcontractor, except in the term “aviation supplier.”3189 3190 k. Service employee means any person engaged in the performance of this contract other than3191 any person employed in a bona fide executive, administrative, or professional capacity, as3192 those terms are defined in Part 541 of Title 29, Code of Federal Regulations , as of July 30,3193 1976, and any subsequent revision of those regulations. The term includes all such persons3194 regardless of any contractual relationship that may be alleged to exist between an aviation3195 supplier or subcontractor and them.3196 3197 l. 3198 1) If wages to be paid or fringe benefits to be furnished service employees employed by3199 the aviation supplier or a subcontractor under the contract are provided for in a3200 collective bargaining agreement that is or will be effective during any period in which3201 the contract is being performed, the aviation supplier must report this fact to the3202 Contracting Officer, together with full information as to the application and accrual of3203 these wages and fringe benefits, including any prospective increases, to service3204 employees engaged in work on the contract, and furnish a copy of the agreement.3205 The report must be made upon starting performance of the contract, in the case of3206 collective bargaining agreements effective at the time. In the case of agreements or3207 provisions or amendments thereof effective at a later time during the period of3208 contract performance, they must be reported promptly after their negotiation.3209 (Approved by the Office of Management and Budget under OMB control number3210 1215-0150.)3211 3212 2) Not less than 10 days before completion of any contract being performed at a Postal3213 facility where service employees may be retained in the performance of a succeeding3214 contract and subject to a wage determination containing vacation or other benefit3215 provisions based upon length of service with a aviation supplier (predecessor) or3216 successor (section 4.173 of Regulations, 29 CFR Part 4), the incumbent aviation3217 supplier must furnish to the Contracting Officer a certified list of the names of all3218 service employees on the aviation supplier’s or subcontractor’s payroll during the last3219 month of contract performance. The list must also contain anniversary dates of3220 employment on the contract, either with the current or predecessor aviation suppliers3221 of each such service employee. The Contracting Officer must turn over this list to the3222 successor aviation supplier at the commencement of the succeeding contract.3223 (Approved by the Office of Management and Budget under OMB control number3224 1215-0150.)3225 3226 m. Rulings and interpretations of the Service Contract Act of 1965, as amended, are contained in3227 Regulations, 29 CFR Part 4.3228 3229 n. 3230 1) By entering into this contract, the aviation supplier and its officials certify that neither3231 they nor any person or firm with a substantial interest in the aviation supplier’s firm are3232 ineligible to be awarded government contracts by virtue of the sanctions imposed3233 pursuant to section 5 of the Act.3234 3235 2) No part of this contract may be subcontracted to any person or firm ineligible for3236 award of a government contract pursuant to section 5 of the Act.3237

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Part 3: Contract Clauses 3238 3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 183239 U.S.C. 1001.3240 3241 o. Notwithstanding any of the other provisions of this clause, the following employees may be3242 employed in accordance with the following variations, tolerances, and exemptions, which the3243 Secretary of Labor, pursuant to section 4(b) of the Act before its amendment by Public Law3244 92-473, found to be necessary and proper in the public interest or to avoid serious impairment3245 of the conduct of government business:3246 3247 1) Apprentices, student-learners, and workers whose earning capacity is impaired by3248 age, or physical or mental deficiency or injury may be employed at wages lower than3249 the minimum wages otherwise required by section 2(a)(1) or 2(b)(1) of the Service3250 Contract Act without diminishing any fringe benefits or cash payments in lieu thereof3251 required under section 2(a)(2) of the Act, in accordance with the conditions and3252 procedures prescribed for the employment of apprentices, student-learners,3253 handicapped persons, and handicapped clients of sheltered workshops under section3254 14 of the Fair Labor Standards Act of 1938, in the regulations issued by the3255 Administrator (29 CFR Parts 520, 521, 524, and 525).3256 3257 2) The Administrator will issue certificates under the Service Contract Act for the3258 employment of apprentices, student-learners, handicapped persons, or handicapped3259 clients of sheltered workshops not subject to the Fair Labor Standards Act of 1938, or3260 subject to different minimum rates of pay under the two Acts, authorizing appropriate3261 rates of minimum wages (but without changing requirements concerning fringe3262 benefits or supplementary cash payments in lieu thereof), applying procedures3263 prescribed by the applicable regulations issued under the Fair Labor Standards Act of3264 1938 (29 CFR Parts 520, 521, 524, and 525).3265 3266 3) The Administrator will also withdraw, annul, or cancel such certificates in accordance3267 with the regulations in Parts 525 and 528 of Title 29 of the Code of Federal3268 Regulations.3269 3270 p. Apprentices will be permitted to work at less than the predetermined rate for the work they3271 perform when they are employed and individually registered in a bona fide apprenticeship3272 program registered with a State Apprenticeship Agency recognized by the U.S. Department of3273 Labor, or if no such recognized agency exists in a state, under a program registered with the3274 Bureau of Apprenticeship and Training, Employment and Training Administration, U.S.3275 Department of Labor. Any employee not registered as an apprentice in an approved program3276 must be paid the wage rate and fringe benefits contained in the applicable wage determination3277 for the journeyman classification of work actually performed. The wage rates paid apprentices3278 may not be less than the wage rate for their level of progress set forth in the registered3279 program, expressed as the appropriate percentage of the journeyman’s rate contained in the3280 applicable wage determination. The allowable ratio of apprentices to journeymen employed3281 on the contract work in any craft classification may not be greater than the ratio permitted to3282 the aviation supplier for its entire workforce under the registered program.3283 3284 q. An employee engaged in an occupation in which he or she customarily and regularly receives3285 more than $30 a month tips may have the amount of tips credited by the employer against the3286 minimum wage required by section 2(a) (1) or section 2(b) (1) of the Act in accordance with3287 section 3(m) of the Fair Labor Standards Act and Regulations, 29 CFR Part 531. However, the3288 amount of this credit may not exceed $1.24 per hour beginning January 1, 1980, and $1.343289 per hour after December 31, 1980. To utilize this proviso:3290 1) The employer must inform tipped employees about this tip credit allowance before the3291 credit is utilized;3292

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Part 3: Contract Clauses 3293 2) The employees must be allowed to retain all tips (individually or through a pooling3294 arrangement and regardless of whether the employer elects to take a credit for tips3295 received);3296 3297 3) The employer must be able to show by records that the employee receives at least3298 the applicable Service Contract Act minimum wage through the combination of direct3299 wages and tip credit (approved by the Office of Management and Budget under OMB3300 control number 1214-0017); and3301 3302 4) The use of tip credit must have been permitted under any predecessor collective3303 bargaining agreement applicable by virtue of section 4(c) of the Act.3304 3305 r. Disputes arising out of the labor standards provisions of this contract are not subject to the3306 Claims and Disputes clause but must be resolved in accordance with the procedures of the3307 Department of Labor set forth in 29 CFR Parts 4, 6, and 8. Disputes within the meaning of this3308 clause include disputes between the aviation supplier (or any of its subcontractors) and the3309 Postal Service, the U.S. Department of Labor, or the employees or their representatives.3310 3311 3312 Clause9-12:FairLaborStandardsActandServiceContractAct-Price3313 Adjustment(February2010)3314 a. The aviation supplier warrants that the contract prices do not include allowance for any3315 contingency to cover increased costs for which adjustment is provided under this clause.3316 3317 b. The minimum prevailing wage determination, including fringe benefits, issued under the3318 Service Contract Act of 1965 by the Department of Labor (DOL), current at least every two3319 years after the original award date, current at the beginning of any option or renewal period, or3320 in the case of a significant change in labor requirements, applies to this contract and any3321 exercise of an option or renewal of this contract. When no such determination has been made3322 as applied to this contract, the minimum wage established in accordance with the Fair Labor3323 Standards Act applies to any exercise of an option or renewal of this contract.3324 3325 c. When, as a result of the determination of minimum prevailing wages and fringe benefits3326 applicable (1) every two years after original award date, (2) at the beginning of any option or3327 renewal period, or (3) in the case of a significant change in labor requirements, an increased3328 or decreased wage determination is applied to this contract, or when as a result of any3329 amendment to the Fair Labor Standards Act enacted after award that affects minimum wage,3330 and whenever such a determination becomes applicable to this contract under law, the3331 aviation supplier increases or decreases wages or fringe benefits of employees working on the3332 contract to comply, the aviation supplier and the Contracting Officer will negotiate whether and3333 to what extent either party will absorb the costs of the wage change. Any resulting change in3334 contract price is limited to increases or decreases in wages or fringe benefits, and the3335 concomitant increases or decreases in Social Security, unemployment taxes, and workers’3336 compensation insurance, but may not otherwise include any amount for general and3337 administrative costs, overhead, or profit.3338 3339 d. The aviation supplier or Contracting Officer may request a contract price adjustment within 303340 days of the effective date of a wage change. If a request for contract price adjustment has3341 been made, and the parties have not reached an agreement within thirty days of that request,3342 the Contracting Officer should issue a unilateral change order in the amount considered to be3343 a fair and equitable adjustment. The aviation supplier may then either accept the amount, or3344 the aviation supplier may file a claim under Clause B-9: Claims and Disputes unless the3345 Contracting Officer and aviation supplier extend this period in writing. Upon agreement of the3346 parties, the contract price or unit price labor rates will be modified in writing. Pending3347 agreement on or determination of any such adjustment and its effective date, the aviation3348 supplier must continue performance.3349

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Part 3: Contract Clauses 3350 e. The Contracting Officer or the Contracting Officer’s authorized representative must, for 33351 years after final payment under the contract, be given access to and the right to examine any3352 directly pertinent books, papers, and records of the aviation supplier.3353 3354 3355 Clause9-13:AffirmativeActionforWorkerswithDisabilities(March2006)3356 (Tailored)3357 a. The contractor will not discriminate against any employee or applicant for employment3358 because of physical or mental disability in regard to any position for which the employee or3359 applicant for employment is qualified. The contractor agrees to take affirmative action to3360 employ, advance in employment, and otherwise treat qualified individuals with disabilities3361 without discrimination based on their physical or mental disability in all employment practices,3362 including the following:3363 1. Recruitment, advertising, and job application procedures;3364 3365 2. Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination,3366 right of return from layoff and rehiring3367 3368 3. Rates of pay or any other form of compensation and changes in compensation3369 3370 4. Job assignments, job classifications, organizational structures, position descriptions,3371 lines of progression, and seniority lists3372 3373 5. Leaves of absence, sick leave, or any other leave3374 6. Fringe benefits available by virtue of employment, whether or not administered by the3375 contractor3376 3377 7. Selection and financial support for training, including apprenticeship, professional3378 meetings, conferences, and other related activities, and selection for leaves of3379 absence to pursue training3380 3381 8. Activities sponsored by the contractor including social or recreational programs; and3382 3383 9. Any other term, condition, or privilege of employment.3384 3385 b. The contractor agrees to comply with the rules, regulations, and relevant orders of the3386 Secretary of Labor issued pursuant to the Rehabilitation Act of 1973, as amended.3387 3388 c. In the event of the contractor’s noncompliance with the requirements, actions for3389 noncompliance may be taken in accordance with the rules, regulations, and relevant orders of3390 the Secretary of Labor issued pursuant to the act.3391 3392 d. The contractor agrees to post in conspicuous places, available to employees and applicants3393 for employment, notices in a form to be prescribed by the Deputy Assistant Secretary for3394 Federal Contract Compliance Programs, provided by or through the Contracting Officer. Such3395 notices shall state the rights of applicants and employees as well as the contractor’s obligation3396 under the law to take affirmative action to employ and advance in employment qualified3397 employees and applicants with disabilities. The contractor must ensure that applicants and3398 employees with disabilities are informed of the contents of the notice (e.g., the contractor may3399 have the notice read to a visually disabled individual, or may lower the posted notice so that it3400 might be read by a person in a wheelchair).3401 3402 e. The contractor will notify each labor organization or representative of workers with which it has3403 a collective bargaining agreement or other understanding that the contractor is bound by the3404 terms of section 503 of the Rehabilitation Act of 1973, as amended, and is committed to take3405 affirmative action to employ and advance in employment individuals with physical or mental3406 disabilities.

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Part 3: Contract Clauses 3407 3408 f. The contractor must include the provisions of this clause in every subcontract or purchase3409 order in excess of $10,000, unless exempted by the rules, regulations, or orders of the3410 Secretary issued pursuant to section 503 of the Act, as amended, so that such provisions will3411 be binding upon each subcontractor or vendor. The contractor will take such action with3412 respect to any subcontract or purchase order as the Deputy Assistant Secretary for Federal3413 Contract Compliance Programs may direct to enforce such provisions, including action for3414 noncompliance.3415 3416 3417 Clause9-14:EqualOpportunityforDisabledVeterans,RecentlySeparated3418 Veterans,OtherProtectedVeterans,andArmedForcesServiceMedalVeterans3419 (February2010)(Tailored)3420 a. The contractor will not discriminate against any employee or applicant for employment3421 because he or she is a disabled veteran, recently separated veteran, other protected veteran,3422 or Armed Forces service medal veteran in regard to any position for which the employee or3423 applicant for employment is qualified. The contractor agrees to take affirmative action to3424 employ, advance in employment and otherwise treat qualified individuals without3425 discrimination based on their status as a disabled veteran, recently separated veteran, other3426 protected veteran, or Armed Forces service medal veteran in all employment practices,3427 including the following:3428 3429 1. Recruitment, advertising, and job application procedures;3430 3431 2. Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination,3432 right of return from layoff and rehiring;3433 3434 3. Rates of pay or any other form of compensation and changes in compensation;3435 3436 4. Job assignments, job classifications, organizational structures, position descriptions,3437 lines of progression, and seniority lists;3438 3439 5. Leaves of absence, sick leave, or any other leave;3440 3441 6. Fringe benefits available by virtue of employment, whether or not administered by the3442 contractor;3443 3444 7. Selection and financial support for training, including apprenticeship, and on-the-job3445 training under 38 U.S.C. 3687, professional meetings, conferences, and other related3446 activities, and selection for leaves of absence to pursue training;3447 3448 8. Activities sponsored by the contractor including social or recreational programs; and3449 3450 9. Any other term, condition, or privilege of employment.3451 3452 b. The contractor agrees to immediately list all employment openings which exist at the time of3453 the execution of this contract and those which occur during the performance of this contract,3454 including those not generated by this contract and including those occurring at an3455 establishment of the contractor other than the one where the contract is being performed, but3456 excluding those of independently operated corporate affiliates, with the appropriate3457 employment service delivery system where the opening occurs. Listing employment openings3458 with the state workforce agency job bank or with the local employment service delivery system3459 where the opening occurs will satisfy the requirement to list jobs with the appropriate3460 employment service delivery system.3461

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Part 3: Contract Clauses 3462 3463 c. Listing of employment openings with the appropriate employment service delivery system3464 pursuant to this clause shall be made at least concurrently with the use of any other3465 recruitment source or effort and shall involve the normal obligations which attach to the3466 placing of a bona fide job order, including the acceptance of referrals of veterans and3467 nonveterans. The listing of employment openings does not require the hiring of any particular3468 job applicants or from any particular group of job applicants, and nothing herein is intended to3469 relieve the contractor from any requirements in Executive orders or regulations regarding3470 nondiscrimination in employment.3471 3472 d. Whenever a contractor, other than a state or local governmental contractor, becomes3473 contractually bound to the listing provisions in paragraphs 2 and 3 of this clause, it shall advise3474 the state workforce agency in each state where it has establishments of the name and location3475 of each hiring location in the state. As long as the contractor is contractually bound to these3476 provisions and has so advised the state agency, there is no need to advise the state agency of3477 subsequent contracts. The contractor may advise the state agency when it is no longer bound3478 by this contract clause.3479 3480 e. The provisions of paragraphs 2 and 3 of this clause do not apply to the listing of employment3481 openings which occur and are filled outside of the 50 states, the District of Columbia, the3482 Commonwealth of Puerto Rico, Guam, the Virgin Islands, American Samoa, the3483 Commonwealth of the Northern Mariana Islands, Wake Island, and the Trust Territories of the3484 Pacific Islands.3485 3486 f. As used in this clause:3487 3488 1. All employment openings includes all positions except executive and senior3489 management, those positions that will be filled from within the contractor’s3490 organization, and positions lasting three days or less. This term includes full-time3491 employment, temporary employment of more than three days’ duration, and part-time3492 employment.3493 3494 2. Executive and senior management means: (1) Any employee (a) compensated on a3495 salary basis at a rate of not less than $455 per week (or $380 per week, if employed3496 in American Samoa by employers other than the Federal Government), exclusive of3497 board, lodging or other facilities; (b) whose primary duty is management of the3498 enterprise in which the employee is employed or of a customarily recognized3499 department or subdivision thereof; (c) who customarily and regularly directs the work3500 of two or more other employees; and (d) who has the authority to hire or fire other3501 employees or whose suggestions and recommendations as to the hiring, firing,3502 advancement, promotion or any other change of status of other employees are given3503 particular weight; or (2) any employee who owns at least a bona fide 20-percent3504 equity interest in the enterprise in which the employee is employed, regardless of3505 whether the business is a corporate or other type of organization, and who is actively3506 engaged in its management.3507 3508 3. Positions that will be filled from within the contractor’s organization means3509 employment openings for which no consideration will be given to persons outside the3510 contractor’s organization (including any affiliates, subsidiaries, and parent companies)3511 and includes any openings which the contractor proposes to fill from regularly3512 established “recall” lists. The exception does not apply to a particular opening once3513 an employer decides to consider applicants outside of his or her own organization.3514 3515 g. The contractor agrees to comply with the rules, regulations, and relevant orders of the3516 Secretary of Labor issued pursuant to the Act.3517

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Part 3: Contract Clauses 3518 h. In the event of the contractor’s noncompliance with the requirements of this clause, actions for3519 noncompliance may be taken in accordance with the rules, regulations, and relevant orders of3520 the Secretary of Labor issued pursuant to the Act.3521 3522 i. The contractor agrees to post in conspicuous places, available to employees and applicants3523 for employment, notices in a form to be prescribed by the Deputy Assistant Secretary for3524 Federal Contract Compliance, provided by or through the Contracting Officer. Such notices3525 shall state the rights of applicants and employees as well as the contractor’s obligation under3526 the law to take affirmative action to employ and advance in employment qualified employees3527 and applicants who are disabled veterans, recently separated veterans, other protected3528 veterans, or Armed Forces service medal veterans. The contractor must ensure that3529 applicants or employees who are disabled veterans are informed of the contents of the notice3530 (e.g., the contractor may have the notice read to a visually disabled individual, or may lower3531 the posted notice so that it might be read by a person in a wheelchair).3532 3533 j. The contractor will notify each labor organization or representative of workers with which it has3534 a collective bargaining agreement or other contract understanding, that the contractor is3535 bound by the terms of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as3536 amended, and is committed to take affirmative action to employ and advance in employment3537 qualified disabled veterans, recently separated veterans, other protected veterans, and Armed3538 Forces service medal veterans.3539 3540 k. The contractor will include the provisions of this clause in every subcontract or purchase order3541 of $100,000 or more, unless exempted by the rules, regulations, or orders of the Secretary3542 issued pursuant to the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as3543 amended, so that such provisions will be binding upon each subcontractor or vendor. The3544 contractor will take such action with respect to any subcontract or purchase order as the3545 Deputy Assistant Secretary for Federal Contract Compliance may direct to enforce such3546 provisions, including action for noncompliance.3547 3548 3549 ContractTerm3550 The contract base period of performance will be October 1, 2013, through September 30, 2020, with3551 two, five year renewal periods to be exercised by mutual agreement of the parties. The Night Network3552 will begin operation on September 30, 2013; the Day Network will begin operation on October 1, 2013.3553 By mutual agreement of the parties, the initial renewal period is hereby exercised in part, and the3554 Contract’s Period of Performance is extended through September 29, 2024.3555 3556 RenewalProcess3557 [*]3558 3559 3560 3561 3562 AmendmentsorModifications3563 In order to be binding upon the Postal Service or the aviation supplier, any amendment or modification3564 of this Contract must be in writing signed by the Contracting Officer on behalf of the Postal Service3565 and an officer of the aviation supplier authorized to bind the company.3566 3567 3568 Assignment3569 Neither Party shall, directly or indirectly (whether by succession, merger, or otherwise) assign,3570 delegate, novate, or otherwise transfer this Contract or any of its rights or obligations hereunder,3571 without the prior written approval of the other. However, the aviation supplier may assign this contract3572 to any of its internal business affiliates upon written notice to the Postal Service.3573 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Part 3: Contract Clauses 3574 3575 Bankruptcy3576 In the event the aviation supplier enters into proceedings relating to bankruptcy, whether voluntary or3577 involuntary, the aviation supplier will furnish, by certified mail, written notification of the bankruptcy to3578 the Contracting Officer responsible for administering the contract. The notification must be furnished3579 within five days of the initiation of the bankruptcy proceedings. The notification must include the date3580 on which the bankruptcy petition was filed, the court in which the petition was filed, and a list of Postal3581 Service contracts and Contracting Officers for all Postal Service contracts for which final payment has3582 not yet been made. This obligation remains in effect until final payment under this contract.3583 3584 3585 Confidentiality3586 a. During the term of this contract and until the earlier of five (5) years after such termination or3587 until such time as the information is no longer confidential as described below, each party3588 shall treat as confidential and appropriately safeguard and shall not use for the benefit of any3589 person or corporation other than the other party:3590 3591 1. Written information identified in writing as confidential or oral information promptly3592 confirmed in writing as being confidential;3593 3594 2. Written information or oral information disclosed by the parties during the negotiation3595 of this contract and written information or oral information promptly confirmed in3596 writing as confidential pertaining to a party’s pricing, business or assets which is3597 received at any time from a party that is identified in writing; or3598 3599 3. Any information or knowledge concerning the methods of operation, promotion, sale,3600 or distribution used by a party which may be communicated to the other party or which3601 a party may otherwise acquire by virtue of its performance of this Agreement.3602 3603 b. Notwithstanding the provisions of subparagraphs 1 through 3, above, neither party shall be3604 required to obtain prior written approval before providing information regarding this contract:3605 3606 1. To Members of Congress serving on a committee or subcommittee with oversight3607 responsibility of the Postal Service;3608 3609 2. In response to legal process or otherwise required by law;3610 3611 3. In response to a request from the Department of Justice Antitrust Division attorneys or3612 economists in pursuit of a non-public investigation; or3613 3614 4. In response to requests submitted to the Postal Service under the Freedom of3615 Information Act. In this regard, the Postal Service shall follow the procedures3616 promulgated at 39 CFR Section 265.8.3617 3618 c. Information shall not be considered confidential if it is:3619 1. Generally known to the trade or public;3620 2. Rightfully possessed by a party prior to the effective date of this contract;3621 3. Received by a party from a third party which rightfully possesses it;3622 4. Independently developed by the other party; or3623 5. Releasable pursuant to Postal Service regulations addressing how information is3624 maintained by the Postal Service.3625 3626

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Part 3: Contract Clauses 3627 EntireAgreement3628 This Contract, together with all Attachments, constitutes the entire agreement and understanding3629 between the Parties in connection with the subject matter described, and supersedes and cancels all3630 previous negotiations, commitments, and writings related to the subject matter.3631 3632 3633 ForceMajeure3634 Both the Postal Service and the aviation supplier shall be excused from their obligations for volume3635 guarantees or service performance, respectively, under this Contract, and neither Party shall be liable3636 to the other or any other person or entity for loss, damage, delay, mis-delivery or non-delivery of3637 shipments transported pursuant to this Contract, resulting in whole or in part from any of the following:3638 3639 a. When there occurs a State or Federal government-declared State of Emergency and / or3640 instructions by a government agency that has actual or apparent powers or authority3641 (including, but not limited to, the Federal Aviation Administration (FAA) or the Transportation3642 Security Administration (TSA)) to order airport closures or limitations on airport activity;3643 3644 b. When the failure to meet contractual obligations results in whole or in part from public3645 enemies, terrorist acts, criminal acts of any person or entity, public authorities acting with3646 actual or apparent authority (including U.S. Postal Inspectors), civil commotion, hazards3647 incident to a state of war, national disruptions in transportation networks or operations (of any3648 mode) of the aviation supplier, Postal Service, or any other entity, strikes, natural disasters, or3649 disruption or failure of third-party communication and information systems; or3650 3651 c. When there exist any conditions that present a danger to each Party’s personnel.3652 3653 d. In every case the failure to perform must be beyond the control and without the fault or3654 negligence of the party claiming that its performance is excused. Each Party is required to3655 continue and attempt to recommence performance to the greatest extent possible without3656 delay.3657 3658 It is the responsibility of the Party asserting the Force Majeure event to formally declare that a Force3659 Majeure event has taken place within twenty-four (24) hours of the event, except when the event3660 occurs on a Friday, Saturday or Sunday. Declaration of a Force Majeure event that occurs on a Friday,3661 Saturday, or Sunday must be made by the close of business on the following Monday, except when3662 the Monday falls on a holiday, then it must be declared by the close of business on the following3663 Tuesday. The party declaring the Force Majeure event must document the circumstances of the event3664 in writing to the Contracting Officer’s Representative, who will review the information with the3665 Manager, Air Transportation Operations, and relevant aviation supplier officials. In the absence of a3666 formal request for relief under this clause, all appropriate volume guarantees and performance3667 standards will remain in force. Except for the calculation of the service levels, nothing in this section3668 shall relieve or excuse the aviation supplier of its service obligations. Subsequent to a Force Majeure3669 event being declared, the declaring party must provide reasonable, written documentation with3670 sufficient detail to support the declaration.3671 3672 If, as a result of the occurrence of one of the foregoing events, the aviation supplier is excused from3673 performance, and the Postal Service is excused from meeting its minimum volume commitment for the3674 identified period, the Parties will meet to agree upon the pro-rata adjustments to be made.3675 3676 On days where mail volume is withdrawn, withheld, or not transported under this provision, the3677 minimum volume commitment for the identified period will be reduced for that period by the amount of3678 that volume.3679 3680

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Part 3: Contract Clauses 3681 FrequencyAdjustment3682 If, during the term of this contract, the Postal Service decides to reduce, in whole or in part, the3683 number of delivery days, for any mail type it provides, to fewer than six (6) per week, the Postal3684 Service reserves the right to effectuate a change in delivery days by adjusting the Statement of Work3685 of this contract, including, but not limited to, the annual number of operating days or the frequency of3686 service hereunder. The parties agree that such an adjustment does not constitute a partial termination3687 of the contract, nor will it give rise to an equitable adjustment.3688 3689 If the number of delivery days is reduced, in whole or in part, to five (5) and the Postal Service decides3690 to reduce the number of operating days under this contract, in whole or in part, to five (5), the parties3691 agree to reduce the Contract Volume Minimum calculation. The Contract Volume Minimum calculation3692 will be reduced by the average daily volume for the previous twelve (12) months excluding the weeks3693 of Peak associated with the removed day of service without adjustment to the tier structure, the3694 contract rate, or be subject to any other price-related adjustment. The monies associated with the3695 volume removed from the calculation will be eliminated.3696 3697 If the number of delivery days is reduced to fewer than five (5), and the Postal Service decides to3698 reduce the number of operating days under this contract, in whole or in part, to fewer than five (5), the3699 parties will negotiate an equitable adjustment if necessary.3700 3701 No later than 120 days prior to the effective date of such reduction in delivery days, the parties shall3702 commence discussions as to how to implement the change. Within 90 days of such notice, the3703 supplier must implement the changes outlined above.3704 3705 3706 Notices3707 Any notice, report, demand, acknowledgement or other communication which under the terms of this3708 Contract or otherwise must be given or made by either Party, unless specifically otherwise provided in3709 this Contract, shall be in the English language and in writing, and shall be given or made by express3710 delivery service with proof of delivery, certified air mail (return receipt requested). The parties may3711 also send a copy of the same communication through electronic mail, facsimile with acknowledgement3712 of receipt/proof of receipt, or personal delivery. If a party sends a copy of the official correspondence3713 by electronic mail or facsimile, the correspondence shall not be deemed received until the receiving3714 party confirms receipt.3715 3716 Such notice, report, demand, acknowledgement or other communication shall be deemed to have3717 been given or made in the case of express delivery service with tracking and tracing capability on the3718 date of signature of the proof of delivery, and in the case of certified mail on the fifth business day in3719 the place of receipt after the date sent.3720 3721 The notice address for the Postal Service shall be:3722 U.S. Postal Service3723 Air Transportation CMC3724 Attention: Manager3725 475 L’Enfant Plaza SW, Room 1P 6503726 Washington, DC 20260-06503727 3728 The notice address for the aviation supplier shall be:3729 Federal Express Corporation3730 Attention: Vice President, Postal Transportation Management3731 3610 Hacks Cross Road3732 Building A 1st Floor3733 Memphis, TN 38125-88003734 3735

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Part 3: Contract Clauses 3736 Severability3737 a. If any term, provision, covenant or condition of this Contract is held by a court or Board of3738 competent jurisdiction or by a request, direction or indication of an agency or department of a3739 Governmental Body having subject matter jurisdiction to be invalid or unenforceable, the3740 remainder of the provisions shall continue in full force and effect unless the rights and3741 obligations of the parties have been materially altered or abridged by such invalidation or3742 unenforceability.3743 3744 b. If a material provision of this Contract is materially altered or abridged as the result of a final3745 and binding order of a Governmental Body having subject matter jurisdiction, then the Postal3746 Service and the aviation supplier will meet to negotiate in good faith to reach a mutually3747 satisfactory modification to this Contract. If the Parties are unable to reach a mutually3748 satisfactory resolution, then either Party may declare the negotiations to be at an impasse and3749 the parties shall resolve the dispute in accordance with the provisions of this contract.3750 3751 c. Notwithstanding the foregoing, the Parties agree to make their best efforts to oppose any3752 changes requested by a Governmental Body to any material provision of this Contract.3753 3754 3755 ThirdPartyGovernmentalDelays3756 If, during the term of this contract, a governmental entity with subject matter jurisdiction enacts laws,3757 promulgates regulations, or issues orders mandating that the aviation supplier screen mail dispatched3758 for transportation by aircraft within the United States for bombs, explosives, or other hazardous3759 materials, and aviation supplier does not have a method for otherwise complying at no additional cost3760 to the Postal Service, either party may, at no cost to the other party, suspend performance under the3761 contract during the period in which such screening is actually required to be accomplished.3762 3763 Within fourteen (14) days of the enactment of any law, promulgation of any regulation, or issuance of3764 any order referenced above, the parties shall commence negotiations in an attempt to modify this3765 contract to address any adverse impacts and / or other concerns asserted by one or both parties that3766 may arise as a result of additional screening requirements.3767 3768 If the parties cannot agree upon such a modification within 180 days, or within such longer period as3769 the parties may mutually agree, the contract and all orders hereunder may be terminated at no cost to3770 either party.3771 3772 3773 WaiverofBreach3774 No waiver of breach of any of the provisions of this Contract shall be construed to be a waiver of any3775 succeeding breach of the same or any other provision.3776

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Attachments and Forms Part 4 - List of Attachments and Forms Attachments:

Attachment 1 Aviation Supplier Operating Periods, dated February 8, 2017Attachment 2 Air Stops & Projected Volumes, dated January 8, 2013Attachment 3 Operating Plan, Day Network, dated October 31, 2016Attachment 4 Operating Plan, Night Network, dated October 31, 2016Attachment 5 ReservedAttachment 6 Postal Furnished Property, April 16, 2013Attachment 7 Electronic Data Interchange Service Requirements, dated September 1, 2012Attachment 8 Investigative / Security Protocol and Guidelines, dated July 2012Attachment 9 Wage Determination, dated October 31, 2012Attachment 10 Pricing, dated February 22, 2017Attachment 11 Perishable Mail and Lives, April 22, 2013Attachment 12 ReservedAttachment 13 Service Contract Act Wage Determinations, dated October 31, 2016Attachment 14 Contract Density, dated August 23, 2016Attachment 15 Average Weight Process, dated August 23, 2016Attachment 16 Re-labeling Process, dated June 27, 2014Attachment 17 Handling Unit Types, dated June 27, 2014Attachment 18 Volume Acceptance Worksheet, dated February 22, 2017Attachment 19 First Class Mail, Required Delivery Times, dated October 31, 2016Attachment 20 ULD Damage Cost Matrix, dated August 23, 2016Attachment 21 Offshore Capacity Options, dated February 22, 2017Attachment 22 [*], dated February 22, 2017

Forms:

DOT Form F 5800.1 Hazardous Materials Incident ReportI-9 Form Employment Eligibility VerificationPS Form 2025 Contract Personnel QuestionnairePS Form 8203 Order / Solicitation / Offer / AwardUS Treasury Form 941 Quarterly Federal Tax Return * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Revised 2-8-17

OperatingPeriod Month

FedEx Plan Start Date(L)

FedEx Plan End Date(L)

FedExWks

34 Jul16 Mon Jun 27, 2016 Sun Jul 31, 2016 535 Aug16 Mon Aug 01, 2016 Sun Aug 28, 2016 436 Sep16 Mon Aug 29, 2016 Sun Oct 02, 2016 537 Oct16 Mon Oct 03, 2016 Sun Oct 30, 2016 438 Nov16 Mon Oct 31, 2016 Sun Nov 27, 2016 439 Dec16 Mon Nov 28, 2016 Sun Jan 01, 2017 540 Jan17 Mon Jan 02, 2017 Sun Jan 29, 2017 441 Feb17 Mon Jan 30, 2017 Sun Feb 26, 2017 442 Mar17 Mon Feb 27, 2017 Sun Apr 02, 2017 543 Apr17 Mon Apr 03, 2017 Sun Apr 30, 2017 444 May17 Mon May 01, 2017 Sun Jun 04, 2017 545 Jun17 Mon Jun 05, 2017 Sun Jul 02, 2017 446 Jul17 Mon Jul 03, 2017 Sun Jul 30, 2017 447 Aug17 Mon Jul 31, 2017 Sun Aug 27, 2017 448 Sep17 Mon Aug 28, 2017 Sun Oct 01, 2017 549 Oct17 Mon Oct 02, 2017 Sun Oct 29, 2017 450 Nov17 Mon Oct 30, 2017 Sun Nov 26, 2017 451 Dec17 Mon Nov 27, 2017 Sun Dec 31, 2017 552 Jan18 Mon Jan 01, 2018 Sun Jan 28, 2018 453 Feb18 Mon Jan 29, 2018 Sun Feb 25, 2018 454 Mar18 Mon Feb 26, 2018 Sun Apr 01, 2018 555 Apr18 Mon Apr 02, 2018 Sun Apr 29, 2018 456 May18 Mon Apr 30, 2018 Sun Jun 03, 2018 557 Jun18 Mon Jun 04, 2018 Sun Jul 01, 2018 458 Jul18 Mon Jul 02, 2018 Sun Jul 29, 2018 459 Aug18 Mon Jul 30, 2018 Sun Sep 02, 2018 560 Sep18 Mon Sep 03, 2018 Sun Sep 30, 2018 461 Oct18 Mon Oct 01, 2018 Sun Oct 28, 2018 462 Nov18 Mon Oct 29, 2018 Sun Nov 25, 2018 463 Dec18 Mon Nov 26, 2018 Sun Dec 30, 2018 564 Jan19 Mon Dec 31, 2018 Sun Jan 27, 2019 465 Feb19 Mon Jan 28, 2019 Sun Mar 03, 2019 566 Mar19 Mon Mar 04, 2019 Sun Mar 31, 2019 467 Apr19 Mon Apr 01, 2019 Sun Apr 28, 2019 468 May19 Mon Apr 29, 2019 Sun Jun 02, 2019 569 Jun19 Mon Jun 03, 2019 Sun Jun 30, 2019 470 Jul19 Mon Jul 01, 2019 Sun Jul 28, 2019 471 Aug19 Mon Jul 29, 2019 Sun Sep 01, 2019 572 Sep19 Mon Sep 02, 2019 Sun Sep 29, 2019 473 Oct19 Mon Sep 30, 2019 Sun Nov 03, 2019 574 Nov19 Mon Nov 04, 2019 Sun Dec 01, 2019 475 Dec19 Mon Dec 02, 2019 Sun Jan 05, 2020 576 Jan20 Mon Jan 06, 2020 Sun Feb 02, 2020 477 Feb20 Mon Feb 03, 2020 Sun Mar 01, 2020 478 Mar20 Mon Mar 02, 2020 Sun Mar 29, 2020 479 Apr20 Mon Mar 30, 2020 Sun May 03, 2020 580 May20 Mon May 04, 2020 Sun May 31, 2020 481 Jun20 Mon Jun 01, 2020 Sun Jun 28, 2020 482 Jul20 Mon Jun 29, 2020 Sun Aug 02, 2020 583 Aug20 Mon Aug 03, 2020 Sun Aug 30, 2020 484 Sep20 Mon Aug 31, 2020 Sun Sep 27, 2020 4

OperatingPeriod Month

FedEx Plan Start Date(L)

FedEx Plan End Date(L)

FedExWks

85 Oct20 Mon Sep 28, 2020 Sun Nov 01, 2020 586 Nov20 Mon Nov 02, 2020 Sun Nov 29, 2020 487 Dec20 Mon Nov 30, 2020 Sun Jan 03, 2021 588 Jan21 Mon Jan 04, 2021 Sun Jan 31, 2021 489 Feb21 Mon Feb 01, 2021 Sun Feb 28, 2021 490 Mar21 Mon Mar 01, 2021 Sun Mar 28, 2021 491 Apr21 Mon Mar 29, 2021 Sun May 02, 2021 592 May21 Mon May 03, 2021 Sun May 30, 2021 4

93 Jun21 Mon May 31, 2021 Sun Jun 27, 2021 494 Jul21 Mon Jun 28, 2021 Sun Aug 01, 2021 595 Aug21 Mon Aug 02, 2021 Sun Aug 29, 2021 496 Sep21 Mon Aug 30, 2021 Sun Oct 03, 2021 597 Oct21 Mon Oct 04, 2021 Sun Oct 31, 2021 498 Nov21 Mon Nov 01, 2021 Sun Nov 28, 2021 499 Dec21 Mon Nov 29, 2021 Sun Jan 02, 2022 5100 Jan22 Mon Jan 03, 2022 Sun Jan 30, 2022 4101 Feb22 Mon Jan 31, 2022 Sun Feb 27, 2022 4102 Mar22 Mon Feb 28, 2022 Sun Apr 03, 2022 5103 Apr22 Mon Apr 04, 2022 Sun May 01, 2022 4104 May22 Mon May 02, 2022 Sun May 29, 2022 4

105 Jun22 Mon May 30, 2022 Sun Jul 03, 2022 5106 Jul22 Mon Jul 04, 2022 Sun Jul 31, 2022 4107 Aug22 Mon Aug 01, 2022 Sun Aug 28, 2022 4108 Sep22 Mon Aug 29, 2022 Sun Oct 02, 2022 5109 Oct22 Mon Oct 03, 2022 Sun Oct 30, 2022 4110 Nov22 Mon Oct 31, 2022 Sun Nov 27, 2022 4111 Dec22 Mon Nov 28, 2022 Sun Jan 01, 2023 5112 Jan23 Mon Jan 02, 2023 Sun Jan 29, 2023 4113 Feb23 Mon Jan 30, 2023 Sun Feb 26, 2023 4114 Mar23 Mon Feb 27, 2023 Sun Apr 02, 2023 5115 Apr23 Mon Apr 03, 2023 Sun Apr 30, 2023 4116 May23 Mon May 01, 2023 Sun May 28, 2023 4

117 Jun23 Mon May 29, 2023 Sun Jul 02, 2023 5118 Jul23 Mon Jul 03, 2023 Sun Jul 30, 2023 4119 Aug23 Mon Jul 31, 2023 Sun Sep 03, 2023 5120 Sep23 Mon Sep 04, 2023 Sun Oct 01, 2023 4121 Oct23 Mon Oct 02, 2023 Sun Oct 29, 2023 4122 Nov23 Mon Oct 30, 2023 Sun Nov 26, 2023 4123 Dec23 Mon Nov 27, 2023 Sun Dec 31, 2023 5124 Jan24 Mon Jan 01, 2024 Sun Jan 28, 2024 4125 Feb24 Mon Jan 29, 2024 Sun Mar 03, 2024 5126 Mar24 Mon Mar 04, 2024 Sun Mar 31, 2024 4127 Apr24 Mon Apr 01, 2024 Sun Apr 28, 2024 4128 May24 Mon Apr 29, 2024 Sun Jun 02, 2024 5

129 Jun24 Mon Jun 03, 2024 Sun Jun 30, 2024 4130 Jul24 Mon Jul 01, 2024 Sun Jul 28, 2024 4131 Aug24 Mon Jul 29,2024 Sun Sep 01, 2024 5132 Sep24 Mon Sep 02.2024 Sun Sep 29, 2024 4133 Oct24 Mon Sep 30,2024 Sun Nov, 03, 2024 5


Attachment 2: Air Stops & Projected Volumes

Attachment 2

Air Stops & Projected VolumesJanuary 8, 2013

Refer to the Excel file provided with the awarded contract. ** Attachment 2 contains an Excel file totaling approximately 2000 pages that outlines daily air stops and projected volumes by USPS service product for each air stop.

Because this information is not material, it has been omitted from this exhibit. FedEx Corporation will furnish supplementally a copy of this Attachment 2 to theSecurities and Exchange Commission upon request.


Attachment 3: Operating Plan, Day Network

Exercised Option 1, 2 and 3Attachment 3

Operating Plan, Day NetworkOctober 31, 2016

Tuesday through Sunday Originating Operation

Air Cargo Network Origin City Service Point

ALL Mail Due Aviation Supplier

Tuesday through Saturday


Sunday1 ALBUQUERQUE NM ABQ [*] [*]2 ANCHORAGE AK ANC [*] [*]3 ATLANTA GA ATL [*] [*]4 AUSTIN TX AUS [*] [*]5 BALTIMORE MD BWI [*] [*]6 BILLINGS MT BIL [*] [*]7 BIRMINGHAM AL BHM [*] [*]8 BOISE ID AMF BOI [*] [*]9 BOSTON MA BOS [*] [*]10 CHARLESTON WV CRW [*] [*]11 CHARLOTTE NC CLT [*] [*]12 CHICAGO IL ORD [*] [*]13 CINCINNATI OH CVG [*] [*]14 CLEVELAND OH CLE [*] [*]15 COLUMBUS OH CMH [*] [*]16 DALLAS TX DFW [*] [*]17 DENVER CO DEN [*] [*]18 DES MOINES IA DSM [*] [*]19 DETROIT MI DTW [*] [*]20 DULLES VA IAD [*] [*]21 EL PASO TX ELP [*] [*]22 FARGO ND FAR [*] [*]23 GRAND RAPIDS MI GRR [*] [*]24 GREAT FALLS MT GTF [*] [*]25 GREENSBORO NC GSO [*] [*]26 HONOLULU HI HNL [*] [*]27 HOUSTON TX IAH [*] [*]28 INDIANAPOLIS IN IND [*] [*]29 JACKSON MS JAN [*] [*]30 JACKSONVILLE FL JAX [*] [*]31 KANSAS CITY MO MCI [*] [*]32 KNOXVILLE TN TYS [*] [*]33 LAS VEGAS NV LAS [*] [*]34 LITTLE ROCK AR LIT [*] [*]35 LOS ANGELES CA LAX [*] [*]36 LOUISVILLE KY SDF [*] [*]37 LUBBOCK TX LBB [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Attachment 3: Operating Plan, Day Network Originating Operation

Air Cargo Network Origin City Service Point

ALL Mail Due Aviation SupplierTuesday through Saturday


Sunday38 MEMPHIS TN MEM [*] [*]39 MIAMI FL MIA [*] [*]40 MILWAUKEE WI MKE [*] [*]41 MINNEAPOLIS MN MSP [*] [*]42 MOBILE AL MOB [*] [*]43 NASHUA NH MHT [*] [*]44 NASHVILLE TN BNA [*] [*]45 NEW ORLEANS LA MSY [*] [*]46 NEWARK NJ EWR [*] [*]47 NORFOLK VA ORF [*] [*]48 NY METRO JFK [*] [*]49 OAKLAND CA OAK [*] [*]50 OKLAHOMA CITY OK OKC [*] [*]51 OMAHA NE OMA [*] [*]52 ONTARIO CA ONT [*] [*]53 ORLANDO FL MCO [*] [*]54 PHILADELPHIA PA PHL [*] [*]55 PHOENIX AZ PHX [*] [*]56 PITTSBURGH PA PIT [*] [*]57 PORTLAND OR PDX [*] [*]58 QUAD CITIES IL MLI [*] [*]59 RALEIGH NC RDU [*] [*]60 RENO NV RNO [*] [*]61 RICHMOND VA RIC [*] [*]62 ROCHESTER NY ROC [*] [*]63 SACRAMENTO CA SMF [*] [*]64 SALT LAKE CITY UT SLC [*] [*]65 SAN ANTONIO TX SAT [*] [*]66 SAN DIEGO CA SAN [*] [*]67 SAN FRANCISCO CA SFO [*] [*]68 SAN JUAN PR SJU [*] [*]69 SEATTLE WA SEA [*] [*]70 SHREVEPORT LA SHV [*] [*]71 SIOUX FALLS SD FSD [*] [*]72 SPOKANE WA GEG [*] [*]73 SPRINGFIELD MA BDL [*] [*]74 SPRINGFIELD MO SGF [*] [*]75 SPRINGFIELD IL SPI [*] [*]76 ST. LOUIS MO STL [*] [*]77 TAMPA FL TPA [*] [*]78 TUCSON AZ TUS [*] [*]79 TULSA OK TUL [*] [*]80 WICHITA KS ICT [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


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Tuesday through Sunday Destinating Operation

Air Cargo Network Destination City Service Point

Required Delivery Time to Postal Service

Tuesday - Friday


Saturday

RequiredDelivery Time to

Postal ServiceSunday

1 ALBUQUERQUE NM ABQ [*] [*] [*]2 ANCHORAGE AK ANC [*] [*] [*]3 ATLANTA GA ATL [*] [*] [*]4 AUSTIN TX AUS [*] [*] [*]5 BALTIMORE MD BWI [*] [*] [*]6 BILLINGS MT BIL [*] [*] [*]7 BIRMINGHAM AL BHM [*] [*] [*]8 BOISE ID BOI [*] [*] [*]9 BOSTON MA BOS [*] [*] [*]10 CHARLESTON WV CRW [*] [*] [*]11 CHARLOTTE NC CLT [*] [*] [*]12 CHICAGO IL ORD [*] [*] [*]13 CINCINNATI OH CVG [*] [*] [*]14 CLEVELAND OH CLE [*] [*] [*]15 COLUMBUS OH CMH [*] [*] [*]16 DALLAS TX DFW [*] [*] [*]17 DENVER CO DEN [*] [*] [*]18 DES MOINES IA DSM [*] [*] [*]19 DETROIT MI DTW [*] [*] [*]20 DULLES VA IAD [*] [*] [*]21 EL PASO TX ELP [*] [*] [*]22 FARGO ND P&DC FAR [*] [*] [*]23 GRAND RAPIDS MI GRR [*] [*] [*]24 GREAT FALLS MT GTF [*] [*] [*]25 GREENSBORO NC GSO [*] [*] [*]26 HONOLULU HI *HNL [*] [*] [*]27 HOUSTON TX IAH [*] [*] [*]28 INDIANAPOLIS IN IND [*] [*] [*]29 JACKSON MS JAN [*] [*] [*]30 JACKSONVILLE FL JAX [*] [*] [*]31 KANSAS CITY MO MCI [*] [*] [*]32 KNOXVILLE TN TYS [*] [*] [*]33 LAS VEGAS NV LAS [*] [*] [*]34 LITTLE ROCK AR LIT [*] [*] [*]35 LOS ANGELES CA LAX [*] [*] [*]36 LOUISVILLE KY SDF [*] [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


Page 81 of 136


Attachment 3: Operating Plan, Day Network Destinating Operation

Air Cargo Network Destination City ServicePoint


Postal ServiceTuesday - Friday


Postal ServiceSaturday


Postal ServiceSunday

37 LUBBOCK TX LBB [*] [*] [*]38 MEMPHIS TN MEM [*] [*] [*]39 MIAMI FL MIA [*] [*] [*]40 MILWAUKEE WI MKE [*] [*] [*]41 MINNEAPOLIS MN MSP [*] [*] [*]42 MOBILE AL BFM [*] [*] [*]43 NASHUA NH MHT [*] [*] [*]44 NASHVILLE TN BNA [*] [*] [*]45 NEW ORLEANS LA MSY [*] [*] [*]46 NEWARK NJ EWR [*] [*] [*]47 NORFOLK VA ORF [*] [*] [*]48 NY METRO JFK [*] [*] [*]49 OAKLAND CA OAK [*] [*] [*]50 OKLAHOMA CITY OK OKC [*] [*] [*]51 OMAHA NE OMA [*] [*] [*]52 ONTARIO CA ONT [*] [*] [*]53 ORLANDO FL MCO [*] [*] [*]54 PHILADELPHIA PA PHL [*] [*] [*]55 PHOENIX AZ PHX [*] [*] [*]56 PITTSBURGH PA PIT [*] [*] [*]57 PORTLAND OR PDX [*] [*] [*]58 QUAD CITIES IL MLI [*] [*] [*]59 RALEIGH NC RDU [*] [*] [*]60 RENO NV RNO [*] [*] [*]61 RICHMOND VA RIC [*] [*] [*]62 ROCHESTER ROC [*] [*] [*]63 SACRAMENTO CA SMF [*] [*] [*]64 SALT LAKE CITY SLC [*] [*] [*]65 SAN ANTONIO SAT [*] [*] [*]66 SAN DIEGO SAN [*] [*] [*]67 SAN FRANCISCO CA SFO [*] [*] [*]68 SAN JUAN PR** * SJU [*] [*] [*]69 SEATTLE WA SEA [*] [*] [*]70 SHREVEPORT LA SHV [*] [*] [*]71 SIOUX FALLS SD FSD [*] [*] [*]72 SPOKANE WA GEG [*] [*] [*]73 SPRINGFIELD MA BDL [*] [*] [*]74 SPRINGFIELD MO SGF [*] [*] [*]75 SPRINGFIELD IL SPI [*] [*] [*]76 ST. LOUIS MO STL [*] [*] [*]77 TAMPA FL TPA [*] [*] [*]78 TUCSON AZ *TUS [*] [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


Page 82 of 136


Attachment 3: Operating Plan, Day Network Destinating Operation

Air Cargo Network Destination City ServicePoint

Required Delivery Time to

Postal ServiceTuesday - Friday


Saturday

RequiredDelivery Time to Postal Service

Sunday79 TULSA OK TUL [*] [*] [*]80 WICHITA KS ICT [*] [*] [*]

* All mail is delivered on Sunday at 07:00. The offshore locations have additional time.[*]** 75% of the volume capture will be delivered on Day Zero with the balance delivered on Day +1[*][*][*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


Page 83 of 136





Tender and Delivery Process Codes A Postal Service Builds ULDs F Aviation Supplier Unloads ULD into MTEB Postal Service Transports ULDs to Ramp G Aviation Supplier Builds ULDsC Postal Service Tenders in MTE H Aviation Supplier Delivers ULDs to RampD Postal Service Picks Up MTE I Aviation Supplier Picks Up ULDs from PlantE Postal Service Deck loads J Aviation Supplier Delivers ULDs to PlantK Aviation Supplier Deck Loads

Air Cargo Network

City ServicePoint

TenderCode

DeliveryCode

1 ALBUQUERQUE NM ABQ A , B H2 ANCHORAGE AK ANC A , B H3 ATLANTA GA ATL A , B H4 AUSTIN TX AUS A , B H5 BALTIMORE MD BWI A , B H6 BILLINGS MT BIL A , B H7 BIRMINGHAM AL BHM E K8 BOISE ID BOI A , B H9 BOSTON MA BOS A , B H10 CHARLESTON WV CRW A , B H11 CHARLOTTE NC CLT A , B H12 CHICAGO IL ORD A , B H13 CINCINNATI OH CVG A , B H14 CLEVELAND OH CLE A , B H15 COLUMBUS OH CMH A , B H16 DALLAS TX DFW A , B H17 DENVER CO DEN A , B H18 DES MOINES IA DSM A , B H19 DETROIT MI DTW A , B H20 DULLES VA IAD A , B H21 EL PASO TX ELP A , B H22 FARGO ND FAR A , B H23 GRAND RAPIDS MI GRR A , B H24 GREAT FALLS MT GTF A , B Origin Only25 GREENSBORO NC GSO A , B H26 HONOLULU HI HNL A , B H27 HOUSTON TX IAH A , B H28 INDIANAPOLIS IN IND A , B H29 JACKSON MS JAN E K30 JACKSONVILLE FL JAX A , B H31 KANSAS CITY MO MCI A , B H32 KNOXVILLE TN TYS A , B H33 LAS VEGAS NV LAS A , B H

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Air Cargo Network

City ServicePoint

TenderCode

DeliveryCode

34 LITTLE ROCK AR LIT E K35 LOS ANGELES CA LAX A , B H36 LOUISVILLE KY SDF A , B H37 LUBBOCK TX LBB A , B H38 MEMPHIS TN MEM E K39 MIAMI FL MIA A , B H40 MILWAUKEE WI MKE A , B H41 MINNEAPOLIS MN MSP A , B H42 MOBILE AL MOB A , B H43 NASHUA NH MHT A , I J44 NASHVILLE TN BNA E K45 NEW ORLEANS LA MSY A , B H46 NEWARK NJ EWR A , B H47 NORFOLK VA ORF A , B H48 NY METRO JFK A , I J49 OAKLAND CA OAK A , B H50 OKLAHOMA CITY OK OKC A , B H51 OMAHA NE OMA A , B H52 ONTARIO CA ONT A , B H53 ORLANDO FL MCO A , B H54 PHILADELPHIA PA PHL A , B H55 PHOENIX AZ PHX A , B H56 PITTSBURGH PA PIT A , B H57 PORTLAND OR PDX A , B H58 QUAD CITIES IL MLI E Origin Only59 RALEIGH NC RDU A , B H60 RENO NV RNO A , B H61 RICHMOND VA RIC A , B H62 ROCHESTER NY ROC A , I J63 SACRAMENTO CA SMF A , B H64 SALT LAKE CITY SLC A , B H65 SAN ANTONIO TX SAT A , B H66 SAN DIEGO CA SAN A , B H67 SAN FRANCISCO CA SFO A , B H68 SAN JUAN PR SJU A , B H69 SEATTLE WA SEA A , B H70 SHREVEPORT LA SHV A , B H71 SIOUX FALLS SD FSD A , B H72 SPOKANE WA GEG A , B H73 SPRINGFIELD MA BDL A , B H74 SPRINGFIELD MO SGF E Origin Only75 SPRINGFIELD IL SPI E Origin Only76 ST. LOUIS MO STL E K77 TAMPA FL TPA A , B H78 TUCSON AZ TUS A , B H79 TULSA OK TUL A , B H80 WICHITA KS ICT A , B H

Page 85 of 136


Attachment 4: Operating Plan, Night Network


Operating Plan, Night NetworkOctober 31, 2016

Originating Operations Destinating Operations

Air Cargo Network City Service Point


Monday – Friday

Required Delivery Time to Postal

ServiceTuesday - Friday


Saturday1 ALBANY NY ALB [*] [*] [*]2 ALBUQUERQUE NM ABQ [*] [*] [*]3 ALLENTOWN PA ABE [*] [*] [*]4 ANCHORAGE AK ANC [*] [*] [*]5 AMARILLO TX AMA [*] [*] [*]6 APPLETON WI ATW [*] [*] [*]7 ATLANTA GA ATL [*] [*] [*]8 AUSTIN TX AUS [*] [*] [*]9 BALTIMORE MD BWI [*] [*] [*]10 BANGOR ME BGR [*] [*] [*]11 BATON ROUGE LA LFT / MSY [*] [*] [*]12 BEND OR RDM [*] [*] [*]13 BILLINGS MT BIL [*] [*] [*]14 BIRMINGHAM AL BHM [*] [*] [*]15 BISMARK ND BIS [*] [*] [*]16 BOISE ID BOI [*] [*] [*]17 BOSTON MA BOS [*] [*] [*]18 BOZEMAN MT BZN [*] [*] [*]19 BRISTOL TN / VA TRI [*] [*] [*]20 BUFFALO NY BUF [*] [*] [*]21 BURBANK CA BUR [*] [*] [*]22 BURLINGTON VT BTV [*] [*] [*]23 BUTTE MT BTM [*] [*] [*]24 CASPER WY CPR [*] [*] [*]25 CEDAR RAPIDS IA CID [*] [*] [*]26 CHARLESTON WV HTS [*] [*] [*]27 CHARLOTTE NC CLT [*] [*] [*]28 CHATTANOOGA TN CHA [*] [*] [*]29 CHEYENNE WY CYS [*] [*] [*]30 CHICAGO IL (O’Hare) ORD [*] [*] [*]31 CINCINNATI OH CVG [*] [*] [*]32 CLEVELAND OH CLE [*] [*] [*]33 COLORADO SPRINGS CO COS [*] [*] [*]34 COLUMBIA SC CAE [*] [*] [*]35 COLUMBUS OH CMH [*] [*] [*]36 DALLAS TX DFW [*] [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the






ALL Mail Due Aviation Supplier Monday –

Friday




Saturday37 DAYTON OH DAY [*] [*] [*]38 DENVER CO DEN [*] [*] [*]39 DES MOINES IA DSM [*] [*] [*]40 DETROIT MI DTW [*] [*] [*]41 DULLES VA IAD [*] [*] [*]42 DULUTH MN DLH [*] [*] [*]43 DURANGO CO DRO [*] [*] [*]44 EL PASO TX ELP [*] [*] [*]45 ELMIRA NY ELM [*] [*] [*]46 EUGENE OR EUG [*] [*] [*]47 FAIRBANKS AK FAI [*] [*] [*]48 FLINT MI FNT [*] [*] [*]49 FORT MYERS FL RSW [*] [*] [*]50 FORT WAYNE IN FWA [*] [*] [*]51 FRESNO CA FAT [*] [*] [*]52 FT LAUDERDALE FL FLL [*] [*] [*]53 FARGO ND FAR [*] [*] [*]54 GRAND JUNCTION CO GJT [*] [*] [*]55 GRAND RAPIDS MI GRR [*] [*] [*]56 GREAT FALLS MT GTF [*] [*] [*]57 GREENSBORO NC GSO [*] [*] [*]58 GREENVILLE SC GSP [*] [*] [*]59 HARRISBURG PA MDT [*] [*] [*]60 HARTFORD CT BDL [*] [*] [*]61 HELENA MT HLN [*] [*] [*]62 HONOLULU HI HNL [*] [*] [*]63 HOUSTON TX IAH [*] [*] [*]64 HUNTSVILLE AL HSV [*] [*] [*]65 INDIANAPOLIS IN IND [*] [*] [*]66 JACKSON MS JAN [*] [*] [*]67 JACKSONVILLE FL JAX [*] [*] [*]68 JFK NY JFK [*] [*] [*]69 KALISPELL MT FCA [*] [*] [*]70 KANSAS CITY MO MCI [*] [*] [*]71 KNOXVILLE TN TYS [*] [*] [*]72 LAS VEGAS NV LAS [*] [*] [*]73 LITTLE ROCK AR LIT [*] [*] [*]74 LONG BEACH CA LGB [*] [*] [*]75 LOS ANGELES CA LAX [*] [*] [*]76 LOUISVILLE KY SDF [*] [*] [*]77 LUBBOCK TX LBB [*] [*] [*]78 MADISON WI MSN [*] [*] [*]79 MANCHESTER NH MHT [*] [*] [*]80 MCALLEN TX MFE [*] [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the







Friday




Saturday81 MEDFORD OR MFR [*] [*] [*]82 MEMPHIS TN MEM [*] [*] [*]83 MIAMI FL MIA [*] [*] [*]84 MILWAUKEE WI MKE [*] [*] [*]85 MINNEAPOLIS MN MSP [*] [*] [*]86 MINOT ND MOT [*] [*] [*]87 MISSOULA MT MSO [*] [*] [*]88 MOBILE AL MOB [*] [*] [*]89 NASHVILLE TN BNA [*] [*] [*]90 NEW ORLEANS LA MSY [*] [*] [*]91 NEWARK NJ EWR [*] [*] [*]92 NORFOLK VA ORF [*] [*] [*]93 OAKLAND CA OAK [*] [*] [*]94 OKLAHOMA CITY OK OKC [*] [*] [*]95 OMAHA NE OMA [*] [*] [*]96 ONTARIO CA ONT [*] [*] [*]97 ORANGE CNTY AIRPORT SNA [*] [*] [*]98 ORLANDO FL MCO [*] [*] [*]99 PALM BEACH FL PBI [*] [*] [*]100 PASCO WA PSC [*] [*] [*]101 PEORIA IL PIA [*] [*] [*]102 PHILADELPHIA PA PHL [*] [*] [*]103 PHOENIX AZ PHX [*] [*] [*]104 PITTSBURGH PA PIT [*] [*] [*]105 POCATELLO ID PIH [*] [*] [*]106 PORTLAND ME PWM [*] [*] [*]107 PORTLAND OR PDX [*] [*] [*]108 PRESQUE ISLE ME PQI [*] [*] [*]109 PROVIDENCE RI PVD [*] [*] [*]110 RALEIGH NC RDU [*] [*] [*]111 RAPID CITY SD RAP [*] [*] [*]112 RENO NV RNO [*] [*] [*]113 RICHMOND VA RIC [*] [*] [*]114 ROANOKE VA ROA [*] [*] [*]115 ROCHESTER MN RST [*] [*] [*]116 ROCHESTER NY ROC [*] [*] [*]117 ROCK SPRINGS WY RKS [*] [*] [*]118 SACRAMENTO CA SMF [*] [*] [*]119 SALIBURY MD SBY [*] [*] [*]120 SALT LAKE CITY UT SLC [*] [*] [*]121 SAN ANTONIO TX SAT [*] [*] [*]122 SAN DIEGO CA SAN [*] [*] [*]123 SAN FRANCISCO CA SFO [*] [*] [*]124 SAN JOSE CA SJC [*] [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the







Friday




Saturday125 SAN JUAN PR SJU [*] [*] [*]126 SAVANNAH GA SAV [*] [*] [*]127 SEATTLE WA SEA [*] [*] [*]128 SHREVEPORT LA SHV [*] [*] [*]129 SIOUX CITY IA SUX [*] [*] [*]130 SOUIX FALLS SD FSD [*] [*] [*]131 SOUTH BEND IN SBN [*] [*] [*]132 SPOKANE WA GEG [*] [*] [*]133 SPRINGFIELD MO SGF [*] [*] [*]134 ST CLOUD MN STC [*] [*] [*]135 ST LOUIS MO STL [*] [*] [*]136 STEWART NY SWF [*] [*] [*]137 SYRACUSE NY SYR [*] [*] [*]138 TALLAHASSEE FL TLH [*] [*] [*]139 TAMPA FL TPA [*] [*] [*]140 TRAVERSE CITY MI TVC [*] [*] [*]141 TUCSON AZ TUS [*] [*] [*]142 TULSA OK TUL [*] [*] [*]143 TWIN FALLS ID TWF [*] [*] [*]144 WATERLOO IA ALO [*] [*] [*]145 WAUSAU WI CWA [*] [*] [*]146 WENATCHEE WA EAT [*] [*] [*]147 WICHITA KS ICT [*] [*] [*]148 YAKIMA WA YKM [*] [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the





Operating Plan, Night NetworkOctober 31, 2016

Tender and Delivery Process Codes A Postal Service Builds ULDs

B Postal Service Transports ULDs to Ramp

C Postal Service Transports Loose Volume to and from Aviation Supplier Location other than Airport Ramp

D Postal Service Transports Loose Volumes to and from Aviation Supplier Ramp

E Aviation Supplier Picks Up ULDs

F Aviation Supplier Delivers in ULDs

G Aviation Supplier Delivers Volume Loose to a Postal Service Designated Location


Tender Code Delivery Code

1 ALBANY NY ALB D D2 ALBURQUERQUE NM ABQ D D3 ALLENTOWN PA ABE D Origin Only4 AMARILLO TX AMA D Origin Only5 ANCHORAGE AK ANC D D6 APPLETON WI ATW D D7 ATLANTA GA ATL E D8 AUSTIN (Air Stop) TX AUS D D9 BALTIMORE MD BWI D D10 BANGOR ME BGR D D11 BATON ROUGE LA BTR D D12 BEND OR RDM D Origin Only13 BILLINGS MT BIL D D14 BIRMINGHAM AL BHM D D15 BISMARK ND BIS D Origin Only16 BOISE ID BOI E F17 BOSTON MA BOS D D18 BOZEMAN MT BZN D Origin Only19 BRISTOL TN / VA TRI D Origin Only20 BUFFALO NY BUF D D21 BURBANK CA BUR D D22 BURLINGTON VT BTV D D23 BUTTE MT BTM D Origin Only24 CASPER WY CPR D Origin Only25 CEDAR RAPIDS IA CID D D26 CHARLESTON WV CRW D D27 CHARLOTTE NC CLT D D28 CHATTANOOGA P&DC TN CHA D D29 CHEYENNE WY CYS D Origin Only30 CHICAGO IL ORD D D31 CINCINNATI OH CVG D D32 CLEVELAND OH CLE D D





33 COLORADO SPRINGS CO COS D D34 COLUMBIA SC CAE D D35 COLUMBUS OH CMH D D36 DALLAS TX DFW D D37 DAYTON OH DAY D D38 DENVER CO DEN D D39 DES MOINES IA DSM D D40 DETROIT MI DTW D D41 DULLES VA IAD D D42 DULUTH MN DLH D D43 DURANGO CO DRO D Origin Only44 EL PASO TX ELP D D45 ELM NY ELM D D46 EUGENE OR EUG D Origin Only47 FAIRBANKS AK FAI D Origin Only48 FLINT P&DC MI FNT D D49 FORT MYERS P&DC FL RSW E F50 FORT WAYNE IN P&DC FWA D D51 FRESNO CA FAT D D52 FT LAUDERDALE FL FLL D F53 FARGO ND FAR D D54 GRAND JUNCTION CO GJT D Origin Only55 GRAND RAPIDS MI GRR D D56 GREAT FALLS MT GTF D D57 GREENSBORO NC GSO D D58 GREENVILLE SC GSP D D59 HARRISBURG PA MDT D D60 HARTFORD CT BDL D D61 HELENA MT HLN D Origin Only62 HONOLULU HI HNL D D63 HOUSTON TX IAH D D64 HUNTSVILLE P&DF AL HSV D D65 INDIANAPOLIS IN IND D D66 JACKSON MS JAN C C67 JACKSONVILLE FL JAX E F68 JFK NY JFK BD D69 KALISPELL MT FCA D Origin Only70 KANSAS CITY MO MCI D D71 KNOXVILLE TN TYS D D72 LAS VEGAS NV LAS D D73 LITTLE ROCK AR LIT C C74 LONG BEACH CA LGB D Origin Only75 LOS ANGELES CA LAX D D76 LOUISVILLE KY SDF D D77 LUBBOCK TX LBB D D78 MADISON WI MSN D D79 MANCHESTER NH MHT D D80 MCALLEN TX MFE D Origin Only81 MEDFORD OR MFR D Origin Only





82 MEMPHIS TN MEM D D83 MIAMI FL MIA D F/D84 MILWAUKEE WI MKE D D85 MINNEAPOLIS MN MSP D D86 MINOT ND MOT D Origin Only87 MISSOULA MT MSO D Origin Only88 MOBILE AL MOB D D89 NASHVILLE TN BNA D D90 NEW ORLEANS LA MSY D D91 NEWARK NJ EWR E F92 NORFOLK VA ORF D D93 OAKLAND CA OAK D D94 OKLAHOMA CITY OK OKC D D95 OMAHA NE OMA D D96 ONTARIO CA ONT D D97 ORANGE COUNTY AIRPORT SNA D Origin Only98 ORLANDO FL MCO A D99 PALM BEACH FL PBI D D (T-F) / G (Sat)100 PASCO WA PSC D Origin Only101 PEORIA MPO IL PIA D D102 PHILADELPHIA PA PHL D D103 PHOENIX AZ PHX D D104 PITTSBURGH PA PIT D/E D105 POCATELLO ID PIH D Origin Only106 PORTLAND ME PWM D D107 PORTLAND OR PDX D D108 PRESQUE ISLE ME PQI D D109 PROVIDENCE RI PVD D D110 RALEIGH NC RDU D D111 RAPID CITY SD RAP D Origin Only112 RENO NV RNO D D113 RICHMOND VA RIC D D114 ROANOKE VA ROA D D115 ROCHESTER MN RST D D116 ROCHESTER NY ROC D D117 ROCK SPRINGS WY RKS D Origin Only118 SACRAMENTO CA SMF D D119 SALISBURY SBY D Origin Only120 SALT LAKE CITY UT SLC E F121 SAN ANTONIO TX SAT D D122 SAN DIEGO CA SAN D D123 SAN FRANCISCO CA SFO E/D F/D124 SAN JOSE CA SJC D D125 SAN JUAN PR SJU D D126 SAVANNAH P&DF GA SAV D D127 SEATTLE WA SEA D D128 SHREVEPORT LA SHV D D129 SIOUX CITY IA SUX D Origin Only130 SOUIX FALLS SD FSD D D




TenderCode Delivery Code

131 SOUTH BEND IN P&DC SBN D D132 SPOKANE WA GEG D D133 SPRINGFIELD MO SGF D D134 ST CLOUD MN STC D Origin Only135 ST LOUIS MO STL D D136 STEWART NY 125 SWF D D137 SYRACUSE NY SYR D D138 TALLAHASSEE P&DF FL TLH D D139 TAMPA FL TPA A D140 TRAVERSE CITY MI TVC D D141 TUCSON AZ TUS D D142 TULSA OK TUL D D143 TWIN FALLS ID TWF D Origin Only144 WATERLOO IA ALO D Origin Only145 WAUSAU WI CWA D D146 WENATCHEE WA EAT D Origin Only147 WICHITA KS ICT D D148 YAKIMA WA YKM D Origin Only

Attachment 5 – Reserved

April 23, 2013


Attachment 6: Postal Furnished Property

Attachment 6

Postal Furnished PropertyApril 16, 2013

Description

Quantity Memphis:

Quantity Indianapolis

QuantityOakland

Computer Workstation 1* Hand Scanners 14 Intermec Printers 14 8 Keyboards / Mouse 14 9 6Keyboards / Mouse 1 Monitor 1 Monitors 14 MSWYB-2 HP Computers 14 Router 1 1 1S-AMS Computer & Monitor 1** 9 6Scales 4 * TIMES computer located at the Truck Gate office** Located at FedEx administrative offices


Attachment 7: Electronic Data Interchange Service Requirements

Attachment 7

Electronic Data Interchange Service RequirementsSeptember 1, 2012

Part I – RESDITPart II – CARDITPart III – INVOICPart IV - Claims

Refer to the rtf files provided with the contract. ** The Electronic Data Interchange Service Requirements referred to above consist of standard electronic data interchange (EDI) guidelines issued by the postal service

and used to establish payment remittance processes. Because of the volume of information in Attachment 7, none of which is material, it has been omitted from thisexhibit. FedEx Corporation will furnish supplementally a copy of this Attachment 7 to the Securities and Exchange Commission upon request.


Attachment 8: Investigative / Security Protocol and Guidelines

Attachment 8

Investigative / Security Protocol and GuidelinesU.S. Postal Inspection Service

July 2012

This document contains a statement of principles which will be used by the U.S. Postal Inspection Service (“Inspection Service”) and the aviation supplier to address U.S.Mail investigations and security matters related to contract ACN-13-FX (“the Agreement”) between the aviation supplier and the United States Postal Service (“the PostalService”). This statement of principles is not intended to be all-inclusive but is designed to provide a broad framework that will allow flexibility for the parties to accomplishtheir respective security and investigative missions. In no event should this statement of principles be construed as an expansion of the aviation supplier’s obligations or theInspection Service’s authority under any applicable law or regulation or to expand either party’s rights or obligations under the Agreement. For purposes of this statement ofprinciples, the term “mail” shall hereinafter mean any item that is tendered to the aviation supplier by the Postal Service for transportation. This statement of principles isbased on open communication and cooperation between the parties at each organizational level to the fullest extent possible in postal-related matters.

Coordination

1. The local contact points for the coordination of any mail related investigations and security issues related to this agreement will be at the aviation supplier’s

Security Director level and the Inspection Service Division level. ( Attachment A: Postal Contact Listing and Attachment B: Aviation supplier Contact Listingfor Postal Service Inspectors )

2. The aviation supplier’s Corporate Security and the Inspection Service, Deputy Chief Inspector, Headquarters Operations, will address all policy issues and anyinvestigative or operational issues not resolved at the local level.

Communication

1. The aviation supplier Security will notify the appropriate Inspection Service Division of any known theft, vandalism or criminal activity involving the mailwhile in the custody of the aviation supplier.

2. The Inspection Service Division will notify the appropriate aviation supplier representative of any criminal activity or security issues related issues to the mailthat is handled by the aviation supplier.

3. The parties will cooperate and assist, with relevant security and investigative information related to the transportation and handling of the mail and with theaviation supplier facilities and equipment on postal owned or leased property.

Security of U.S. Mails

1. While in the custody of the aviation supplier, its employees or agents, mail may not be opened, searched or seized unless (a) expressly authorized by a Postal

Inspector or (b) as required by a properly executed federal search warrant. The aviation supplier shall notify a Postal Inspector of any warrants served for mail inthe custody of the aviation supplier before coordinating the warrant execution.

2. Address information from the mail in the custody and control of the aviation supplier may not be recorded or disclosed by the aviation supplier employees,

except as required for operational purposes regarding the sortation and transportation of the mail. Address information from the mail may only be disclosed toanother law enforcement or government agency upon express approval by a Postal Inspector in accordance with postal regulations.



The aviation supplier shall notify a Postal Inspector of all requests from law enforcement for information about mail in the custody of the aviation supplier.

3. In situations where the aviation supplier has reason to believe that mail contains dangerous or injurious contents (including hazmat) that pose potential danger tothe aviation supplier’s employees, customers, equipment, products or facilities, the aviation supplier may take actions necessary to secure the item and minimizethe risk. In these situations, the Inspection Service immediately will be notified and the aviation supplier and the Inspection Service will coordinate thedisposition of the item.

4. In situations where the Inspection Service identifies dangerous or hazardous mail that was transported by the aviation supplier that posed a risk to the aviationsupplier’s employees, equipment, products or facilities, the Inspection Service immediately will notify the aviation supplier’s Security.

5. Mail security regulations from the Administrative Support Manual, section 274, apply to this contract.

Investigations

1. The aviation supplier’s Security will notify the Inspection Service of all investigative and security issues affecting the mail in the custody of the aviationsupplier.

2. The Inspection Service will be responsible for conducting all criminal investigations involving the theft or obstruction of mail or contraband found in the mailwhile in the aviation supplier’s system and for criminal activities directed at the aviation supplier’s equipment, facilities, customers, or employees on postalowned or leased property. The Inspection Service will give, as much notice to the aviation supplier involving the aviation supplier’s property or employees, andwill coordinate with the aviation supplier to prevent disruption to the aviation supplier’s business operations consistent with the obligation under theNoninterference section of this document.

Criminal and Administrative Proceedings

1. The aviation supplier (subject to the receipt of a properly issued subpoena or other compulsory process) and Inspection Service personnel may serve aswitnesses in criminal and administrative proceedings that result from these investigations.

Access to the Aviation Supplier’s Operations, Facilities, Personnel and Loss Data

1. The Inspection Service acknowledges that the prime responsibility of the aviation supplier lies in the safe and expeditious movement of cargo. The InspectionService agrees not to direct any aviation supplier personnel to facilitate the operations of a law enforcement agency.

2. Subject always to the matters addressed under the heading Noninterference below, the aviation supplier will provide the Inspection Service with reasonable

access to its facilities, operations, and records when necessary for investigations involving the mail, as mutually agreed upon by the local Postal Inspector andlocal security.

3. The aviation supplier will coordinate interviews of its employees with the Inspection Service relevant to their investigations involving the mail. Except asotherwise agreed upon, it is within the aviation supplier’s sole discretion, whether investigative interviews of the aviation supplier’s employees by the InspectionService shall occur on the aviation supplier’s facilities or property. The aviation supplier may not participate in custodial interviews conducted by PostalInspectors.

4. Investigative reports prepared by the aviation supplier will be provided to the Inspection Service in response to a validly issued subpoena after the aviationsupplier’s investigation has



been completed. The aviation supplier’s management will make independent determinations about the discipline or discharge of any of the aviation supplier’semployee. The Inspection Service shall not attempt to dictate, direct or carry out such actions.

5. The Inspection Service will provide its investigative reports to the aviation supplier through the Postal Service Contracting Officer and will provide aninformation copy directly to the aviation supplier.

Surveillance Operations

1. The aviation supplier will provide access to its own CCTV systems and will assist the Inspection Service with the installation of temporary camera systems

required in investigations involving the mail. The installation of Inspection Service camera systems will be in compliance with federal and state laws governingvideo surveillance investigations, and the aviation supplier’s privacy policies.

2. Upon request of the aviation supplier, the Inspection Service will share the information obtained from the use of its investigative camera systems installed in theaviation supplier’s facilities and other surveillance equipment used in their investigations.

Undercover Operations

1. The aviation supplier may, subject to the heading Noninterference below, authorize the temporary placement of Inspection Service undercover personnel in its

facilities where deemed necessary for investigations involving the mail, provided, however, in no circumstances will the aviation supplier be responsible for anycontrolled deliveries.

2. The Postal Service will defend and indemnify the aviation supplier for any loss, damage or other liability arising from the use of undercover personnel in theaviation supplier’s facilities.

Contingency Planning and Notification

1. The aviation supplier will ensure the Inspection Service is listed as a party to be notified in its critical incident or contingency plans related to the loss,

destruction, or delay of the mail caused by catastrophic losses of an aircraft or other vehicle transporting the mail, or at the aviation supplier’s facility. Theaviation supplier will cooperate with the Inspection Service in the recovery of the mail where reasonable.

Overgoods Operations

1. The aviation supplier will provide security to any identified mail or mail contents processed in its overgoods operations and will ensure its transfer to the PostalService in accordance with standard operating plans.

2. When directly relevant to mail security and investigations, the aviation supplier may, in its sole discretion, provide information to the Inspection Serviceregarding losses of the aviation supplier’s product identified in its overgoods operations.


Attachment 8: Investigative / Security Protocol and Guidelines Protection and Disclosure of Information from Investigations

1. The aviation supplier and the Inspection Service agree to protect all information obtained in the course of their respective investigations from any unauthorized

disclosure. Any confidential, proprietary, privileged, or otherwise sensitive information obtained during the course of an investigation will be handled undermutual agreement between the Inspection Service and the aviation supplier.

2. All information related to Inspection Service investigations involving mail in the aviation supplier’s system or investigations of the aviation supplier’semployees will be maintained in the Inspection Service Investigative File System as prescribed by the Privacy Act of 1974, 5 U.S.C. 552a. Any requests by thirdparties for records maintained in this system will be processed in accordance with requirements of the Privacy Act and applicable privacy policies of the aviationsupplier.

3. All public disclosures of information related to investigations conducted by the Inspection Service and THE AVIATION SUPPLIER Security, including media

requests or press releases, will be coordinated between and approved by the Inspection Service and the aviation supplier in accordance with a mutually agreedcommunications plan and the aviation supplier’s privacy policies.

Noninterference

1. The Inspection Service agrees that in the exercise of its rights under this protocol it will not disrupt or interfere with any of the aviation supplier’s operations.

Modifications

1. This protocol and guidelines may be modified based on the mutual agreement of the aviation supplier and the Inspection Service.

Postal Contact for Inspectors

Contact Number: 877-876-2455Option 2 EmergencyOption 3 Mail Theft


Attachment 9: Wage Determination

Attachment 9

Wage DeterminationOctober 31, 2012

Due to the size and complexity of this solicitation, it is impracticable to attach all relevant wage determinations to the solicitation packet. In lieu of a physical attachment, thePostal Service has worked with the Department of Labor to provide instructions to potential contractors for accessing the wage determination(s) on the Department of Laborwebsite. The instructions are as follows:

Current wage determinations can be found at www.wdol.gov. This is the official Department of Labor website from which to access wage determinations. To access wagedeterminations, enter the website and click “Selecting SCA WDs” under the column heading “Service Contract Act.” Use the drop down menu to select the state and countyfor the designated wage determination, and then click “Continue.” Answer “No” for the question “Were these services previously performed at this locality under anSCA-covered contract?” Answer “No” for the question “Are the contract services to be performed listed below as Non-Standard Services?” Click on the Printer FriendlyVersion for a full view and printable Wage Determination. Identify the SCA wage determination(s), including determination number, revision date, and state and counties thatwere used to determine that the rates offered are in compliance on Attachment 13: Service Contract Act Wage Determinations .* The revision numbers of the wagedeterminations listed in the solicitation index of wage determinations should be used in the comparisons. For all the identified SCA eligible labor categories, map the SCAequivalent labor category title (titles/descriptions available at http://www.wdol.gov. Click on the “library” link, then download the SCA Directory of Occupations, 5thEdition). Also identify the Wage Determination number that the labor categories in your offer are predicated. Note that the applicable revision number for all WageDetermination numbers is the revision number identified in the solicitation index of wage determinations. In those instances where the aviation supplier has a non-standardclassification (a standard wage does not fit the work category) that requires a special SCA wage determination, the aviation supplier must contact the Postal ServiceContracting Officer at:

Manager, Air Transportation CMC475 L’ Enfant Plaza SW, Room 1P650Washington, DC 20260-0650

Although the aviation supplier assumes sole responsibility to faithfully discharge all duties and obligations with regards to wage determinations imposed by the Department ofLabor, the Postal Service will assist the aviation supplier upon the aviation supplier’s request, to the extent necessary, in selecting the appropriate wage determinations.

The aviation supplier should review the Service Contract Act Directory of Occupations to confirm whether the positions the aviation supplier wishes to offer fit into thecurrently published occupation titles under the wage determination. If the position will not fit into any of the currently published occupation titles, please review theinstructions in the wage determination entitled “The process for preparing a conformance request.” In accordance with the Department of Labor instructions (that can befound at www.wdol.gov) in each wage determination, entitled Conformance Process, any class of service employee that is not listed therein and that is to be employed underthe contract (i.e., the work to be performed is not performed by any classification listed in the wage determination) must be classified by the contractor so as to provide areasonable relationship (i.e., appropriate level of skill comparison) between such unlisted classifications and the classifications listed in the wage determination. Suchconformed classes of employees shall be paid the monetary wages and furnished the fringe benefits as are determined. Such conforming process shall be initiated by thecontractor prior to the performance of contract work by such unlisted class(es) of employees. The conformed classification, wage rate, and/or fringe benefits shall beretroactive to the commencement date of the contract.


Attachment 9: Wage Determination * Given the desire of the offerors to seek additional information from the Department of Labor regarding the applicability of the Service Contract Act to the contract(s) that

may result from this solicitation, the completed submission of Attachment 13: Service Contract Act Wage Determination may be delayed until a mutually agreeable dateprior to contract award. As a condition of acceptance of the offeror’s proposal(s), the offeror must explicitly state that the proposed pricing will hold firm irrespective ofany determination made by the Department of Labor.

Proprietary Information — Competition Sensitive Attachment 10 - Pricing Day Network (Proposal 2F) 2/27/2017

[*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


Attachment 10 - Pricing Night Network (Proposal 2B) 18-Apr-13



Attachment 10 - Pricing 6/27/2014




Attachment 11: Perishable Mail and Lives

Attachment 11

Perishable Mail and LivesApril 22, 2013

The aviation supplier will accept perishable mail and live animals as specified under Domestic Mail Manual 601, subsection 9.3, effective on June 19, 2006. All live animalshipments are designated as ‘air only’ shipments.

The Postal Service will tender perishable mail and live animal shipments to the aviation supplier for the Day Network, Tuesday through Saturday, and for the Night Network,Monday through Friday. Due to potential extended delivery times, the Postal Service will not tender any live animal shipments the day before a holiday.

All volume for perishable mail and live animals will be planned during the Ordering Process.

The Postal Service will be required to supply each air stop with a determined number of coverings of loosely woven material for covering the live animal shipments inweather events.

The Postal Service shall ensure that its Terminal Handling Suppliers follow the procedures established by the aviation supplier for the proper loading and securing of liveanimal shipments.

For the Day and Night Networks, all bee shipments must be tendered separately from all other shipments. Bee shipments are prohibited on the aviation supplier’s FeederNetwork.

The aviation supplier will provide specific details on the pallet building for live animal shipments.

The Postal Service will tender all live animals with a ULD D&R tag attached to the cargo net. The D&R tag will be attached to a manila tag (supplied by the Postal Service)and secured to the net with a cable tie.

Day Network

All live animal shipments must be tendered to the aviation supplier on an aircraft pallet per the market aircraft type as provided by the aviation supplier. The pallet types andaircraft assignment per air stop will be provided by the aviation supplier Tender will be by the ’All Mail Due Aviation Supplier’ column as shown in Attachment 3: OperatingPlan, Day Network.

Night Network

The aviation supplier will accept live animals for loose loading for the Night Network. The aviation supplier will accept a maximum of two hundred (200) cubic feet(approximately twenty (20) pieces) of live animals for loose loading at the time specified in the ‘All Mail Due Aviation Supplier’ column in Attachment 4: Operating Plan,Night Network . For more than two hundred (200) cubic feet, the Postal Service will be required to tender no less than two (2) hours prior to the scheduled aircraft departure.More time may be required based on volume and local ramp circumstances.

Terminal Handling

The Postal Service will not place live animals inside of a closed ULD. All live animals will be shipped via pallet which will be provided by the aviation supplier. Live animalshipments will be maintained in an upright position throughout the transportation process to prevent fatality. The Postal Service will not accept or load any shipment thatappears to be damaged. The Postal Service will ensure four (4) inches of air space around the perimeter of stacks of boxes. The ‘spacers / pallets’ used between the stacks oflive animals will be provided by the Postal Service.


Attachment 11: Perishable Mail and Lives The live animals cannot be left in direct sunlight for extended periods. Additionally, the live animals cannot be left in drafty areas or exposed to exhaust fumes. Live animalscannot be placed near dry ice shipments. If for any particular trunk flight for any origin or destination air stop on the Night Network there is more than 1,000 pounds of dryice, any live animal shipments will be rolled to the following Day Network operation. If it is necessary to roll live animal shipments to the following Day Network operation,the aviation supplier will not incur a reduction in payment for the applicable live animal shipments. On the Day Network, live animal shipments have priority over dry ice.Live animal shipments cannot be covered with any plastic. Cargo or mail cannot be placed on top of live animals.

Attachment 12 – Reserved

April 23, 2013


Attachment 13: Service Contract Act Wage DeterminationsOctober 31, 2016

Attachment 13

Service Contract Act Wage DeterminationsOctober 31, 2016




Attachment 14: Contract Density

Attachment 14Contract Density for the Day Network

August 23, 2016

“Contract Density” will be measured by the invoicing system of record. It will measure the density (pounds per cubic foot) to be used as referenced in the following sectionsof the contract:

• Part1:StatementofWork; Reduction in Payment

• Part1:StatementofWork;Payment Processing - Day Network - Per Cube, Mail Tendered in ULDs

• Part1:StatementofWork; Payment Processing - Day Network - Per Cube, Mail Tendered from Surface Trucks

• Part1:StatementofWork; Payment Processing - Day Network - Per Cube, Mail Tendered from Ad Hoc Trucks into the Aviation Supplier Hub

“Contract Density” will be calculated based on the sum of all assigned rounded weights for handling types “D” (loose Mixed Handling Units), “F” (loose Ad Hoc TruckHandling Unit) minus any type “D” and “F” shipments that should have been classified as type “E” (loose USPS trucking origin units), and “M” (Day Hub assignments)minus handling type “M”s that were matched to loose Handling Units in the contingency process (MCX). The total of these pounds will be divided by the total Cubic Feet ofall D&Rs rated as handling types “C” (Mixed ULDs) and “H” (Partial Containers). The Cubic Feet used for Adhoc trucking volume for density calculations will be 3790. Thedensity calculation will be rounded to the nearest hundredth.

“Contract Density” will be based on the actual density calculated from two operating periods prior to the operating period being invoiced. With the following exceptions,“Peak Season” (December Operating Period) “Contract Density” will use the actual density from the prior year’s Peak Season. Both, January and February Operating Periodswill use the actual November density from the same contract (fiscal) year.

This “Contract Density” measurement process will begin with Operating Period 11and continue through the end of the contract unless the parties mutually agree to a change.For Operating Periods 9 and 10, “Contract Density” will be calculated using data from the invoice of record, and the process outlined in the legacy system associated withcontract FXNET-2006-01 from Operating Periods 7 and 8.

In addition, for Operating Periods 1 through 8, the Postal Service and FedEx agree to reconcile each Operating Period using the actual density as measured under the priorcontract, FXNET-2006-01, and agreed to by both parties as shown in the table below.


Attachment 14: Contract Density The agreed to “Contract Density” to be used for the contract measurement and during the Reconciliation Process is as follows (Operating Periods through 84 are shownbelow, the process described above will be followed for all future Operating Periods):

Operating Period Contract Density Process1 (Oct-13) [*] Recalculate using this actual density2 (Nov-13) [*] Recalculate using this actual density3 (Dec-13) [*] Recalculate using this actual density4 (Jan-14) [*] Recalculate using this actual density5 (Feb-14) [*] Recalculate using this actual density6 (Mar-14) [*] Recalculate using this actual density7 (Apr-14) [*] Recalculate using this actual density8 (May-14) [*] Recalculate using this actual density9 (Jun-14) 14-Apr Two Prior OP Actual10 (Jul-14) 14-May Two Prior OP Actual11 (Aug-14) 14-Jun Two Prior OP Actual12 (Sep-14) 14-Jul Two Prior OP Actual13 (Oct-14) 14-Aug Two Prior OP Actual14 (Nov-14) 14-Sep Two Prior OP Actual15 (Dec-14) [*] Previous Year’s Actual Density16 (Jan-15) 14-Nov Two Prior OP Actual17 (Feb-15) 14-Nov Three Prior OP Actual18 (Mar-15) 15-Jan Two Prior OP Actual19 (Apr-15) 15-Feb Two Prior OP Actual20 (May-15) 15-Mar Two Prior OP Actual21 (Jun-15) 15-Apr Two Prior OP Actual22 (Jul-15) 15-May Two Prior OP Actual23 (Aug-15) 15-Jun Two Prior OP Actual24 (Sep-15) 15-Jul Two Prior OP Actual25 (Oct-15) 15-Aug Two Prior OP Actual26 (Nov-15) 15-Sep Two Prior OP Actual27 (Dec-15) [*] Previous Year’s Actual Density28 (Jan-16) 15-Nov Two Prior OP Actual29 (Feb-16) 15-Nov Three Prior OP Actual30 (Mar-16) 16-Jan Two Prior OP Actual31 (Apr-16) 16-Feb Two Prior OP Actual32 (May-16) 16-Mar Two Prior OP Actual33 (Jun-16) 16-Apr Two Prior OP Actual34 (Jul-16) 16-May Two Prior OP Actual35 (Aug-16) 16-Jun Two Prior OP Actual36 (Sep-16) 16-Jul Two Prior OP Actual37 (Oct-16) 16-Aug Two Prior OP Actual38 (Nov-16) 16-Sep Two Prior OP Actual39 (Dec-16) [*] Previous Year’s Actual Density40 (Jan-17) 16-Nov Two Prior OP Actual41 (Feb-17) 16-Nov Three Prior OP Actual42 (Mar-17) 17-Jan Two Prior OP Actual43 (Apr-17) 17-Feb Two Prior OP Actual44 (May-17) 17-Mar Two Prior OP Actual45 (Jun-17) 17-Apr Two Prior OP Actual46 (Jul-17) 17-May Two Prior OP Actual47 (Aug-17) 17-Jun Two Prior OP Actual48 (Sep-17) 17-Jul Two Prior OP Actual




Attachment 14: Contract Density

Operating Period Contract Density Process45 (Jun-17) 17-Apr Two Prior OP Actual46 (Jul-17) 17-May Two Prior OP Actual47 (Aug-17) 17-Jun Two Prior OP Actual48 (Sep-17) 17-Jul Two Prior OP Actual49 (Oct-17) 17-Aug Two Prior OP Actual50 (Nov-17) 17-Sep Two Prior OP Actual51 (Dec-17) [*] Previous Year’s Actual Density52 (Jan-18) 17-Nov Two Prior OP Actual53 (Feb-18) 17-Nov Three Prior OP Actual54 (Mar-18) 18-Jan Two Prior OP Actual55 (Apr-18) 18-Feb Two Prior OP Actual56 (May-18) 18-Mar Two Prior OP Actual57 (Jun-18) 18-Apr Two Prior OP Actual58 (Jul-18) 18-May Two Prior OP Actual59 (Aug-18) 18-Jun Two Prior OP Actual60 (Sep-18) 18-Jul Two Prior OP Actual61 (Oct-18) 18-Aug Two Prior OP Actual62 (Nov-18) 18-Sep Two Prior OP Actual63 (Dec-18) [*] Previous Year’s Actual Density64 (Jan-19) 18-Nov Two Prior OP Actual65 (Feb-19) 18-Nov Three Prior OP Actual66 (Mar-19) 19-Jan Two Prior OP Actual67 (Apr-19) 19-Feb Two Prior OP Actual68 (May-19) 19-Mar Two Prior OP Actual69 (Jun-19) 19-Apr Two Prior OP Actual70 (Jul-19) 19-May Two Prior OP Actual71 (Aug-19) 19-Jun Two Prior OP Actual72 (Sep-19) 19-Jul Two Prior OP Actual73 (Oct-19) 19-Aug Two Prior OP Actual74 (Nov-19) 19-Sep Two Prior OP Actual75 (Dec-19) [*] Previous Year’s Actual Density76 (Jan-20) 19-Nov Two Prior OP Actual77 (Feb-20) 19-Nov Three Prior OP Actual78 (Mar-20) 20-Jan Two Prior OP Actual79 (Apr-20) 20-Feb Two Prior OP Actual80 (May-20) 20-Mar Two Prior OP Actual81 (Jun-20) 20-Apr Two Prior OP Actual82 (Jul-20) 20-May Two Prior OP Actual83 (Aug-20) 20-Jun Two Prior OP Actual84 (Sep-20) 20-Jul Two Prior OP Actual




Attachment 15: Average Weights

Attachment 15Average WeightAugust 23, 2016

This attachment describes the process to establish the Average Weight used for D&Rs (Handling Units) where the actual weight is not available or is not correct. Beginningwith Operating Period 1, the process established in contract FXNET-2006-01 (legacy) for Average Weights will be used until the Operating Period during which the PostalService invoicing system is implemented. Beginning with the Operating Period during which the Postal Service invoicing system is implemented and for all subsequentOperating periods the following process will be in effect:

These average weights will be used in reconciliation and SASS will use these averages weights for all HUP, FXI and FXO assignments.

The average weight will be calculated at the end of each operating period as follows:

Sum the weight of all handling units by invoiced Handling Type.

The Day Turn will include handling types A, D, E, and F total weights divided by the count of D&Rs that the origin is not FXI, FXO or HUP.

The Night Turn will include handling types I and K total weights divided by the count of D&Rs that the origin is not FXI, FXO or HUP.

The result is then rounded to the nearest pound.

The Average Weight calculation from two operating periods prior will be used for the operating period being invoiced and reconciled. This process will not be adjusted orchanged in reconciliation.


Attachment 16: Re-labeling / Type MMatching Process

Attachment 16

Re-labeling / Type MMatching Process

June 27, 2014

The following payment system process identifies handling units that are missing contractually required scans due to the day Re-Label Process.

The Postal Service payment system, SASS, will identify handling types A, D, E, F, & G with an open bypass deduction code that missing Delivery scans, and do not havethird-party THS Break Scans. These handling units will be grouped by RDT date, destination, and D&R. These handling units will be labeled “Bucket 1”.

The Postal Service payment system, SASS, will then identify all handling units with HUP, FXI or FXO origins (handling type “M”) that have a FedEx delivery scan at thecorrect Service Point. These handling units will be labeled “Bucket 2”.

During the invoice process, for each RDT date, the Postal Service payment system, SASS, will match the “Bucket 1” handling units to the “Bucket 2” handling units that havethe same destination and RDT date.

If any “Bucket 1” handling units remain unmatched, the Postal Service payment system, SASS, will then match these handling units to any “Bucket 2” handling units withRDT date + 1 that were not previously used in the matching process.

[*]

Any “Bucket 1” handling unit successfully matched to a “Bucket 2” handling unit will not be subject to the missing scan deductions for fuel or non-fuel described in “Part 1:Statement of Work; Payment Procedures.”

The successfully matched “Bucket 1” handling units will be identified with deduction reason code MCX, cancelling the fuel and non-fuel deductions described in “Part 1:Statement of Work; Payment Procedures.”. These handling units will still maintain performance waiver code 007.

All handling units rated as handling type M will not be subject to missing scan deductions for Nest or Delivery scans described in “Part 1: Statement of Work; PaymentProcedures.”

All handling units rated as handling type M will be subject to fuel and non-fuel deductions for scans that are provided at incorrect delivery Service Points described in the“Part 1: Statement of Work; Payment Procedures and Payment Processing – Day Network – Per Cube” sections and as stated above the type M handling units will not meetthe “Bucket 2” type M criteria.

All type M handling units with a delivery scan at a correct delivery Service Point will be included in lane performance evaluation and reductions in payment, described in the“Part 1: Statement of Work; Performance Requirements and Measurement and Reduction of Payment” sections. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the



Attachment 16: Re-labeling / Type MMatching Process

Beginning with the Operating Period during which the Postal Service invoicing system implements the Relabeling / type M Matching process module and for all subsequentOperating Periods, the process described above will be in effect.

For all Operating Periods prior to the Operating Period in which the Postal Service invoicing system is implemented, handling units that qualify as Bucket 1 will not besubject to missing scan deductions for Nest or Delivery scans described in “Part 1: Statement of Work; Payment Procedures.” The Postal Service and FedEx will resolve thesehandling units during the reconciliation process for each of these Operating Periods.

Beginning with the Operating Period during which the Postal Service invoicing system is implemented and for all subsequent Operating Periods prior to the Operating Periodduring which the Postal Service invoicing system implements the Relabeling / type M Matching process module, handling units that qualify as Bucket 1 will not be subject tomissing scan deductions for Nest or Delivery scans described in “Part 1: Statement of Work; Payment Procedures.” During these periods, the Postal Service invoicing systemwill execute the missing scan deductions; however, the Postal Service and FedEx will jointly identify and reverse these deductions during the reconciliation process.


Attachment 17: Handling Types

Attachment 17Handling Types

June 27, 2014

The following list defines Handling Types as referenced in the contract and preceding attachments.

Handling Type Handling Type Description A Lives Handling Unit B Bypass Container C Mixed Container D Mixed Handling Unit E Trucked Handling Unit G Bypass Handling Unit H Partial Container I Night Handling Unit J Night Mixed Container K Night Lives Handling Unit L LIV or TRK Container M HUP Handling Unit

Attachment 18 Volume Acceptance Worksheet - Combined Day O-D and Lane Level - February 27, 2017

Origin Airstop Level Distribution (CUFT)

Origin Airstop Level Percentage

Destinating Airstop Level Distribution (CUFT)

Destinating Airstop Level Percentage

ADV: [*] ADV [*] SUM: [*] [*] [*] [*] [*] [*] [*] [*] SUM [*] [*] [*] [*] [*] [*] [*] [*]OAMC Tue-Wed

Thu-Fri Sat Sun Tue-Wed Thu-Fri Sat Sun DAMC Tue-Wed

Thu-Fri Sat Sun Tue-Wed Thu-Fri Sat Sun

ABQ [*] [*] [*] [*] [*] [*] [*] [*] ABQ [*] [*] [*] [*] [*] [*] [*] [*]ANC [*] [*] [*] [*] [*] [*] [*] [*] ANC [*] [*] [*] [*] [*] [*] [*] [*]ATL [*] [*] [*] [*] [*] [*] [*] [*] ATL [*] [*] [*] [*] [*] [*] [*] [*]AUS [*] [*] [*] [*] [*] [*] [*] [*] AUS [*] [*] [*] [*] [*] [*] [*] [*]BDL [*] [*] [*] [*] [*] [*] [*] [*] BDL [*] [*] [*] [*] [*] [*] [*] [*]BHM [*] [*] [*] [*] [*] [*] [*] [*] BHM [*] [*] [*] [*] [*] [*] [*] [*]BIL [*] [*] [*] [*] [*] [*] [*] [*] BIL [*] [*] [*] [*] [*] [*] [*] [*]BNA [*] [*] [*] [*] [*] [*] [*] [*] BNA [*] [*] [*] [*] [*] [*] [*] [*]BOI [*] [*] [*] [*] [*] [*] [*] [*] BOI [*] [*] [*] [*] [*] [*] [*] [*]BOS [*] [*] [*] [*] [*] [*] [*] [*] BOS [*] [*] [*] [*] [*] [*] [*] [*]BWI [*] [*] [*] [*] [*] [*] [*] [*] BTR [*] [*] [*] [*] [*] [*] [*] [*]CLE [*] [*] [*] [*] [*] [*] [*] [*] BWI [*] [*] [*] [*] [*] [*] [*] [*]CLT [*] [*] [*] [*] [*] [*] [*] [*] CLE [*] [*] [*] [*] [*] [*] [*] [*]CMH [*] [*] [*] [*] [*] [*] [*] [*] CLT [*] [*] [*] [*] [*] [*] [*] [*]CRW [*] [*] [*] [*] [*] [*] [*] [*] CMH [*] [*] [*] [*] [*] [*] [*] [*]CVG [*] [*] [*] [*] [*] [*] [*] [*] CRW [*] [*] [*] [*] [*] [*] [*] [*]DEN [*] [*] [*] [*] [*] [*] [*] [*] CVG [*] [*] [*] [*] [*] [*] [*] [*]DFW [*] [*] [*] [*] [*] [*] [*] [*] DAY [*] [*] [*] [*] [*] [*] [*] [*]DSM [*] [*] [*] [*] [*] [*] [*] [*] DEN [*] [*] [*] [*] [*] [*] [*] [*]DTW [*] [*] [*] [*] [*] [*] [*] [*] DFW [*] [*] [*] [*] [*] [*] [*] [*]ELP [*] [*] [*] [*] [*] [*] [*] [*] DSM [*] [*] [*] [*] [*] [*] [*] [*]EWR [*] [*] [*] [*] [*] [*] [*] [*] DTW [*] [*] [*] [*] [*] [*] [*] [*]FAR [*] [*] [*] [*] [*] [*] [*] [*] ELP [*] [*] [*] [*] [*] [*] [*] [*]FSD [*] [*] [*] [*] [*] [*] [*] [*] EWR [*] [*] [*] [*] [*] [*] [*] [*]GEG [*] [*] [*] [*] [*] [*] [*] [*] FAR [*] [*] [*] [*] [*] [*] [*] [*]GRR [*] [*] [*] [*] [*] [*] [*] [*] FSD [*] [*] [*] [*] [*] [*] [*] [*]GSO [*] [*] [*] [*] [*] [*] [*] [*] GEG [*] [*] [*] [*] [*] [*] [*] [*]GTF [*] [*] [*] [*] [*] [*] [*] [*] GRR [*] [*] [*] [*] [*] [*] [*] [*]HNL [*] [*] [*] [*] [*] [*] [*] [*] GSO [*] [*] [*] [*] [*] [*] [*] [*]IAD [*] [*] [*] [*] [*] [*] [*] [*] HNL [*] [*] [*] [*] [*] [*] [*] [*]IAH [*] [*] [*] [*] [*] [*] [*] [*] IAD [*] [*] [*] [*] [*] [*] [*] [*]ICT [*] [*] [*] [*] [*] [*] [*] [*] IAH [*] [*] [*] [*] [*] [*] [*] [*]IND [*] [*] [*] [*] [*] [*] [*] [*] ICT [*] [*] [*] [*] [*] [*] [*] [*]JAN [*] [*] [*] [*] [*] [*] [*] [*] IND [*] [*] [*] [*] [*] [*] [*] [*]JAX [*] [*] [*] [*] [*] [*] [*] [*] JAN [*] [*] [*] [*] [*] [*] [*] [*]JFK [*] [*] [*] [*] [*] [*] [*] [*] JAX [*] [*] [*] [*] [*] [*] [*] [*]LAS [*] [*] [*] [*] [*] [*] [*] [*] JFK [*] [*] [*] [*] [*] [*] [*] [*]LAX [*] [*] [*] [*] [*] [*] [*] [*] LAS [*] [*] [*] [*] [*] [*] [*] [*]

*Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,as amended.


LBB [*] [*] [*] [*] [*] [*] [*] [*] LIT [*] [*] [*] [*] [*] [*] [*] [*]MCI [*] [*] [*] [*] [*] [*] [*] [*]MCO [*] [*] [*] [*] [*] [*] [*] [*]MEM [*] [*] [*] [*] [*] [*] [*] [*]MHT [*] [*] [*] [*] [*] [*] [*] [*]MIA [*] [*] [*] [*] [*] [*] [*] [*]MKE [*] [*] [*] [*] [*] [*] [*] [*]MLI [*] [*] [*] [*] [*] [*] [*] [*]MOB [*] [*] [*] [*] [*] [*] [*] [*]MSP [*] [*] [*] [*] [*] [*] [*] [*]MSY [*] [*] [*] [*] [*] [*] [*] [*]OAK [*] [*] [*] [*] [*] [*] [*] [*]OKC [*] [*] [*] [*] [*] [*] [*] [*]OMA [*] [*] [*] [*] [*] [*] [*] [*]ONT [*] [*] [*] [*] [*] [*] [*] [*]ORD [*] [*] [*] [*] [*] [*] [*] [*]ORF [*] [*] [*] [*] [*] [*] [*] [*]PDX [*] [*] [*] [*] [*] [*] [*] [*]PHL [*] [*] [*] [*] [*] [*] [*] [*]PHX [*] [*] [*] [*] [*] [*] [*] [*]PIT [*] [*] [*] [*] [*] [*] [*] [*]RDU [*] [*] [*] [*] [*] [*] [*] [*]RIC [*] [*] [*] [*] [*] [*] [*] [*]RNO [*] [*] [*] [*] [*] [*] [*] [*]ROC [*] [*] [*] [*] [*] [*] [*] [*]SAN [*] [*] [*] [*] [*] [*] [*] [*]SAT [*] [*] [*] [*] [*] [*] [*] [*]SDF [*] [*] [*] [*] [*] [*] [*] [*]SEA [*] [*] [*] [*] [*] [*] [*] [*]SFO [*] [*] [*] [*] [*] [*] [*] [*]SGF [*] [*] [*] [*] [*] [*] [*] [*]SHV [*] [*] [*] [*] [*] [*] [*] [*]SJU [*] [*] [*] [*] [*] [*] [*] [*]SLC [*] [*] [*] [*] [*] [*] [*] [*]SMF [*] [*] [*] [*] [*] [*] [*] [*]SPI [*] [*] [*] [*] [*] [*] [*] [*]STL [*] [*] [*] [*] [*] [*] [*] [*]TPA [*] [*] [*] [*] [*] [*] [*] [*]TUL [*] [*] [*] [*] [*] [*] [*] [*]TUS [*] [*] [*] [*] [*] [*] [*] [*]TYS [*] [*] [*] [*] [*] [*] [*] [*]

LAX [*] [*] [*] [*] [*] [*] [*] [*] LBB [*] [*] [*] [*] [*] [*] [*] [*]LIT [*] [*] [*] [*] [*] [*] [*] [*]MCI [*] [*] [*] [*] [*] [*] [*] [*]MCO [*] [*] [*] [*] [*] [*] [*] [*]MEM [*] [*] [*] [*] [*] [*] [*] [*]MHT [*] [*] [*] [*] [*] [*] [*] [*]MIA [*] [*] [*] [*] [*] [*] [*] [*]MKE [*] [*] [*] [*] [*] [*] [*] [*]MOB [*] [*] [*] [*] [*] [*] [*] [*]MSP [*] [*] [*] [*] [*] [*] [*] [*]MSY [*] [*] [*] [*] [*] [*] [*] [*]OAK [*] [*] [*] [*] [*] [*] [*] [*]OKC [*] [*] [*] [*] [*] [*] [*] [*]OMA [*] [*] [*] [*] [*] [*] [*] [*]ONT [*] [*] [*] [*] [*] [*] [*] [*]ORD [*] [*] [*] [*] [*] [*] [*] [*]ORF [*] [*] [*] [*] [*] [*] [*] [*]PDX [*] [*] [*] [*] [*] [*] [*] [*]PHL [*] [*] [*] [*] [*] [*] [*] [*]PHX [*] [*] [*] [*] [*] [*] [*] [*]PIT [*] [*] [*] [*] [*] [*] [*] [*]PNS [*] [*] [*] [*] [*] [*] [*] [*]PWM [*] [*] [*] [*] [*] [*] [*] [*]RDU [*] [*] [*] [*] [*] [*] [*] [*]RIC [*] [*] [*] [*] [*] [*] [*] [*]RNO [*] [*] [*] [*] [*] [*] [*] [*]ROC [*] [*] [*] [*] [*] [*] [*] [*]SAN [*] [*] [*] [*] [*] [*] [*] [*]SAT [*] [*] [*] [*] [*] [*] [*] [*]SDF [*] [*] [*] [*] [*] [*] [*] [*]SEA [*] [*] [*] [*] [*] [*] [*] [*]SFO [*] [*] [*] [*] [*] [*] [*] [*]SHV [*] [*] [*] [*] [*] [*] [*] [*]SJU [*] [*] [*] [*] [*] [*] [*] [*]SLC [*] [*] [*] [*] [*] [*] [*] [*]SMF [*] [*] [*] [*] [*] [*] [*] [*]SQI [*] [*] [*] [*] [*] [*] [*] [*]STL [*] [*] [*] [*] [*] [*] [*] [*]TPA [*] [*] [*] [*] [*] [*] [*] [*]TUL [*] [*] [*] [*] [*] [*] [*] [*]TUS [*] [*] [*] [*] [*] [*] [*] [*]TYS [*] [*] [*] [*] [*] [*] [*] [*]

Attachment 18 Volume Acceptance Worksheet - Daily O-D and Lane Level - February 27, 2017

Origin Airstop Level Distribution (CUFT)

Origin Airstop Level Percentage

Destinating Airstop Level Distribution (CUFT)

Destinating Airstop Level Percentage

ADV: [*] ADV [*] SUM: [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] SUM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]OAMC TUE Wed Thu Fri Sat Sun TUE Wed Thu Fri Sat Sun DAMC TUE Wed Thu Fri Sat Sun TUE Wed Thu Fri Sat Sun ABQ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] ABQ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ANC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] ANC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ATL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] ATL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]AUS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] AUS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]BDL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] BDL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]BHM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] BHM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]BIL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] BIL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]BNA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] BNA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]BOI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] BOI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]BOS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] BOS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]BWI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] BTR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]CLE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] BWI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]CLT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] CLE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]CMH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] CLT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]CRW [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] CMH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]CVG [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] CRW [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]DEN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] CVG [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]DFW [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] DAY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]DSM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] DEN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]DTW [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] DFW [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ELP [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] DSM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]EWR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] DTW [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]FAR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] ELP [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]FSD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] EWR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]GEG [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] FAR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]GRR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] FSD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]GSO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] GEG [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]GTF [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] GRR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]HNL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] GSO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]IAD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] HNL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]IAH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] IAD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ICT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] IAH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]IND [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] ICT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]JAN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] IND [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]JAX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] JAN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]JFK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] JAX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]LAS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] JFK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]LAX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] LAS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]LBB [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] LAX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]LIT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] LBB [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]MCI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] LIT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]MCO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MCI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]MEM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MCO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]MHT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MEM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]MIA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MHT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]MKE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MIA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]MLI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MKE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]MOB [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MOB [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]



MSP [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MSY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]OAK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]OKC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]OMA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ONT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ORD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ORF [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PDX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PHL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PHX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PIT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]RDU [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]RIC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]RNO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ROC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SAN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SAT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SDF [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SEA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SFO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SGF [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SHV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SJU [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SLC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SMF [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SPI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]STL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]TPA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]TUL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]TUS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]TYS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

MSP [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] MSY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]OAK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]OKC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]OMA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ONT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ORD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ORF [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PDX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PHL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PHX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PIT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PNS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]PWM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]RDU [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]RIC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]RNO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]ROC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SAN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SAT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SDF [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SEA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SFO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SHV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SJU [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SLC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SMF [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]SQI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]STL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]TPA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]TUL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]TUS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]TYS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]


Attachment 19: First Class Required Delivery Times

Attachment 19First Class Required Delivery Times

October 31, 2016

AMC

RDT Neededfor 0800 at all plants

ABQ [*] ANC [*] ATL [*] AUS [*] BDL [*] BHM [*] BIL [*] BNA [*] BOI [*] BOS [*] BWI [*] CLE [*] CLT [*] CMH [*] CRW [*] CVG [*] DEN [*] DFW [*] DSM [*] DTW [*] ELP [*] EWR [*] FSD [*] GEG [*] FAR [*] GRR [*] GSO [*] GTF [*] HNL [*] IAD [*] IAH [*] ICT [*] IND [*] JAN [*] JAX [*] JFK [*] LAS [*] LAX [*] LBB [*] LIT [*] MCI [*] MCO [*] MEM [*] MHT [*] MIA [*] MKE [*] MLI [*] MOB [*] MSP [*] MSY [*] OAK [*] OKC [*] OMA [*] ONT [*] ORD [*] PDX [*] PHL [*] PHX [*] PIT [*] RDU [*] RIC [*] RNO [*] ROC [*] SAN [*]

SAT [*] SDF [*] SEA [*] SFO [*] SGF [*] SHV [*] SJU [*] SLC [*] SMF [*] SPI [*] STL [*] TPA [*] TUL [*] TYS [*]




Attachment 20: ULD Damage Matrix

Attachment 20ULD Damage Matrix

August 23, 2016



Attachment 21 - Offshore Capacity Options

February 22, 2017

By October 1, 2018, the Postal Service may elect either or both of two options described below. If the Postal Service exercises these offshore options for higher volumes, theoffshore capacity will be adjusted to the below origin and destination level per the requested capacity distribution.

Combined Forecast for Offshore Location Origin Tu-Wed Th-Fri Sat Sun Option 1 Orig SJU [*] [*] [*] [*] Option 2 Orig HNL [*] [*] [*] [*]

Location Destination Tu-Wed Th-Fri Sat Sun Option 1 Dest SJU [*] [*] [*] [*] Option 2 Dest HNL [*] [*] [*] [*]

Daily Forecast for Offshore Location Origin Tue Wed Thu Fri Sat Sun Option 1 Orig SJU [*] [*] [*] [*] [*] [*] Option 2 Orig HNL [*] [*] [*] [*] [*] [*]

Location Destination Tue Wed Thu Fri Sat Sun Option 1 Dest SJU [*] [*] [*] [*] [*] [*] Option 2 Dest HNL [*] [*] [*] [*] [*] [*] 1) [*] 2) [*]

If the Postal Service elects to exercise either or both of these options, the aviation supplier will implement the change as soon as practicable but not later than 150 days afterreceiving the request. The start date for any applicable pricing changes required by exercise of either or both of these options will take affect the date on which the expandedoperations begin. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


Attachment 22 - [*]

February 22, 2017



Exhibit 10.12

FedEx Contract #12-0527-021

Supplemental Agreement No. 9

to

Purchase Agreement No. 3712

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 767-3S2F Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of February 16, 2017 by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESSCORPORATION (Customer);

W I T N E S S E T H :

A. WHEREAS, the parties entered into Purchase Agreement No. 3712, dated December 14, 2011 (Purchase Agreement), relating to the purchase and sale of certainBoeing Model 767-3S2F Aircraft (the Aircraft); and

B. WHEREAS, Customer desires to reschedule the delivery month of two (2) Aircraft as set forth in the table below:

CurrentDelivery Month

& Year

RevisedDelivery Month

& Year Block Table

Reference MSN[*] [*] Original Firm Table 1-A 42726[*] [*] Original Firm Table 1-A 42727

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

1. Remove and replace, in its entirety, the Table of Contents with the revised Table of Contents attached hereto to reflect the changes made by this SupplementalAgreement No. 9. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


BOEING PRO P RIETARYS9-1

Supplemental Agreement No. 9 toPurchase Agreement No. 3712

2. Boeing and Customer acknowledge and agree that upon execution of this Supplemental Agreement No. 9 the two (2) Aircraft described in Recital Paragraph Babove are hereby rescheduled as described herein.

3. Revise and replace in its entirety, Table 1-A with a revised Table 1-A, attached hereto, to reschedule the delivery month of two (2) Aircraft as identified in RecitalParagraph B above.

4. Revise and replace in its entirety Attachment 4 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft , attached hereto, to reflect the reschedule ofthe two (2) Aircraft described in Recital Paragraph B above.

5. Boeing acknowledges that as a result of the reschedule of the two (2) Aircraft described in Recital Paragraph B above Customer will have [*] applicable to each suchAircraft. Boeing will [*] of the applicable Aircraft.

6. This Supplemental Agreement No. 9 to the Purchase Agreement shall not be effective until executed and delivered by the parties on or prior to February 17, 2017. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


BOEING PROPRIETARYS9-2

Supplemental Agreement No. 9 toPurchase Agreement No. 3712 EXECUTED as of the day and year first above written. THE BOEING COMPANY

By: /s/ L. Kirsten Jensen

Its: Attorney-In-Fact

FEDERAL EXPRESS CORPORATION

By: /s/ Phillip C. Blum

Its: Vice President Aircraft Acquisition

BOEING PROPRIETARYS9-3

TABLE OF CONTENTS ARTICLES

SA Number

1 Quantity, Model and Description 2 Delivery Schedule 3 Price 4 Payment 5 Additional Terms

TABLES 1-A Firm Aircraft Information Table 9 1-A1 Block C Aircraft Information Table 8 1-A2 Block E, Block F and Block G Aircraft Information Table 6 1-B Exercised Option Aircraft Information Table 8 1-B1 Exercised Block D Option Aircraft Information Table 2 1-C Exercised Purchase Right Aircraft Information Table 2

EXHIBIT A Aircraft Configuration 4 B Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS AE1 Escalation Adjustment/Airframe and Optional Features BFE1 BFE Variables 2 CS1 Customer Support Variables EE1 Engine Escalation, Engine Warranty and Patent Indemnity SLP1 Service Life Policy Components

FED-PA-03712 SA-9

BOEING PROPRIETARY

LETTER AGREEMENTS SA

Number

LA-1106151R2 LA-Special Matters Concerning [*] – Option Aircraft and Certain Purchase Right Aircraft 6

LA-1106152 LA-Special Matters Concerning [*] – Firm Aircraft LA-1106153 LA-Liquidated Damages Non-Excusable Delay LA-1106154R2 LA-Firm Aircraft and Option Aircraft Delivery Matters 6 LA-1106155 LA-Open Configuration Matters LA-1106156R2 LA-Option Aircraft 6

Attachment 1 to LA-1106156R2 8 Attachment 2 to LA-1106156R2 6 Attachment 3 to LA-1106156R2 8 Attachment 4 to LA-1106156R2 9

LA-1106157 AGTA Amended Articles LA-1106158R3 LA-Right to Purchase Additional Aircraft 8 LA-1106159R1 LA-Special Matters Concerning [*] 1 LA-1106160 LA-Spare Parts Initial Provisioning LA-1106163 LA-Demonstration Flight Waiver LA-1106177R1 LA-[*] 6 LA-1106207R1 LA-Special Matters Firm Aircraft 1 LA-1106208R1 LA-Special Matters Option Aircraft 1 LA-1106574R1 LA-Agreement for Deviation from the [*] 6 LA-1106584R4 LA-Aircraft Performance Guarantees 6 LA-1106586 LA-Miscellaneous Matters LA-1106614R2 LA-Special Matters for Purchase Right Aircraft 8 LA-1106824 LA-Customer Support Matters LA-1208292R2 LA-Special Matters Concerning Escalation – Block B, Block C, Block E, Block F and Block G Aircraft 6 LA-1208296R1 LA-Special Matters for Block D Option Aircraft 6 LA-1208949 LA-Special Matters Block C Aircraft in Table 1-A1 1 6-1162-SCR-146R1 LA Special Provision – Block B and Block G Aircraft 6 LA-1306854R1 Performance Guarantees, Demonstrated Compliance 6 6-1162-LKJ-0696R6 LA-[*] 6 6-1162-LKJ-0705 LA-Special Matters for Block E, Block F and Block G Aircraft in Table 1-A2 6-1162-LKJ-0707 LA- Agreement Regarding [*] 6 6-1162-LKJ-0709 [*] Special Matters 6

6-1162-LKJ-0728 Special Matters – SA-8 Early Exercise Aircraft 8 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the

Securities Exchange Act of 1934, as amended. FED-PA-03712 SA-9

BOEING PROPRIETARY

SUPPLEMENTAL AGREEMENTS DATED AS OF:

Supplemental Agreement No. 1 June 29, 2012

Supplemental Agreement No. 2 October 8, 2012

Supplemental Agreement No. 3 December 11, 2012


Supplemental Agreement No. 5 September 29 , 2014

Supplemental Agreement No. 6 July 21 , 2015

Supplemental Agreement No. 7 April 18, 2016


Supplemental Agreement No. 9 February 16, 2017 FED-PA-03712 SA-9

BOEING PROPRIETARY

Table 1-A ToPurchase Agreement No. 3712

Aircraft Delivery, Description, Price and Advance PaymentsFirm Aircraft

Escalation Escalation Escalation Estimate Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery Date Number of

Aircraft Factor

(Airframe) Factor

(Engine) Adv Payment Base

Price Per A/P At Signing

1% 24 Mos.

4% 21/18/12/9/6 Mos.

5% Total 30%

[*] 1 [*] [*] See Note 1 [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


Supplemental Agreement No. 9FED-PA-03712 57361, 87793, 101161 Boeing Proprietary Page 1

Airframe Model/MTOW: 767-300F 408000 pounds

Engine Model/Thrust: CF6-80C2B6F 60200 pounds

Airframe Price: [*]

Optional Features: [*]

Sub-Total of Airframe and Features: [*]

Engine Price (Per Aircraft): [*]

Aircraft Basic Price (Excluding BFE/SPE): [*]

Buyer Furnished Equipment (BFE) Estimate: [*]

Seller Purchased Equipment (SPE) Estimate: [*]

Deposit per Aircraft: [*]

Detail Specification: D019T002 Rev. K Dated April 30, 2011

Airframe Price Base Year/EscalationFormula: [*] ECI-MFG/CPI

Engine Price Base Year/EscalationFormula:

[*] GE CF6-80 & GE90 (99 rev.)

Airframe Escalation Data:

Base Year Index (ECI): [*]

Base Year Index (CPI): [*]

Engine Escalation Data:


Table 1-A ToPurchase Agreement No. 3712

Aircraft Delivery, Description, Price and Advance PaymentsFirm Aircraft

Escalation Escalation Escalation Estimate Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery Date Number of

Aircraft Factor

(Airframe) Factor

(Engine) Adv Payment Base

Price Per A/P At Signing

1% 24 Mos.

4% 21/18/12/9/6 Mos.

5% Total 30% [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] [*] [*] Total: 27 Note:

1. Notwithstanding the delivery date of [*] shown in this Table, the Aircraft is rescheduled to deliver in [*] upon execution of SA 1 to PA 3712. The partiesacknowledge the [*] will be based on a [*].

The parties acknowledge the [*] will be based on an [*].

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under theSecurities Exchange Act of 1934, as amended.


FED-PA-03712 57361, 87793, 101161 Boeing Proprietary Page 2

Attachment 4 toLetter Agreement No. FED-PA-03712-LA-1106156R2Firm Aircraft and Option Aircraft Delivery Schedule

[*]

Notes:

(i) FY: FED Customer Fiscal Year June 1 - May 31(ii) Customer has the right to purchase forty-four (44) Purchase Right Aircraft for delivery through [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the

Securities Exchange Act of 1934, as amended. FED-PA-03712-LA-1106156R2 SA-9Option Aircraft, Attachment 4, Revised February 2017 Page 1

BOEING PROPRIETARY

Exhibit 10.13

FedEx contract 07-0255-034


to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 26 (SA-26), entered into as of the 10th day of February 2017, by and between THE BOEING COMPANY (Boeing) andFEDERAL EXPRESS CORPORATION (Customer);

W I T N E S S E T H :

A. WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7, 2006 ( Purchase Agreement ), relating to the purchase and saleof certain Boeing Model 777-FREIGHTER Aircraft ( Aircraft );

B. WHEREAS, Customer desires to reschedule the delivery month of two (2) Block C Aircraft as shown in the table below (SA-26 Accelerated Block C Aircraft) :

Aircraft Block

Existing DeliveryMonth ofAircraft

Revised DeliveryMonth ofAircraft

C [*] [*]C [*] [*]

C. WHEREAS, Customer desires to reschedule the delivery month of four (4) Option Aircraft under Letter Agreement 6-1162-RRO-1062, Option Aircraft , to thePurchase Agreement as shown in the table below:

Existing DeliveryMonths of Option

Aircraft

Revised DeliveryMonths of Option

Aircraft[*] [*][*] [*][*] [*][*] [*]


Securities Exchange Act of 1934, as amended. P.A. No. 3157 1 SA-26

BOEING PROPRIETARY

D. WHEREAS, Boeing and Customer desire to acknowledge that one (1) Block B [*] Aircraft having a scheduled month of delivery of [*] in accordance with theterms of Letter Agreement 6-1162-RRO-1068, Special Provision – Block B Aircraft , due to the [*] provision therein as it relates to such Block B Aircraft.

E. WHEREAS, Boeing has agreed to provide additional commercial and business considerations for the SA-26 Accelerated Block C Aircraft.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

1. Remove and replace, in its entirety, the “Table of Contents” with the revised Table of Contents, attached hereto, to reflect the changes made by this SupplementalAgreement No. 26.

2. Boeing and Customer agree that upon execution of this Supplemental Agreement No. 26 (i) the SA-26 Accelerated Block C Aircraft are hereby rescheduled asdescribed in Recital Paragraph B above and (ii) the four (4) Option Aircraft described in Recital Paragraph C above are hereby rescheduled as described herein.

3. Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to reflect the addition of one (1) Block B Aircraft having ascheduled month of delivery [*] as a firm Block B Aircraft.

4. Remove and replace, in its entirety, “Table 1-B”, with the revised Table 1-B, attached hereto, revised to reflect the removal of one (1) Block B conditional firm Aircrafthaving a scheduled month of delivery [*].

5. Remove and replace, in its entirety, “Table 1-C2”, with the revised Table 1-C2, attached hereto, revised to reflect (i) the revised delivery month and [*], AdvancePayment Base Price and Advance Payment(s), subject to Paragraph 5, below, resulting from the reschedule of the SA-26 Accelerated Block C Aircraft.



BOEING PROPRIETARY

6. Remove and replace, in its entirety, the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft , with a revised Attachment, attached hereto, to reflect therescheduling of four (4) Option Aircraft described in Recital Paragraph C above. Boeing and Customer acknowledge and agree that the rescheduling of Option Aircraftherein is not made pursuant to paragraph [*], and accordingly, for the avoidance of doubt [*]. Boeing and Customer further agree that, (i) notwithstanding thereschedule, the Option Aircraft described in Recital Paragraph C will retain the [*] .

7. Add Letter Agreement 6-1162-LKJ-0737, Special Matters – SA-26 Accelerated Block C Aircraft , attached hereto, to reflect additional commercial and businessconsiderations to be provided for the SA-26 Accelerated Block C Aircraft. For the avoidance of doubt, the SA-26 Accelerated Block C Aircraft also retain thecommercial and business considerations applicable to Block C Aircraft.

8. This Supplemental Agreement No. 26 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to February 10, 2017 . * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


BOEING PROPRIETARY

EXECUTED as of the day and year first above written. THE BOEING COMPANY FEDERAL EXPRESS CORPORATION

By: /s/ L. Kirsten Jensen By: /s/ Phillip C. Blum

Its: Attorney-In-Fact Its: VP Aircraft Acquisitions & Planning and Performance P.A. No. 3157 4 SA-26

BOEING PROPRIETARY

TABLE OF CONTENTS ARTICLES

SA NUMBER

1. Quantity, Model and Description 2. Delivery Schedule 3. Price 4. Payment 5. Miscellaneous

TABLE

1. Aircraft Information Table 15 1A Block B Firm Aircraft Information Table 26 1B Block B Conditional Firm Aircraft Information Table 26 1C Block C Aircraft Information Table 13 1C1 Block C Aircraft Information Table (MSN 39285) 11 1C2 Block C Aircraft Information Table 26 1D Block D Aircraft Information Table 20

EXHIBIT

A. Aircraft Configuration 4 A1. Aircraft Configuration (Block B Aircraft) 4 A2. Aircraft Configuration (Block C Aircraft except MSN 39285) 11 A3. Aircraft Configuration (Block C Aircraft w/ MSN 39285) 11 A4. Aircraft Configuration (Block D Aircraft) 12

B. Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS

AE1. Escalation Adjustment/Airframe and Optional Features CS1. Customer Support Variables EE1. Engine Escalation/Engine Warranty and Patent Indemnity SLP1. Service Life Policy Components

P.A. No. 3157 5 SA-26

BOEING PROPRIETARY

LETTER AGREEMENT SA

NUMBER

3157-01 777 Spare Parts Initial Provisioning 3157-02 Demonstration Flight Waiver 6-1162-RCN-1785 Demonstrated Compliance 6-1162-RCN-1789 Option Aircraft Attachment to Letter 6-1162-RCN-1789 Exercised in SA # 46-1162-RCN-1790 Special Matters 6-1162-RCN-1791 Performance Guarantees 46-1162-RCN-1792 Liquidated Damages Non-Excusable Delay 6-1162-RCN-1793 Open Configuration Matters 6-1162-RCN-1795 AGTA Amended Articles 6-1162-RCN-1796 777 First-Look Inspection Program 6-1162-RCN-1797 Licensing and Customer Supplemental Type Certificates 6-1162-RCN-1798 777 Boeing Converted Freighter Deleted in SA # 46-1162-RCN-1798 R1 777 Boeing Converted Freighter 46-1162-RCN-1799 R1 [*] 246-1162-RRO-1062

Option AircraftAttachment to Letter 6-1162-RRO-1062 26

6-1162-RRO-1065 Performance Guarantees for Block B Aircraft 46-1162-RRO-1066R1 Special Matters for Block B Aircraft 226-1162-RRO-1067 Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 46-1162-RRO-1068 Special Provision – Block B Aircraft 4FED-PA-LA-1000790R3 Special Matters for Block C Aircraft 20FED-PA-LA-1001683R2 Special Matters for Block D Aircraft 196-1162-RRO-1144R7 [*] as related to SAs #8, #13 through #16, SA # 18 through SA #20 206-1162-SCR-137 777F Miscellaneous Matters 206-1162-SCR-154 [*] Letter 226-1162-SCR-155 [*] Engine Hard Mount Letter 226-1162-SCR-186 [*], Non-Isolated Engine Mounts Letter 236-1162-SCR-193 [*] Matters 23 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


BOEING PROPRIETARY

LETTER AGREEMENT SA

NUMBER

6-1162-LKJ-0726 [*] SA-24 Accelerated Block B Aircraft 246-1162-LKJ-0737 Special Matters – SA-26 Accelerated Block C Aircraft 26 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the


BOEING PROPRIETARY

SA SUPPLEMENTAL AGREEMENTS DATED AS OF:

Supplemental Agreement No. 1 May 12, 2008

Supplemental Agreement No. 2 July 14, 2008


Supplemental Agreement No. 4 January 9, 2009


Supplemental Agreement No. 6 March 17, 2010


Supplemental Agreement No. 8 April 30, 2010



Supplemental Agreement No. 11 August 19, 2010

Supplemental Agreement No. 12 September 3, 2010

Supplemental Agreement No. 13 August 27, 2010




Supplemental Agreement No. 17 February 14, 211







Supplemental Agreement No. 24 May 4, 2016


Supplemental Agreement No. 26 February 10, 2017 P.A. No. 3157 8 SA-26

BOEING PROPRIETARY

Table 1-A to Purchase Agreement No. 3157Aircraft Delivery, Description, Price and Advance Payments

Block B Firm

Escalation Escalation Estimate Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):Delivery Number of Factor Adv Payment Base At Signing 24 Mos. 21/18/15/12/9/6 Mos. Total

Date Aircraft (Airframe) MSN Price Per A/P 1% 4% 5% 35%[*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*]

Total:

5

1 SA-24 Accelerated Block B Aircraft. [*] for the SA-24 Accelerated Block B Aircraft are subject to Letter Agreement6-1162-LKJ-0726.

NOTES: [*]


APR No. 62654, 79650 BOEING PROPRIETARY Supplemental Agreement No. 26

Airframe Model/MTOW: 777-Freighter 766000 pounds

Engine Model/Thrust: GE90-110B1L 110000 pounds

Airframe Price: [*]







Non-Refundable Deposit/Aircraft at Def Agreement: [*]

Detail Specification: D019W007FED7F-1, Rev G dated July 25, 2012

Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI

Engine Price Base Year/Escalation Formula: N/A N/A




Table 1-B to Purchase Agreement No. 3157Aircraft Delivery, Description, Price and Advance Payments

Block B Conditional Firm


Date Aircraft (Airframe) MSN Price Per A/P 1% 4% 5% 35%[*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*]

Total: 6 * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the

Securities Exchange Act of 1934, as amended. APR 50270 Supplemental Agreement #26

Boeing Proprietary Page 1



Airframe Price: [*]







Non-Refundable Deposit/Aircraft at Def Agreemt: [*]

Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011






Table 1-C2 ToPurchase Agreement No. PA-3157

Aircraft Delivery, Description, Price and Advance Payments


Date Aircraft (Airframe) MSN Price Per A/P 1% 4% 5% 35%[*] 1 [*] [*] [*] [*] [*] [*] [*][*] 1 [*] [*] [*] [*] [*] [*] [*]

[*] 2 [*] [*] SA-26 Accelerated

Block C Aircraft [*] [*] [*] [*] [*]Total: 4 Notes: 1) [*]

2) [*] for the SA-26 Accelerated Block C Aircraft are subject to Letter Agreement 6-1162-LKJ-0737, Special Matters - SA 26 Accelerated Block C Aircraft


FED Supplemental Agreement No. 26

BOEING PROPRIETARY Page 1



Airframe Price: [*]







Deposit per Aircraft [*]

Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011






Attachment toLetter 6-1162-RRO-1062

Option Aircraft Delivery, Description, Price and Advance Payments

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery Number of Escalation

Factor Escalation EstimateAdv Payment Base

Balance At OptionExercise 24 Mos. 21/18/15/12/9/6 Mos. Total

Date Aircraft (Airframe) 1 Price Per A/P 1% 4% 5% 35%[*] [*] [*] [*] [*] [*] [*] [*][*] [*] [*] [*] [*] [*] [*] [*][*] [*] [*] [*] [*] [*] [*] [*][*] [*] [*] [*] [*] [*] [*] [*][*] [*] [*] [*] [*] [*] [*] [*][*] [*] [*] [*] [*] [*] [*] [*][*] [*] [*] [*] [*] [*] [*] [*][*] [*] [*] [*] [*] [*] [*] [*]

Total: 11 1 The Escalation Factor for the Option Aircraft will be adjusted to Boeing’s then current forecasts for such elements as of the date of the amendment to the definitive

agreement to add the exercised Option Aircraft as an Aircraft.


FED Supplemental Agreement No. 2650271, 97697.TXT BOEING PROPRIETARY Page 1



Airframe Price: [*]







Deposit/Aircraft at Def Agreemt: [*]

Detail Specification: D019W007FED7F-1 Rev E dated August 29, 2011






Forecast: 2Q08

The Boeing CompanyP.O. Box 3707Seattle, WA 98124-2207

FedEx contract # 07-0255-034

6-1162-LKJ-0737

Federal Express Corporation3131 Democrat RoadMemphis, TN 38125 Subject: Special Matters – SA-26 Accelerated Block C Aircraft

Reference: (a) Purchase Agreement No. 3157 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Federal Express Corporation ( Customer ) relatingto Model 777-FREIGHTER aircraft ( Aircraft )

(b) Letter Agreement FED-PA-LA-1000790R3, Special Matters for Block C Aircraft

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have thesame meaning as in the Purchase Agreement. The terms of this Letter Agreement apply to the SA-26 Accelerated Block C Aircraft as defined in Supplemental Agreement No.26 to the Purchase Agreement (SA-26).

1. In consideration of the acceleration of the SA-26 Accelerated Block C Aircraft, Boeing will provide, in addition to the provisions of the reference (b) letter agreement, thefollowing business considerations.

1.1 [*]

[*]

1.2 [*] ADVANCE PAYMENTS .

1.2.1 As a consequence of the acceleration of the SA-26 Accelerated Block C Aircraft, Customer will owe certain advance payments for the SA-26 AcceleratedBlock C Aircraft before [*] in accordance with the advance payment schedule provided in Table 1-C2 of the Purchase Agreement ( Standard Advance Payment Schedule ).

[*]

1.2.2 [*]

1.3 [*]


Securities Exchange Act of 1934, as amended. 6-1162-LKJ-0737 Page 1Special Matters – SA-26 Accelerated Block C Aircraft SA-26

BOEING PROPRIETARY

1.4 BUYER FURNISHED EQUIPMENT MATTERS .

The attachment to this letter agreement provides initial BFE on-dock dates for the SA-26 Accelerated Block C Aircraft. Subsequent updates to BFE on-doc dates willbe electronically provided through My Boeing Fleet but such updated dates will be no earlier than the dates provided in the attachment to this Letter Agreement.

[*]

2. ADVANCE PAYMENT SETOFF RIGHTS .

Customer agrees that if it defaults on any monetary obligation under the Purchase Agreement and has failed to cure such default within five (5) calendar days ofreceiving written notice from Boeing, then Boeing may apply any/all advance payments paid by Customer to cure, in part or in whole, any default made with respect to anyAircraft or other obligation in the Purchase Agreement. In the event that Boeing exercises such setoff rights and applies any advance payments to cure any such default byCustomer with respect to an Aircraft or other obligation in the Purchase Agreement, Boeing will be entitled to require Customer to replace within ten days of written notice,the amount of advance payments applied to cure such default such that the total amount of advance payments will be restored to the aggregate amount of advance paymentsowed at that time by Customer.

3. ASSIGNMENT .

The [*] and other business arrangements set forth in this Letter Agreement are [*] to Customer and in consideration of Customer taking title to the SA-26 AcceleratedBlock C Aircraft at the time of delivery and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

4. CONFIDENTIAL TREATMENT .

Customer and Boeing consider certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agreethat it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement toemployees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent ofBoeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to theBoard of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the

Securities Exchange Act of 1934, as amended. 6-1162-LKJ-0737 Page 2Special Matters – SA-26 Accelerated Block C Aircraft SA-26

BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY

By /s/ L. Kirsten Jensen

Its Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: February 10, 2017

FEDERAL EXPRESS CORPORATION

By /s/ Phillip C. Blum

Its VP Aircraft Acquisitions & Planning and Performance 6-1162-LKJ-0737 Page 3Special Matters – SA-26 Accelerated Block C Aircraft SA-26

BOEING PROPRIETARY

Attachment toLetter Agreement 6-1162-LKJ-0737



Exhibit 10.14

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT , made as of the 1 st day of January, 2017, between FEDEX CORPORATION (“FedEx”) and T. Michael Glenn(“Consultant”).

RECITALS 1. Consultant has retired from FedEx at close of business on December 31, 2016.

2. FedEx desires to engage Consultant to perform the services described in this Agreement.

3. Consultant is willing and able to perform the services for FedEx in accordance with the terms of this Agreement.

FOR AND IN CONSIDERATION of the mutual covenants contained in this Agreement, FedEx and Consultant (the “Parties”) agree as follows:

SECTION 1 . SCOPE OF WORK . In consideration of FedEx’s payments under this Agreement, Consultant shall perform in accordance with the terms of thisAgreement the services described in Exhibit “A” (the “Work”).

SECTION 2 . TERM .

(a) The term of this Agreement (the “Term”) shall commence on January 1, 2017 and shall expire, unless earlier terminated, on December 31, 2021 (the “CompletionDate”).

(b) FedEx and Consultant shall each have the unlimited right to terminate this Agreement before the Completion Date by giving ninety (90) days prior written notice tothe other party. In such event, Consultant shall be entitled to the Consideration set forth in Section 3 hereof and Reimbursables actually incurred as of the effective dateof termination.

SECTION 3 . CONSULTANT’S CONSIDERATION . In consideration of Consultant’s performance of the Work in accordance with this Agreement, FedEx shallpay Consultant consideration (the “Consideration”) as set forth in Exhibit B.

SECTION 4 . TAXES . Unless otherwise provided in Exhibit “B”, the Consideration includes the amount of any present or future sales, use, excise or other similartransaction taxes applicable to the performance of the Work or any transfers under this Agreement (together “Taxes”), and FedEx shall have no responsibility for the paymentof any such Taxes.

SECTION 5 . REIMBURSABLES . In addition to the Consideration, FedEx shall reimburse Consultant for reasonable and necessary expenses incurred by Consultantin the performance of the Work on a basis consistent with that of FedEx Executive Management (“Reimbursables”). Reimbursables for travel expenses will be paid only inaccordance with FedEx’s policy for the payment of travel expenses to its own employees, a copy of which will be provided to Consultant upon request. FedEx shall makeavailable to Consultant reasonable administrative assistance and provide certain other perquisites as set forth on Exhibit B.

SECTION 6 . INVOICES AND PAYMENT .

(a) Consultant shall submit to FedEx an invoice for Reimbursables incurred during the invoice period. Consultant’s invoices must be accompanied by copies ofinvoices from its subcontractors, suppliers, materialmen, and vendors (if any), together with complete documentation of any Reimbursables claimed and any otherdocumentation as may be requested by FedEx for its proper review of Consultant’s invoice.

(b) FedEx shall promptly review Consultant’s invoice and approve for payment such amounts as FedEx reasonably determines to be properly due under the Agreement.Payment by FedEx shall be made within thirty (30) days of FedEx’s receipt and approval of Consultant’s invoice. FedEx shall state in writing its reason forwithholding any or all of the moneys requested by Consultant.

SECTION 7 . RIGHT OF AUDIT . Consultant shall keep full and accurate records and documentation to substantiate the amounts claimed in any invoice, whichrecords shall be made available to FedEx at all times. In addition, Consultant’s records shall be open to audit by FedEx or any authorized representative of FedEx during theTerm of this Agreement and until two (2) years after completion of the Work or earlier termination of this Agreement, whichever occurs first.

SECTION 8 . RIGHT TO WITHHOLD PAYMENTS . In addition to its rights to withhold payments under Sections 5 and 6 herein, FedEx may withhold anypayment in whole or in part to protect itself from (i) defective or unsatisfactory performance of the Work by Consultant, (ii) third-party claims filed or reasonable evidenceindicating probable filing of third-party claims arising from Consultant’s performance of the Work, (iii) failure of Consultant to make payments properly to any of itssubcontractors, or (iv) evidence of fraud, overbilling or over-payment discovered upon audit. Additionally, FedEx shall have the right to recover any amounts previously paidin error or to withhold or set-off moneys from future payments as FedEx deems reasonably necessary to recover any amounts previously paid in error or to protect itselfagainst charges associated with services not performed in accordance with this Agreement.

SECTION 9 . INDEPENDENT CONTRACTOR RELATIONSHIP . The Parties intend that an independent contractor relationship will be created by thisAgreement. FedEx is interested only in the results of Consultant’s work and shall not exercise any control over the conduct or supervision of the Work or the means of itsperformance. Consultant shall have full responsibility for the payment of all federal, state, and local taxes and contributions, including penalties and interest, imposed againstConsultant pursuant to unemployment insurance, social security, income tax, workers’ compensation or any other similar statute, and Consultant shall be solely responsiblefor any liability to third-parties resulting from the negligent or intentional acts or omissions of Consultant, its agents, employees or subcontractors arising from or occurring inthe course of the Work.

SECTION 10 . DISCLOSURE OF INFORMATION .

(a) Consultant acknowledges that certain of FedEx’s valuable, confidential and proprietary information may come into Consultant’s possession. Accordingly,Consultant agrees that all such information furnished to Consultant by FedEx shall remain the exclusive property of FedEx, and agrees to hold all information heobtains from or about FedEx in strictest confidence, not to use such information other than for the performance of the Work, and to cause any of Consultant’semployees or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which Consultant is bound. Consultantshall not communicate FedEx’s information in any form to any third party without FedEx’s prior written consent. In addition, Consultant agrees that it will conform tothe provisions of applicable

2

securities laws in connection with its use of any confidential information. In the event of any violation of this provision, FedEx shall be entitled to preliminary andpermanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any otherrights or remedies to which FedEx may be entitled.

(b) Within ten (10) days of the expiration or earlier termination of this Agreement, if requested, Consultant shall return all originals and copies of any confidentialinformation originally disclosed by FedEx to Consultant which has been fixed in any tangible means of expression.

(c) Consultant understands that nothing contained in this Agreement limits Consultant’s ability to file a charge or complaint with the Equal Employment OpportunityCommission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal,state or local governmental agency or commission (“Government Agencies”). Consultant further understands that this Agreement does not limit Consultant’s ability tocommunicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, includingproviding documents or other information, without notice to FedEx. This Agreement does not limit Consultant’s right to receive an award for information provided toany Government Agencies or to engage in any future activities protected under whistleblower statutes.

SECTION 11 . OWNERSHIP OF DOCUMENTS .

(a) Consultant agrees that all compositions of matter (or improvements thereof), techniques, drawings, specifications, renderings and all other documents, data andmaterials (“Materials”) in any way related to the Work produced by Consultant for FedEx pursuant to this Agreement shall be the sole property of FedEx and shall bedelivered to FedEx upon its request, but in any event upon the expiration or earlier termination of this Agreement.

(b) Except as provided in Exhibit B, all property and Materials originated, developed or owned by FedEx prior to the commencement of this Agreement, and furnishedto Consultant by FedEx in the performance of Consultant’s obligations under this Agreement, shall remain the sole property of FedEx.

(c) Consultant hereby assigns to FedEx any right now held or hereafter acquired by Consultant in the Materials including, but not limited to, any copyright, patent orother statutory or common law protection. Consultant agrees to assist FedEx in every proper way to obtain and, from time to time, enforce any copyrights, patents orother statutory or common law protections for the Materials, including but not limited to, the execution of all documents necessary for FedEx to apply for and obtainsuch copyrights, patents and other statutory or common law protections and enforcing the same, together with any assignments thereof to FedEx. Consultant agrees thatthe obligations stated under this Section 11 shall survive the expiration or earlier termination of this Agreement.

(d) Consultant represents and warrants that the Materials are wholly and exclusively original with Consultant; that Consultant has the full right and power to make thisAgreement; that there exists no adverse claim to the Materials or any rights therein; and, that neither the Materials nor FedEx’s ownership and use thereof infringeupon any patent or copyright or any other personal or property right of any person, firm or corporation.

SECTION 12 . STANDARD OF PERFORMANCE . The Work shall be performed in a good, workmanlike manner in accordance with the standards ofConsultant’s profession and such other accepted standards as may be applicable to Work of this kind.

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SECTION 13 . CHANGES IN WORK .

(a) FedEx may order extra work or make changes by altering, adding to or deducting from the Work by signing a change order in the form of Exhibit “C” (“ChangeOrder”). Work pursuant to a valid Change Order shall be performed subject to the conditions of this Agreement.

(b) FedEx also by written instruction to Consultant may make changes in the Work not involving extra cost and not inconsistent with the purposes of the Work withoutexecution of a Change Order, but otherwise, no extra Work shall be done or changes made unless pursuant to a Change Order, and no claim for an addition to theConsideration, an increase in the Reimbursables or an extension of the Completion Date shall be valid unless so ordered in a signed Change Order.

(c) Upon receipt of a written request from FedEx for changes in the Work or for extra work which would affect the Consideration, the Reimbursables or theCompletion Date, Consultant shall submit a statement detailing Consultant’s proposal for accomplishing the changes proposed by FedEx and the effect, if any, on theConsideration, the Reimbursables and the Completion Date. If FedEx accepts Consultant’s proposal, a Change Order shall be executed by the parties to effect theWork, the Consideration, Reimbursables and Completion Date, as agreed.

SECTION 14 . COMPLIANCE WITH LAWS .

(a) Consultant agrees that it will comply with all applicable federal, state, and local laws, regulations, and codes in the performance of this Agreement. To the extentapplicable to Consultant, it agrees to comply with the affirmative action requirements applicable to contracts with government contractors, as set forth in Title 41 of theCode of Federal Regulations and incorporated into this Agreement by reference.

(b) Consultant agrees to indemnify, defend and hold harmless FedEx, its officers, directors and employees from and against any and all claims, losses, demands,actions, administrative proceedings, liabilities and judgments, including reasonable attorneys’ fees and expenses, arising from Consultant’s or its subcontractor’s failureto comply with the provisions of this Section.

SECTION 15 . NON-COMPETE AGREEMENT. Consultant covenants and agrees that he will not, during the Term, engage as a principal, employee, agent,consultant, independent contractor or any capacity whatsoever with a Competitor of FedEx, except with the prior written consent of FedEx, which consent will not beunreasonably withheld. For this purpose, “Competitor” shall mean, the United States Postal Service (USPS), United Parcel Service (UPS), Amazon, DHL, any of theirprincipal affiliates or any entity succeeding to their business by reason of a change of identity, merger or consolidation. In addition to any other rights or remedies available toFedEx on breach of this covenant, FedEx shall be entitled to enforcement hereof by court injunction.

SECTION 16 . MISCELLANEOUS .

(a) Assignment . This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective successors and assigns, but neither the rightsnor the duties of either Party under this Agreement may be voluntarily assigned or delegated without the prior written consent of the other party, except that FedEx mayassign all or any part of its rights and delegate its duties under this Agreement to a wholly-owned subsidiary.

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(b) Section Headings . All section headings and captions used in this Agreement are purely for convenience and shall not affect the interpretation of this Agreement.

(c) Exhibits . All exhibits described in this Agreement shall be deemed to be incorporated in and made a part of this Agreement, except that if there is anyinconsistency between this Agreement and the provisions of any exhibit the provisions of this Agreement shall control. Terms used in an exhibit and also used in thisAgreement shall have the same meaning in the exhibit as in this Agreement.

(d) Applicable Law . This Agreement shall be governed by and interpreted in accordance with the laws of Tennessee without regard to or application of any conflictof law principles.

(e) Modification . Except as otherwise provided, this Agreement shall not be modified except by written agreement signed on behalf of FedEx and the Consultant bytheir respective authorized officers.

(f) Exclusive Agreement . This Agreement supersedes all prior understandings, representations, negotiations and correspondence between the parties, constitutes theentire agreement between them with respect to the matters described, and shall not be modified or affected by any course of dealing, course of performance or usage oftrade.

(g) Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisionsshall in no way be affected or impaired.

(h) Waiver . The failure of either party at any time to require performance by the other of any provision of this Agreement shall in no way affect that party’s right toenforce such provision, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach ofthe same provision or any other provision.

(i) Survival . The provisions of this Agreement which by their nature extend beyond the expiration or earlier termination of the Agreement will survive and remain ineffect until all obligations are satisfied. Specifically, Consultant’s obligations to indemnify FedEx shall survive this Agreement.

(j) Disclosure . Consultant shall in each instance obtain the prior written approval of FedEx concerning exact text and timing of news releases, articles, brochures,advertisements, prepared speeches and other information releases concerning this Agreement.

(k) Further Assurances . Each party agrees that it will take such actions, provide such documents, do such things and provide such further assurances as mayreasonably be requested by the other party during the term of this Agreement. Consultant agrees to provide to FedEx, from time to time, such financial information asFedEx may reasonably request to determine Consultant’s ability to perform its obligations under this Agreement.

(l) Counterparts . This Agreement may be executed in any number of counterparts and each fully executed counterpart shall be deemed an original.

5

(m) Notices . All notices, approvals, requests, consents and other communications given pursuant to this Agreement shall be in writing and shall be effective whenreceived if hand-delivered, sent by facsimile, sent by Federal Express service or sent by United States certified or registered mail, addressed as follows:

If to Consultant: T. Michael Glenn

45 South Pisgah Eads, Tennessee 38028

If to FedEx: FedEx Corporation. Attn: General Counsel and Secretary 942 S. Shady Grove Road Memphis, Tennessee 38120

SECTION 17 . VALIDITY OF AGREEMENT . This Agreement shall not be valid nor binding upon FedEx unless it shall have been executed by an officer ofFedEx.

IN WITNESS WHEREOF, the Parties have signed this Agreement on the date first above written.

FEDEX CORPORATION

By: /s/ T. Michael Glenn By: /s/ Frederick W. Smith (“Consultant”) Title: (“FedEx”)

6

Exhibit “A”to that certain

Consulting Agreementbetween

FedEx Corporation(“FedEx”)

and(“Consultant”)

SCOPE OF WORK

The Parties agree as follows:

A. Consultant shall provide strategic marketing and communications advice as determined by, and upon the request of, the Chairman and Chief Executive Officer ofFedEx Corporation.

B. Consultant’s retirement on December 31, 2016 was reasonably intended to be a “separation from service” by Consultant as defined in Treas. Reg. Section1.409A-1(h). FedEx and Consultant reasonably anticipate that the level of bona fide services that Consultant will perform under this Agreement will permanently decrease tono more than 20 percent of the average level of bona fide services performed by Consultant as an employee of FedEx over the 36 month period ending on December 31, 2016.Consultant’s services will in no event exceed 30 hours per month during the Term.

Exhibit “B”to that certain




FEE, PAYMENT PROCEDURE AND MISCELLANEOUS ITEMS

Consultant and FedEx hereby agree as follows:

A. With respect to the payment of the Consideration, each payment specified below (including, but not limited to, each quarterly payment) shall be treated as aseparately identified “payment” as defined in Treas. Reg. Section 1.409A-2(b) (2). The Consideration shall be payable as follows:

1. On January 31, 2017, FedEx shall pay Consultant the amount of EIGHT HUNDRED EIGHTY-FOUR THOUSAND ONE HUNDRED AND TWELVEDOLLARS ($884,112.00).

2. On the last day of each calendar quarter during the Term beginning on March 31, 2017, FedEx shall pay Consultant FIFTY-FOUR THOUSAND EIGHTHUNDRED DOLLARS ($54,800.00); provided, however, if this Agreement is terminated by either party pursuant to Section 2(b) hereof, the final quarterlypayment shall be pro-rated to the date the Agreement is terminated.

B. With respect to travel and other miscellaneous items, during the Term:

1. FedEx shall make available to Consultant reasonable administrative assistance relating to the performance of the Work.

2. FedEx shall reimburse Consultant for any required travel expenses. Such reimbursement shall be on terms consistent with FedEx’s expense reimbursementpolicies and procedures.

3. FedEx shall provide computer and communications equipment, systems and support to Consultant on a basis similar to that provided to FedEx ExecutiveManagement (computer and communications equipment currently in Consultant’s possession will be transferred to him).

4. FedEx shall provide Consultant access to FedEx email on a basis consistent with that afforded to FedEx Executive Management.

5. FedEx shall provide home security monitoring services on a basis comparable to such services provided to Consultant currently and to those provided toFedEx Executive Management.

C. Invoices for Reimbursables shall be submitted by the Consultant to the following address:

FedEx CorporationAttn: Executive Vice President Marketing and Communications942 South Shady Grove RoadMemphis, Tennessee 38120

D. In addition to the payments described in this Exhibit, the Company will reimburse Consultant for the actual cost of preparing and filing his 2016 income tax returnsin accordance with generally applicable policies for reimbursing officers of the Company for such costs, provided that Consultant submits such request for reimbursement inwriting no later than August 31, 2017.

Exhibit “C”to that certain




CHANGE ORDER FORM

Consulting Agreement Change Order Date:

To Consultant:Address:

City/State:

As provided in your Consulting Agreement with FedEx Corporation dated as of , the following changes in the Work are made:

This Change Order when signed by the parties will have the following effect:

a. Consideration: (increase/decrease/NA)

b. Maximum Reimbursable Amount: (increase/decrease/NA)

c. Completion Date:

This Change Order in no other way alters the terms and conditions of the Consulting Agreement which are ratified and confirmed other than as amended by thisChange Order.

FEDEX CORPORATION

By: By:

Title: Title: (“Consultant”) (“FedEx”)

EXHIBIT 12.1

FEDEX CORPORATIONCOMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(UNAUDITED)(IN MILLIONS, EXCEPT RATIOS)

Nine Months Ended February 28, February 29, Year Ended May 31,

2017 2016 2016 2015 2014 2013 2012 (1) Earnings:

Income before income taxes $ 3,119 $ 2,921 $ 2,740 $ 1,627 $ 3,658 $ 4,338 $ (444)Add back: Interest expense, net of capitalized interest 370 233 336 235 160 82 52 Amortization of debt issuance costs 8 6 8 5 4 5 5 Portion of rent expense representative of interest factor 742 731 924 908 876 864 797

Earnings as adjusted $ 4,239 $ 3,891 $ 4,008 $ 2,775 $ 4,698 $ 5,289 $ 410 Fixed Charges:

Interest expense, net of capitalized interest $ 370 $ 233 $ 336 $ 235 $ 160 $ 82 $ 52 Capitalized interest 30 31 42 37 29 45 85 Amortization of debt issuance costs 8 6 8 5 4 5 5 Portion of rent expense representative of interest factor 742 731 924 908 876 864 797

$ 1,150 $ 1,001 $ 1,310 $ 1,185 $ 1,069 $ 996 $ 939 Ratio of Earnings to Fixed Charges 3.7 3.9 3.1 2.3 4.4 5.3 —

(1) Earnings for 2012 were inadequate to cover fixed charges. Additional earnings of $529 million would have been necessary to bring the ratio for this period to 1.0.

EXHIBIT 15.1

The Board of Directors and StockholdersFedEx Corporation

We are aware of the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-192957, 333-171232, 333-45037, 333-34934, 333-100572, 333-111399,333-121418, 333-130619, 333-156333 and Form S-3 No. 333-207036) of FedEx Corporation and in the related Prospectuses of our report dated March 22, 2017, relating tothe unaudited condensed consolidated interim financial statements of FedEx Corporation that are included in its Form 10-Q for the quarter ended February 28, 2017.

/s/ Ernst & Young LLP

Memphis, TennesseeMarch 22, 2017

EXHIBIT 31.1

CERTIFICATION PURSUANT TORULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frederick W. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarterthat has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.

Date: March 22, 2017 /s/ Frederick W. SmithFrederick W. SmithChairman andChief Executive Officer

EXHIBIT 31.2

CERTIFICATION PURSUANT TORULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan B. Graf, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarterthat has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.

Date: March 22, 2017 /s/ Alan B. Graf, Jr.Alan B. Graf, Jr.Executive Vice President andChief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FedEx Corporation (“FedEx”) on Form 10-Q for the period ended February 28, 2017 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, Frederick W. Smith, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx.

Date: March 22, 2017 /s/ Frederick W. SmithFrederick W. SmithChairman andChief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FedEx Corporation (“FedEx”) on Form 10-Q for the period ended February 28, 2017 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, Alan B. Graf, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx.

Date: March 22, 2017 /s/ Alan B. Graf, Jr.Alan B. Graf, Jr.Executive Vice President andChief Financial Officer

Documents

FEDEX CORPORATIONtransportation solutions by combining TNT Express’s strong European road platform with Federal Express Corporation’s (“FedEx Express”) strength in other regions