FedEx Corporation. Governmental Contacts and Lobbying Disclosure Compliance Policy

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1 FedEx Corporation Governmental Contacts and Lobbying Disclosure Compliance Policy FedEx Corporation (together with its subsidiaries, FedEx ) actively participates in the political process with the ultimate goal of promoting and protecting the economic future of the company and our stockholders and employees. We are subject to extensive regulation at the federal and state levels and are involved in a number of legislative, regulatory and administrative initiatives in a broad spectrum of policy areas that can have an immediate and dramatic effect on our operations. Through our participation and that of our employees, we promote legislative and regulatory actions that further the business objectives of FedEx and attempt to protect FedEx from unreasonable, unnecessary or burdensome legislative or regulatory actions at all levels of government. FedEx has a long-standing commitment to complying with the law wherever we operate and striving to maintain a high standard of business and personal ethics. FedEx is subject to numerous laws that impose registration and reporting requirements on persons who contact certain government officials for the purpose of influencing certain governmental actions, decisions or positions. The purpose of this policy is to provide a framework to help ensure FedEx and its officers and employees comply with all laws, rules and regulations that relate to lobbying and other contacts with government officials and the reporting of FedEx s lobbying activities, including the Lobbying Disclosure Act of 1995, as amended (the LDA ). Italicized terms used in this policy are defined in the attached Glossary or in the Appendices. Pre-Approval and Reporting Requirements for Certain Governmental Contacts Pre-Approval Requirement The FedEx Corporation Government Affairs Department ( Government Affairs ) is responsible for coordinating all of FedEx s lobbying activities. Government Affairs also is responsible for ensuring FedEx s compliance with the various federal, state and local laws that govern lobbying activities and reporting. Accordingly, any contact or communication, whether written or oral (including the presentation of any testimony, the handling of any assistance request and any form of lobbying or advocacy) made for or on behalf of FedEx by a FedEx officer or employee or by an outside lobbyist with a state or local government official; covered legislative branch official; or covered executive branch official must be pre-approved by Government Affairs. Outside lobbyists include lobbyists of a trade, industry or professional association, coalition or organization (a trade association ) when lobbying specifically on behalf of FedEx, but do not include trade association lobbyists when lobbying on behalf of the trade association or its 1

2 members generally. Membership by FedEx, and participation by FedEx officers and employees, in a trade association does not constitute engagement of an outside lobbyist. Any contact or communication with an above-specified official made by a FedEx officer or employee, on behalf of FedEx or a trade association to which FedEx belongs, in conjunction with or at the request of the trade association is subject to the pre-approval requirement. Routine contacts and communications by FedEx officers and employees with federal, state and local regulatory officials in the ordinary course of business that do not involve lobbying or attempt to influence legislative or administrative action are not subject to the pre-approval requirement (e.g., routine communications with the Memphis-Shelby County Airport Authority, negotiations with a Tennessee Department of Revenue agent over a disputed tax assessment or negotiations with a representative of a governmental authority regarding an enforcement action against FedEx); provided, however, the pre-approval requirement does not apply to contacts and communications by members of the FedEx Express Regulatory Affairs group with any United States government official. Pre-approval requests should be sent to Government Affairs via to governmentaffairs@fedex.com at least five (5) business days prior to the proposed contact or communication. Pre-approval requests should include the following information: The name, title and relevant jurisdiction of the official to be contacted; The nature of the contact or communication (e.g., in-person meeting, telephone call, e- mail or letter); The purpose or subject matter of the contact or communication; and The date and time of the proposed contact or communication. Contacts with State or Local Government Officials Report to Government Affairs All fifty states and the District of Columbia, as well as a growing number of local jurisdictions, regulate lobbyists and lobbying activities, and these laws vary significantly from jurisdiction to jurisdiction. For example, a meeting by a FedEx employee with a state or local government official in certain jurisdictions may require that the FedEx employee register as a lobbyist in that jurisdiction within two business days of the meeting. Accordingly, within one (1) business day following any contact or communication with a state or local governmental official subject to the pre-approval requirement set forth above (including any unintended contact or communication that was not pre-approved), FedEx officers and employees shall advise Government Affairs via at governmentaffairs@fedex.com that a contact or communication with a state or local government official occurred, whether such contact or communication was pre-approved or unplanned, the subject matter(s) of such contact or communication, and, if an in-person meeting or a telephone call, the duration of such meeting or call. 2

3 Pre-Approval Requirement for Engagement of an Outside Lobbyist The engagement of any outside lobbyist by a FedEx officer or employee must be pre-approved by Government Affairs. Government Affairs must approve the engagement prior to contacting the potential outside lobbyist regarding the proposed engagement. Pre-approval requests should be sent to Government Affairs via to governmentaffairs@fedex.com and include the name of the proposed outside lobbyist and the purpose of the proposed engagement. Outside lobbyists include lobbyists of a trade association when lobbying specifically on behalf of FedEx, but do not include trade association lobbyists when lobbying on behalf of the trade association or its members generally. Membership by FedEx, and participation by FedEx officers and employees, in a trade association does not constitute engagement of an outside lobbyist. Gifts, Travel and Entertainment for Government Officials Prohibited Federal (including the United States House of Representatives and Senate), state and local laws, rules and regulations impose significant restrictions on the provision to and receipt by government officials and their family members of gifts (including, without limitation, any gratuity, favor or discount), travel, meals and entertainment. These laws, rules and regulations vary by jurisdiction and are highly complex. FedEx officers and employees may not, directly or indirectly: Provide, request the provision of or direct any gifts (including promotional items with a FedEx logo), travel, lodging, meals, hospitality or entertainment to any government official or his or her family members; Promise future employment to any government official; Organize or plan a trip for any government official; Authorize or arrange the use of FedEx corporate aircraft by a government official or his or her family members; or Pay, offer to pay, authorize or promise to pay or reimburse a government official or his or her family members for any travel, lodging, meal, hospitality or entertainment expenses. In the very limited situations in which a FedEx officer or employee believes the provision of any of the above-listed items to a government official may be appropriate, prior approval of such gift, travel, meal or entertainment by Government Affairs is required (as well as any other approval that may be required per the terms of the FedEx Code of Business Conduct and Ethics). Pre-approval requests should be sent to Government Affairs via to governmentaffairs@fedex.com and include the following information: The name, title and relevant jurisdiction of the applicable government official; and A description of the proposed gift, travel, lodging, meal, hospitality or entertainment to be provided. 3

4 Charitable Contributions FedEx officers and employees are prohibited from making or authorizing a charitable contribution in the name of FedEx if such charitable contribution is made at the request of a government official unless pre-approved by Government Affairs. Pre-approval requests should be sent to Government Affairs via to governmentaffairs@fedex.com and include the following information: The name, title and relevant jurisdiction of the government official requesting the charitable contribution; and A description of the proposed charitable contribution, including the contribution amount and the relevant charity. Contracts with State and Local Governmental Authorities Contract Reporting Some states require FedEx to report all contracts between FedEx and any state or local governmental authority in that state. For example, FedEx must file a report annually with the New Jersey Election Law Enforcement Commission listing all contracts between FedEx and any New Jersey state or local governmental authority and the amounts FedEx receives under those contracts. Accordingly, any new contract or an amendment to an existing contract (including a tax incentive or abatement agreement) between FedEx and a state or local governmental authority, other than a standard account contract for shipping or business services, must be reported no later than five (5) business days after the contract is executed. Reports should be submitted online at and will include the following information: The names of the contracting state or local governmental authority and FedEx entity; A description of the contract, including the date of the contract and a summary of the subject matter of the contract; The name and contact information of the FedEx employee responsible for overseeing the performance of the contract; and The annual amounts to be received or paid by FedEx under the contract. Pay to Play Disclosure Some states require that FedEx report its campaign contributions to any state or local government official, as well as any contracts between FedEx and a state or local governmental authority, in that state. FedEx also may be required to report any personal campaign contributions made by FedEx executive officers and directors and their spouses and minor children to any state or local government official. The purpose of such reporting is to ensure that contributions are not being made by a person (or an affiliate or relative of such person) to a state or local government official before, during or after the term of a contract that is overseen by that official and to which the contributor (or an affiliate) is a party. 4

5 For example, in the annual report filed with the New Jersey Election Law Enforcement Commission referred to above, FedEx also must list all contributions made to any New Jersey state or local government official by FedEx, the FedExPAC, any 10% or greater stockholder of FedEx, and FedEx s directors and executive officers and their spouses and minor children. FedEx directors and executive officers will be asked to disclose in the company s annual director and officer questionnaire any personal campaign contributions made to state or local government officials in states that have pay to play disclosure requirements. In the event of a prohibited campaign contribution to a state or local government official, FedEx could be banned from entering into a contract or required to terminate an existing contract with the relevant state or local governmental authority. Lobbying Activity Reporting LDA-Registered Lobbyist Activity Reports FedEx is required to file with the United States House of Representatives and Senate a quarterly report on Form LD-2 that includes, among other things, a listing of all lobbying activities (as defined in Appendix A) by all FedEx officers and employees who are registered lobbyists under the LDA. Any FedEx officer or employee who spends 20% or more of his or her business time in any calendar quarter engaged in lobbying activities and who has more than one lobbying contact (as defined in Appendix A) is required to register as a lobbyist under the LDA. FedEx officers and employees who are registered lobbyists under the LDA must complete an online monthly activity report of their lobbying activities. The registered lobbyist activity report can be accessed at The report is to be completed no later than the 10 th day of the following month. Lobbying Activity Reports by Regulatory Affairs Group Pursuant to Section 162(e) of the Internal Revenue Code, certain lobbying-related expenses cannot be deducted by FedEx for income tax purposes. FedEx s Section 162(e) non-deductible amount also is reported on each quarterly Form LD-2, which is filed with the United States House of Representatives and Senate. In order to help track Section 162(e) non-deductible expenses, each member of the FedEx Express Regulatory Affairs group must complete an online activity report of their Section 162(e) lobbying and political activities (as defined in Appendix B) for each calendar quarter in which he or she spends 5% or more of his or her business time during that quarter engaged in Section 162(e) lobbying and political activities. The Regulatory Affairs Section 162(e) lobbying and political activities report can be accessed at The report is to be completed no later than the 10 th day of the month following the end of the applicable quarter. No report is required to be filed if the individual did not spend 5% or more of his or her business time engaged in Section 162(e) lobbying and political activities during the quarter. 5

6 Semi-Annual Reports under the LDA Under the LDA, FedEx and FedEx officers and employees who are registered lobbyists are required to separately file with the United States House of Representatives and Senate a semiannual report on Form LD-203 by July 30 (with respect to the January 1 June 30 period) and January 30 (with respect to the July 1 December 31 period) of each year. This report requires: A certification that the filer has read and understands the gift and travel provisions in the rules of both the House of Representatives and Senate, and that the filer has not knowingly violated such rules; and The disclosure of certain contributions by the filer and any political action committee established or controlled by the filer. FedEx officers and employees who are registered lobbyists under the LDA must complete by July 15 (with respect to January 1 June 30) and January 15 (with respect to July 1 December 31) an online certification relating to the House and Senate gift rules and an activity report relating to the contributions and payments that are required to be disclosed on Form LD The online certification and contribution activity report can be accessed at Trade Association Dues Under Internal Revenue Code Section 162(a), fees and dues paid to a trade association (e.g., the U.S. Chamber of Commerce, The Business Roundtable, the American Trucking Association and the Air Transport Association) are generally deductible as a business expense. Section 162(e) denies a deduction, however, for an allocable portion of dues paid to such organizations that relate to lobbying activities. Trade associations are generally required to provide annual disclosure to member companies that sets forth the portion of their dues allocable to lobbying activities. In order to track Section 162(e) non-deductible trade association fees and dues, all invoices for trade associations must be processed in accordance with the relevant processes and procedures prescribed by the FedEx Corporate Reporting Department. Questions Any questions regarding this Policy, including whether a personal campaign contribution would trigger a reporting requirement or preclude FedEx from entering into a contract with a state or local governmental authority, should be addressed to Robert E. Yeager, Manager Ethics and Lobbying Compliance, at 901/ or robert.yeager@fedex.com. Effective June 1,

7 GLOSSARY covered executive branch official means The President and Vice President; Any officer or employee of the White House Office of the Executive Office of the President and the two most senior level officers of each of the other agencies in the Executive Office of the President (e.g., the Director of the Office Management and Budget ( OMB ) and the Deputy Director of OMB); Any individual designated by the President as having Cabinet level status and any immediate deputy of such individual; and Any individual serving in a position in Level I of the Executive Schedule (as set forth below) and any immediate deputy of such individual: Secretary of State Secretary of Treasury Secretary of Defense Secretary of Agriculture Attorney General Secretary of the Interior Secretary of Transportation Secretary of Education Secretary of Veterans Affairs Secretary of Labor Secretary of Commerce Secretary of Energy Trade Representative Commissioner of Social Security Director of National Intelligence Secretary of Health and Human Services Secretary of Homeland Security Director of National Drug Control Policy Director of Office of Management and Budget Secretary of Housing and Urban Development Chairman, Board of Governors of the Federal Reserve covered legislative branch official means A member of Congress (including a senator, or a representative in, or delegate or resident commissioner to, the Congress); An elected officer of either the House or the Senate; An employee (or equivalent) who works for a member of Congress, a committee of the House or the Senate, the leadership staff of the House or the Senate, a joint committee of Congress, or a working group or caucus organized to provide services or assistance to members of Congress; and Any other legislative branch employee serving under section 109(13) of the Ethics in Government Act of 1978 (generally includes higher-salaried individuals whose compensation exceeds certain specified levels and is disbursed to them by the Secretary of the Senate or the Clerk of the House of Representatives). governmental authority means The United States Government; Any state or local government; 7

8 Any federal, state or local governmental authority of any nature, including any agency, board, branch, commission, committee or department; Any federal, state or local quasi-governmental entity; and Any company, corporation, association or other entity owned or controlled by the federal or a state or local government. government official means Any officer, official or member (elected, appointed or otherwise) of a governmental authority; Any employee or staff member of a governmental authority or a government official; Any employee or staff member of a political party; Any individual who is acting for or in the name or on behalf of any governmental authority; Any candidate for a federal, state or local political office; and Any other individual who may be considered a government official under applicable federal, state or local law. outside lobbyist means any company, association, law firm, organization or other person (other than a FedEx employee) that contacts or communicates with any government official for or on behalf of FedEx for the purpose of influencing or with the intent to influence the official actions, positions or decisions of such government official or to influence any legislation. Outside lobbyists include lobbyists of a trade, industry or professional association, coalition or organization (a trade association ) when lobbying specifically on behalf of FedEx, but do not include trade association lobbyists when lobbying on behalf of the trade association or its members generally. Membership by FedEx, and participation by FedEx officers and employees, in a trade association does not constitute engagement of an outside lobbyist. Law firms representing FedEx before any federal, state or local agencies (e.g., the Internal Revenue Service, the Federal Aviation Administration and the Tennessee Department of Revenue) in the ordinary course of business are not considered outside lobbyists. state or local governmental authority means Any state or local government; Any state or local governmental authority of any nature, including any agency, board, branch, commission, committee or department; Any state or local quasi-governmental entity; and Any company, corporation, association or other entity owned or controlled by a state or local government. 8

9 state or local government official means Any officer, official or member (elected, appointed or otherwise) of a state or local governmental authority; Any employee or staff member of a state or local governmental authority or a state or local government official; Any employee or staff member of a political party; Any individual who is acting for or in the name or on behalf of any state or local governmental authority; Any candidate for a state or local political office; and Any other individual who may be considered a government official under applicable state or local law. United States governmental authority means The United States Government; Any federal governmental authority of any nature, including any agency, board, branch, commission, committee or department; Any federal quasi-governmental entity; and Any company, corporation, association or other entity owned or controlled by the federal government. United States government official means Any officer, official or member (elected, appointed or otherwise) of a United States governmental authority; Any employee or staff member of a United States governmental authority or a United States government official; Any individual who is acting for or in the name or on behalf of any United States governmental authority; and Any other individual who may be considered a government official under applicable federal law. 9

10 APPENDIX A Definition of Lobbying Activities Legislative Branch Lobbying lobbying activities means, for purposes of legislative branch lobbying, lobbying contacts with covered legislative branch officials and efforts in support of lobbying contacts made by any FedEx employee. For purposes of legislative branch lobbying, the term lobbying contact means any oral, written or electronic communication (including in-person meetings, phone calls, e- mails, faxes, letters, etc.) to a covered legislative branch official that is made on behalf of FedEx with regard to any of the following: o Formulation, modification or adoption of federal legislation (including legislative proposals), rules, regulations, executive orders, or any other program, policy or position of the U.S. Government; o Administration or execution of a federal program or policy; o Negotiation, award or administration of a federal contract, grant, loan, permit or license; or o Nomination or confirmation of a person to a position requiring Senate confirmation. For purposes of legislative branch lobbying, the term lobbying contact does not include the following: o A request for a meeting, a request for the status of an action, or any similar administrative request, if the request does not include an attempt to influence a covered legislative branch official; o Any communication made in a speech, article, publication or other material that is distributed and made available to the public, or through radio, television or other medium of mass communication; o Any communication compelled by subpoena, civil investigative demand, statute, regulation or other action of Congress or a federal agency; o Any communication that is required by a federal agency contract, grant, loan, permit or license; o Participation in an advisory committee subject to the Federal Advisory Committee Act; o Information provided in writing in response to an oral or written request by a covered legislative branch official for specific information; o Congressional testimony; o A written comment filed in the course of a public proceeding or any other communication that is made on the record in a public proceeding; and A-1

11 o A petition for agency action made in writing and required to be a matter of public record pursuant to established agency procedures. For purposes of legislative branch lobbying, the term efforts in support of lobbying contacts generally means any work performed with the intent that it will support ongoing or future lobbying contacts. Efforts and activities in support of lobbying contacts may include the following: o Preparation and planning activities; o Research, analysis and other background work; o Coordination with the lobbying activities of others; o Drafting proposed legislation, white papers or report language; o Drafting transmittal or substantive letters; o Preparing presentations or talking points; o Conference calls or meetings to discuss lobbying strategies; o Internal reporting on ongoing lobbying efforts; and o Legislative monitoring done with the intent to support future lobbying contacts. Executive Branch Lobbying lobbying activities means, for purposes of executive branch lobbying, any direct communication (oral, written or electronic) with a covered executive branch official in an attempt to influence the official actions or positions of such official and any activity directly related to such communication. A communication is direct if the covered executive branch official is the intended primary recipient of the communication. For purposes of executive branch lobbying, the term activity directly related to such communication generally includes activities that are performed with a view toward directly communicating with a covered executive branch official in an attempt to influence the official actions or positions of such official. Activities performed with a view toward directly communicating with a covered executive branch official may include the following: o Preparation and planning activities; o Research, analysis and other background work; o Coordination with the lobbying activities of others; o Drafting white papers or report language; o Drafting transmittal or substantive letters; o Preparing presentations or talking points; o Conference calls or meetings to discuss lobbying strategies; or o Monitoring done with the intent to support future communication with a covered executive branch official. A-2

12 APPENDIX B Definition of Section 162(e) Lobbying and Political Activities Section 162(e) lobbying and political activities include: Influencing legislation, which means (a) any attempt to influence any legislation through a lobbying communication and (b) all activities, such as research, preparation, planning and coordination, including deciding whether to make a lobbying communication, engaged in for a purpose of making or supporting a lobbying communication even if not yet made. (See below for rules for determining the purposes for engaging in an activity.) o Legislation includes any action with respect to acts, bills, resolutions or other similar items by a legislative body, or by the public in a referendum, initiative, constitutional amendment or similar procedure. Legislation also includes a proposed treaty required to be submitted by the President to the Senate for its advice and consent from the time the President s representative begins to negotiate its position with the prospective parties to the proposed treaty. Legislation does not include any rules or regulations of an administrative agency or local legislation. Action includes the introduction, amendment, enactment, defeat or repeal of acts, bills, resolutions or other similar items. o A lobbying communication is any communication (other than any communication compelled by subpoena or otherwise compelled by federal or state law) with any member or employee of a legislative body or with any other governmental official or employee (regardless of rank) who may participate in the formulation of legislation that (a) refers to specific legislation and reflects a view on that legislation or (b) clarifies, amplifies, modifies or provides support for views reflected in a prior lobbying communication. Specific legislation includes legislation and any specific legislative proposal that has not yet been introduced in a legislative body. o Legislative bodies include the United States Congress, any state legislature and other similar governing bodies. Legislative bodies do not include local councils (and similar governing bodies) or any executive, judicial or administrative agency, department or body. o The purposes for engaging in an activity are determined based on all the facts and circumstances, including: Whether the activity and the lobbying communication are proximate in time; Whether the activity and the lobbying communication relate to similar subject matter; Whether the activity is performed at the request of, under the direction of or on behalf of a person making the lobbying communication; Whether the results of the activity are also used for a non-lobbying purpose; and B-1

13 Whether, at the time of engaging in the activity, there is specific legislation to which the activity relates. o If the engagement in an activity is both for the purpose of making or supporting a lobbying communication and for some non-lobbying purpose, the activity must be treated as engaged in partially for a lobbying purpose and partially for a non-lobbying purpose. This division of the activity must result in a reasonable allocation of time and costs to influencing legislation. o The following activities are considered to have been engaged in without the purpose of making or supporting a lobbying communication: Before evidencing a purpose to influence any specific legislation, (a) determining the existence or procedural status of specific legislation or the time, place and subject of any hearing to be held by a legislative body with respect to specific legislation or (b) preparing routine, brief summaries of the provisions of specific legislation; Performing an activity for purposes of complying with the requirements of any law; Reading any publications available to the general public or viewing or listening to other mass media communications; and Merely attending a widely attended speech. o If any activities are engaged in for the purpose of supporting a lobbying communication to be made by a third party, such activities are considered as influencing legislation. For example, if a FedEx employee engages in an activity to assist a trade association in preparing its lobbying communication, such activities are influencing legislation even if the lobbying communication is made by the trade association and not by FedEx. Any direct communication (oral, written or electronic) with a covered executive branch official in an attempt to influence the official actions or positions of such official. A communication is direct if the covered executive branch official is the intended primary recipient of the communication. o Research, preparation, planning, coordination and other activities engaged in for the purpose of making a direct communication with a covered executive branch official are not considered Section 162(e) lobbying and political activities. Such support activities may, however, be considered influencing legislation as discussed above. Participation in, or intervention in, any political campaign on behalf of (or in opposition to) any candidate for public office. Any attempt to influence the general public, or segments thereof, with respect to elections, legislative matters or referenda (generally known as grass roots lobbying ). [722427] B-2