UNITED STATES SECURITIES 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 November 30, 2015 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR 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 (I.R.S. Employer incorporation or organization) 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 the preceding 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 90 days. 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 be submitted 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 was required 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 the definitions 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 December 15, 2015 Common Stock, par value $0.10 per share 275,615,246
WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 FEDEX CORPORATION INDEX
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets November 30, 2015 and May 31, 2015 3
Condensed Consolidated Statements of Income Three and Six Months Ended November 30, 2015 and 2014 5
Condensed Consolidated Statements of Comprehensive Income Three and Six Months Ended November 30, 2015 and 2014 6
Condensed Consolidated Statements of Cash Flows Six Months Ended November 30, 2015 and 2014 7
Notes to Condensed Consolidated Financial Statements 8
Report of Independent Registered Public Accounting Firm 26
ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition 27
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 53
ITEM 4. Controls and Procedures 53
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 54
ITEM 1A. Risk Factors 54
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 54
ITEM 6. Exhibits 54
Signature 56
Exhibit Index E-1 Exhibit 10.1 Exhibit 10.2 Exhibit 10.3 Exhibit 10.4 Exhibit 10.5 Exhibit 10.6 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–Presentation Linkbase Document Exhibit 101–Definition Linkbase Document
- 2 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 FEDEX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN MILLIONS)
November 30,
2015 May 31, (Unaudited) 2015
ASSETS
CURRENT ASSETS Cash and cash equivalents $ 3,647 $ 3,763 Receivables, less allowances of $178 and $185 5,865 5,719 Spare parts, supplies and fuel, less allowances of $214 and $207 493 498 Deferred income taxes 687 606 Prepaid expenses and other 460 355
Total current assets 11,152 10,941
PROPERTY AND EQUIPMENT, AT COST 45,242 42,864 Less accumulated depreciation and amortization 22,964 21,989
Net property and equipment 22,278 20,875
OTHER LONG-TERM ASSETS Goodwill 3,806 3,810 Other assets 1,135 1,443
Total other long-term assets 4,941 5,253
$ 38,371 $ 37,069
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 3 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 FEDEX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN MILLIONS, EXCEPT SHARE DATA)
November 30,
2015 May 31, (Unaudited) 2015
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES Current portion of long-term debt $ 14 $ 19 Accrued salaries and employee benefits 1,510 1,436 Accounts payable 2,129 2,066 Accrued expenses 2,298 2,436
Total current liabilities 5,951 5,957
LONG-TERM DEBT, LESS CURRENT PORTION 8,481 7,249
OTHER LONG-TERM LIABILITIES Deferred income taxes 1,759 1,747 Pension, postretirement healthcare and other benefit obligations 4,702 4,893 Self-insurance accruals 1,265 1,120 Deferred lease obligations 840 711 Deferred gains, principally related to aircraft transactions 167 181 Other liabilities 216 218
Total other long-term liabilities 8,949 8,870
COMMITMENTS AND CONTINGENCIES
COMMON STOCKHOLDERS’ INVESTMENT Common stock, $0.10 par value; 800 million shares authorized; 318 million shares issued as of November 30, 2015 and May 31, 2015 32 32 Additional paid-in capital 2,839 2,786 Retained earnings 18,048 16,900 Accumulated other comprehensive income (41) 172 Treasury stock, at cost (5,888) (4,897 )
Total common stockholders’ investment 14,990 14,993
$ 38,371 $ 37,069
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 4 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 FEDEX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended November 30, November 30,
2015 2014 2015 2014
REVENUES $ 12,453 $ 11,939 $ 24,732 $ 23,623
OPERATING EXPENSES: Salaries and employee benefits 4,570 4,229 9,095 8,343 Purchased transportation 2,538 2,185 4,882 4,239 Rentals and landing fees 682 663 1,377 1,323 Depreciation and amortization 653 651 1,301 1,302 Fuel 615 1,052 1,327 2,172 Maintenance and repairs 529 543 1,077 1,099 Other 1,729 1,528 3,392 2,995
11,316 10,851 22,451 21,473
OPERATING INCOME 1,137 1,088 2,281 2,150
OTHER INCOME (EXPENSE): Interest, net (74) (47 ) (137 ) (95 ) Other, net (8) 5 (5 ) 3
(82) (42 ) (142 ) (92 )
INCOME BEFORE INCOME TAXES 1,055 1,046 2,139 2,058
PROVISION FOR INCOME TAXES 364 383 756 742
NET INCOME $ 691 $ 663 $ 1,383 $ 1,316
EARNINGS PER COMMON SHARE: Basic $ 2.47 $ 2.34 $ 4.92 $ 4.63
Diluted $ 2.44 $ 2.31 $ 4.86 $ 4.57
DIVIDENDS DECLARED PER COMMON SHARE $ 0.25 $ 0.20 $ 0.75 $ 0.60
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 5 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 FEDEX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (IN MILLIONS)
Three Months Ended Six Months Ended November 30, November 30,
2015 2014 2015 2014
NET INCOME $ 691 $ 663 $ 1,383 $ 1,316
OTHER COMPREHENSIVE INCOME (LOSS): Foreign currency translation adjustments, net of tax of $4, $14, $17 and $23 (33) (122 ) (171) (153) Amortization of prior service credit, net of tax of $11, $11, $18 and $21 (18) (18 ) (42) (34)
(51) (140 ) (213) (187)
COMPREHENSIVE INCOME $ 640 $ 523 $ 1,170 $ 1,129
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 6 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 FEDEX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN MILLIONS)
Six Months Ended November 30,
2015 2014
Operating Activities: Net income $ 1,383 $ 1,316
Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 1,301 1,302 Provision for uncollectible accounts 57 78 Stock-based compensation 86 79 Deferred income taxes and other noncash items (48) (37)
Changes in assets and liabilities: Receivables (263) (317) Other assets (113) (46) Accounts payable and other liabilities 66 (201) Other, net (15) (23)
Cash provided by operating activities 2,454 2,151
Investing Activities: Capital expenditures (2,562) (1,890) Proceeds from asset dispositions and other 12 7
Cash used in investing activities (2,550) (1,883)
Financing Activities: Principal payments on debt (17) (1) Proceeds from debt issuances 1,238 — Proceeds from stock issuances 62 189 Excess tax benefit on the exercise of stock options 8 23 Dividends paid (141) (114) Purchase of treasury stock (1,101) (947) Other, net (16) —
Cash provided by (used in) financing activities 33 (850)
Effect of exchange rate changes on cash (53) (60)
Net decrease in cash and cash equivalents (116) (642) Cash and cash equivalents at beginning of period 3,763 2,908
Cash and cash equivalents at end of period $ 3,647 $ 2,266
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 7 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 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 with accounting principles generally accepted in the United States and Securities and Exchange Commission (“SEC”) instructions for interim financial information, and should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2015 (“Annual Report”). Accordingly, significant accounting policies and other disclosures 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 November 30, 2015, the results of our operations for the three- and six-month periods ended November 30, 2015 and 2014 and cash flows for the six-month periods ended November 30, 2015 and 2014. Operating results for the three- and six-month periods ended November 30, 2015 are not necessarily indicative of the results that may be expected for the year ending May 31, 2016.
Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2016 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year. REVENUE RECOGNITION. On June 1, 2015, we began recording revenues associated with the FedEx SmartPost service on a gross basis including postal fees in revenues and expenses, versus our previous net treatment, due to operational changes occurring in 2016 that result in us being the principal in all cases for the FedEx SmartPost service. This change has been recognized prospectively. BUSINESS ACQUISITIONS. As discussed in our Annual Report, on April 6, 2015, we entered into a conditional agreement to acquire TNT Express N.V. (“TNT Express”) for €4.4 billion (currently, approximately $4.8 billion). This combination is expected to expand our global portfolio, particularly in Europe, lower our costs to serve our European markets by increasing density in our pickup-and- delivery operations and accelerate our global growth. This acquisition is expected to be completed in the first half of calendar year 2016. The closing of the acquisition is subject to customary conditions, including obtaining all necessary approvals and competition clearances. We expect to secure all relevant competition approvals. We completed our acquisitions of GENCO Distribution System, Inc. (“GENCO”) and Bongo International, LLC (“Bongo”) in the third quarter of 2015 and have included the financial results and estimated fair values of the assets and liabilities related to these acquisitions in the FedEx Ground and FedEx Express segments, respectively. These acquisitions are included in the accompanying balance sheets based on an allocation of the purchase price (summarized in the table below, in millions) which reflects immaterial updates from the May 31, 2015 and August 31, 2015 estimates.
Current assets $ 344 Property and equipment 113 Goodwill 1,194 Intangible assets 69 Other non-current assets 25 Current liabilities (244) Long-term liabilities (56)
Total purchase price $ 1,445
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The goodwill recorded is primarily attributable to expected benefits from synergies of the combinations with existing businesses and other acquired entities and the work force in place at GENCO. The majority of the purchase price allocated to goodwill is not deductible for U.S. income tax purposes. The intangible assets acquired consist primarily of customer-related intangible assets, which are amortized on an accelerated basis over an estimated life of 15 years.
EMPLOYEES UNDER COLLECTIVE BARGAINING ARRANGEMENTS. The pilots of Federal Express Corporation (“FedEx Express”), which represent a small number of FedEx Express’s total employees, are employed under a newly ratified collective bargaining agreement (“CBA”). The new CBA was ratified by FedEx Express pilots in a vote concluded on October 20, 2015, and is the product of 32 months of bargaining under the Railway Labor Act of 1926, as amended (“RLA”), the last 10 months of which were mediated by the National Mediation Board (the U.S. governmental agency that oversees labor agreements for entities covered by the RLA). The new CBA took effect November 2, 2015, and is scheduled to become amendable in November 2021, after a six-year term. In addition to our pilots at FedEx Express, 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 restricted stock 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 $33 million for the three-month period ended November 30, 2015 and $86 million for the six-month period ended November 30, 2015. Our stock-based compensation expense was $31 million for the three-month period ended November 30, 2014 and $79 million for the six-month period ended November 30, 2014. 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 financial statements. These matters are described in our Annual Report.
During the quarter, we chose to early adopt the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) requiring acquirers in a business combination to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period that the adjustment amounts are determined and eliminates the requirement to retrospectively account for these adjustments. It also requires additional disclosure about the effects of the adjustments on prior periods. See the Business Acquisitions section above for further discussion regarding our recent business acquisitions.
On November 11, 2015, the FASB voted to proceed with the new lease accounting standard that will require companies to include a right-of-use asset and a liability to make lease payments on the balance sheet for all leases (except short-term leases). This new standard will have a significant impact on our accounting and financial reporting and will be effective for our fiscal year ending May 31, 2020.
On November 20, 2015, the FASB issued an Accounting Standards Update that will require companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This new guidance will have minimal impact on our accounting and financial reporting and will be effective for our fiscal year ending May 31, 2018. We believe that no other new accounting guidance was adopted or issued during the first half of 2016 that is relevant to the readers of our financial statements.
TREASURY SHARES. In September 2014, our Board of Directors authorized the repurchase of up to 15 million shares of common stock. During the second quarter of 2016, we repurchased 6.0 million shares of FedEx common stock at an average price of $151.76 per share for a total of $911 million. As of November 30, 2015, 5.1 million shares remained under the share repurchase authorization. The timing and volume of repurchases are at the discretion of management, based on market conditions and other factors. We expect to repurchase all the remaining authorized shares by the end of 2016.
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DIVIDENDS DECLARED PER COMMON SHARE. On November 2, 2015, our Board of Directors declared a quarterly dividend of $0.25 per share of common stock. The dividend will be paid on January 4, 2016 to stockholders of record as of the close of business on December 14, 2015. Each quarterly dividend payment is subject to review and approval 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 income (loss) (“AOCI”), net of tax, reported in our condensed consolidated financial statements for the periods ended November 30 (in millions; amounts in parentheses indicate debits to AOCI):
Three Months Ended Six Months Ended
2015 2014 2015 2014
Foreign currency translation gain (loss): Balance at beginning of period $ (391) $ 50 $ (253 ) $ 81 Translation adjustments (33) (122) (171 ) (153 )
Balance at end of period (424) (72) (424 ) (72 )
Retirement plans adjustments: Balance at beginning of period 401 409 425 425 Reclassifications from AOCI (18) (18) (42 ) (34 )
Balance at end of period 383 391 383 391
Accumulated other comprehensive (loss) income at end of period $ (41) $ 319 $ (41) $ 319
The following table presents details of the reclassifications from AOCI for the periods ended November 30 (in millions; amounts in parentheses indicate debits to earnings):
Amount Reclassified from Affected Line Item in the AOCI Income Statement
Three Months Ended Six Months Ended
2015 2014 2015 2014
Amortization of retirement plans prior service credits, before tax $ 29 $ 29 $ 60 $ 55 Salaries and employee benefits Income tax benefit (11 ) (11 ) (18 ) (21 ) Provision for income taxes
AOCI reclassifications, net of tax $ 18 $ 18 $ 42 $ 34 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 common stock.
During the quarter, we issued $1.25 billion of senior unsecured 4.75% fixed-rate notes due in November 2045 under our current shelf registration statement. Interest on the notes is paid semiannually. We utilized the net proceeds for working capital and general corporate purposes, including share repurchases made pursuant to our current share repurchase authorization.
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On November 13, 2015, we replaced our revolving and letter of credit facilities with a new, single 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 to finance 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 (“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 EBITDA was 1.2 to 1.0 at November 30, 2015. We believe the leverage ratio covenant is our only significant restrictive covenant in our revolving credit agreement. Our revolving credit agreement contains other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the leverage ratio covenant and all other covenants of our revolving credit agreement and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. As of November 30, 2015, no commercial paper was outstanding. However, we had a total of $318 million in letters of credit outstanding at November 30, 2015, with $182 million of the letter of credit sublimit unused under our revolving credit facility.
Long-term debt, exclusive of capital leases, had carrying values of $8.5 billion at November 30, 2015 and $7.2 billion at May 31, 2015, compared with estimated fair values of $8.5 billion at November 30, 2015 and $7.4 billion at May 31, 2015. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value 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 other than quoted prices that are observable for the liability, either directly or indirectly.
(4) Computation of Earnings Per Share
The calculation of basic and diluted earnings per common share for the periods ended November 30 was as follows (in millions, except per share amounts):
Three Months Ended Six Months Ended
2015 2014 2015 2014
Basic earnings per common share: Net earnings allocable to common shares(1) $ 690 $ 662 $ 1,382 $ 1,315 Weighted-average common shares 279 283 281 284
Basic earnings per common share $ 2.47 $ 2.34 $ 4.92 $ 4.63
Diluted earnings per common share: Net earnings allocable to common shares(1) $ 690 $ 662 $ 1,382 $ 1,315
Weighted-average common shares 279 283 281 284 Dilutive effect of share-based awards 4 4 3 4
Weighted-average diluted shares 283 287 284 288 Diluted earnings per common share $ 2.44 $ 2.31 $ 4.86 $ 4.57
Anti-dilutive options excluded from diluted earnings per common share 3.7 2.2 3.6 2.2
(1) Net earnings available to participating securities were immaterial in all periods presented.
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(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 and postretirement healthcare plans. Key terms of our retirement plans are provided in our Annual Report. Our retirement plans costs for the periods ended November 30 were as follows (in millions):
Three Months Ended Six Months Ended
2015 2014 2015 2014
Defined benefit pension plans $ 54 $ (10 ) $ 107 $ (17 ) Defined contribution plans 103 94 205 188 Postretirement healthcare plans 20 20 41 40
$ 177 $ 104 $ 353 $ 211
Net periodic benefit cost of the pension and postretirement healthcare plans for the periods ended November 30 included the following components (in millions):
Three Months Ended Six Months Ended
2015 2014 2015 2014
Pension Plans Service cost $ 165 $ 164 $ 331 $ 328 Interest cost 295 275 590 550 Expected return on plan assets (377 ) (420) (754) (840) Amortization of prior service credit (29 ) (29) (60) (55)
$ 54 $ (10) $ 107 $ (17)
Three Months Ended Six Months Ended
2015 2014 2015 2014
Postretirement Healthcare Plans Service cost $ 10 $ 10 $ 20 $ 20 Interest cost 10 10 21 20
$ 20 $ 20 $ 41 $ 40
Contributions to our tax qualified U.S. domestic pension plans (“U.S. Pension Plans”) for the six-month periods ended November 30 were as follows (in millions):
2015 2014
Required $ 8 $ 247 Voluntary 322 83
$ 330 $ 330
In December 2015, we made an additional voluntary contribution of $165 million to our U.S. Pension Plans. Our U.S. Pension Plans have ample funds to meet expected benefit payments.
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(6) Business Segment Information
We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively under the respected FedEx brand. Our primary operating companies include FedEx Express, the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), a leading U.S. provider of less-than-truckload (“LTL”) freight services. Our reportable segments include the following businesses:
FedEx Express Segment FedEx Express (express transportation)
FedEx Trade Networks (air and ocean freight forwarding and customs brokerage)
FedEx SupplyChain Systems (logistics services)
Bongo (cross-border enablement technology and solutions)
FedEx Ground Segment FedEx Ground (small-package ground delivery)
GENCO (third-party logistics)
FedEx Freight Segment FedEx Freight (LTL freight transportation)
FedEx Custom Critical (time-critical transportation)
FedEx Services Segment FedEx Services (sales, marketing, information technology, communications and back-office functions)
FedEx TechConnect (customer service, technical support, billings and collections)
FedEx Office (document and business services and package acceptance) FedEx Services Segment The FedEx Services segment operates combined sales, marketing, administrative and information technology functions in shared services operations that support our transportation businesses and allow us to obtain synergies from the combination of these functions. For the international regions of FedEx Express, some of these functions are performed on a regional basis by FedEx Express and reported in the FedEx Express segment in their natural expense line items. 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 results of FedEx Office) to reflect the full cost of operating our transportation businesses in the results of those segments. Within the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segments.
Operating expenses for each of our transportation segments include the allocations from the FedEx Services segment to the respective transportation segments. These allocations also include charges and credits for administrative services provided between operating companies. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses.
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Eliminations, Corporate and Other Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information, because the amounts are not material.
Corporate and other includes corporate headquarters costs for executive officers, certain other legal and financial functions, as well as certain other costs and credits not attributed to our core business. 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 the periods ended November 30 (in millions):
Three Months Ended Six Months Ended
2015 2014 2015 2014
Revenues FedEx Express segment $ 6,588 $ 7,024 $ 13,179 $ 13,886 FedEx Ground segment 4,050 3,063 7,880 6,023 FedEx Freight segment 1,547 1,585 3,148 3,194 FedEx Services segment 403 394 793 768 Eliminations and other (135) (127 ) (268 ) (248)
$ 12,453 $ 11,939 $ 24,732 $ 23,623
Operating Income FedEx Express segment $ 622 $ 492 $ 1,167 $ 869 FedEx Ground segment 526 465 1,063 1,010 FedEx Freight segment 101 112 233 280 Eliminations, corporate and other (112) 19 (182 ) (9)
$ 1,137 $ 1,088 $ 2,281 $ 2,150
(7) Commitments
As of November 30, 2015, our purchase commitments under various contracts for the remainder of 2016 and annually thereafter were as follows (in millions):
Aircraft and Aircraft-Related Other(1) Total
2016 (remainder) $ 228 $ 258 $ 486 2017 1,286 271 1,557 2018 1,755 157 1,912 2019 1,575 72 1,647 2020 1,646 24 1,670 Thereafter 5,867 98 5,965
Total $ 12,357 $ 880 $ 13,237
(1) Primarily equipment and advertising contracts.
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The amounts reflected in the table above for purchase commitments represent noncancelable agreements to purchase goods or services. As of November 30, 2015, our obligation to purchase six Boeing 767-300 Freighter (“B767F”) aircraft and nine Boeing 777 Freighter (“B777F”) aircraft is conditioned upon there being no event that causes FedEx Express or its employees not to be covered by the RLA. Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. We had $326 million in deposits and progress payments as of November 30, 2015 on aircraft purchases and other planned aircraft- related transactions. These deposits are classified in the “Other assets” caption of our consolidated balance sheets. Aircraft and aircraft-related contracts are subject to price escalations. The following table is a summary of the key aircraft we are committed to purchase as of November 30, 2015 with the year of expected delivery:
B767F B777F Total
2016 (remainder) 2 — 2 2017 12 — 12 2018 16 2 18 2019 13 2 15 2020 12 3 15 Thereafter 26 9 35
Total 81 16 97
A summary of future minimum lease payments under noncancelable operating leases with an initial or remaining term in excess of one year at November 30, 2015 is as follows (in millions):
Operating Leases
Aircraft Total and Related Facilities Operating Equipment and Other Leases
2016 (remainder) $ 393 $ 868 $ 1,261 2017 403 1,954 2,357 2018 332 1,544 1,876 2019 274 1,356 1,630 2020 190 1,192 1,382 Thereafter 360 7,668 8,028
Total $ 1,952 $ 14,582 $ 16,534
Future minimum lease payments under capital leases were immaterial at November 30, 2015. While certain of our lease agreements contain covenants governing the use of the leased assets or require us to maintain certain levels of insurance, none of our lease agreements include material financial covenants or limitations.
(8) Contingencies
Wage-and-Hour. We are a defendant in a number of lawsuits containing various class-action allegations of wage-and-hour violations. The plaintiffs in these lawsuits allege, among other things, that they were forced to work “off the clock,” were not paid overtime or were not provided work breaks or other benefits. The complaints generally seek unspecified monetary damages, injunctive relief, or both. We do not believe that a material loss is reasonably possible with respect to any of these matters.
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Independent Contractor — Lawsuits and State Administrative Proceedings. FedEx Ground is involved in numerous class-action lawsuits (including 25 that have been certified as class actions), individual lawsuits and state tax and other administrative proceedings that claim that the company’s owner-operators should be 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 of Indiana. 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 order addressing 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 our summary 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 Seventh Circuit 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 the district court’s decision and, instead, certified two questions to the Kansas Supreme Court related to the classification of the plaintiffs as independent contractors under the Kansas 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 that under that test, the class members were employees, not independent contractors. The case was subsequently transferred back to the Seventh Circuit, where both parties made filings 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 19 cases 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 law from 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 class members are employees, not independent contractors. Additionally, the Seventh Circuit referred the other 19 cases to a representative of the court for purposes of setting a case 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 we increased the accrual to the amount of the settlement. The settlement will require court 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 judgment ruling did not completely dispose of all of the claims in those lawsuits. Three of these matters settled for immaterial amounts and have received court approval. The cases in Arkansas and Florida settled in the second quarter of 2016, and we established an accrual in each of these cases for the amount of the settlement. The settlements are subject to court approval.
Two cases in Oregon and one in California were appealed to the Ninth Circuit Court of Appeals, where the court reversed the district court decisions and held that the plaintiffs in California and Oregon were employees as a matter of law and remanded the cases to their respective district courts for further proceedings. In the first quarter of 2015, we recognized an accrual for the then-estimated probable loss in those cases. In June 2015, the parties in the California case engaged in mediation and reached an agreement to settle the matter for $228 million, and in the fourth quarter of 2015 we increased the accrual to that amount. The settlement agreement is pending court approval.
The two cases in Oregon have been consolidated with a non-MDL independent contractor case in Oregon. The three cases collectively settled in the second quarter of 2016, and we increased the accrual in these cases to the amount of the settlement. The settlement is subject to court approval.
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The aggregate amount of independent contractor case settlements during the second quarter of 2016 was $47 million, and the related aggregate accrual increase was $41 million during the quarter. 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. For these cases, as well as the remaining 19 cases before the Seventh Circuit, we do not expect 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 status of 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 courts may render and how these facts and rulings might impact FedEx Ground’s loss. For a number of reasons, we are not currently able to estimate a range of reasonably possible loss in these cases. The number and identities of plaintiffs in these lawsuits are uncertain, as they are dependent on how the class of full-time drivers is defined and how many individuals will qualify 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 could vary 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 of potential 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. As a 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 believe that 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 of our owner-operators and their drivers to the reimbursement 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, and could result in changes to the independent contractor status of FedEx Ground’s owner-operators in certain jurisdictions. We 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.
City and State of New York Cigarette Suit. On December 30, 2013, the City of New York filed suit against FedEx Express and FedEx Ground arising from our alleged shipments of cigarettes to New York City residents. The claims against FedEx Express were subsequently dismissed. On March 30, 2014, the complaint was amended adding the State of New York as a plaintiff. Beyond the addition of the State as a plaintiff, the amended complaint contains several amplifications of the previous claims. First, the claims now relate to four shippers, none of which continues to ship in our network. Second, the amended complaint contains a count for violation of the Assurance of Compliance (“AOC”) we had previously entered into with the State of New York, claiming that since 2006, FedEx has made shipments of cigarettes to residences in New York in violation of the AOC. Lastly, the amendment contains new theories of Racketeer Influenced and Corrupt Organizations Act (“RICO”) violations. In May 2014, we filed a motion to dismiss almost all of the claims. On November 12, 2014, the City and State of New York filed a separate but almost identical lawsuit that includes two additional shippers. This complaint was amended in May 2015 to include additional shippers. On March 9, 2015, the court ruled on our motion to dismiss in the first case, granting our motions to limit the applicable statute of limitations to four years and to dismiss a portion of the claims. The court, however, denied our motion to dismiss some of the claims, including the RICO claims. Loss in these lawsuits is reasonably possible, but the amount of any loss is expected 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 proceedings involve potential monetary sanctions that management reasonably believes could exceed $100,000. In February 2014, FedEx Ground received oral communications from District Attorneys’ Offices (representing California’s county environmental authorities) and the California Attorney General’s Office (representing the California Division of Toxic Substances Control (“DTSC”)) that they were seeking civil penalties for alleged violations of the state’s hazardous waste regulations. Specifically, the California environmental authorities alleged that FedEx Ground improperly generates and/or handles, stores and transports hazardous waste from its stations to its hubs in California. In April 2014, FedEx Ground filed a declaratory judgment action in the United States District Court for the Eastern District of California against the Director of the California DTSC and the County District Attorneys with whom we have been negotiating. In June 2014, the California Attorney General filed a complaint
- 17 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 against FedEx Ground in Sacramento County Superior Court alleging violations by FedEx Ground as described above. The County District Attorneys filed a similar complaint in Sacramento County Superior Court in July 2014. The county and state authorities filed a motion to dismiss FedEx Ground’s declaratory judgment action, and their motion was granted on January 22, 2015. FedEx Ground filed a notice of appeal with the Ninth Circuit Court of Appeals on February 23, 2015. FedEx Ground and the County District Attorneys reached an agreement to resolve all claims between them, and on August 10, 2015, they filed a negotiated final judgment in Sacramento County Superior Court that the court subsequently approved. In the fourth quarter of 2015, we established an accrual for the final judgment amount, which was immaterial. On November 19, 2015, FedEx Ground and the DTSC agreed to settle their dispute, subject to memorializing a consent judgment consistent with the terms FedEx Ground agreed upon with the District Attorneys. We established an accrual for the settlement amount in the second quarter of 2016. This amount was immaterial.
On January 14, 2014, the U.S. Department of Justice (“DOJ”) issued a Grand Jury Subpoena to FedEx Express relating to an asbestos matter previously investigated by the U.S. Environmental Protection Agency. On May 1, 2014, the DOJ informed us that it had determined to continue to pursue the matter as a criminal case, citing seven asbestos-related regulatory violations associated with removal of roof materials from a hangar in Puerto Rico during cleaning and repair activity, as well as violation of waste disposal requirements. Loss is reasonably possible; however, the amount of any loss is expected to be immaterial.
Department of Justice Indictment – Internet Pharmacy Shipments. In the past, we received requests for information from the DOJ in the Northern District of California in connection with a criminal investigation relating to the transportation of packages for online pharmacies that may have shipped pharmaceuticals in violation of federal law. In July 2014, the DOJ filed a criminal indictment in the United States District Court for the Northern District of California in connection with the matter. A superseding indictment was filed in August 2014. The indictment alleges that FedEx Corporation, FedEx Express and FedEx Services, together with certain pharmacies, conspired to unlawfully distribute controlled substances, unlawfully distributed controlled substances and conspired to unlawfully distribute misbranded drugs. The superseding indictment adds conspiracy to launder money counts related to services provided to and payments from online pharmacies. We continue to believe that our employees have acted in good faith at all times and that we have not engaged in any illegal activities.
Accordingly, we will vigorously defend ourselves in this matter. If we are convicted, remedies could include fines, penalties, forfeiture and compliance conditions. Given the stage of this proceeding, we cannot estimate the amount or range of loss, if any; however, it is reasonably possible that it could be material if we are convicted.
Other Matters. On June 30, 2014, we received a Statement of Objections from the French Competition Authority (“FCA”) addressed to FedEx Express France, formerly known as TATEX, regarding an investigation by the FCA into anticompetitive behavior that is alleged to have occurred primarily in the framework of trade association meetings that included the former general managers of TATEX prior to our acquisition of that company in July 2012. In September 2014, FedEx Express France submitted its observations in response to the Statement of Objections to the FCA. In April 2015, the FCA issued a report responding to the observations submitted by all companies involved in the investigation. We submitted an answer to the FCA’s report in early July. Loss in this matter is probable, and in the fourth quarter of 2015 we established an accrual for the estimated probable loss. This amount was immaterial. A hearing in this matter before the Board of the FCA occurred on September 30, 2015. On December 15, 2015, the FCA announced its decision and related fines against all companies involved in the investigation. FedEx Express France was fined €17 million (currently, $19 million). We are analyzing the decision and are considering the possibility of an appeal. Based on the amount previously accrued and available indemnification, no adjustment to the accrued amount is necessary at this time.
The U.S. Customs & Border Protection (the “CBP”) previously notified FedEx Trade Networks that it would be reviewing certain customs entries made at U.S. ports from 2008 to December 2013. In November 2015, the CBP notified FedEx Trade Networks that it may be liable for $76 million to $210 million in estimated uncollected duties and fees. The CBP has given FedEx Trade Networks an opportunity to respond with an offer in compromise covering all periods. Loss in this matter is probable, but at this time it is not possible for us to estimate the range of loss as we are still evaluating the CBP’s proposed range of liability, the amount we are willing to offer in compromise, if any, and the extent to which any loss would be covered by insurance.
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FedEx and its subsidiaries are subject to other legal proceedings that arise in the ordinary course of their business. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not have a material adverse effect on our financial position, results of operations or cash flows. (9) Supplemental Cash Flow Information Cash paid for interest expense and income taxes for the six-month periods ended November 30 was as follows (in millions):
2015 2014
Cash payments for: Interest (net of capitalized interest) $ 146 $ 103
Income taxes $ 831 $ 760 Income tax refunds received (3) (5)
Cash tax payments, net $ 828 $ 755
(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 reporting under the Securities Exchange Act of 1934, as amended. FedEx Express, however, currently files reports under such act.
The guarantor subsidiaries, which are 100% owned by FedEx, guarantee $8.25 billion of our debt. The guarantees are full and unconditional and joint and several. Our guarantor subsidiaries were not determined using geographic, service line or other similar criteria, and as a result, the “Guarantor Subsidiaries” and “Non-guarantor Subsidiaries” columns each include portions of our domestic and international operations. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting. Prior year amounts have been recast to conform to the pension accounting changes as discussed in our Annual Report.
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Condensed consolidating financial statements for our guarantor subsidiaries and non-guarantor subsidiaries are presented in the following tables (in millions): CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) November 30, 2015
Non- Guarantor guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated
ASSETS
CURRENT ASSETS Cash and cash equivalents $ 2,229 $ 474 $ 988 $ (44) $ 3,647 Receivables, less allowances 10 4,503 1,405 (53) 5,865 Spare parts, supplies, fuel, prepaid expenses and other, less allowances 85 739 129 — 953 Deferred income taxes — 651 36 — 687
Total current assets 2,324 6,367 2,558 (97) 11,152
PROPERTY AND EQUIPMENT, AT COST 29 43,125 2,088 — 45,242 Less accumulated depreciation and amortization 23 21,832 1,109 — 22,964
Net property and equipment 6 21,293 979 — 22,278
INTERCOMPANY RECEIVABLE — 981 1,255 (2,236) — GOODWILL — 1,571 2,235 — 3,806 INVESTMENT IN SUBSIDIARIES 24,371 3,228 — (27,599) — OTHER ASSETS 2,785 708 343 (2,701) 1,135
$ 29,486 $ 34,148 $ 7,370 $ (32,633) $ 38,371
LIABILITIES AND STOCKHOLDERS’
INVESTMENT
CURRENT LIABILITIES Current portion of long-term debt $ — $ 6 $ 8 $ — $ 14 Accrued salaries and employee benefits 49 1,251 210 — 1,510 Accounts payable 76 1,411 739 (97) 2,129 Accrued expenses 632 1,415 251 — 2,298
Total current liabilities 757 4,083 1,208 (97) 5,951
LONG-TERM DEBT, LESS CURRENT PORTION 8,217 248 16 — 8,481 INTERCOMPANY PAYABLE 2,236 — — (2,236) —
OTHER LONG-TERM LIABILITIES Deferred income taxes — 4,263 197 (2,701) 1,759 Other liabilities 3,286 3,653 251 — 7,190
Total other long-term liabilities 3,286 7,916 448 (2,701) 8,949 STOCKHOLDERS’ INVESTMENT 14,990 21,901 5,698 (27,599) 14,990
$ 29,486 $ 34,148 $ 7,370 $ (32,633) $ 38,371
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CONDENSED CONSOLIDATING BALANCE SHEETS May 31, 2015
Non- Guarantor guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated
ASSETS
CURRENT ASSETS Cash and cash equivalents $ 2,383 $ 487 $ 971 $ (78) $ 3,763 Receivables, less allowances 3 4,383 1,385 (52) 5,719 Spare parts, supplies, fuel, prepaid expenses and other, less allowances 41 689 123 — 853 Deferred income taxes — 571 35 — 606
Total current assets 2,427 6,130 2,514 (130) 10,941
PROPERTY AND EQUIPMENT, AT COST 29 40,364 2,471 — 42,864 Less accumulated depreciation and amortization 23 20,685 1,281 — 21,989
Net property and equipment 6 19,679 1,190 — 20,875
INTERCOMPANY RECEIVABLE — 686 1,563 (2,249) — GOODWILL — 1,552 2,258 — 3,810 INVESTMENT IN SUBSIDIARIES 23,173 3,800 — (26,973) — OTHER ASSETS 2,752 898 477 (2,684) 1,443
$ 28,358 $ 32,745 $ 8,002 $ (32,036) $ 37,069
LIABILITIES AND STOCKHOLDERS’
INVESTMENT
CURRENT LIABILITIES Current portion of long-term debt $ — $ 7 $ 12 $ — $ 19 Accrued salaries and employee benefits 34 1,208 194 — 1,436 Accounts payable 5 1,433 758 (130) 2,066 Accrued expenses 604 1,557 275 — 2,436
Total current liabilities 643 4,205 1,239 (130) 5,957
LONG-TERM DEBT, LESS CURRENT PORTION 6,978 248 23 — 7,249 INTERCOMPANY PAYABLE 2,249 — — (2,249) —
OTHER LONG-TERM LIABILITIES Deferred income taxes — 4,206 225 (2,684) 1,747 Other liabilities 3,495 3,367 261 — 7,123
Total other long-term liabilities 3,495 7,573 486 (2,684) 8,870 STOCKHOLDERS’ INVESTMENT 14,993 20,719 6,254 (26,973) 14,993
$ 28,358 $ 32,745 $ 8,002 $ (32,036) $ 37,069
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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended November 30, 2015
Guarantor Non-guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated
REVENUES $ — $ 10,479 $ 2,048 $ (74) $ 12,453
OPERATING EXPENSES: Salaries and employee benefits 26 3,926 618 — 4,570 Purchased transportation — 1,941 622 (25) 2,538 Rentals and landing fees 2 596 86 (2) 682 Depreciation and amortization 1 601 51 — 653 Fuel — 597 18 — 615 Maintenance and repairs — 497 32 — 529 Intercompany charges, net (112) 84 28 — — Other 83 1,293 400 (47) 1,729
— 9,535 1,855 (74) 11,316
OPERATING INCOME — 944 193 — 1,137
OTHER INCOME (EXPENSE): Equity in earnings of subsidiaries 691 73 — (764) — Interest, net (81) 6 1 — (74) Intercompany charges, net 84 (83 ) (1) — — Other, net (3) (6 ) 1 — (8)
INCOME BEFORE INCOME TAXES 691 934 194 (764) 1,055 Provision for income taxes — 309 55 — 364
NET INCOME $ 691 $ 625 $ 139 $ (764) $ 691
COMPREHENSIVE INCOME $ 672 $ 620 $ 112 $ (764) $ 640
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended November 30, 2014 (As Adjusted)
Guarantor Non-guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated
REVENUES $ — $ 9,926 $ 2,108 $ (95) $ 11,939
OPERATING EXPENSES: Salaries and employee benefits 23 3,656 550 — 4,229 Purchased transportation — 1,468 764 (47) 2,185 Rentals and landing fees 2 577 86 (2) 663 Depreciation and amortization 1 595 55 — 651 Fuel — 1,028 24 — 1,052 Maintenance and repairs — 507 36 — 543 Intercompany charges, net (48) (50 ) 98 — — Other 22 1,239 313 (46) 1,528
— 9,020 1,926 (95) 10,851
OPERATING INCOME — 906 182 — 1,088
OTHER INCOME (EXPENSE): Equity in earnings of subsidiaries 663 103 — (766) — Interest, net (53) 5 1 — (47 ) Intercompany charges, net 54 (59 ) 5 — — Other, net (1) 2 4 — 5
INCOME BEFORE INCOME TAXES 663 957 192 (766) 1,046 Provision for income taxes — 346 37 — 383
NET INCOME $ 663 $ 611 $ 155 $ (766) $ 663
COMPREHENSIVE INCOME $ 644 $ 586 $ 59 $ (766) $ 523
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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Six Months Ended November 30, 2015
Guarantor Non-guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated
REVENUES $ — $ 20,352 $ 4,557 $ (177)$ 24,732 OPERATING EXPENSES: Salaries and employee benefits 60 7,739 1,296 — 9,095 Purchased transportation — 3,375 1,587 (80) 4,882 Rentals and landing fees 3 1,183 194 (3) 1,377 Depreciation and amortization 1 1,184 116 — 1,301 Fuel — 1,288 39 — 1,327 Maintenance and repairs — 1,005 72 — 1,077 Intercompany charges, net (181) 44 137 — — Other 117 2,557 812 (94) 3,392
— 18,375 4,253 (177) 22,451
OPERATING INCOME — 1,977 304 — 2,281 OTHER INCOME (EXPENSE): Equity in earnings of subsidiaries 1,383 134 — (1,517) — Interest, net (156) 14 5 — (137 ) Intercompany charges, net 162 (159 ) (3) — — Other, net (6) (9 ) 10 — (5 )
INCOME BEFORE INCOME TAXES 1,383 1,957 316 (1,517) 2,139 Provision for income taxes — 666 90 — 756
NET INCOME $ 1,383 $ 1,291 $ 226 $ (1,517) $ 1,383
COMPREHENSIVE INCOME $ 1,346 $ 1,271 $ 70 $ (1,517) $ 1,170
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Six Months Ended November 30, 2014 (As Adjusted)
Guarantor Non-guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated
REVENUES $ — $ 19,695 $ 4,112 $ (184 )$ 23,623
OPERATING EXPENSES: Salaries and employee benefits 53 7,190 1,100 — 8,343 Purchased transportation — 2,854 1,475 (90 ) 4,239 Rentals and landing fees 3 1,149 174 (3 ) 1,323 Depreciation and amortization 1 1,190 111 — 1,302 Fuel — 2,123 49 — 2,172 Maintenance and repairs — 1,029 70 — 1,099 Intercompany charges, net (143 ) (48) 191 — — Other 86 2,404 596 (91 ) 2,995
— 17,891 3,766 (184 ) 21,473
OPERATING INCOME — 1,804 346 — 2,150
OTHER INCOME (EXPENSE): Equity in earnings of subsidiaries 1,316 201 — (1,517 ) — Interest, net (106 ) 9 2 — (95) Intercompany charges, net 108 (118) 10 — — Other, net (2 ) (1) 6 — 3
INCOME BEFORE INCOME TAXES 1,316 1,895 364 (1,517 ) 2,058 Provision for income taxes — 642 100 — 742
NET INCOME $ 1,316 $ 1,253 $ 264 $ (1,517 ) $ 1,316
COMPREHENSIVE INCOME $ 1,280 $ 1,224 $ 142 $ (1,517 ) $ 1,129
- 23 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended November 30, 2015
Non- Guarantor guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (847) $ 3,054 $ 213 $ 34 $ 2,454
INVESTING ACTIVITIES Capital expenditures — (2,482) (80 ) — (2,562 ) Proceeds from asset dispositions and other (5) 21 (4 ) — 12
CASH USED IN INVESTING ACTIVITIES (5) (2,461) (84 ) — (2,550 )
FINANCING ACTIVITIES Net transfers from (to) Parent 648 (691) 43 — — Payment on loan between subsidiaries — 106 (106 ) — — Intercompany dividends — 20 (20 ) — — Principal payments on debt — (2) (15 ) — (17 ) Proceeds from debt issuance 1,238 — — — 1,238 Proceeds from stock issuances 62 — — — 62 Excess tax benefit on the exercise of stock options 8 — — — 8 Dividends paid (141) — — — (141 ) Purchase of treasury stock (1,101) — — — (1,101 ) Other, net (16) (27) 27 — (16 )
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 698 (594) (71 ) — 33
Effect of exchange rate changes on cash — (12) (41 ) — (53 )
Net (decrease) increase in cash and cash equivalents (154) (13) 17 34 (116 ) Cash and cash equivalents at beginning of period 2,383 487 971 (78) 3,763
Cash and cash equivalents at end of period $ 2,229 $ 474 $ 988 $ (44) $ 3,647
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended November 30, 2014
Non- Guarantor guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (458) $ 2,335 $ 257 $ 17 $ 2,151
INVESTING ACTIVITIES Capital expenditures (1) (1,809) (80) — (1,890 ) Proceeds from asset dispositions and other (1) 17 (9) — 7
CASH USED IN INVESTING ACTIVITIES (2) (1,792) (89) — (1,883 )
FINANCING ACTIVITIES Net transfers from (to) Parent 601 (610) 9 — — Payment on loan between subsidiaries — 143 (143) — — Intercompany dividends — 22 (22) — — Principal payments on debt — (1) — — (1 ) Proceeds from stock issuances 189 — — — 189 Excess tax benefit on the exercise of stock options 23 — — — 23 Dividends paid (114) — — — (114 ) Purchase of treasury stock (947) — — — (947 )
Other, net — (39) 39 —
CASH USED IN FINANCING ACTIVITIES (248) (485) (117) — (850 )
Effect of exchange rate changes on cash — (17) (43) — (60 )
Net (decrease) increase in cash and cash equivalents (708) 41 8 17 (642 ) Cash and cash equivalents at beginning of period 1,756 441 861 (150) 2,908
Cash and cash equivalents at end of period $ 1,048 $ 482 $ 869 $ (133) $ 2,266
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders FedEx Corporation
We have reviewed the condensed consolidated balance sheet of FedEx Corporation as of November 30, 2015, and the related condensed consolidated statements of income and comprehensive income for the three-month and six-month periods ended November 30, 2015 and 2014 and the condensed consolidated statements of cash flows for the six-month periods ended November 30, 2015 and 2014. 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 information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding 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 be in 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 FedEx Corporation as of May 31, 2015, and the related consolidated statements of income, comprehensive income, changes in stockholders’ investment, and cash flows for the year then ended, not presented herein, and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated July 14, 2015. In our opinion, the accompanying condensed consolidated balance sheet of FedEx Corporation as of May 31, 2015, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Ernst & Young LLP Memphis, Tennessee December 17, 2015
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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 of operations, liquidity, capital resources, contractual cash obligations and critical accounting estimates of FedEx Corporation (“FedEx”). This discussion should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended May 31, 2015 (“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial condition and operating results.
We provide a broad portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the respected FedEx brand. Our primary operating companies are Federal Express Corporation (“FedEx Express”), the world’s largest express transportation company; FedEx Ground Package System, Inc. (“FedEx Ground”), a leading North American provider of small-package ground delivery services; and FedEx Freight, Inc. (“FedEx Freight”), a leading U.S. provider of less-than-truckload (“LTL”) freight services. These companies represent our major service lines and, along with FedEx Corporate Services, Inc. (“FedEx Services”), form the core of our reportable segments.
Our FedEx Services segment provides sales, marketing, information technology, communications and certain back-office support to our transportation segments. In addition, the FedEx Services segment provides customers with retail access to FedEx Express and FedEx Ground shipping services through FedEx Office and Print Services, Inc. (“FedEx Office”) and provides customer service, technical support and billing and collection services through FedEx TechConnect, Inc. (“FedEx TechConnect”). See “Reportable Segments” for further discussion. Additional information 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; • 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 hundredweight and shipment for LTL freight shipments); • our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and • the timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges.
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-year basis consistent with the change in revenues and volumes. Therefore, the discussion of operating expense captions focuses on the key drivers and trends impacting expenses other 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, uniforms and advertising.
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Except as otherwise specified, references to years indicate our fiscal year ending May 31, 2016 or ended May 31 of the year referenced and comparisons are to the corresponding period of the prior year. References to our transportation segments include, collectively, our FedEx Express, FedEx Ground and FedEx Freight segments.
RESULTS OF OPERATIONS CONSOLIDATED RESULTS The following table compares summary operating results (dollars in millions, except per share amounts) for the periods ended November 30:
Three Months Ended Six Months Ended Percent Percent 2015 2014 Change 2015 2014 Change
Revenues $ 12,453 $ 11,939 4 $ 24,732 $ 23,623 5 FedEx Express Segment operating income 622 492 26 1,167 869 34 FedEx Ground Segment operating income 526 465 13 1,063 1,010 5 FedEx Freight Segment operating income 101 112 (10) 233 280 (17 ) Eliminations, corporate and other (112 ) 19 NM (182) (9) NM
Consolidated operating income 1,137 1,088 5 2,281 2,150 6
FedEx Express Segment operating margin 9.4% 7.0 % 240 bp 8.9% 6.3% 260 bp FedEx Ground Segment operating margin 13.0% 15.2 % (220)bp 13.5% 16.8% (330)bp FedEx Freight Segment operating margin 6.5% 7.1 % (60)bp 7.4% 8.8% (140)bp Consolidated operating margin 9.1% 9.1 % — bp 9.2% 9.1% 10 bp Consolidated Net income $ 691 $ 663 4 $ 1,383 $ 1,316 5
Diluted earnings per share $ 2.44 $ 2.31 6 $ 4.86 $ 4.57 6
The following table shows changes in revenues and operating income by reportable segment for the periods ended November 30, 2015 compared to November 30, 2014 (dollars in millions):
Change in Revenue Change in Operating Income
Three Months Six Months Three Months Six Months Ended Ended Ended Ended
FedEx Express segment $ (436 ) $ (707 ) $ 130 $ 298 FedEx Ground segment 987 1,857 61 53 FedEx Freight segment (38 ) (46 ) (11 ) (47) FedEx Services segment 9 25 — — Eliminations, corporate and other (8 ) (20 ) (131 ) (173)
$ 514 $ 1,109 $ 49 $ 131
Overview Our results for the second quarter and first half of 2016 improved due to higher operating income at FedEx Express and FedEx Ground and the continued positive impacts from our profit improvement program commenced in 2013. These factors were partially offset in the second quarter by lower than anticipated volume at FedEx Freight and the modest negative net impact of fuel. The first
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We incurred expenses related to our pending acquisition of TNT Express N.V. (“TNT Express”) of $19 million ($12 million, net of tax, or $0.04 per diluted share) in the second quarter and $28 million ($18 million, net of tax, or $0.06 per diluted share) in the first half of 2016.
“Eliminations, corporate and other” included expenses related to the settlement of independent contractor litigation matters involving FedEx Ground for $41 million ($25 million, net of tax, or $0.09 per diluted share) in the second quarter of 2016. In addition, the first half of 2015 included a legal contingency reserve associated with an independent contractor litigation matter involving FedEx Ground.
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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:
(1) International domestic average daily package volume represents our international intra-country express operations.
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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:
Revenue Revenues increased 4% in the second quarter and 5% in the first half of 2016 driven by the FedEx Ground segment due to the inclusion of GENCO Distribution System, Inc. (“GENCO”) revenue, as well as volume growth in our residential services and rate increases. In addition, revenues increased approximately $300 million in the second quarter and $540 million in the first half of 2016 as a result of recording FedEx SmartPost service revenues on a gross basis, versus our previous net treatment, as further discussed in our Annual Report and in Note 1 of our unaudited condensed consolidated financial statements. Lower fuel surcharges had a significant negative impact on revenues at all of our transportation segments and had a modest negative impact on our earnings in the second quarter and first half of 2016. In addition, revenues at FedEx Express were negatively impacted by unfavorable exchange rates in the second quarter and first half of 2016. One additional operating day benefited revenues at all our transportation segments in the first half of 2016.
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Operating Expenses The following tables compare operating expenses expressed as dollar amounts (in millions) and as a percent of revenue for the periods ended November 30:
Three Months Ended Six Months Ended
2015 2014 2015 2014
Operating expenses: Salaries and employee benefits $ 4,570 $ 4,229 $ 9,095 $ 8,343 Purchased transportation 2,538 2,185 4,882 4,239 Rentals and landing fees 682 663 1,377 1,323 Depreciation and amortization 653 651 1,301 1,302 Fuel 615 1,052 1,327 2,172 Maintenance and repairs 529 543 1,077 1,099 Other 1,729 1,528 3,392 2,995
Total operating expenses $ 11,316 $ 10,851 $ 22,451 $ 21,473
Percent of Revenue
Three Months Ended Six Months Ended
2015 2014 2015 2014
Operating expenses: Salaries and employee benefits 36.7% 35.4% 36.8% 35.4% Purchased transportation 20.4 18.3 19.7 17.9 Rentals and landing fees 5.5 5.6 5.6 5.6 Depreciation and amortization 5.2 5.5 5.3 5.5 Fuel 4.9 8.8 5.4 9.2 Maintenance and repairs 4.3 4.5 4.3 4.6 Other 13.9 12.8 13.7 12.7
Total operating expenses 90.9 90.9 90.8 90.9
Operating margin 9.1% 9.1% 9.2% 9.1%
Exceptionally strong performance at FedEx Express benefited our operating margin during the second quarter and first half of 2016. Our operating margin for the second quarter of 2016 was negatively impacted by higher salaries and employee benefits at FedEx Freight, expenses related to the settlement of independent contractor litigation matters involving FedEx Ground for $41 million (described above), the recording of FedEx SmartPost service revenues on a gross basis, the inclusion of GENCO results and the negative net impact of fuel. During the first half of 2016, operating margin was negatively impacted by higher salaries and employee benefits at FedEx Freight, higher incentive compensation accruals, higher self-insurance costs at FedEx Ground, the recording of FedEx SmartPost service revenues on a gross basis and the inclusion of GENCO results. Operating expenses included an increase in salaries and employee benefits expense of 8% in the second quarter and 9% in the first half of 2016 due to the inclusion of GENCO results, pay initiatives coupled with increased staffing at FedEx Freight and higher incentive compensation accruals at all our transportation segments. Purchased transportation costs increased 16% in the second quarter and 15% in the first half of 2016 due to the recording of FedEx SmartPost service revenues on a gross basis. Other expenses were driven 13% higher in the second quarter due to the inclusion of GENCO results and expenses related to the settlement of independent contractor litigation matters involving FedEx Ground further discussed in Note 8 of the accompanying unaudited condensed consolidated financial statements and in the first half of 2016 due to the inclusion of GENCO results, higher self-insurance insurance costs at FedEx Ground and expenses related to the settlement of independent contractor litigation matters involving FedEx Ground.
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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 decreased 42% in the second quarter and 39% in the first half of 2016 due to lower aircraft fuel prices. However, fuel prices represent only one component of the two factors we consider meaningful in understanding the impact of fuel on our business. Consideration must also be given to the fuel surcharge revenue we collect. Accordingly, we believe discussion of the net impact of fuel on our results, which is a comparison of the year-over-year change in these two factors, is important to understand the impact of fuel on our business. In order to provide information about the impact of fuel surcharges on the trend in revenue and yield growth, we have included the comparative weighted-average fuel surcharge percentages in effect for the second quarter and first half of 2016 and 2015 in the accompanying discussions of each of our transportation segments.
The index used to determine the fuel surcharge percentage for our FedEx Freight business adjusts weekly, while our fuel surcharges for the FedEx Express and FedEx Ground businesses incorporate a timing lag of approximately six to eight weeks before they are adjusted for changes in fuel prices. For example, the fuel surcharge index in effect at FedEx Express in November 2015 was set based on September 2015 fuel prices. In addition, the structure of the table that is used to determine our fuel surcharge at FedEx Express and FedEx Ground does not adjust immediately for changes in fuel price, but allows for the fuel surcharge revenue charged to our customers to remain unchanged as long as fuel prices remain within certain ranges.
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 FedEx Express are tied to various indices, including the U.S. Gulf Coast index. While many of these indices are aligned, each index may fluctuate at a different pace, driving variability in the prices paid for jet fuel. Furthermore, under these contractual arrangements, approximately 75% of our jet fuel is purchased based on the index price for the preceding week, with the remainder of our purchases tied to the index price for the preceding month, rather than based on daily spot rates. These contractual provisions mitigate 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 amounts that do not result in an adjustment in our fuel surcharges, which can significantly affect our earnings either positively or negatively in the short-term. We routinely review our fuel surcharges and our fuel surcharge methodology. On November 2, 2015, FedEx Express and FedEx Ground updated certain tables used to determine fuel surcharges.
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The net impact of fuel had a modest negative impact in the second quarter and first half of 2016 to operating income. This was driven by the year-over-year decrease in fuel surcharge revenue during the second quarter and first half of 2016, which was partially offset by decreased fuel prices during these periods.
The net impact of fuel on our operating results does not consider the effects that fuel surcharge levels may have on our business, including changes in demand and shifts in the mix of services purchased by our customers. While fluctuations in fuel surcharge percentages can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price and extra service charges we obtain for these services and the level of pricing discounts offered. Income Taxes Our effective tax rate was 34.5% for the second quarter of 2016 and 35.3% for the first half of 2016, compared with 36.6% in the second quarter and 36.0% in the first half of 2015. The tax rates in 2016 have decreased primarily due to the resolution of a state income tax matter during the second quarter. For 2016, we expect an effective tax rate of approximately 36.0% prior to any year-end mark-to-market accounting adjustment for defined benefit pension and postretirement healthcare plans (“MTM Adjustment”). The actual rate, however, will depend on a number of factors, including the amount and source of operating income, the impact of the MTM Adjustment and when the proposed TNT Express acquisition is completed.
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 for the 2012 and 2013 tax years. It is reasonably possible that certain income tax return proceedings will be completed during the next twelve months and could result in a change in our balance of unrecognized tax benefits. The expected impact of any changes would not be material to our consolidated financial statements. As of November 30, 2015, there were no material changes to our liabilities for unrecognized tax benefits from May 31, 2015. Business Acquisitions As discussed in our Annual Report, on April 6, 2015, we entered into a conditional agreement to acquire TNT Express for €4.4 billion (currently, approximately $4.8 billion). This combination is expected to expand our global portfolio, particularly in Europe, lower our costs to serve our European markets by increasing density in our pickup-and-delivery operations and accelerate our global growth. This acquisition is expected to be completed in the first half of calendar year 2016. The closing of the acquisition is subject to customary conditions, including obtaining all necessary approvals and competition clearances. We expect to secure all relevant competition approvals.
During 2015, we acquired two businesses, expanding our portfolio in e-commerce and supply chain solutions. On January 30, 2015, we acquired GENCO, a leading North American third-party logistics provider, for $1.4 billion, which was funded using a portion of the proceeds from our January 2015 debt issuance. The financial results of this business are included in the FedEx Ground segment from the date of acquisition. In addition, on December 16, 2014, we acquired Bongo International, LLC (“Bongo”), a leader in cross-border enablement technologies and solutions, for $42 million in cash from operations. The financial results of this business are included in the FedEx Express segment from the date of acquisition. These acquisitions will allow us to enter new markets, as well as strengthen our current service offerings to existing customers. See Note 1 of the accompanying unaudited condensed consolidated financial statements for further discussion of these acquisitions.
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Outlook We expect earnings growth in the full year of 2016 prior to any MTM Adjustment driven by ongoing improvements in the results of our FedEx Express and FedEx Ground segments due to volume and base yield growth, despite weaker than anticipated industrial production. Our results in 2016 will continue to benefit from execution of the profit improvement programs announced in 2013, which are further described in our Annual Report. Our expectations for earnings growth in the third quarter and the remainder of 2016 are dependent on key external factors, including fuel prices and moderate growth in the global economy. Our outlook for 2016 does not include any impact from our announced intent to acquire TNT Express, such as integration planning or transaction costs, the operating activities of TNT Express, or the related tax consequences if the transaction is consummated. Other Outlook Matters. For details on key 2016 capital projects, refer to the “Liquidity Outlook” section of this MD&A.
As described in Note 8 of the accompanying unaudited condensed consolidated financial statements and the “Independent Contractor Model” section of our FedEx Ground segment 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. FedEx Ground anticipates continuing changes to its relationships with its owner-operators. The nature, timing and amount of any changes are dependent on the outcome of numerous future events. We cannot reasonably estimate the potential impact of any such changes or a meaningful range of potential outcomes, although they could be material. However, we do not believe that any such changes will impair our ability to operate and profitably grow our FedEx Ground business.
See “Forward-Looking Statements” for a discussion of these and other potential risks and uncertainties that could materially affect our future performance. RECENT ACCOUNTING GUIDANCE New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of our financial statements. These matters are described in our Annual Report.
During the quarter, we chose to early adopt the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) requiring acquirers in a business combination to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period that the adjustment amounts are determined and eliminates the requirement to retrospectively account for these adjustments. It also requires additional disclosure about the effects of the adjustments on prior periods. See the “Business Acquisitions” section above for further discussion regarding our recent business acquisitions.
On November 11, 2015, the FASB voted to proceed with the new lease accounting standard that will require companies to include a right-of-use asset and a liability to make lease payments on the balance sheet for all leases (except short-term leases). This new standard will have a significant impact on our accounting and financial reporting and will be effective for our fiscal year ending May 31, 2020.
On November 20, 2015, the FASB issued an Accounting Standards Update that will require companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This new guidance will have minimal impact on our accounting and financial reporting and will be effective for our fiscal year ending May 31, 2018. We believe that no other new accounting guidance was adopted or issued during the first half of 2016 that is relevant to the readers of our financial statements.
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REPORTABLE SEGMENTS FedEx 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 Segment FedEx Express (express transportation)
FedEx Trade Networks (air and ocean freight forwarding and customs brokerage)
FedEx SupplyChain Systems (logistics services)
Bongo (cross-border enablement technology and solutions)
FedEx Ground Segment FedEx Ground (small-package ground delivery)
GENCO (third-party logistics)
FedEx Freight Segment FedEx Freight (LTL freight transportation)
FedEx Custom Critical (time-critical transportation)
FedEx Services Segment FedEx Services (sales, marketing, information technology, communications and back-office functions)
FedEx TechConnect (customer service, technical support, billings and collections)
FedEx Office (document and business services and package acceptance) FEDEX SERVICES SEGMENT The operating expenses line item “Intercompany charges” on the accompanying unaudited condensed consolidated financial statements of our transportation segments reflects the allocations from the FedEx Services segment to the respective transportation segments. The allocations of net operating costs are based on metrics such as relative revenues or estimated services provided.
The FedEx Services segment provides direct and indirect support to our transportation businesses, and we allocate all of the net operating costs of the FedEx Services segment (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 the FedEx Services segment allocation, the net operating results of FedEx Office, which are an immaterial component of our allocations, are allocated to FedEx Express and FedEx Ground. We review and evaluate the performance of our transportation segments based on operating income (inclusive of FedEx Services segment allocations). For the FedEx Services segment, performance is evaluated based on the impact of its total allocated net operating costs on our transportation segments. We believe these allocations approximate the net cost of providing these functions. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses. ELIMINATIONS, CORPORATE AND OTHER Certain FedEx operating companies provide transportation and related services for other FedEx companies outside their reportable segment. Billings for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results and are not separately identified in the following segment information, because the amounts are not material.
Corporate and other includes corporate headquarters costs for executive officers, certain other legal and financial functions, as well as certain other costs and credits not attributed to our core business. These costs are not allocated to the business segments. The year- over-year increase in these costs was driven by prior year benefits of $66 million in the second quarter and $133 million in the first half as a result of our change in recognizing expected return on plan assets for our defined benefit pension and postretirement healthcare plans at the segment level, which had no impact at the consolidated level.
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FEDEX EXPRESS SEGMENT FedEx Express offers a wide range of U.S. domestic and international shipping services for delivery of packages and freight including priority 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 days worldwide. The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income (dollars in millions) and operating margin for the periods ended November 30:
Three Months Ended Six Months Ended Percent Percent 2015 2014 Change 2015 2014 Change
Revenues:
Package: U.S. overnight box $ 1,682 $ 1,705 (1) $ 3,340 $ 3,387 (1) U.S. overnight envelope 397 400 (1) 819 815 — U.S. deferred 826 834 (1) 1,642 1,629 1
Total U.S. domestic package revenue 2,905 2,939 (1) 5,801 5,831 (1)
International priority 1,433 1,649 (13) 2,897 3,279 (12) International economy 568 598 (5) 1,142 1,169 (2)
Total international export package revenue 2,001 2,247 (11) 4,039 4,448 (9)
International domestic(1) 336 383 (12) 663 754 (12)
Total package revenue 5,242 5,569 (6) 10,503 11,033 (5)
Freight: U.S. 578 586 (1) 1,151 1,165 (1) International priority 354 412 (14) 704 807 (13) International airfreight 32 42 (24) 68 88 (23)
Total freight revenue 964 1,040 (7) 1,923 2,060 (7) Other(2) 382 415 (8) 753 793 (5)
Total revenues 6,588 7,024 (6) 13,179 13,886 (5)
Operating expenses: Salaries and employee benefits 2,513 2,524 — 5,036 5,002 1 Purchased transportation 616 681 (10) 1,217 1,328 (8) Rentals and landing fees 399 422 (5) 809 848 (5) Depreciation and amortization 349 368 (5) 696 742 (6) Fuel 517 906 (43) 1,124 1,876 (40) Maintenance and repairs 330 357 (8) 675 736 (8) Intercompany charges 462 452 2 907 900 1 Other 780 822 (5) 1,548 1,585 (2)
Total operating expenses 5,966 6,532 (9) 12,012 13,017 (8)
Operating income $ 622 $ 492 26 $ 1,167 $ 869 34
Operating margin 9.4% 7.0% 240bp 8.9% 6.3% 260bp (1) International domestic revenues represent our international intra-country express operations. (2) Includes FedEx Trade Networks, FedEx SupplyChain Systems and Bongo.
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Percent of Revenue
Three Months Ended Six Months Ended
2015 2014 2015 2014
Operating expenses: Salaries and employee benefits 38.1% 35.9% 38.2% 36.0% Purchased transportation 9.4 9.7 9.2 9.6 Rentals and landing fees 6.1 6.0 6.1 6.1 Depreciation and amortization 5.3 5.2 5.3 5.4 Fuel 7.9 12.9 8.5 13.5 Maintenance and repairs 5.0 5.1 5.1 5.3 Intercompany charges 7.0 6.5 6.9 6.4 Other 11.8 11.7 11.8 11.4
Total operating expenses 90.6 93.0 91.1 93.7
Operating margin 9.4% 7.0% 8.9% 6.3%
The following table compares selected statistics (in thousands, except yield amounts) for the periods ended November 30:
Three Months Ended Six Months Ended Percent Percent 2015 2014 Change 2015 2014 Change
(1) Package Statistics
Average daily package volume (ADV): U.S. overnight box 1,290 1,259 2 1,250 1,235 1 U.S. overnight envelope 531 521 2 536 524 2 U.S. deferred 900 915 (2 ) 882 880 —
Total U.S. domestic ADV 2,721 2,695 1 2,668 2,639 1
International priority 402 424 (5 ) 396 417 (5 ) International economy 186 180 3 181 175 3
Total international export ADV 588 604 (3 ) 577 592 (3 )
International domestic(2) 954 917 4 903 866 4
Total ADV 4,263 4,216 1 4,148 4,097 1
Revenue per package (yield): U.S. overnight box $ 20.70 $ 21.50 (4 ) $ 20.89 $ 21.59 (3 ) U.S. overnight envelope 11.87 12.15 (2 ) 11.93 12.24 (3 ) U.S. deferred 14.55 14.48 — 14.54 14.58 — U.S. domestic composite 16.94 17.31 (2 ) 16.99 17.40 (2 ) International priority 56.52 61.64 (8 ) 57.19 61.92 (8 ) International economy 48.53 52.88 (8 ) 49.35 52.75 (6 ) International export composite 54.00 59.04 (9 ) 54.73 59.21 (8 ) International domestic(2) 5.59 6.63 (16 ) 5.73 6.85 (16 ) Composite package yield 19.52 20.97 (7 ) 19.78 21.21 (7 ) (1) Freight Statistics
Average daily freight pounds: U.S. 8,213 8,039 2 7,738 7,676 1 International priority 2,605 2,983 (13 ) 2,547 2,887 (12 ) International airfreight 678 630 8 643 650 (1 )
Total average daily freight pounds 11,496 11,652 (1 ) 10,928 11,213 (3 )
Revenue per pound (yield): U.S. $ 1.12 $ 1.16 (3 ) $ 1.16 $ 1.20 (3 ) International priority 2.16 2.19 (1 ) 2.16 2.20 (2 ) International airfreight 0.75 1.07 (30 ) 0.83 1.07 (22 ) Composite freight yield 1.33 1.42 (6 ) 1.37 1.45 (6 ) (1) Package and freight statistics include only the operations of FedEx Express. (2) International domestic statistics represent our international intra-country express operations.
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FedEx Express Segment Revenues FedEx Express segment revenues decreased 6% in the second quarter and 5% in the first half of 2016 primarily due to lower fuel surcharges and unfavorable exchange rates. These factors were partially offset by U.S. domestic and international export base yield growth. Revenues in the first half of 2016 also benefited from one additional operating day.
U.S. domestic yields decreased 2% in the second quarter and first half of 2016 due to the negative impact of lower fuel surcharges and were partially offset by higher base rates. U.S. domestic volumes increased 1% in the second quarter and first half of 2016 driven by our overnight service offerings. International export yields decreased 9% in the second quarter and 8% in the first half of 2016 due to the negative impact of lower fuel surcharges and unfavorable exchange rates, which were partially offset by higher base rates and higher weights. Freight yields decreased 6% in the second quarter and first half of 2016 due to lower fuel surcharges and unfavorable exchange rates, which were partially offset by higher base rates. Average daily freight pounds decreased 1% in the second quarter and 3% in the first half of 2016 primarily due to capacity reductions. International domestic revenues declined 12% in the second quarter and first half of 2016 due to the negative impact of unfavorable exchange rates, which were partially offset by increased volumes.
Our U.S. domestic and outbound fuel surcharge and the international fuel surcharges ranged as follows for the periods ended November 30:
Three Months Ended Six Months Ended
2015 2014 2015 2014
U.S. Domestic and Outbound Fuel Surcharge: Low 1.00% 8.00% 1.00% 8.00% High 2.75 9.00 4.00 9.50 Weighted-average 1.89 8.69 2.61 9.09
International Fuel Surcharges: Low 0.75 12.00 0.75 12.00 High 10.50 17.50 12.00 18.00 Weighted-average 6.58 15.59 7.69 15.92
On September 15, 2015, FedEx Express announced a 4.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services effective January 4, 2016. In addition, effective November 2, 2015, FedEx Express updated certain tables used to determine fuel surcharges. On February 2, 2015, FedEx Express updated the tables used to determine fuel surcharges. On January 5, 2015, FedEx Express implemented a 4.9% average list price increase for FedEx Express U.S. domestic, U.S. export and U.S. import services. FedEx Express Segment Operating Income FedEx Express operating income and operating margin increased in the second quarter and first half of 2016 despite declining revenues. This increase was primarily driven by higher U.S. domestic and international export base yield growth and lower international expenses due to currency exchange rates. Also, operating income and operating margin benefited from one additional operating day in the first half of 2016. Profit improvement program initiatives continued to improve revenue quality and constrain expenses for the second quarter and first half of 2016.
Salaries and employee benefits were flat in the second quarter and increased 1% in the first half of 2016 due to merit increases and higher incentive compensation accruals, which were partially offset by a favorable exchange rate impact. Maintenance and repairs expense decreased 8% in the second quarter and first half of 2016 due to the timing of prior year aircraft maintenance events. Aircraft retirements during 2015 caused depreciation and amortization expense to decrease 5% in the second quarter and 6% in the first half of 2016. Purchased transportation and Other expenses decreased in the second quarter and in the first half of 2016 driven by a favorable exchange rate impact.
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Fuel expense decreased 43% in the second quarter and 40% in the first half of 2016 due to lower aircraft fuel prices. The net impact of fuel had a slightly negative impact in the second quarter and a minimal impact in first half of 2016 to operating income. See the “Fuel” section of this MD&A for a description and additional discussion of the net impact of fuel on our operating results.
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FEDEX GROUND SEGMENT FedEx Ground service offerings include day-certain delivery to businesses in the U.S. and Canada and to nearly 100% of U.S. residences. On August 31, 2015, our FedEx SmartPost business was merged into FedEx Ground. The FedEx SmartPost service remains an important component of our FedEx Ground service offerings; however, for presentation purposes, FedEx SmartPost service revenues and operating statistics have been combined with our FedEx Ground service offerings. Also, on June 1, 2015, we prospectively began recording revenues associated with the FedEx SmartPost service on a gross basis and including postal fees in revenues and expenses, versus our previous net treatment, as discussed in our Annual Report. On January 30, 2015, we acquired GENCO, a leading North American third-party logistics provider. GENCO’s financial results are included in the following table from the date of acquisition, which has impacted the year-over-year comparability of revenue and operating expenses. 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, except yield amounts) for the periods ended November 30:
Three Months Ended Six Months Ended Percent Percent 2015 2014 Change 2015 2014 Change
Revenues: FedEx Ground $ 3,677 $ 3,063 20 $ 7,137 $ 6,023 18 GENCO 373 — NM 743 — NM
Total revenues 4,050 3,063 32 7,880 6,023 31
Operating expenses: Salaries and employee benefits 696 485 44 1,349 933 45 Purchased transportation 1,712 1,263 36 3,239 2,417 34 Rentals 155 115 35 300 223 35 Depreciation and amortization 146 126 16 292 245 19 Fuel 2 3 (33) 5 6 (17) Maintenance and repairs 69 57 21 138 113 22 Intercompany charges 301 278 8 598 553 8 Other 443 271 63 896 523 71
Total operating expenses 3,524 2,598 36 6,817 5,013 36
Operating income $ 526 $ 465 13 $ 1,063 $ 1,010 5
Operating margin 13.0% 15.2% (220)bp 13.5% 16.8% (330)bp
Average daily package volume FedEx Ground 7,623 6,967 9 7,163 6,709 7
Revenue per package (yield) FedEx Ground $ 7.64 $ 6.96 10 $ 7.77 $ 7.05 10
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Percent of Revenue
Three Months Ended Six Months Ended
2015 2014 2015 2014
Operating expenses: Salaries and employee benefits 17.2% 15.8% 17.1% 15.5% Purchased transportation 42.3 41.2 41.1 40.1 Rentals 3.8 3.8 3.8 3.7 Depreciation and amortization 3.6 4.1 3.7 4.0 Fuel 0.1 0.1 0.1 0.1 Maintenance and repairs 1.7 1.9 1.7 1.9 Intercompany charges 7.4 9.1 7.6 9.2 Other 10.9 8.8 11.4 8.7
Total operating expenses 87.0 84.8 86.5 83.2
Operating margin 13.0% 15.2% 13.5% 16.8%
FedEx Ground Segment Revenues FedEx Ground segment revenues increased 32% in the second quarter and 31% in the first half of 2016 due to the inclusion of GENCO revenue, volume and base rate growth at FedEx Ground and the recording of FedEx SmartPost revenues on a gross basis, which were partially offset by lower fuel surcharges. Revenues increased approximately $300 million in the second quarter and $540 million in the first half of 2016 as a result of recording FedEx SmartPost revenues on a gross basis, versus our previous net treatment, as further discussed in our Annual Report. Average daily volume at FedEx Ground increased 9% in the second quarter and 7% in the first half of 2016 primarily due to continued growth in our residential services. FedEx Ground yield increased 10% during the second quarter and first half of 2016 primarily due to the recording of FedEx SmartPost revenues on a gross basis, versus our previous net treatment and increased base rates, which include additional dimensional weight charges. These factors were partially offset by lower fuel surcharges.
The FedEx Ground fuel surcharge is based on a rounded average of the national U.S. on-highway average price for a gallon of diesel fuel, as published by the Department of Energy. Our fuel surcharge ranged as follows for the periods ended November 30:
Three Months Ended Six Months Ended
2015 2014 2015 2014
Low 3.50% 6.50% 3.50% 6.50% High 4.25 6.50 4.50 7.00 Weighted-average 3.92 6.50 4.12 6.66
On September 15, 2015, FedEx Ground announced a 4.9% increase in average list price effective January 4, 2016. In addition, on November 2, 2015, FedEx Ground increased surcharges for shipments that exceed the published maximum weight or dimensional limits and updated certain tables used to determine fuel surcharges. On February 2, 2015, FedEx Ground updated the tables used to determine fuel surcharges. On January 5, 2015, FedEx Ground implemented a 4.9% increase in average list price. In addition, on January 5, 2015, FedEx Ground began applying dimensional weight pricing to all shipments. FedEx Ground Segment Operating Income FedEx Ground segment operating income increased 13% in the second quarter and 5% in the first half of 2016 due to increased base rates and higher volumes. In addition, in the first half of 2016, operating income benefited from one additional operating day, which was partially offset by higher self-insurance costs.
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Operating margin decreased in the second quarter and first half of 2016 due to the recording of FedEx SmartPost revenues on a gross basis, the inclusion of GENCO results and higher self-insurance costs, which were partially offset by increased base rates and higher volumes. The change in SmartPost revenue recognition and the inclusion of GENCO collectively decreased operating margin by 2.1 percentage points in the second quarter and 2.2 percentage points in the first half of 2016. In addition, in the first half of 2016, operating margin benefited from one additional operating day. The inclusion of GENCO in the FedEx Ground segment results has impacted the year-over-year comparability of all operating expenses. Along with incremental costs from GENCO, purchased transportation expense increased 36% in the second quarter and 34% in the first half of 2016 due to the recording of FedEx SmartPost revenues on a gross basis, as further discussed in this MD&A, and higher volumes. Salaries and employee benefits expense increased 44% in the second quarter and 45% in the first half of 2016 due to the inclusion of GENCO results and additional staffing to support volume growth. Other expenses increased 63% in the second quarter and 71% in the first half of 2016 primarily due to the addition of GENCO results and higher self-insurance costs. Rentals expense increased 35% in the second quarter and first half of 2016 due to network expansion and the inclusion of GENCO results. Depreciation and amortization expense increased 16% in the second quarter and 19% in the first half of 2016 due to the inclusion of GENCO results and network expansion. Independent Contractor Model FedEx Ground is involved in numerous lawsuits and other proceedings (such as state tax or other administrative challenges) where the classification of its independent contractors is at issue. We are vigorously defending ourselves in all of these proceedings and continue to believe that FedEx Ground’s owner-operators are properly classified as independent contractors and not employees of FedEx Ground. For a description 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 Contractor Model.”
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FEDEX FREIGHT SEGMENT FedEx Freight service offerings include priority services when speed is critical and economy services when time can be traded for savings. The following tables compare revenues, operating expenses, operating expenses as a percent of revenue, operating income (dollars in millions), operating margin and selected statistics for the periods ended November 30:
Three Months Ended Six Months Ended Percent Percent 2015 2014 Change 2015 2014 Change
Revenues $ 1,547 $ 1,585 (2) $ 3,148 $ 3,194 (1 )
Operating expenses: Salaries and employee benefits 731 686 7 1,452 1,342 8 Purchased transportation 246 273 (10) 497 557 (11 ) Rentals 33 31 6 76 63 21 Depreciation and amortization 61 58 5 120 116 3 Fuel 95 143 (34) 197 290 (32 ) Maintenance and repairs 53 53 — 106 99 7 Intercompany charges 112 111 1 225 221 2 Other 115 118 (3) 242 226 7
Total operating expenses 1,446 1,473 (2) 2,915 2,914 —
Operating income $ 101 $ 112 (10) $ 233 $ 280 (17 )
Operating margin 6.5% 7.1% (60 )bp 7.4% 8.8% (140)bp
Average daily LTL shipments (in thousands) Priority 68.9 70.1 (2) 67.7 69.5 (3) Economy 31.4 29.3 7 31.0 29.3 6
Total average daily LTL shipments 100.3 99.4 1 98.7 98.8 —
Weight per LTL shipment (lbs) Priority 1,179 1,245 (5) 1,189 1,251 (5) Economy 1,141 1,010 13 1,155 1,012 14 Composite weight per LTL shipment 1,167 1,176 (1) 1,178 1,180 —
LTL revenue per shipment Priority $ 218.52 $ 228.62 (4) $220.90 $228.34 (3) Economy 263.47 265.46 (1) 266.43 265.44 — Composite LTL revenue per shipment $ 232.60 $ 239.49 (3) $235.23 $239.32 (2)
LTL yield (revenue per hundredweight) Priority $ 18.53 $ 18.36 1 $ 18.58 $ 18.25 2 Economy 23.09 26.29 (12) 23.07 26.24 (12) Composite LTL yield $ 19.93 $ 20.37 (2) $ 19.97 $ 20.27 (1)
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Percent of Revenue
Three Months Ended Six Months Ended
2015 2014 2015 2014
Operating expenses: Salaries and employee benefits 47.3% 43.3% 46.1% 42.0% Purchased transportation 15.9 17.2 15.8 17.4 Rentals 2.1 2.0 2.4 2.0 Depreciation and amortization 4.0 3.7 3.8 3.6 Fuel 6.1 9.0 6.3 9.1 Maintenance and repairs 3.4 3.3 3.4 3.1 Intercompany charges 7.3 7.0 7.1 6.9 Other 7.4 7.4 7.7 7.1
Total operating expenses 93.5 92.9 92.6 91.2
Operating margin 6.5% 7.1% 7.4% 8.8%
FedEx Freight Segment Revenues FedEx Freight segment revenues decreased 2% in the second quarter and 1% in the first half of 2016 as lower fuel surcharges more than offset base rate increases. In addition, revenues benefited from one additional operating day in the first half of 2016. LTL revenue per shipment decreased 3% in the second quarter and 2% in the first half of 2016 due to lower fuel surcharges which were partially offset by higher base rates. Average daily LTL shipments increased 1% in the second quarter and were flat in the first half of 2016 due to weak demand in the market. The weekly indexed LTL fuel surcharge is based on the average of the 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 November 30:
Three Months Ended Six Months Ended
2015 2014 2015 2014
Low 20.80% 24.70% 20.80% 24.70% High 21.40 25.70 23.10 26.20 Weighted-average 21.14 25.20 21.79 25.60
On December 4, 2015, FedEx Freight announced that it will introduce zone-based pricing on U.S. and other LTL shipping rates effective January 4, 2016. On September 15, 2015, FedEx Freight announced a 4.9% average increase in certain U.S. and other shipping rates effective January 4, 2016. On February 2, 2015, FedEx Freight updated the tables used to determine fuel surcharges. On January 5, 2015, FedEx Freight implemented a 4.9% average increase in certain U.S. and other shipping rates. FedEx Freight Segment Operating Income FedEx Freight segment operating income and operating margin decreased in the second quarter and first half of 2016 due to salaries and employee benefits expense outpacing lower than anticipated volume, as well as a facility closure charge in the first half of 2016. Within operating expenses, salaries and employee benefits increased 7% in the second quarter and 8% in the first half of 2016 driven by pay initiatives and increased staffing levels that anticipated higher shipment volumes. Other expenses increased 7% in the first half of 2016 primarily due to higher insurance claims, a legal reserve, and higher supplies expense. Rentals increased 21% in the first half of 2016 driven primarily by a charge related to a facility closure. Purchased transportation expense decreased 10% in the second quarter and 11% in the first half of 2016 due to lower rates and lower utilization of third-party transportation providers. Fuel expense decreased 34% in the second quarter and 32% in the first half of 2016 due to lower average price per gallon of diesel fuel. See the “Fuel” section of this MD&A for a description and additional discussion of the net impact of fuel on our operating results.
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FINANCIAL CONDITION LIQUIDITY Cash and cash equivalents totaled $3.6 billion at November 30, 2015, compared to $3.8 billion at May 31, 2015. The following table provides a summary of our cash flows for the six-month periods ended November 30 (in millions):
2015 2014
Operating activities: Net income $ 1,383 $ 1,316 Noncash charges and credits 1,396 1,422 Changes in assets and liabilities (325) (587)
Cash provided by operating activities 2,454 2,151
Investing activities: Capital expenditures (2,562) (1,890) Proceeds from asset dispositions and other 12 7
Cash used in investing activities (2,550) (1,883)
Financing activities: Principal payments on debt (17) (1) Proceeds from debt issuances 1,238 — Proceeds from stock issuances 62 189 Dividends paid (141) (114) Purchase of treasury stock (1,101) (947) Other (8) 23
Cash provided by (used in) financing activities 33 (850)
Effect of exchange rate changes on cash (53) (60)
Net decrease in cash and cash equivalents $ (116) $ (642)
Cash and cash equivalents at the end of period $ 3,647 $ 2,266
Cash flows from operating activities increased $303 million in the first half of 2016 primarily due to timing of cash payments and higher net income. Capital expenditures during the first half of 2016 were higher primarily due to increased spending for aircraft at FedEx Express and for sort facility expansion at FedEx Ground. See “Capital Resources” for a discussion of capital expenditures during 2016 and 2015. During the quarter, we issued $1.25 billion of senior unsecured debt under our current shelf registration statement. We utilized the net proceeds for working capital and general corporate purposes, including share repurchases made pursuant to our current share repurchase authorization. See Note 3 of the accompanying unaudited condensed consolidated financial statements for further discussion of this debt.
In September 2014, our Board of Directors authorized the repurchase of up to 15 million shares of common stock. During the second quarter of 2016, we repurchased 6.0 million shares of FedEx common stock at an average price of $151.76 per share for a total of $911 million. As of November 30, 2015, 5.1 million shares remained under the share repurchase authorization. The timing and volume of repurchases are at the discretion of management, based on market conditions and other factors. We expect to repurchase all the remaining authorized shares by the end of 2016.
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CAPITAL RESOURCES Our operations are capital intensive, characterized by significant investments in aircraft, vehicles, technology, facilities, and package- handling and sort equipment. The amount and timing of capital additions depend on various factors, including pre-existing contractual commitments, anticipated volume growth, domestic and international economic conditions, new or enhanced services, geographical expansion of services, availability of satisfactory financing and actions of regulatory authorities. The following table compares capital expenditures by asset category and reportable segment for the periods ended November 30 (in millions):
Percent Change 2015/2014
Three Months Ended Six Months Ended Three Months Six Months 2015 2014 2015 2014 Ended Ended
Aircraft and related equipment $ 535 $ 499 $ 1,158 $ 798 7 45 Facilities and sort equipment 410 305 659 452 34 46 Vehicles 257 211 477 339 22 41 Information and technology investments 90 76 160 150 18 7 Other equipment 61 79 108 151 (23 ) (28)
Total capital expenditures $ 1,353 $ 1,170 $ 2,562 $ 1,890 16 36
FedEx Express segment $ 686 $ 614 $ 1,520 $ 1,081 12 41 FedEx Ground segment 425 364 646 503 17 28 FedEx Freight segment 144 102 207 138 41 50 FedEx Services segment 98 90 189 167 9 13 Other — — — 1 — NM
Total capital expenditures $ 1,353 $ 1,170 $ 2,562 $ 1,890 16 36
Capital expenditures during the first half of 2016 were higher than the prior-year period primarily due to increased spending for aircraft at FedEx Express and for sort facility expansion at FedEx Ground. Aircraft and related equipment purchases at FedEx Express during the first half of 2016 included the delivery of nine Boeing 767-300 Freighter aircraft and two Boeing 777 Freighter aircraft, as well as the modification of certain aircraft before being placed into service. LIQUIDITY OUTLOOK We believe that our existing cash and cash equivalents, cash flow from operations and available financing sources are adequate to meet our liquidity needs, including working capital, capital expenditure and business acquisition requirements and debt payment obligations. Our cash and cash equivalents balance at November 30, 2015 includes $520 million of cash in offshore jurisdictions associated with our permanent reinvestment strategy. We do not believe that the indefinite reinvestment of these funds offshore impairs our ability to meet our domestic debt or working capital obligations. Although we expect higher capital expenditures in 2016, we anticipate that our cash flow from operations will be sufficient to fund these expenditures. Historically, we have been successful in obtaining unsecured financing, from both domestic and international sources, although the marketplace for such investment capital can become restricted depending on a variety of economic factors.
Our capital expenditures are expected to be approximately $4.6 billion in 2016 and include spending for aircraft and aircraft-related equipment at FedEx Express, sort facility expansion, primarily at FedEx Ground, and vehicle replacement at all our transportation segments. We invested $1.2 billion in aircraft and aircraft-related equipment in the first half of 2016 and expect to invest an additional $400 million for aircraft and aircraft-related equipment during the remainder of 2016. In December 2015, we made $165 million in voluntary contributions to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”). Our U.S. Pension Plans have ample funds to meet expected benefit payments. See Note 5 of the accompanying unaudited condensed consolidated financial statements for expected future benefit payments for the remainder of 2016.
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We have a shelf registration statement filed with the Securities and Exchange Commission (“SEC”) that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock. On November 13, 2015, we replaced our existing revolving and letter of credit facilities with a new, single five-year $1.75 billion revolving credit facility that expires in November 2020. See Note 3 of the accompanying unaudited condensed consolidated financial statements for a description of the term and significant covenants of our revolving credit facility. 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 Investors Service has assigned us a senior unsecured debt credit rating of Baa1 and commercial paper rating of P-2 and a ratings outlook of “negative.” If our credit ratings drop, our interest expense may increase. If our commercial paper ratings drop below current levels, we may have difficulty utilizing the commercial paper market. If our senior unsecured debt credit ratings drop below investment grade, our access to financing may become limited. CONTRACTUAL CASH OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS The following table sets forth a summary of our contractual cash obligations as of November 30, 2015. Certain of these contractual obligations are reflected in our balance sheet, 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 November 30, 2015. We have certain contingent liabilities that are not accrued in our balance sheet in accordance with accounting principles generally accepted in the United States. These contingent liabilities are not included in the table below. We have other long-term liabilities reflected in our balance sheet, including deferred income taxes, qualified and nonqualified pension and postretirement healthcare plan 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 scheduled maturities. 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)
2016 (1) 2017 2018 2019 2020 Thereafter Total
Operating activities: Operating leases $ 1,261 $ 2,357 $ 1,876 $ 1,630 $ 1,382 $ 8,028 $ 16,534 Non-capital purchase obligations and other 240 265 155 71 23 90 844 Interest on long-term debt 193 379 379 379 319 6,847 8,496
Investing activities: Aircraft and aircraft-related capital commitments 228 1,286 1,755 1,575 1,646 5,867 12,357 Other capital purchase obligations 19 6 2 1 1 8 37
Financing activities: Debt — — — 750 400 7,340 8,490
Total $ 1,941 $ 4,293 $ 4,167 $ 4,406 $ 3,771 $ 28,180 $ 46,758
(1) Cash obligations for the remainder of 2016.
Open purchase orders that are cancelable are not considered unconditional purchase obligations for financial reporting purposes and are not included in the table above. Such purchase orders often represent authorizations to purchase rather than binding agreements. See Note 7 of the accompanying unaudited condensed consolidated financial statements for more information.
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Operating Activities
The amounts reflected in the table above for operating leases represent future minimum lease payments under noncancelable operating leases (principally aircraft and facilities) with an initial or remaining term in excess of one year at November 30, 2015.
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 ($1 million) for uncertain tax positions and amounts for purchase obligations that represent noncancelable agreements to purchase goods or services that are not capital related. Such contracts include 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 liability for uncertain tax positions will increase or decrease over time; therefore, the long-term portion of the liability for uncertain tax positions ($25 million) is excluded from the table.
The amounts reflected in the table above for interest on long-term debt represent future interest payments due on our long-term debt, all of which are fixed rate. We had $326 million in deposits and progress payments as of November 30, 2015 on aircraft purchases and other planned aircraft- related transactions. Investing Activities The amounts reflected in the table above for capital purchase obligations represent noncancelable agreements to purchase capital- related equipment. Such contracts include those 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 payments on our long-term debt. For the remainder of 2016, we have no scheduled principal debt payments. 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 judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a complex, global corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and new or better information.
GOODWILL. Goodwill is tested for impairment between annual tests whenever events or circumstances make it more likely than not that the fair value of a reporting unit has fallen below its carrying value. We do not believe there has been any change of events or circumstances that would indicate that a reevaluation of the goodwill of our reporting units is required as of November 30, 2015, nor do we believe the goodwill of our reporting units is at risk of failing impairment testing. For additional details on goodwill impairment testing, refer to Note 1 of our Annual Report.
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Information regarding our critical accounting estimates can be found in our Annual Report, including Note 1 to the financial statements therein. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm.
FORWARD-LOOKING STATEMENTS Certain statements in this report, including (but not limited to) those contained in “Outlook,” “Liquidity,” “Capital Resources,” “Liquidity Outlook,” “Contractual Cash Obligations” and “Critical Accounting Estimates,” and the “General,” “Retirement Plans,” 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,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, potential risks and uncertainties, such as: • economic conditions in the global markets in which we operate; • significant changes in the volumes of shipments transported through our networks, customer demand for our various services or the prices we obtain for our services; • damage to our reputation or loss of brand equity; • cybersecurity incidents or disruptions to the Internet or our technology infrastructure, including those impacting our computer systems and website, which can adversely affect our operations and reputation among customers; • the price and availability of jet and vehicle fuel; • our ability to manage our cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels; • the impact of intense competition on our ability to maintain or increase our prices (including our fuel surcharges in response to fluctuating fuel prices) or to maintain or grow our market share; • our ability to successfully execute the TNT Express acquisition on favorable terms, a timely basis or at all; • 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 could significantly 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, rather than employees, and (ii) any related changes to our relationship with these owner-operators; • our ability to execute on our profit improvement programs;
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• the impact of any international conflicts or terrorist activities on the United States and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our services; • any impacts on our businesses resulting from new domestic or international government laws and regulation, including regulatory actions affecting global aviation or other transportation rights, increased air cargo and other security or safety requirements, and tax, accounting, trade (such as protectionist measures enacted in response to weak economic conditions), labor (such as card-check legislation or changes to the Railway Labor Act of 1926, as amended, affecting FedEx Express employees), environmental (such as global climate change legislation) or postal rules;
• adverse weather conditions or localized natural disasters in key geographic areas, such as earthquakes, volcanoes, and hurricanes, which can disrupt our electrical service, damage our property, disrupt our operations, increase our fuel costs and adversely affect our shipment levels;
• any impact on our business from disruptions or modifications in service by the USPS, which is a significant customer and vendor of FedEx;
• 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. Bribery Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies; • changes in foreign currency exchange rates, especially in the Chinese yuan, euro, British pound, Brazilian real, Mexican peso and the Canadian dollar, which can affect our sales levels and foreign currency sales prices; • market acceptance of our new service and growth initiatives; • any liability resulting from and the costs of defending against class-action litigation, such as wage-and-hour and discrimination and retaliation claims, and any other legal or governmental proceedings; • the outcome of future negotiations to reach new collective bargaining agreements — including with the union that represents the pilots of FedEx Express;
• the impact of technology developments on our operations and on demand for our services, and our ability to continue to identify and eliminate unnecessary information technology redundancy and complexity throughout the organization;
• 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.
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As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward- looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of November 30, 2015, 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 Chinese yuan, euro, British pound, Brazilian real, Mexican peso and the Canadian dollar. 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 are denominated in U.S. dollars, such as aircraft and fuel expenses. During the first half of 2016, the U.S. dollar strengthened relative to the currencies of the foreign countries in which we operate, as compared to May 31, 2015, and this strengthening had a slightly positive 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 our indexed 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 in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to FedEx management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of November 30, 2015 (the end of the period covered by this Quarterly Report on Form 10-Q).
During our fiscal quarter ended November 30, 2015, 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 financial reporting.
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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 of Results 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 second quarter of 2016: ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of Maximum Shares Purchased Number of as Part of Shares That May Publicly Yet Be Purchased Total Number of Average Price Announced Under the Period Shares Purchased Paid per Share Program Program
Sep. 1-30, 2015 1,400,000 $ 145.30 1,400,000 9,700,000 Oct. 1-31, 2015 2,955,000 150.45 2,955,000 6,745,000 Nov. 1-30, 2015 1,650,000 159.57 1,650,000 5,095,000
Total 6,005,000 $ 151.76 6,005,000
The repurchases were made under the stock repurchase program approved by our Board of Directors and announced on September 29, 2014 and through which we were authorized to purchase, in the open market or in privately negotiated transactions, up to an aggregate of 15 million shares of our common stock. As of December 16, 2015, 4.0 million shares remained authorized for purchase under the September 2014 stock repurchase program, which is the only such program that currently exists. The program does not have an expiration date. Item 6. Exhibits
Exhibit Number Description of Exhibit
10.1 Amendment dated September 15, 2015 (but effective as of June 29, 2015), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.2 Amendment dated September 1, 2015, amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation.
10.3 Amendment dated October 15, 2015 (but effective as of March 30, 2015), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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10.4 Amendment dated November 9, 2015 (but effective as of January 4, 2015), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.5 Amendment dated November 9, 2015 (but effective as of January 4, 2016), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.6 Class Action Settlement Agreement between Dean Alexander, Peter Allen, Albert Anaya, Suzanne Andrade, Jerrett Henderson, Ely Ines, Paul Infantino, Jorge Isla, Eric Jeppson, Gupertino Magana, Bernard Mendoza, Jesse Padilla, Marjorie Pontarolo, Joey Rodriguez, Dale Rose, Allan Ross, Agostino Scalercio, and Anthony Ybarra, on behalf of themselves, the Certified Class, the Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class, and Defendant FedEx Ground Package System, Inc. (This agreement amends and restates in its entirety the Class Action Settlement Agreement filed as Exhibit 10.6 to FedEx’s FY16 First Quarter Report on Form 10-Q).
10.7 Compensation Arrangements with Outside Directors (Filed as Exhibit 99.1 to FedEx’s Current Report on Form 8-K dated and filed September 28, 2015, and incorporated herein by reference).
10.8 Five-Year Credit Agreement dated as of November 13, 2015, among FedEx Corporation, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders. (Filed as Exhibit 99.1 to FedEx’s Current Report on Form 8-K dated November 13, 2015 and filed November 18, 2015, and incorporated herein by reference.)
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 to Section 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 to Section 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.
- 55 - WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 SIGNATURE 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 undersigned thereunto duly authorized.
FEDEX CORPORATION
Date: December 17, 2015 /s/ JOHN L. MERINO
JOHN L. MERINO
CORPORATE VICE PRESIDENT AND
PRINCIPAL ACCOUNTING OFFICER
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
10.1 Amendment dated September 15, 2015 (but effective as of June 29, 2015), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.2 Amendment dated September 1, 2015, amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation.
10.3 Amendment dated October 15, 2015 (but effective as of March 30, 2015), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.4 Amendment dated November 9, 2015 (but effective as of January 4, 2015), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.5 Amendment dated November 9, 2015 (but effective as of January 4, 2016), amending the Transportation Agreement dated April 23, 2013 between the United States Postal Service and Federal Express Corporation. Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
10.6 Class Action Settlement Agreement between Dean Alexander, Peter Allen, Albert Anaya, Suzanne Andrade, Jerrett Henderson, Ely Ines, Paul Infantino, Jorge Isla, Eric Jeppson, Gupertino Magana, Bernard Mendoza, Jesse Padilla, Marjorie Pontarolo, Joey Rodriguez, Dale Rose, Allan Ross, Agostino Scalercio, and Anthony Ybarra, on behalf of themselves, the Certified Class, the Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class, and Defendant FedEx Ground Package System, Inc. (This agreement amends and restates in its entirety the Class Action Settlement Agreement filed as Exhibit 10.6 to FedEx’s FY16 First Quarter Report on Form 10-Q).
10.7 Compensation Arrangements with Outside Directors (Filed as Exhibit 99.1 to FedEx’s Current Report on Form 8-K dated and filed September 28, 2015, and incorporated herein by reference).
10.8 Five-Year Credit Agreement dated as of November 13, 2015, among FedEx Corporation, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders. (Filed as Exhibit 99.1 to FedEx’s Current Report on Form 8-K dated November 13, 2015 and filed November 18, 2015, and incorporated herein by reference.)
12.1 Computation of Ratio of Earnings to Fixed Charges.
15.1 Letter re: Unaudited Interim Financial Statements.
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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 to Section 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 to Section 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.
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Exhibit 10.1
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF 1 | 1 2. AMENDMENT/MODIFICATION 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. NO.035 06/29/2015 (If applicable)
6. ISSUED BY CODE 5ASNET 7. ADMINISTERED BY (IF CODE 5ASNET OTHER THAN ITEM 6)
ALAINA EARL Air Transportation CMC Air Transportation CMC Air Transportation CMC United States Postal Service United States Postal Service 475 L’Enfant Plaza SW 475 L’Enfant Plaza SW, Room 1P650 Room 1P 650 Washington DC 20260-0650 Washington DC 20260-0650 (202) 268-6580
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, (x) 9A. AMENDMENT OF SOLICITATION NO. State, and Zip Code) FEDERAL EXPRESS CORPORATION 9B. DATED (SEE ITEM 11) 3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800 10A. MODIFICATION OF CONTRACT/ORDER x NO. ACN-13-FX
10B. DATED (SEE ITEM 13)
04/23/2013 SUPPLIER 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 solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED 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, provided each 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) $0.00 See Schedule
WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
13. 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 FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER 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 THE CONTRACT 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.) Effective June 29, 2015, the following will be incorporated into the ACN-13-FX contract: a) Attachment 10 has been updated [*] b) Attachment 17 has been updated to include new Handling Type F – Ad Hoc Truck Pieces and X – Unknown Handling Unit / Container Type
The updated versions of each are attached to this modification. Sub Rept Req’d; Y Carrier Code; FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Period of Performance: 12/01/2014 to 09/30/2020
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 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) (Type or print)
Brian Mckain
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. CONTRACT AUTHORITY 16C. DATE SIGNED
/s/ PAUL J. HERRON /s/ BRIAN MCKAIN 9-14-2015 9/15/15 (Signature of person authorized to (Signature of Contracting Officer) sign) *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.
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Attachment 10 - Pricing 6/29/2015
[*] * 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.
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Air Cargo Network Contract ACN-13-FX Attachment 17: Handling Unit Types June 29, 2015 Attachment 17 Handling Types June 29, 2015 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 F Ad Hoc Truck Handling Unit
G Bypass Handling Unit H Partial Container I Night Handling Unit J Night Mixed Container K Night Lives Handling Unit
LIV parent tag associated with loose tendered live handling units and Truck Parent tag from L one of the planned USPS trucking markets
M HUP Handling Unit X Unknown
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Exhibit 10.2
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF 1 | 1 2. AMENDMENT/MODIFICATION 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. NO. 037 (If applicable)
6. ISSUED BY CODE 5ASNET 7. ADMINISTERED BY (IF OTHER CODE 5ASNET THAN ITEM 6)
ALAINA EARL Air Transportation CMC Air Transportation CMC Air Transportation CMC United States Postal Service United States Postal Service 475 L’Enfant Plaza SW 475 L’Enfant Plaza SW, Room 1P650 Room 1P 650 Washington DC 20260-0650 Washington DC 20260-0650 (202) 268-6580
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, (x) 9A. AMENDMENT OF SOLICITATION NO. County, State, and Zip Code) FEDERAL EXPRESS CORPORATION 9B. DATED (SEE ITEM 11) 3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800 10A. MODIFICATION OF CONTRACT/ORDER NO. x ACN-13-FX
10B. DATED (SEE ITEM 13)
04/23/2013 SUPPLIER 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 solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED 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, provided each 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) $0.00 See Schedule
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13. 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 FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER 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 THE CONTRACT ORDER NO. IN ITEM 10A.
E. IMPORTANT: Contractor is not, is required to sign this document and return 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 into the ACN-13-FX contract:
Change of the Contracting Officer’s Representative from John Darden to Nancy Paradice
All other terms and conditions remain the same. Sub Rept Req’d; Y Carrier Code; FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Period of Performance: 12/01/2014 to 09/30/2020
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 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) (Type or print)
Brian Mckain
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. CONTRACT AUTHORITY 16C. DATE SIGNED
/s/ BRIAN MCKAIN 9/1/15 (Signature of person authorized to sign) (Signature of Contracting Officer)
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Exhibit 10.3
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF 1 | 3 2. AMENDMENT/MODIFICATION 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. 5. PROJECT NO. NO. 038 03/30/2015 NO. (If applicable)
6. ISSUED BY CODE 5ASNET 7. ADMINISTERED BY (IF CODE 5ASNET OTHER THAN ITEM 6)
ALAINA EARL Air Transportation CMC Air Transportation CMC Air Transportation CMC United States Postal Service United States Postal Service 475 L’Enfant Plaza SW 475 L’Enfant Plaza SW, Room 1P650 Room 1P 650 Washington DC 20260-0650 Washington DC 20260-0650 (202) 268-6580
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, (x) 9A. AMENDMENT OF SOLICITATION NO. County, State, and Zip Code) FEDERAL EXPRESS CORPORATION 9B. DATED (SEE ITEM 11) 3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800 10A. MODIFICATION OF CONTRACT/ORDER NO. x ACN-13-FX
10B. DATED (SEE ITEM 13)
04/23/2013 SUPPLIER 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 solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED 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, provided each 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 Schedule
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13. 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. Monthly Fuel Adjustment 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 AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER 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 THE CONTRACT ORDER 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 the period of March 30, 2015 to April 26, 2015 (Operating Period 19) as follows:
From: [*] 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.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) (Type or print)
Paul J. Herron, Vice President Brian Mckain
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. CONTRACT AUTHORITY 16C. DATE SIGNED
/s/ PAUL J. HERRON /s/ BRIAN MCKAIN 10-13-15 10/15/15 (Signature of person authorized to (Signature of Contracting Officer) sign) *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.
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REQUISITION NO. Page Of CONTINUATION SHEET 2 3 CONTRACT/ORDER AWARD/ MASTER/AGENCY CONTRACT NO. SOLICITATION NO. SOLICITATION NO. EFFECTIVE DATE ISSUE DATE ACN-13-FX/038 03/30/2015 ITEM NO SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT This is an increase of [*].
[*] This modification also incorporates Operating Period 22 (July) Scheduled 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 22 in which these “Scheduled Charters” will operate.
C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate tier pricing and will be processed normally.
FedEx will notify the Postal Service if the Tender requirement is different than what is currently 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 Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Discount Terms: See Schedule Accounting Info: BFN: 670167 FOB: Destination Period of Performance: 12/01/2014 to 09/30/2020
Change Item 1 to read as follows:
1 Day Network Account Number: 53503 [*]
Delivery: 12/01/2014 Delivery Location Code: 18310M WASHINGTON D DC NOM WASHINGTON DC NOM USPS 475 LENFANT PLZ SW RM 6631
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, as amended.
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REQUISITION NO. PAGE OF CONTINUATION SHEET 3 3 CONTRACT/ORDER AWARD/ MASTER/AGENCY CONTRACT NO.SOLICITATION NO. SOLICITATION NO. EFFECTIVE DATE ISSUE DATE ACN-13-FX/038 03/30/2015 ITEM NO SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT WASHINGTON DC 202606631 Amount: [*]
This is for estimation purposes only and is not a Guarantee of contract value.
Change Item 7 to read as follows:
[*] 7 Scheduled Charter Option Account Number: 53703
Delivery: 03/30/2015 Delivery Location Code: 18310M USPS SHARED NETWORKS 475 LENFANT PLZ SW RM 7900 WASHINGTON DC 20260-6631 Amount: [*]
*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.
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FedEx Scheduled Charters-USPS JULY Operating Period Week 1 (June 29 - July 05)
Requested Tuesday Wednesday Thursday Friday Saturday Sunday Weekly Total A/C Type Rate Weekly Rate MTD rate
Location Days operated Cubic Feet available EWR TUES, SUN [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*] FLL TUES [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] LAX TUE, THUR, SUN [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] SLC TUES, SUN [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] OAK SUN [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*] PHL TUES [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] PHX TUES, SUN [*] [*] [*] [*] [*] [*] [*] [*] A-310 [*] [*] [*]
Day and Weekly Total Week [*] [*] [*] [*] [*] [*] [*] [*] [*]
FedEx Scheduled Charters-USPS JULY Operating Period Week 2-5 (July 7- Aug 02)
Tuesday Wednesday Thursday Friday Saturday Sunday Weekly Total
Location Days operated Cubic Feet available EWR TUES, SAT [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*] EWR Thurs 7-30 only [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*] FLL TUES [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] LAS TUES [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] LAX TUES, SAT, SUN [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] LAX THUR 7-16-15 only [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*] LAX Sat July 18 only Upgrade to MD-10 from 757 [*] [*] [*] [*] [*] [*] [*] [*] MD-10 [*] [*] [*] SLC TUES [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] PHL TUE, SAT [*] [*] [*] [*] [*] [*] [*] [*] 757 [*] [*] [*] PHX TUES, SUN [*] [*] [*] [*] [*] [*] [*] [*] A-310 [*] [*] [*] OAK SAT-July 11 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] OAK SUN-JULY 12 [*] [*] [*] [*] [*] [*] [*] [*] A-300 [*] [*] [*]
Day and Weekly Total Week [*] [*] [*] [*] [*] [*] [*] [*]
[*]
Monthly Total [*] We cannot support the LAX OR OAK request during the week. * 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.
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Exhibit 10.4
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF
1 2 2. AMENDMENT/MODIFICATION 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. NO. 039 01/04/2015 (If applicable)
6. ISSUED BY CODE 5ASNET 7. ADMINISTERED BY CODE 5ASNET (IF OTHER THAN ITEM 6)
ALAINA EARL Air Transportation CMC Air Transportation CMC Air Transportation CMC United States Postal Service United States Postal Service 475 L’Enfant Plaza SW 475 L’Enfant Plaza SW, Room 1P650 Room 1P 650 Washington DC 20260-0650 Washington DC 20260-0650 (202) 268-6580
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, (x) 9A. AMENDMENT OF SOLICITATION NO. County, State, and Zip Code) FEDERAL EXPRESS CORPORATION 9B. DATED (SEE ITEM 11) 3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800 10A. MODIFICATION OF CONTRACT/ORDER NO. x ACN-13-FX
10B. DATED (SEE ITEM 13)
04/23/2013 SUPPLIER CODE: 000389122FACILITY 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 solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED 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, provided each 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) $0.00 See Schedule
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13. 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 FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER 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 THE CONTRACT 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 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 administrative modification is to incorporate the following:
The Parties agree that this adjustment is a complete accord and satisfaction of any and all claims or demands relating to billing, rating or pricing for services provided by the Aviation Supplier during the December 2014 Operating Period, whether asserted or not. The Parties mutually release and discharge each other from any and all claims, lawsuits, causes of action, damages, or liability whatsoever arising from or relating in any way to billing, rating or pricing errors for services provided during the December 2014 Operating Period. Neither the Postal Service’s agreement to pay the Aviation Supplier nor the Aviation Supplier’s agreement to accept the amount of [*] herein will be construed as a waiver or modification of any right or obligation of the Parties under the contract, or as
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 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) (Type or print)
Paul J. Herron, Vice President Brian Mckain
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. CONTRACT AUTHORITY 16C. DATE SIGNED
/s/ PAUL J. HERRON /s/ BRIAN MCKAIN 11/1/15 11/9/15 (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.
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REQUISITION NO. PAGE OF CONTINUATION SHEET 2 2 CONTRACT/ORDER AWARD/ MASTER/AGENCY CONTRACT NO. SOLICITATION NO. SOLICITATION NO. EFFECTIVE DATE ISSUE DATE ACN-13-FX/039 01/04/2015 ITEM NO SCHEDULE OF SUPPLIES / SERVICES QUANTITY UNIT UNIT PRICE AMOUNT consent to any subsequent waiver or modification.
All other terms and conditions remain the same. Sub Rept Req’d: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms:
SEE CONTRACT Period of Performance: 12/01/2014 to 09/30/2020
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Exhibit 10.5
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF 1 2 2. AMENDMENT/MODIFICATION 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. NO. 040 01/04/2016 (If applicable)
6. ISSUED BY CODE 5ASNET 7. ADMINISTERED BY CODE 5ASNET (IF OTHER THAN ITEM 6)
ALAINA EARL Air Transportation CMC Air Transportation CMC Air Transportation CMC United States Postal Service United States Postal Service 475 L’Enfant Plaza SW 475 L’Enfant Plaza SW, Room 1P650 Room 1P 650 Washington DC 20260-0650 Washington DC 20260-0650 (202) 268-6580
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, (x) 9A. AMENDMENT OF SOLICITATION NO. State, and Zip Code) FEDERAL EXPRESS CORPORATION 9B. DATED (SEE ITEM 11) 3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800
10A. MODIFICATION OF CONTRACT/ORDER NO. x ACN-13-FX
10B. DATED (SEE ITEM 13)
04/23/2013 SUPPLIER 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 solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED 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, provided each 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) $0.00 See Schedule
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13. 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 FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER 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 THE CONTRACT 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 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 effective with the January Operating Period (Operating Period 28):
The aviation supplier will provide capacity above the level required in the contract ([*] per week or [*] average daily volume), beginning Operating Period 28. For any month thereafter when the weekly volume accepted by the aviation supplier is greater than [*] cubic feet on an Origin and Destination basis the following conditions will apply:
A) All Service and Scan penalties (reductions in payment) will be eliminated
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 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) (Type or print)
Paul J. Herron, Vice President Brian Mckain
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. CONTRACT AUTHORITY 16C. DATE SIGNED
/s/ PAUL J. HERRON /s/ BRIAN MCKAIN 11/9/2015 11/9/15 (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.
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REQUISITION NO. PAGE OF CONTINUATION SHEET 2 2 CONTRACT/ORDER AWARD/ MASTER/AGENCY CONTRACT NO. SOLICITATION NO SOLICITATION NO. EFFECTIVE DATE . ISSUE DATE ACN-13-FX/040 01/04/2016 ITEM NO SCHEDULE OF SUPPLIES / SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
B) Shipments that fall between 0 and 60 months late [*]
C) The aviation supplier will guarantee space to accommodate up to 105% of the Planned Capacity from each origin daily. The aviation supplier will accept mail, where possible, in excess of 105% of the Planned Capacity.
D) The aviation supplier will provide [*] cubic feet of capacity out of Oakland, CA (OAK) carrying Sacramento, CA (SMF) volume for Operating Period 28. The SMF volumes will be tendered at the OAK ramp and move from OAK. The Postal Service is responsible for the drayage.
E) For Operating Period 28 volume originally planned to Manchester (MHT), the aviation supplier will accept the following for Boston, MA (BOS): - Additional [*] cubic feet on Tuesday, Wednesday, Thursday, Friday, and Saturdays. - [*] cubic feet on Sunday as a Destination. - The Postal Service is responsible for accepting the volume at BOS.
F) For the Seattle, WA (SEA) destination market, [*] of the volume may be planned through Indianapolis Hub and will have an adjusted tender time of [*].
G) The volume percent used each month will be at distribution by day of week, origin and destination as set out in Attachment 18, Volume Acceptance Worksheet.
All other terms and conditions remain the same. Sub Rept Req’d: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Period of Performance: 12/01/2014 to 09/30/2020 *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.
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Exhibit 10.6
UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION
Dean Alexander, et al., Case No. 3:05-CV-38-EMC
Plaintiffs,
v.
FedEx Ground Package System, Inc.,
Defendant.
CLASS ACTION SETTLEMENT AGREEMENT
This Class Action Settlement Agreement (with the exhibits attached hereto, the “Agreement” or the “Settlement Agreement”) is made and entered into between Dean Alexander, Peter Allen, Albert Anaya, Suzanne Andrade, Jerrett Henderson, Ely Ines, Paul Infantino, Jorge Isla, Eric Jeppson, Gupertino Magana, Bernard Mendoza, Jesse Padilla, Marjorie Pontarolo, Joey Rodriguez, Dale Rose, Allan Ross, Agostino Scalercio, and Anthony Ybarra (collectively, the “Plaintiffs”), on behalf of themselves, the Certified Class, the Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class, as defined below, and Defendant FedEx Ground Package System, Inc. (“FXG”), collectively, the “Parties,” to settle, fully and finally, all of the Released Claims (as defined below). This Agreement is made in consideration of the following facts:
A. Certain disputes and differences have arisen between the Parties concerning FXG’s classification of package delivery drivers as independent contractors instead of employees. Plaintiffs allege that based upon this employment classification, they and the members of the Certified Class, the Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class were, among other things, unlawfully deprived of the benefits of the California labor laws, were not paid all wages due, and bore expenses that should have been borne by FXG.
B. Dean Alexander, et al. v. FedEx Ground Package System, Inc., Case No. 3:05-CV-38-EMC, is currently pending in the United States District Court for the Northern District of California (the “Lawsuit”). The Lawsuit had previously been part of multi- district litigation proceedings in the United States District Court for the Northern District of Indiana (the “MDL”). In the Fourth Amended Complaint, Plaintiffs bring thirteen claims for relief against FXG. They reiterate the claims for relief asserted in the Third Amended Complaint which remain in the case: (1) Failure to Reimburse in Violation of Labor Code § 2802; (2) Failure to Pay Overtime Compensation in Violation of California Labor Code §§ 510 and 1194 et seq. and For Late
1 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
Payment of Wages in Violation of California Labor Code § 201 et seq.; (4) Illegal Deductions From Wages in Violation Of California Labor Code § 221 and 223; (5) For Unlawful Coercion in Violation of California Labor Code § 450 et seq.; (6) Fraud; (7) Unfair Business Practices in Violation of California Business and Professions Code §§ 17200 et seq.; (8) Injunctive Relief under Cal. Bus. & Prof. Code § 17203; (9) Declaratory Relief under the Declaratory Judgment Act, 28 U.S.C. § 2201; California Code of Civil Procedure § 1060; (10) For an Accounting; (11) Civil Penalties under Labor Code § 269((12) Wrongful Termination in Violation of Public Policy; and (13) Injunctive and Declaratory Relief for Waiver of Claims in Violation of California Civil Code § 1668. In addition, in the Third Cause of Action, the 17 original Plaintiffs reassert their individual claims for failure to provide meal and rest periods in violation of Labor Code Sections 226.7, 510 and IWC Wage Order 9, and Plaintiff Marjorie Pontarolo asserts a new class claim for violation of these statutes on behalf of a sub-class of Alexander class members who have continued to personally drive a vehicle on a full-time basis after August 1, 2011. FXG denies all of the allegations asserted in the Lawsuit and denies that it has committed any violation of law, misconduct, wrongdoing, or any other actionable conduct, and also denies that it has misclassified the Plaintiffs or the members of the Certified Class or Overtime Sub-Class, or the Meal and Rest Period Settlement Sub-Class.
C. The MDL Court certified certain of Plaintiffs’ state-law claims (i.e., claims 1, 2, 4, 5, 7–9) and later ruled on the Parties’ motions for summary adjudication that the class members and overtime sub-class members were independent contractors under California law. On or around May 27, 2011, the Judicial Panel on Multidistrict Litigation ordered that this case be remanded back to the Northern District of California for all future proceedings.
D. After further discovery on remand, the parties settled Family Medical Leave Act-related claims that had been included in Plaintiffs’ Third Amended Complaint.
E. Plaintiffs appealed the MDL Court’s ruling on independent contractor/employee status to the United States Court of Appeals for the Ninth Circuit and FXG conditionally cross-appealed (the “Appeal”). FXG’s cross-appeal argued that if the Ninth Circuit reversed the MDL Court’s grant of summary judgment to FXG, it should also reverse the MDL Court’s decision to certify the proposed classes.
F. On August 27, 2014, the Ninth Circuit issued an opinion in the Alexander action in which it reversed the MDL Court’s grant of partial summary judgment in favor of FXG and its denial of the Plaintiffs’ motion for partial summary judgment. The Ninth Circuit held instead that the Plaintiff drivers for FXG were employees under California law and remanded to the Northern District of California with instructions to enter summary judgment for Plaintiffs on their employment status.
G. The Parties, through counsel, have engaged in arm’s-length settlement negotiations. All Parties in the Lawsuit have agreed to settle the Lawsuit on behalf of the Certified Class, the Overtime Sub-Class, the Meal and Rest Period Settlement Sub-Class, and the individual Plaintiffs.
H. The Parties understand, acknowledge, and agree that this Agreement, together with the separate Settlement Agreement and General Release executed by Plaintiffs and FXG
2 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 regarding Plaintiffs’ individual claims, constitutes the compromise of all the disputed claims at issue in the Lawsuit and that it is the desire and intention of each of the Parties to effect a final and complete resolution of the Lawsuit and of the Released Claims of the Plaintiffs, the Certified Class, the Certified Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class, including all costs and attorneys’ fees incurred.
Plaintiffs and Class Counsel: (1) have examined and considered the benefits to be provided to Class Members, Overtime Sub- Class Members, and the Meal and Rest Period Settlement Sub-Class Members under the settlement provided for in this Agreement (the “Settlement”); (2) have considered the laws of California and the claims that have been and could be asserted relating to the classification of the members of the Certified Class, the Certified Sub-Class, and the Meal and Rest Period Settlement Sub-Class as independent contractors; and (3) believe the Settlement to be fair, reasonable, and adequate, and in the best interest of the Certified Class, the Certified Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class, taking into account the benefits provided to the members of the Certified Class, the Certified Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class through the terms of the Settlement, the decisions rendered in the Lawsuit, the risks of litigation, and the length of time that would be required to complete the litigation and any appeals.
I. The Parties further acknowledge that this Settlement is a compromise of disputed claims and that FXG is not in any way admitting liability by entering into this Settlement. FXG has at all times disputed, and continues to dispute, the allegations in the Lawsuit and denies any liability for any of the claims that have or could have been raised in the Lawsuit regarding the classification of the Plaintiffs and the members of the Certified Class, the Certified Overtime Sub-Class, and the Meal and Rest Period Settlement Sub- Class as independent contractors, but believes that the Settlement as provided in this Agreement will avoid the substantial expense and disruption of continued litigation.
J. The Parties believe that the Settlement is fair, reasonable and adequate. The Settlement was arrived at through arm’s-length negotiations, taking into account all relevant factors, and will materially benefit the members of the Certified Class, the Certified Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class. The Parties recognize the uncertainty, risk, expense, and delay attendant to continuing the Lawsuit through trial and any appeal. Accordingly, the Parties desire to fully, finally, and forever settle, compromise, and discharge all disputes and claims arising from or relating to the Lawsuit.
Therefore, in consideration of the promises and agreements contained herein, the Parties agree and covenant as follows:
I. DEFINITIONS As used in this Agreement, the following definitions (in addition to those set forth elsewhere herein) shall apply:
A. “Administration Expenses” means reasonable fees and expenses incurred by the Settlement Administrator for: (1) preparation and mailing of the Settlement Notice, Class and Settlement Notice, and Forms; (2) preparation and mailing of the Summary Notice; (3)
3 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 preparation and mailing of the notice required by the Class Action Fairness Act, 28 U.S.C. § 1715; (4) receipt and evaluation of Exclusion Requests from Unnotified General Class Members, and Meal and Rest Period Settlement Sub-Class Members; (5) receipt and adjudication of Forms submitted by General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members for payment under this Settlement; (6) processing objections to this Settlement; (7) establishment and maintenance of the Class Settlement Fund, which is intended to be a “qualified settlement fund” under Internal Revenue Code § 468B and Treasury Regulation § 1.468B-1, as described in Section III.A below; (8) preparing and filing federal income tax returns for the Class Settlement Fund, as well as any other tax filings the Class Settlement Fund must make under federal, state, or local law; (9) paying and depositing the federal taxes owed by the Class Settlement Fund under Treasury Regulation § 1.468B-2, as well as any state or local taxes owed by the Class Settlement Fund; (10) preparing, filing, and issuing all necessary tax reporting forms for the Class Settlement Fund, including IRS Forms 1099 and/or W-2 regarding the distribution of payments to Class Members, Class Counsel, and Plaintiffs; (11) providing FXG with copies of all tax reporting and filings made for the Class Settlement Fund, including copies of the checks and IRS Forms 1099 and W-2 issued to Class Members, Class Counsel, and Plaintiffs, and any other documentation to show that the tax reporting and filings were timely transmitted to the claimants and the applicable taxing authorities; (12) mailing of settlement payments to Eligible Class Members and Eligible Sub-Class Members who timely submit Valid Claims; (13) mailing of payment(s) for attorneys’ fees and costs to Class Counsel; (14) mailing of incentive awards to Plaintiffs; and (15) performance of any other actions specified in this Agreement or mutually requested by the Parties in writing.
B. “Certified Class,” or “General Class,” means: “All persons who: 1) entered into an [sic] FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES); 2) drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) from November 17, 2000 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; and 3) were dispatched out of a terminal in the state of California.”
For the purposes of this definition, and with regard to the terms of this Settlement Agreement, “persons” shall be defined to include both individuals and other business entities (whether partnerships, limited liability companies, sole proprietorships, corporations, or other business structures) who were signatories to operating agreements with FXG during the specified time period. It shall also include business entities (of whatever type) which entered into, or assumed an assignment of, an FXG Operating Agreement on or after October 15, 2007 where the authorized officer or owner of the business entity is or was a Class Member.
C. “Overtime Sub-Class” means: All persons who: 1) entered into an [sic] FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES); 2) drove a vehicle on a full-time basis (meaning exclusive of time off for commonly
4 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
excused employment absences) from November 17, 2000 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; 3) were dispatched out of a terminal in the state of California; and 4) at any time during the class period operated a vehicle with gross vehicle weight rating of less than 10,001 pounds.
For the purposes of this definition, and with regard to the terms of this Settlement Agreement, “persons” shall be defined to include both individuals and other business entities (whether partnerships, limited liability companies, sole proprietorships, corporations, or other business structures) who were signatories to operating agreements with FXG during the specified time period. It shall also include business entities (of whatever type) which entered into, or assumed an assignment of, an FXG Operating Agreement on or after October 15, 2007 where the authorized officer or owner of the business entity is or was a Sub-Class Member.
D. “Meal and Rest Period Settlement Sub-Class” means: All persons who: 1) entered into a FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES) between November 17, 2000 and October 15, 2007; 2) drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) from August 1, 2011 through August 31, 2015, to provide package pick-up and delivery services pursuant to the Operating Agreement; and 3) were dispatched out of a terminal in the state of California.
For the purposes of this definition, and with regard to the terms of this Settlement Agreement, “persons” shall be defined to include both individuals and other business entities (whether partnerships, limited liability companies, sole proprietorships, corporations, or other business structures) who were signatories to operating agreements with FXG during the specified time period. It shall also include business entities (of whatever type) which entered into, or assumed an assignment of, an FXG Operating Agreement (“OA”) on or after October 15, 2007 where the authorized officer or owner of the business entity is or was a Sub-Class Member and who continued personally to perform services under OA on or after August 1, 2011 through August 31, 2015.
E. “General Class Member” means any individual or business entity meeting the qualifications set forth in Section I.B. above, and/or any individual or business entity who was a signatory to an FXG Operating Agreement during the specified time period who the Parties otherwise agree to shall be considered a member of the Class. A preliminary list of General Class Members is attached hereto as Exhibit A1. Notwithstanding the attached list, nothing shall prevent the Parties, through their counsel, from mutually agreeing to subsequently modify the list of General Class Members to correct errors or omissions therein.
F. “Overtime Sub-Class Member” means any individual or business entity meeting the qualifications set forth in Section I.C. above, and/or any individual or business entity who was a signatory to an FXG Operating Agreement during the specified time period who the Parties otherwise agree to shall be considered a member of the Class. A preliminary list of Class and Overtime Subclass Members is attached hereto as Exhibit A2. Notwithstanding the attached
5 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 list, nothing shall prevent the Parties, through their counsel, from mutually agreeing to subsequently modify the list of Class Members and Overtime Sub-Class Members to correct errors or omissions therein.
G. “Settlement Sub-Class Member” or “Meal and Rest Period Settlement Sub-Class Member” means any individual or business entity meeting the qualifications set forth in Section I.D. above, and/or any individual or business entity who was a signatory to an FXG Operating Agreement during the specified time period who the Parties otherwise agree to shall be considered a member of the Class. A preliminary list of Meal and Rest Period Settlement Subclass Members is attached hereto as Exhibit A3. Notwithstanding the attached list, nothing shall prevent the Parties, through their counsel, from mutually agreeing to subsequently modify the list of the Meal and Rest Period Settlement Sub-Class Members to correct errors or omissions therein.
H. “Class Counsel” means Beth Ross, Esq., Aaron Kaufmann, Esq., David Pogrel, Esq., and Elizabeth Gropman, Esq. of Leonard Carder LLP.
I. “Court” means the judge presiding over the Lawsuit, currently United States District Judge Edward M. Chen.
J. “Effective Date” means the first business day after the following has occurred: (i) 45 days have lapsed from the entry by the Court of the Final Approval Order and the judgment thereon, and no notice of appeal of the judgment or any Order in the Lawsuit has been filed, the time provided for in Rule 4 of the Federal Rules of Appellate Procedure to take any such appeal has expired, and any right to take any such appeal from the judgment or from any such Order has been waived or otherwise lost; or (ii) if an appeal has been taken, each such appeal has been finally adjudicated and the Final Approval Order and judgment have been upheld in all respects by each such final adjudication, and either the time for initiation of the next step in the appellate process (e.g., a petition for writ of certiorari) has expired without any action by appellant(s) or the next step in the appellate process was invoked and has been concluded without any impact on the Final Approval Order or judgment.
K. “Eligible Class Member” means each General Class Member, Overtime Sub-Class Member, and Meal and Rest Period Settlement Sub-Class member who timely and properly completes in full, signs under penalty of perjury, and submits the Forms, in accordance with the requirements of the Preliminary Approval Order.
L. “Fairness Hearing” means the final hearing, to be held after notice has been provided to the General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members in accordance with Section IV of this Agreement, to determine whether to grant final approval to the Settlement and enter the Final Approval Order.
M. “Final Approval Order” means the proposed Order Granting Final Approval to the Class Action Settlement Agreement and Entry of Final Judgment, to be entered by the Court with the terms and in the form of Exhibit B to this Agreement.
N. “Final Claims Date” means the date that the Preliminary Approval Order establishes as the date on or before which, to meet the timing requirement for a claim to qualify
6 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 as a Valid Claim, all Forms must be submitted to the Settlement Administrator through the web—portal established and maintained by the Settlement Administrator or, in the alternative, placed in the United States Mail with first-class postage, addressed to the Settlement Administrator, and postmarked by the United States Postal Service.
O. “Forms” means, collectively, Form W-9 and the Claim Form to be included with the Settlement Notice.
P. “Form W-9” means the Internal Revenue Service’s Form W-9 (Request for Taxpayer Identification Number and Certification), which will be included with the Settlement Notice.
Q. “Claim Form” means the proposed form attached hereto as Exhibit C, to be approved by the Court and submitted, in accordance with Section III of this Agreement, to the Settlement Administrator by General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members who wish to receive a payment pursuant to the Settlement.
R. “Settlement Notice” means, individually or collectively as the context may indicate, the proposed written notice attached hereto as Exhibit D, to be approved by the Court and mailed to Notified General Class Members, Overtime Sub-Class Members and Meal and Rest Period Settlement Sub-Class Members in accordance with Section IV of this Agreement.
S. “Preliminary Approval Order” means the proposed Order Granting Preliminary Approval to Class Action Settlement Agreement, to be entered by the Court with the terms and in the form of Exhibit F to this Agreement.
T. “Released Claims,” as to Plaintiffs and all Class Members and Sub-Class Members, means all claims, actions, causes of action, administrative claims, demands, debts, damages, penalties, costs, interest, attorneys’ fees, obligations, judgments, expenses, or liabilities, in law or in equity, whether now known or unknown, contingent or absolute, except as specifically provided below, which: (i) are owned or held by Plaintiffs, General Class Members, and Overtime Sub-Class Members and/or by their affiliated business entities (if any), or any of them, as against Releasees, or any of them; and (ii) arise under any statutory or common law claim which was asserted Plaintiffs’ operative complaint or, whether or not asserted, which could have been asserted in this action arising out of the factual allegations set forth in the operative complaint and that are related to, or arise from, the employment classification of the Class or Subclass such as claims under California Labor Code §§ 201 et seq., 221, 223, 224, 450 et seq., 510, 1194 et seq., 2699, 2802, 3200 et seq., IWC 9, California Business and Professions Code §§ 17200 et seq. and 17203; the Declaratory Judgment Act, 28 U.S.C. § 2201; California Code of Civil Procedure § 1060 and (iii) pertain to any time up to and including August 31, 2015.
Members of the Meal and Rest Period Settlement Sub-class and or their affiliated business entities (if any), as against Releasees, or any of them, release any claims, causes of action, administrative claims, demands, debts, damages, penalties, costs, interest, attorneys’ fees, obligations, judgments, expenses, or liabilities, in law or in equity, whether now known or unknown, contingent or absolute, premised on the factual allegations in Plaintiffs’ operative
7 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 complaint for failure to provide them with meal and rest periods as required by California Labor Code Sections 226.7, 510 and IWC Wage Order 9 between August 1, 2011 and August 31, 2015 as alleged in the Third Cause of Action. It is expressly understood between the parties that this release of claims does not extend to and does not release claims that are owned or held by General Class Members, Sub-Class Members, or Meal and Rest Period Settlement Sub-Class Members and/or by their affiliated business entities (if any), as against Releasees, or any of them, for claims premised on alleged violations of California Labor Code Sections 226.7, 510 and IWC Wage Order 9 (if any) that accrued at any time prior to August 1, 2011, which claims were not certified as class claims in this action and are not covered by this Settlement Agreement.
U. This release includes any known or unknown claims for damages or injunctive relief relating to claims described in paragraph I.T. above. Specifically, the General Class, the Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class in exchange for the valuable consideration offered herein, on their own behalf, and on behalf of any corporation, limited liability company, sole proprietorship, and any other business entity with which they have an ownership interest hereby expressly waives any and all rights and benefits conferred upon them by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Agreement (including, without limitation, the Release set forth above) shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, if any, as well as those relating to any other claims hereinabove specified. SECTION 1542 provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
V. “Releasees” means: (a) FXG, its consolidated subsidiaries, successors, predecessors, assigns, affiliates, parent companies, shareholders, officers, directors, agents, insurers, attorneys, and employees; and (b) FXG’s past, present, and future shareholders, officers, directors, agents, employees, attorneys, and insurers.
W. “Settlement Administrator” means the qualified firm approved by the Court to administer the Settlement and the Class Settlement Fund as described in Section III.A of this Agreement.
X. “Valid Claim” refers to Forms that: (i) are timely submitted by a General Class Member, Overtime Sub-Class Member, or Meal and Rest Period Settlement Sub-Class Member in accordance with the requirements of the Preliminary Approval Order, (ii) are signed under penalty of perjury by that General Class Member, Overtime Sub-Class Member, or Meal and Period Settlement Sub- Class Member and (iii) contain all of the information required for that General Class Member, Overtime Sub-Class Member, or Meal and Rest Period Settlement Sub-Class Member to be an Eligible Class Member or Eligible Sub-Class Member. General Class Members, Overtime Sub-Class Members and Meal and Rest Period Settlement Sub-Class Members who timely submit Forms that are deficient in one or more respects (e.g. failure to submit a Form W-9) will receive a deficiency notice from the Settlement Administrator and will
8 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 have 30 days after the mailing of the deficiency notice in which to cure the deficiency. If a Class Member or Sub-Class Member fails to cure the deficiency within that time, the Settlement Administrator shall deem the deficient claim to be an invalid claim.
Y. “Class Settlement Fund” means the fund that will be established and maintained to resolve the claims at issue, as described in Section III.A. below, and which is intended to be a qualified settlement fund within the meaning of Internal Revenue Code § 468B and Treasury Regulation § 1.468B-1.
Z. “Notified General Class Member” means a Class Member who, prior to execution of this Settlement Agreement, received notice of his/her/its membership in the Certified Class and did not opt out in the manner and time prescribed by the MDL Court.
AA. “Unnotified General Class Member” means a Class Member who is not a Notified General Class Member.
BB. “Class and Settlement Notices” means, individually or collectively as the context may indicate, the proposed written notices attached hereto as Exhibit E, to be approved by the Court and mailed to Unnotified General Class Members and Sub-Class Members and Meal and Rest Period Settlement Sub-Class Members in accordance with Section IV of this Agreement.
CC. “Exclusion Request” means a request to opt out of the Certified Class by any Unnotified General Class Member or a request to opt-out of the portion of the settlement allocated to Meal and Rest Period Claims by any Member of the Meal and Rest Period Settlement Sub-Class.
II. REQUIRED EVENTS The events set forth in this Section II, in addition to the occurrence of the “Effective Date” as described in Section I., are conditions precedent to this Agreement becoming effective.
As soon as practicable after the execution of this Agreement by all Plaintiffs and FXG, the Plaintiffs shall file this Agreement with the Court and move for entry of the Preliminary Approval Order, substantially in the form of Exhibit F hereto, which by its terms shall accomplish all of the following: 1. Preliminarily approve this Settlement as fair, reasonable, and adequate to the General Class Members, Overtime Sub- Class Members, and Meal and Rest Period Settlement Sub-Class Members; 2. Preliminarily certify – for the purposes of settlement only – the Meal and Rest Period Settlement Sub-Class, defined as individual or business entities meeting the qualifications set forth in Section I.D. above; and certify Plaintiff Marjorie Pontarolo as the representative of the Meal and Rest Period Settlement Sub-Class; 3. Designate Rust Consulting as the Settlement Administrator, and approve it to perform the following functions in accordance with the terms of this Agreement, the Preliminary Approval Order, and the Final Approval Order: a. Provide for the Settlement Notice (with the Fairness Hearing date) and the Forms, in a form substantially the same as the documents attached hereto as Exhibit C and Exhibit D, to be sent by mail to all Notified General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members that can be identified through a reasonable effort;
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b. Provide for the Class and Settlement Notice (with the Fairness Hearing date) and the Forms, in a form substantially the same as the document attached hereto as Exhibit C and Exhibit E, to be sent by mail to all Unnotified General Class Members and Sub-Class Members that can be identified through a reasonable effort; c. Receive and evaluate any Exclusion Requests from Unnotified General Class Members and Meal and Rest Period Settlement Sub-Class Members; d. Provide for the notice required by the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, substantially in the form attached hereto as Exhibit G, to be mailed in accordance with the provisions of CAFA to the appropriate federal and state officials; e. Receive, evaluate, and either approve as meeting the requirements of Section III.B of this Agreement or disapprove as failing to meet those requirements, the Forms submitted by Class Members and Sub-Class Members seeking to receive a payment under this Settlement, all in accordance with Sections I and III of this Agreement; f. Provide to FXG and Class Counsel, 14 days after the first mailing of the Settlement Notice and Forms and then updated every 14 days thereafter, (i) a list of the names and addresses of all Class Members and Sub-Class Members who have submitted Forms and whose Forms the Settlement Administrator has determined constitute Valid Claims; (ii) a separate list of the names and addresses of all Class Members and Sub-Class Members who have submitted Forms and whose Forms the Settlement Administrator has determined do not constitute Valid Claims; (iii) a separate list of the names and addresses of all Class Members and Sub-Class Members who have submitted documents indicating that they wish to object to the Settlement; and (iv) a list of the names and addresses of all Unnotified General Class Members and Meal and Rest Period Settlement Sub-Class Members who have submitted Exclusion Requests along with copies of the Exclusion Requests. g. Send, by first-class United States Mail, to each Class Member and Sub-Class Member who has timely submitted Forms that the Settlement Administrator has determined to be deficient in some respect, a notice of deficiency;
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h. Process objections to the Settlement in accordance with Section VI of this Agreement; i. Mail settlement payments to General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members with Valid Claims, as ordered by the Court in the Final Approval Order, in accordance with Section III of this Agreement; j. Mail payment(s) for attorneys’ fees and costs to Class Counsel, as ordered by the Court in the Final Approval Order, in accordance with Section VII of this Agreement; k. Mail incentive awards to Plaintiffs as ordered by the Court in the Final Approval Order, in accordance with Section VII of this Agreement; l. Establish, designate and maintain the Class Settlement Fund as a “qualified settlement fund” under Internal Revenue Code § 468B and Treasury Regulation § 1.468B-1 for the purpose of resolving the contested claims of Eligible Class Members and Eligible Sub-Class Members; m. Maintain the assets of the Class Settlement Fund in a non-interest bearing escrow account segregated from the assets of FXG and any person related to FXG; n. Obtain an employer identification number (EIN) for the Class Settlement Fund pursuant to Treasury Regulation § 1.468B-2(k)(4); o. Prepare and file federal income tax returns for the Class Settlement Fund, as well as any other tax filings the Class Settlement Fund must make under federal, state, or local law; p. Cooperate with FXG to jointly file a relation-back election under Treasury Regulation § 1.468B-1(j)(2), if necessary, to treat the Class Settlement Fund as coming into existence as of the earliest possible date; q. Pay and deposit the federal taxes owed by the Class Settlement Fund under Treasury Regulation § 1.468B-2, as well as any state or local taxes owed by the Class Settlement Fund; r. Prepare, file, and issue all necessary tax reporting forms for the Class Settlement Fund, including IRS Forms 1099 regarding the distribution of payments to Class Members, Class Counsel, and Plaintiffs; s. Provide FXG with copies of all tax reporting and filings made for the Class Settlement Fund, including copies of the checks and IRS Forms 1099 issued to Class Members, Class Counsel, and Plaintiffs, and any other documentation to show that the tax reporting and filings were timely transmitted to the claimants and the applicable taxing authorities;
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t. Pay any additional tax liabilities (including penalties and interest) that arise from the establishment and administration of the Class Settlement Fund solely from the assets of the Class Settlement Fund without any recourse against FXG for additional monies; u. Within 30 days after the payment of all Valid Claims, provide to FXG and Class Counsel a statement of the total number of claims submitted, the total number of claims adjudicated to be Valid Claims, and the total dollar amount paid to each Class Member and Sub-Class Member (the “Final Accounting”); v. Liquidate any remaining assets of the Class Settlement Fund after all payments to Class Members, Class Counsel, and Plaintiffs have been made and all tax obligations have been satisfied, and distribute such assets as directed by the Court; and w. Petition the Court for termination of the Class Settlement Fund once all of the duties listed above in subsections (a) to (u) have been completed. 4. Approve reasonable compensation and costs to the Settlement Administrator in accordance with the terms of Exhibit H hereto. 5. Approve the “§1.468B-3 Statement” that FXG will provide to the Settlement Administrator by February 15 of the year following the calendar year in which FXG transfers the Settlement Payment to the Class Settlement Fund. 6. Approve the form, contents, and methods of notice to be given to the General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members as set forth in Section IV of this Agreement, and direct the Settlement Administrator to provide such notices. 7. Establish procedures and deadlines for General Class Members, Overtime Sub-Class Members and Meal and Rest Period Settlement Sub-Class Members to object to the Settlement and to submit Forms to the Settlement Administrator, all consistent with Sections III and VI of this Agreement. 8. Schedule deadlines for the filing of (a) objections to the Settlement, and (b) papers in support of final approval of the Settlement; and 9. Schedule the Fairness Hearing for a date which is no sooner than 100 days after the Court enters an order preliminary approving the proposed class settlement described in this Settlement Agreement.
At the Fairness Hearing, the Plaintiffs will request the Court to enter the Final Approval Order, substantially in the form of Exhibit B hereto, which: (1) grants final approval of the Settlement and this Agreement as fair, reasonable, and adequate to the General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members; (2) certifies the Meal and Rest Period Settlement Sub-Class; (3) provides for the release of all
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Released Claims and enjoins any and all General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members from asserting, filing, maintaining, or prosecuting any of the Released Claims in the future; (4) orders the dismissal with prejudice of all Released Claims, and incorporates the releases and covenant not to sue stated in this Agreement, with each of the Parties to bear its, his, or her own costs and attorneys’ fees (except as provided in Section VII below; (5) authorizes the payment the Settlement Administrator to pay Valid Claims, in accordance with the terms of this Agreement; (6) authorizes the payment of incentive awards to each of the Plaintiffs as detailed in Section VII below; and (7) retains the Court’s jurisdiction over the administration of the Settlement and enforcement of this Agreement.
Plaintiffs, Class Counsel, and FXG will cooperate and take all reasonable actions to accomplish the above. If the Court fails to enter the Preliminary Approval Order or the Final Approval Order substantially in the form submitted by the Parties, Plaintiffs, Class Counsel, and FXG will use all reasonable efforts that are consistent with this Agreement to cure any defect identified by the Court. If, despite such efforts, the Court does not enter the Preliminary Approval Order and Final Approval Order, the Parties will return to their prior positions in the Lawsuit in accordance with Section XI.A of this Agreement.
The Settlement Administrator will sign a written acknowledgment and acceptance of its duties in the form of Exhibit I hereto. FXG shall have a right to petition the Court for a remedy if FXG reasonably believes that the Settlement Administrator is failing to perform its duties.
III. PAYMENT TO CLASS SETTLEMENT FUND, AND PROCEDURES FOR PROVIDING PAYMENTS TO GENERAL CLASS MEMBERS, OVERTIME SUB-CLASS MEMBERS, AND MEAL AND REST PERIOD SETTLEMENT SUB-CLASS MEMBERS WITH VALID CLAIMS A. Payment to Class Settlement Fund No later than five business days after the Effective Date, and in accordance with the other terms of this Agreement and its exhibits, FXG shall transfer the “Settlement Payment,” defined as the amount of two hundred and twenty-six million five hundred thousand dollars ($226,500,000) (inclusive of $1,600,000.00 in PAGA penalties, seventy-five percent (75%) of which the Settlement Administrator shall cause to be paid to the State of California ($1,200,000.00); inclusive of a maximum of sixteen million dollars ($16,000,000.00) in payments for unpaid wages to be paid to the Certified Overtime Subclass, fifty percent (50%) of which is allocated to non-taxable prejudgment interest; and inclusive of a maximum of five million six hundred thousand dollars ($5,600,000.00) in unpaid wages to be paid to members of the Meal and Rest Period Settlement Subclass, twenty percent (20%) of which is allocated to non-taxable prejudgment interest plus an additional amount sufficient to pay the employer’s share of employment and payroll taxes due, if any, on any wage amounts paid, to the Class Settlement Fund to resolve the contested claims of Eligible General Class Members, Eligible Overtime Sub-Class Members, and Meal and Rest Period Settlement Subclass members). The Settlement Payment shall not include One million dollars ($1,000,000.00) to be paid to plaintiffs in satisfaction of their individual damage claims, including claims arising under California Labor Code Section 226.7, 510 and IWC Order 9 for missed meal and rest periods, which shall be
13 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 governed by the terms of the individual settlement agreement entered into between plaintiffs and Defendant. The Parties intend the Class Settlement Fund to be a “qualified settlement fund” under Internal Revenue Code § 468B and Treasury Regulation § 1.468B-1. Accordingly, FXG shall retain no rights or reversionary interests in the Settlement Payment once transferred to the Class Settlement Fund. Furthermore, FXG’s obligation to make the Settlement Payment is contingent on (1) the Court’s entry of the Preliminary Approval Order appointing the Settlement Administrator and approving the Settlement Administrator to establish and maintain the Class Settlement Fund; and (2) the Court’s entry of the Final Approval Order releasing and dismissing with prejudice all of the Released Claims. Under no circumstances shall FXG be required to pay more under this Settlement than the amount of the Settlement Payment. The Class Settlement Fund is a common fund that includes Class Counsel’s fees and costs as described more fully in Section VII.A of this Agreement, the incentive award payments to Plaintiffs as described more fully in Section VII.B of this Agreement, and the Administrative Expenses, Costs of Notice, and Costs of Claims Administration described in Section V of this Agreement.
B. Payment Calculation for General Class Members, Overtime Sub-Class Members and Meal and Rest Period Settlement Sub-Class Members If an Eligible Class Member, Overtime Sub-Class Member or Meal and Rest Period Settlement Subclass Member timely submits a Valid Claim (“the Claimant,” for purposes of this Section III), the Claimant shall receive a payment based on a calculation made by Class Counsel (the “Payment Calculation(s)”). Class Counsel shall make and submit to the Settlement Administrator and FXG their Payment Calculation(s) for each Claimant no later than fifteen (15) business days after entry by the Court of the Final Approval Order. The Payment Calculation(s) shall take into account the dates and duration of contracting, the hours and days of work, and vehicles used and miles driven by those vehicles, the division of FedEx Ground for which Class members drove, as well as any other factors Class Counsel may, in their judgment, deem relevant. Class Counsel assumes and accepts all responsibility and liability associated with their Payment Calculation(s).
If any Class Member, Overtime Sub-Class Member or Meal and Rest Break Period Settlement Sub-Class Member does not timely submit a Valid Claim, or if an Unnotified General Class Member or Meal and Rest Period Settlement Sub-Class Member makes an Exclusion Request, then the amount of the Class Settlement Fund that was preliminarily attributed to that Class Member or Sub-Class Member (or in the case of Meal and Rest Period Settlement Sub-Class Members, the amount allocated to their Meal and Rest Period Settlement payment) shall be finally allocated, on a pro rata basis, to General Class Members who have submitted Valid Claims. For purposes of this final allocation, each person’s pro rata portion of the unclaimed funds shall be equal to his/her proportionate share of the Class Settlement Fund allocable to all persons who file Valid Claims. Although General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members who do not timely submit a Valid Claim are not entitled to receive a settlement payment under this Agreement, they shall still be bound by the other provisions of this Agreement, including without limitation the release of claims in Section I.R.
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C. Procedures for Evaluation, Approval, and Payment of Valid Claims The Settlement Administrator shall be solely responsible for the following functions in accordance with the terms of this Agreement, the Preliminary Approval Order, and the Final Approval Order: 1. Mailing, by first-class United States Mail, the Settlement Notice (with the Fairness Hearing date and deadlines established by the Court in the Preliminary Approval Order) and the Forms to all General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members that can be identified through a reasonable effort. 2. Mailing, by first-class United States Mail, the Class and Settlement Notice (with the Fairness Hearing date and deadlines established by the Court in the Preliminary Approval Order) and the Forms to all Unnotified General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members that can be identified through a reasonable effort. 3. Notifying the appropriate federal and state officials under CAFA. 4. Receiving, evaluating, and approving or disapproving the Forms submitted by General Class Members, Overtime Sub- Class Members, and Meal and Rest Period Settlement Sub-Class Members seeking to receive a payment pursuant to this Settlement either by mail or through the web-portal established and maintained by the Settlement Administrator 5. Receiving and evaluating all Exclusion Requests submitted by Unnotified General Class Members and Meal and Rest Period Settlement Sub-Class Members. 6. Providing to FXG and Class Counsel: (i) a list of the names and addresses of all General Class Members, Overtime Sub- Class Members, and Meal and Rest Period Settlement Sub-Class Members who have submitted Forms and whose Forms the Settlement Administrator has determined to constitute Valid Claims; (ii) a separate list of the names and addresses of all General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members who submitted Forms and whose Forms the Settlement Administrator has determined do not constitute Valid Claims; (iii) a separate list of the names and addresses of all General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members who have submitted documents indicating that they wish to object to the Settlement; and (iv) a list of the names and addresses of all Unnotified General Class Members and Meal and Rest Period Settlement Sub-Class Members who have submitted Exclusion Requests along with copies of the Exclusion Requests. 7. Mailing, by first-class United States Mail, a notice of deficiency to each Class Member and Sub-Class Member that timely submitted Forms and who’s Forms the Settlement Administrator has determined to be deficient in some respect.
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8. Processing objections to the Settlement; 9. Mailing, by first-class United States Mail, settlement payments to General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members with Valid Claims in accordance with the Payment Calculation for each such Class Member and Sub-Class Member provided to the Settlement Administrator by Class Counsel. 10. Mailing, by first-class United States Mail, payment(s) for attorney’s fees and costs to Class Counsel. 11. Mailing, by first-class United States Mail, incentive awards to Plaintiffs. 12. Establishing and maintaining the Class Settlement Fund as a “qualified settlement fund” under Internal Revenue Code § 468B and Treasury Regulation § 1.468B-1, for the purpose of resolving the contested claims of Eligible Class Members and Eligible Sub-Class Members. 13. Maintaining the assets of the Class Settlement Fund in a non-interest bearing escrow account segregated from the assets of FXG and any person related to FXG. 14. Obtaining an employer identification number (EIN) for the Class Settlement Fund. 15. Preparing and filing federal income tax returns for the Class Settlement Fund, as well as any other tax filings the Class Settlement Fund must make under federal, state, or local law. 16. Cooperating with FXG to jointly file a relation-back election, if necessary. 17. Paying and depositing the federal taxes owed by the Class Settlement Fund under Treasury Regulation § 1.468B-2, as well as any state or local taxes owed by the Class Settlement Fund. 18. Preparing, filing, and issuing all necessary tax reporting forms for the Class Settlement Fund, including IRS Forms 1099 and W-2 regarding the distribution of payments to Class Members, Class Counsel, and Plaintiffs. 19. Providing FXG with copies of all tax reporting and filings made for the Class Settlement Fund, including copies of the checks and IRS Forms 1099 issued to Class Members, Class Counsel, and Plaintiffs, and any other documentation to show that the tax reporting and filings were timely transmitted to the claimants and the applicable taxing authorities. 20. Paying any additional tax liabilities (including penalties and interest) that arise from the establishment and administration of the Class Settlement Fund. Any such tax payment shall be made solely from the assets of the Class Settlement Fund without any recourse against FXG for additional monies.
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21. Providing the Final Accounting to FXG and Class Counsel. 22. Liquidating any remaining assets of the Class Settlement Fund after all payments to Class Members, Class Counsel, and Plaintiffs have been made and all tax obligations have been satisfied, and distributing such assets as directed by the Court. 23. Petitioning the Court for termination of the Class Settlement Fund once all of the duties listed above in subsections (1) to (22) have been completed.
D. Payment to General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub- Class Members Upon occurrence of the Effective Date, the Settlement Administrator shall, as soon as thereafter reasonably practicable, but within no more than 10 additional business days: mail, by first-class United States Mail, to Claimants (as defined in Section III.A) checks in the amounts determined by Class Counsel pursuant to Section III.A and drawn on the account of the Class Settlement Fund. To the extent checks are not cashed within one hundred and eighty (180) days, these funds shall be deposited with the Cy Pres recipients, the Impact Fund (Berkeley, CA) and California Rural Legal Assistance Foundation (San Francisco, CA), in equal shares.
E. Settlement Administrator’s Acceptance of Duties and Compensation The Settlement Administrator will sign a written acknowledgment and acceptance of its duties in the form of Exhibit I hereto. The Settlement Administrator with receive reasonable compensation and costs in accordance with the terms of Exhibit H hereto. If FXG reasonably believes that the Settlement Administrator is failing to perform its duties, FXG shall have the right to petition the Court for a remedy.
IV. SETTLEMENT NOTICE The parties agree that the Settlement Notice, Class and Settlement Notices, and Forms provide information sufficient to inform the General Class Members, Overtime Sub-Class Members and Meal and Rest Period Settlement Sub-Class Members of the material terms of this Settlement, the appropriate means for obtaining additional information regarding this Agreement and the Lawsuit, and the appropriate means for and information about submitting a claim for payment pursuant to the Settlement. The parties also agree that the Class and Settlement Notice provides information sufficient to inform the Unnotified General Class Members and Meal and Rest Period Settlement Sub-Class Members of the nature of the subject matter of the Lawsuit, appropriate means for obtaining additional information regarding the Lawsuit, and meets all of the requirements of Rule 23(c) of the Federal Rules of Civil Procedure. To facilitate the efficient administration of this Settlement, and to facilitate payment of Valid Claims under the Settlement, the Settlement Administrator will be directed to provide all Notified General Class Members, Overtime Sub-Class Members and Meal and Rest Period Settlement Sub-Class Members with copies of the Settlement Notice and Forms, and to provide all Unnotified General Class
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Members and Meal and Rest Period Settlement Sub-Class Members with copies of the Class and Settlement Notice and Forms, as well as contact information for Class Counsel in the event they have questions. Plaintiffs will request the Court to approve the Settlement Notice, Class and Settlement Notice, and Forms in the Preliminary Approval Order.
As soon as practicable, but no later than 30 days after the Court’s entry of the Preliminary Approval Order, the Settlement Administrator shall send or cause to be sent, by first-class United States Mail, a copy of the Settlement Notice and Forms to every Notified General Class Member and Sub-Class Member who can be identified through reasonable effort, and a copy of the Class and Settlement Notice and Forms to every Unnotified General Class Member and Meal and Rest Period Settlement Sub-Class Member who can be identified through reasonable effort. Before the mailing of such Settlement Notices, Class and Settlement Notices, and Forms, the Settlement Administrator will obtain or cause to be obtained address updates utilizing a national change of address database.
The parties agree that the dissemination of the Settlement Notice, Class and Settlement Notice, and Forms by mail in the manner specified in this Section IV satisfies the notice requirements of due process and Rule 23 of the Federal Rules of Civil Procedure. Plaintiffs will request the Court to approve, in the Preliminary Approval Order, the direct mailing of the Settlement Notice, Class and Settlement Notice, and Forms as set forth in this Section IV.
V. COSTS OF NOTICE AND CLAIMS ADMINISTRATION All costs (i) of preparing and disseminating the Settlement Notices, Class and Settlement Notices, and Forms provided for in Section IV above, and (ii) all other Administration Expenses, including payments made for the services of the Settlement Administrator shall be payable from the Class Settlement Fund. Unless otherwise specifically agreed in writing, FXG shall not be responsible for any cost that may be incurred by, on behalf of, or at the direction of Plaintiffs or Class Counsel in (a) responding to inquiries about the Agreement, the Settlement, or the Lawsuit, (b) defending the Agreement or the Settlement against any challenge to them, (c) defending against any challenge to any order or judgment entered pursuant to the Agreement, or (d) for any other reason except to the extent provided by law.
VI. PROCEDURES FOR SETTLEMENT APPROVAL A. Preliminary Approval Plaintiffs shall, within 14 days of the execution of this Agreement by all Parties, move the Court to enter the Preliminary Approval Order. The proposed deadlines to be established in the Preliminary Approval Order are as follows: 1. 30 days after entry of the Preliminary Approval Order: Date on or before which Settlement Notices, Class and Settlement Notices, and Forms will be mailed to General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members and the Summary Notice will be published. 2. 60 days after mailing of the Settlement Notice and Claim Forms: Date on or before which Exclusion Requests by Unnotified General Class Members and Meal and Rest Period Settlement Sub-Class Members must be either postmarked by the United States Postal Service or actually received by the Settlement Administrator.
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3. 60 days after mailing of the Settlement Notice and Claim Forms: Date on or before which objections to the Settlement, the Agreement, or the amount of fees and expenses that Class Counsel has requested, together with all supporting memoranda and other material, must be filed with the Court and served on Class Counsel and FXG. 4. 14 days before the Fairness Hearing: Date on or before which any person or attorney seeking to appear at the Fairness Hearing, for the purpose of objecting to the Settlement, the Agreement, or the amount of fees and expenses that Class Counsel has requested, must file with the Court and serve on Class Counsel and FXG an entry of appearance in the Lawsuit and notice of intention to appear at the Fairness Hearing. 5. 60 days after mailing of the Settlement Notice and Claim Forms: Final Claims Date on or before which, to meet the timing requirement for a claim to qualify as a Valid Claim, all Forms must be submitted to the Settlement Administrator through the web-portal established and maintained by the Settlement Administrator or, in the alternative, postmarked by the United States Postal Service after being placed in the United States Mail with first-class postage, addressed to the Settlement Administrator. 6. The parties will coordinate with the Court to set a date for the Fairness Hearing that is no sooner than 100 days after entry of the Preliminary Approval Order.
B. Final Approval At the Fairness Hearing, Plaintiffs shall request the Court to enter the Final Approval Order, substantially in the form of Exhibit B, which: (1) grants final approval to the Settlement and this Agreement as fair, reasonable, and adequate to the Certified Class, the Overtime Sub-Class, and the Meal and Rest Period Settlement Sub-Class; (2) provides for the release of all Released Claims and enjoins Class Members, Overtime Sub-Class Members, and the Meal and Rest Period Settlement Sub-Class Members from asserting, filing, maintaining, or prosecuting any of the Released Claims in the future; (3) orders the dismissal with prejudice of all Released Claims, and incorporates the releases and covenant not to sue stated in this Agreement, with each of the parties to bear its or their own costs and attorneys’ fees, except as provided in Section VII below with respect to Class Counsel’s attorneys’ fees and costs; (4) authorizes the Settlement Administrator to pay Valid Claims in accordance with the terms of the Agreement; (5) authorizes the payment of Class Counsel’s attorneys’ fees and costs as detailed in Section VII below; (6) authorizes the payment of incentive awards to each of the Plaintiffs as detailed in Section VII below; and (7) preserves the Court’s continuing jurisdiction over the administration of the Settlement and enforcement of the Agreement.
VII. CLASS COUNSEL’S ATTORNEYS’ FEES AND COSTS, AND INCENTIVE AWARD TO PLAINTIFFS A. FXG shall not oppose Class Counsel’s request for attorneys’ fees and costs covering all legal services provided by Class Counsel in the past and future to the members of the Certified Class and the Certified Sub-Class in connection with the Lawsuit (whether before
19 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 the MDL Court or this Court), the settlement of the Lawsuit, any appeal in connection with the Settlement, implementation of the Settlement, or otherwise (the “Fee and Expense Application”) in an amount not to exceed twenty-two percent (22%) of the common Class Settlement Fund. The Fee and Expense Application shall be subject to Court approval, and the Court will determine what amount of fees and costs shall be awarded and issue an Order stating the amount of fees and costs to be awarded.
B. FXG shall not oppose Class Counsel’s request for an incentive award for up to ten thousand dollars ($10,000.00) to Plaintiffs Dean Alexander, Peter Allen, Albert Anaya, Suzanne Andrade, Jerrett Henderson, Ely Ines, Paul Infantino, Jorge Isla, Eric Jeppson, Gupertino Magana, Bernard Mendoza, Jesse Padilla, Joey Rodriguez, Dale Rose, Allan Ross, Agostino Scalercio, and Anthony Ybarra, and for up to One Thousand Five Hundred Dollars ($1,500) to Plaintiff Marjorie Pontarolo, above what each is otherwise eligible to receive under Section III of this Agreement. The incentive awards shall be paid from the common Class Settlement Fund.
C. The agreed amounts set forth above in this Section will be subject to Court approval, which approval shall be stated in the Final Approval Order of the Court. Upon the Effective Date, the Settlement Administrator shall, as soon as practicable, but within no more than ten (10) additional business days, pay to Class Counsel and Plaintiffs those amounts specified above from the Class Settlement Fund, as approved by the Court. Class Counsel shall provide to the Settlement Administrator in a timely manner all information needed with respect to the issuance of the checks for those amounts, including their and Plaintiffs’ tax identification/Social Security numbers on Form W-9. The Settlement Administrator shall have no obligation to make payments under this Section until such information is received.
If any notice of an appeal from the Final Approval Order, the judgment thereon, or any Order in the Lawsuit is filed by any party, objector, Class Member, Overtime Sub-Class Member, Meal and Rest Period Settlement Sub-Class Member, or other person, the Settlement shall not be or become final or effective, and the Settlement Administrator shall not be obliged to make any payment to Class Counsel or to Plaintiffs, until 10 business days after the Effective Date.
D. Upon transferring the Settlement Payment to the Class Settlement Fund, FXG will have no responsibility or liability for any amount of attorneys’ fees or costs for work performed or expenses incurred in connection with the Lawsuit to any of the Plaintiffs’ counsel or any other counsel for Plaintiffs or any Class Member or Sub-Class Member, including any prior firm of the Plaintiffs’ counsel or those involved in the MDL proceedings. In the event any claim for attorneys’ fees or costs in connection with the Lawsuit is made by any counsel other than Class Counsel, the parties agree that FXG has no obligation of any kind to satisfy any such claim. Class Counsel agrees to indemnify FXG against any claims for fees or costs made by other counsel for work performed in connection with the Lawsuit. Class Counsel represent that there are no liens related to any fees associated with the claims of the General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members as of the execution date of this Agreement. FXG shall have no responsibility or liability for any amount of attorneys’ fees or costs attributable to the Lawsuit, including any incurred in connection with the Lawsuit during the MDL proceedings. Any attorneys’ fees or costs dispute between Class Counsel and any other attorney(s) will not interfere with the Settlement, the provisions of this Settlement Agreement, the dismissal of the Lawsuit, or the releases obtained pursuant to the Settlement Agreement.
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VIII. RELEASE By executing this Agreement, the Plaintiffs, on behalf of themselves and the General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members (including their affiliated business entities, if any), acknowledge that, upon entry of the Final Approval Order by the Court, the Lawsuit shall be dismissed with prejudice, an order of dismissal with prejudice shall be entered, and all Released Claims (as defined in Section I. T and U above) shall thereby be conclusively settled, compromised, satisfied, and released as to the Releasees.
In connection with such release of claims, Plaintiffs, General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members hereby acknowledge that they are aware that they or their attorneys may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is their intention to hereby fully, finally, and forever settle and release all of the Released Claims, known or unknown, suspected or unsuspected, that they may have against Releasees. In furtherance of such intention, the release herein given to the Releasees by the Plaintiffs, General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members shall be and remain in effect as a full and complete general release of all Released Claims.
Notwithstanding the above, the Court shall retain jurisdiction over the parties, General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members, and the Settlement with respect to the future performance of the terms of this Settlement Agreement, and to assure that all payments and other actions required by the Settlement are properly carried out.
IX. COVENANT NOT TO SUE Plaintiffs, on behalf of themselves, the General Class Members, Overtime Sub-Class Members, and Meal and Rest Period Settlement Sub-Class Members, and their affiliated business entities (if any), (a) covenant and agree that neither Plaintiffs nor any of the Class Members or Sub-Class Members, nor any of Plaintiffs’, Class Members’, or Sub-Class Members’ affiliated business entities (if any), nor anyone authorized to act on behalf of any of them, will commence, authorize, or accept any benefit from any judicial or administrative action or proceeding, other than as expressly provided for in this Settlement, against Releasees, or any of them, in either their personal or corporate capacity, with respect to any claim, matter, or issue that in any way arises from, is based on, or relates to any alleged loss, harm, or damages allegedly caused by Releasees, or any of them, in connection with the Released Claims; (b) waive and disclaim any right to any form of recovery, compensation, or other remedy in any such action or proceeding brought by or on behalf of any of them; and (c) agree that this Settlement shall be a complete bar to any such action.
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X. PRELIMINARY TIMELINE FOR COMPLETION OF SETTLEMENT The preliminary schedule for notice, approval, and payment procedures carrying out this settlement is as follows. The schedule may be modified depending on whether and when the Court grants necessary approvals and orders notice to the class, and sets further hearings. In the event of such modification, the parties shall cooperate in order to complete the settlement procedures as expeditiously as reasonably practicable. To the extent this Section X conflicts with one or more other provisions of this Agreement, the other provision(s) shall supersede this Section X.
TIME REQUIRED EVENT
Within 20 Days of entry of Plaintiffs to file Fee and Expense Application. Preliminary Approval Order
Within 30 Days of entry of Mailing of Settlement Notices. Preliminary Approval Order
30 days after mailing of Notice Settlement Administrator to conduct trace/search efforts and send a follow up mailing to Packet individuals whose Notice Packet was returned as undeliverable or whose listed address is found to be inaccurate.
60 days after mailing of Notice Last day for Class Members to file claims, opt out (Unnotified General Class Members and Packet Meal and Rest Period Settlement Sub-Class members only), challenge dates used to calculate Work Weeks, or submit written objections.
35 court days before final approval Plaintiffs file Motion for Final Approval, including Administrator Report. hearing
Final Approval Hearing To Be Determined.
Within 20 days of notice of entry of Settlement Administrator to make the final calculation of payments from the Net Settlement order granting final approval Fund to be distributed to the Participating Class Members and provide all Counsel with a report listing the amount of all payments to be made to each Eligible Settlement Class Member.
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Within 5 Business Days of Defendant to Deposit Settlement Fund and Employer Taxes with Settlement Administrator. Settlement Effective Date
Within 10 days of Settlement Settlement Administrator to distribute and pay: (1) Participating Class Member Payment; (2) Effective Date PAGA payment to the LWDA; (3) administration costs to Settlement Administrator; (4) class representatives’ service awards; (5) all court-approved attorneys’ fees and litigation costs and expenses.
180 days after payment of settlement Expiration of class member settlement checks. checks
Within 10 days of date of expiration Settlement Administrator to pay any residual funds in the Reserve Fund to the cy pres of class member settlement checks. beneficiaries and close the settlement fund.
XI. REPRESENTATIONS AND WARRANTIES Each of the parties represents and warrants to, and agrees with, each of the other parties as follows:
A. Each of the parties has had the opportunity to receive, and has received, independent legal advice from her, his, or its attorneys regarding the advisability of making the Settlement, the advisability of executing this Agreement, and the legal and income- tax consequences of this Settlement, and fully understands and accepts the terms of this Settlement.
B. Plaintiffs represent and warrant that no portion of any claim, right, demand, action, or cause of action against any of the Releasees that Plaintiffs are releasing in this Agreement, and no portion of any payment to which Plaintiffs may be entitled, has been assigned, transferred, or conveyed by or for Plaintiffs in any manner; and no person other than the Plaintiffs, the Class Members, and the Sub-Class Members have any legal or equitable interest in the claims, demands, actions, or causes of action to be released in this Agreement.
C. Any other person or entity (including, but not limited to, insurers, lien holders, business partners, related or associated business entities, or other creditors) that has any judgments, liens, subrogation interests, or related claims which arise out of the Released Claims or the damages alleged by the Plaintiffs, the Certified Class, and the Certified Sub-Class as a result of the Released Claims must be satisfied from the payments to Claimants as detailed in Section III. Plaintiffs, Class Members, and Sub-Class Members agree that they are liable for, and will release, hold harmless, defend, and indemnify the Releasees from and against any and all Released Claims, known or unknown, that may be brought by any person, firm, corporation, or other entity, including any lien holders, against the Releasees for any such judgments, liens, interests or claims that exist arising out of the Released Claims.
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D. None of the Parties relies or has relied on any statement, representation, omission, inducement, or promise of any other party (or any officer, agent, employee, representative, or attorney for any other party) in executing this Agreement, or in making the Settlement provided for herein, except as expressly stated in this Agreement.
E. Each of the Parties has investigated the facts pertaining to the Settlement and this Agreement, and all matters pertaining thereto, to the full extent deemed necessary by that party and his or its attorneys.
F. Each of the Parties has carefully read, and knows and understands the full contents of this Agreement and is voluntarily entering into this Agreement after having had the opportunity to consult with, and having in fact consulted with, his or its attorneys.
G. Section titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Settlement or any provision hereof.
H. Each of the Parties has participated in the drafting of all provisions of this Agreement, has had an adequate opportunity to read, review, and consider the effect of the language of this Agreement, and has agreed to its terms.
I. It is understood and agreed that this Agreement is for the compromise of disputed claims and is not to be construed as or deemed to be an admission of any liability, fault, or responsibility on the part of FXG or any other Releasee.
J. It is understood and agreed that the terms and conditions of this Agreement are the result of lengthy, intensive, arm’s-length negotiations between the Parties and that this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or her, his, or its counsel participated in the drafting of this Agreement.
K. This Agreement constitutes and comprises the entire agreement among the Parties with respect to the subject matter hereof. It supersedes all prior and contemporaneous oral and written agreements and discussions. It may be amended only by an agreement in writing, signed by all Parties hereto.
L. The Parties agree that any dispute regarding the interpretation or enforcement of the terms of this Settlement or in connection with this Agreement shall be resolved by the Court.
XII. MISCELLANEOUS A. Conditional Nature of Agreement At the Plaintiffs’ option, expressed in written notice to FXG’s counsel, this Agreement shall become null and void, and no obligation on the part of any of the Parties will accrue, if the Court materially alters any of the terms of this Agreement to the detriment of Plaintiffs, the Certified Class, the Overtime Sub-Class, or the Meal and Rest Period Settlement Sub-Class, or fails to enter the Preliminary Approval Order or the Final Approval Order in substantially the form submitted by the Parties, except that a court ruling regarding Class Counsel’s attorneys’
24 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70 fees and costs shall not be a basis for withdrawal. At FXG’s option, expressed in written notice to Class Counsel, this Agreement shall become null and void, and no obligation on the part of any of the Parties will accrue, if the Court materially alters any of the terms of this Agreement to the detriment of FXG, or fails to enter the Preliminary Approval Order or the Final Approval Order in substantially the form submitted by the Parties. Any appeal by Class Counsel of the attorneys’ fees and costs awarded by the Court in connection with this Settlement shall not be a basis for any party to have this Agreement become null and void. If this Agreement becomes null and void, the Parties shall move forward with the Lawsuit as though no settlement had been reached, all of the Parties to the Lawsuit being placed in the same position they were before this Settlement was proposed, negotiated and agreed upon.
B. Severability None of the terms of this Agreement is severable from the others. However, if the Court should rule that any term is void, illegal, or unenforceable for any reason, FXG, in its sole discretion, and Plaintiffs, in their sole discretion (but acting in accord with their duties and obligations to the Certified Class, the Certified Sub-Class, and the Meal and Rest Period Settlement Sub-Class), may elect to waive any such deficiency and proceed with the Settlement under the terms and conditions ultimately approved by the Court.
C. Effectiveness, Amendments, and Binding Nature This Agreement may be amended only by written agreement signed by the Parties. Except as otherwise stated above, each of the Parties, including FXG and Plaintiffs on behalf of themselves, the Certified Class, the Certified Sub-Class, and the Meal and Rest Period Settlement Sub-Class expressly accepts and assumes the risk that, if facts or laws pertinent to matters covered by this Agreement are hereafter found to be other than as now believed or assumed by that party to be true or applicable, this Agreement shall nevertheless remain effective.
This Agreement is binding on, and shall inure to the benefit of, the Parties, the Class Members, and the Sub-Class Members, and their respective agents, employees, representatives, officers, directors, parents, subsidiaries, assigns, executors, administrators, insurers, and successors in interest. All Releasees other than FXG, which is a party, are intended to be third-party beneficiaries of this Agreement.
D. Cooperation in Implementation FXG, Plaintiffs, and their respective counsel (including Class Counsel) agree to prepare and execute any additional documents that may reasonably be necessary to effectuate the terms of this Agreement.
E. Governing Law This Agreement shall be construed and governed in accordance with the procedural and substantive laws of the State of California without regard to any principles of choice of law, except that all matters of federal tax law and the Class Settlement Fund’s compliance with
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Internal Revenue Code § 468B and the Treasury Regulations thereunder shall be governed by federal income tax law.
A. No Admission of Liability The Parties are entering into this Settlement for the purpose of compromising and settling disputed claims. Nothing in this Agreement or in the documents relating to the Settlement shall be construed, deemed, or offered as an admission by any of the parties, or by any member of the Certified Class or the Certified Sub-Class, for any purpose in any judicial or administrative action or proceeding, whether in law or in equity, and regardless of whether this Agreement ultimately becomes effective.
B. Income Tax Obligations No representation has been made to the Plaintiffs, Class Members or Sub-Class Members, or their attorneys by FXG regarding the taxability of any portion of the payments under this Agreement. Plaintiffs, Class Members, Sub-Class Members, and Class Counsel are solely responsible for their own tax filing and payment obligations arising from this Agreement, except that the Settlement Administrator will provide Plaintiffs, Class Members, Sub-Class Members, and Class Counsel with copies of IRS Forms 1099 and/or W-2 as applicable for any payments the Class Settlement Fund makes to them under this Agreement.
C. Signatures This Agreement may be executed in counterparts, and, when so executed, shall constitute a binding original. A signature, or copy of a signature, transmitted electronically, including by facsimile or email, shall serve as an original for all purposes.
Plaintiffs: Defendant:
/s/ Dean Alexander FedEx Ground Package System, Inc.
Dean Alexander
Date: 9/10/15 /s/ Ward B. Strang
By: Ward B. Strang
Its: EVP & COO
/s/ Peter Allen
Peter Allen Date: 9/11/15
Date: Date: 9-9-2015
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/s/ Albert Anaya
Albert Anaya
Date: 9-10-15
/s/ Suzanne Andrade
Suzanne Andrade
Date: 9/10/15
/s/ Jerrett Henderson
Jerrett Henderson
Date: 9-9-2015
/s/ Ely Ines
Ely Ines
Date: Sept. 11, 2015
/s/ Paul Infantino
Paul Infantino
Date: 9/10/15
/s/ Jorge Isla
Jorge Isla
Date: 9 Sept 2015
/s/ Eric Jeppson
Eric Jeppson
Date: 9/10/15
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/s/ Gupertino Magana
Gupertino Magana
Date: 9-10-2015
/s/ Bernard Mendoza
Bernard Mendoza
Date: 9/8/2015
/s/ Jesse Padilla
Jesse Padilla
Date:
/s/ Marjorie Pontarolo
Marjorie Pontarolo
Date: 9/11/15
/s/ Joey Rodriguez
Joey Rodriguez
Date: 9-10-15
/s/ Dale Rose
Dale Rose
Date: 9/10/15
/s/ Allan Ross
Allan Ross
Date: 09/10/2015
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/s/ Agostino Scalercio
Agostino Scalercio
Date: 9/11/15
/s/ Anthony Ybarra and Anthony Ybarra
Date: 9/10/2015
APPROVED AND ACKNOWLEDGED: APPROVED AND ACKNOWLEDGED:
/s/ Beth Ross 9/9/2015 /s/ Scott Voelz 9/9/15
Class Counsel Counsel for FedEx Ground Package System, Inc.
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Class Settlement Agreement EXHIBIT A1
(Class List, 2009)
WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1 1 RJN FOOL INC ATTN: ROBERT JAMES NIELSEN 42580 KANSAS ST PALM DESERT CA 92217 2 2GG INC ATTN: MICHAEL LEE 12861 W 66TH GARDEN GROVE CA 92840 3 3MMMJC TRUCKING INC - 2ND ATTN: JESSE FOSTER 8968 SHASTA LILY DR ELK GROVE CA 95624-3857 4 50 60 HEAVEN ATTN: BERNARDO MONCADA 39712 BROOKSIDE AVE CHERRY VALLEY CA 92223-4871 5 50 60 HEAVEN - 3RD ATTN: BERNARDO MONCADA 39712 BROOKSIDE AVE CHERRY VALLEY CA 92223-4871 6 A & A DELIVERY SERVICES ATTN: ALEJANDRA PRIEGO 4551 LAFAYETTE ST APT 28 SANTA CLARA CA 95054-1632 7 A & E DELIVERY SERVICE INC ATTN: ADILSON SILVA 7516 IVY CT PLEASANTON CA 94588-3664 8 A&E DELIVERY SERVICE INC 2ND ATTN: ADILSON SILVA 7516 IVY CT PLEASANTON CA 94588-3664
9 AARON LIPPS 4135 1/4 MAYBANK AVE LAKEWOOD CA 90712-3943
10 AARON MILLER 2135 PUNTA DEL ESTE DR HACIENDA HEIGHTS CA 91745-4912
11 AARON NOEL AGRA 4616 CABELLO ST UNION CITY CA 94587-4716
12 AARON PELZL 42303 SNOWLINE CT OAKHURST CA 93644
13 AARON WRIGHT 3500 DRAGOO PARK DR APT D MODESTO CA 95356-1801
14 AASIF MUSA 2ND PAREKH 13222 SALMON RIVER RD #102 SAN DIEGO CA 90731 15 ABAD TRUCKING INC - 2ND ATTN: RUBEN ABAD 872 DEEP CRK COSTA MESA CA 92626-7705
16 ABBIE SHANKEL 37413 29TH ST PALMDALE CA 93550
17 ABDUL HAKIM 7130 6TH PKWY APT 1 SACRAMENTO CA 95823-2210
18 ABDUL MUFID 5025 VILLAGE WOOD DR SACRAMENTO CA 95823-5883
19 ABDUL SOFID 5025 VILLAGE WOOD DR SACRAMENTO CA 95823-5883
20 ABDULAZIZ YASSIN AHMMED 1140 N SOLANO PRIVADO APT C ONTARIO CA 91764-6843
21 ABDULKAREEM ALI 184 CALLAN AVE APT 210 SAN LEANDRO CA 94577-4503
22 ABDULLAH RIYADAH 5208 EGGERS DR FREMONT CA 94536-7142
23 ABEL 2ND CASAREZ 3514 OLIVE ST SELMA CA 93662-4509
24 ABEL JERED HINOJOS 1978 S SINCLAIR AVE STOCKTON CA 95215-7538
25 ABEL L ARANDA 159 W CHERRY AVE RIALTO CA 92377-4630
26 ABEL RAMOS 6026 EASTON ST LOS ANGELES CA 90022-4409
27 ABEL VENEGAS 730 SAN FRANCISCO AVE POMONA CA 91767-4824
28 ABELMAR M DE CASTRO 3062 LOGGINS LN TRACY CA 95377-7933
29 ABILIO LONGATO JR 5954 NW 47TH WAY POMPANO BEACH FL 33073-2303
30 ABLE ALVAREZ 3942 CLAREMONT ST IRVINE CA 92614-6663
31 ABRAHAM CERONIO 726 HONEY GROVE LN NIPOMO CA 93444-5649 32 ADAD TRUCKING INC ATTN: RUBEN ABAD 872 DEEP CRK COSTA MESA CA 92626-7705
33 ADAIR PIMENTEL 150 CORONADO AV DALY CITY CA 94015
34 ADAM HERRERA 510 HYDRANGEA CT ROSEVILLE CA 95747-6721
35 ADAM HERRERA 510 HYDRANGEA CT ROSEVILLE CA 95747-6721
36 ADAN HERNANDEZ VERDUZCO 1018 JEFFERSON AVE CHULA VISTA CA 91911-1612
37 ADAN HERNANDEZ VERUZCO 1018 JEFFERSON AVE CHULA VISTA CA 91911-1612
38 ADDYCO DELIVERY SERVICE INC 655 LEWELLING BLVD SAN LEANDRO CA 94579-1804
39 ADEAR BESSA JR. 408 EASTMOOR AVE DALY CITY CA 94015-2041
40 ADRIAN VALENZUELA 2123 STANFORD AV MOUNTAIN VIEW CA 94040
41 ADRIAN YRACHETA 4770 BENITO ST MONTCLAIR CA 91763-2743
42 ADRIANA RODRIGUES DE MELLO 1528 VISTA CLUB CIR APT 202 SANTA CLARA CA 95054-3755
43 ADRIANO C GOES 4156 ELLMAR OAKS DR SAN JOSE CA 95136-3521
44 ADRIANO FERREIRA 6870 LOS ALTOS WAY SACRAMENTO CA 95831-2820 45 ADV CARGO ATTN: MICHAEL J. CLARK 248 3RD ST # 834 OAKLAND CA 94607-4375
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CALIFORNIA CLASS
Count Name Attention Address City State ZIP
46 AGALALEI HARO 4956 JOLANA LN N HIGHLANDS CA 95660
47 AGUSTIN ABARCA 2610 RUDDER AVE PORT HUENEME CA 93041-1440
48 AGUSTIN ABARCA 713 MOBY DICK LN OXNARD CA 93030-6766
49 AGUSTIN CARRERA 4909 SANTA ANA ST CUDAHY CA 90201-5908
50 AGUSTIN E RODRIGEUZ 3550 ORINDA ST PALO ALTO CA 94306-2842
51 AGUSTIN PENA 13199 VICTORIA ST RANCHO CUCAMONGA CA 91739-9572
52 AIDA RODRIGUEZ 3524 SAN GABRIEL RIVER PKWY BALDWIN PARK CA 91706-3738 53 AISHU LLC ATTN: TEJAS V. PATEL PO BOX 2126 PORT HUENEME CA 93044-2126 54 AJE GLOBAL INC ATTN: AUGUSTO LEITE 518 MONTEREY RD APT B PACIFICA CA 94044-2072
55 ALAN B NEIBAUER 4554 RIO VISTA DR BILLINGS MT 59106-1577
56 ALAN E RUBIO 3071 W COOLIDGE AV ANAHEIM CA 92801
57 ALAN MARTIN NOONAN 1765 LANDESS AVE # 64 MILPITAS CA 95035-7019
58 ALAN WRIGHT 2081 DELGADO WA SACRAMENTO CA 95833
59 ALBERT A ANAYA 301 ROBIN CIR VACAVILLE CA 95687-7206
60 ALBERT S PATTERSON 6710 4TH AVE LOS ANGELES CA 90043-4461
61 ALBERT WUN 16702 WINDWARD AVE CERRITOS CA 90703-1659
62 ALBERTO ANTONIO TORRES 3914 BRUNSWICK AVE LOS ANGELES CA 90039-1606
63 ALBERTO BONILLA 44523 STILLWATER DR LANCASTER CA 93536-6430
64 ALBERTO DE LA TORRE 1928 BOWLING GREEN DR SACRAMENTO CA 95815-3417
65 ALBERTO GUTIERREZ 153 GUAVA AVE CHULA VISTA CA 91910-2456
66 ALBERTO SANTOS 6172 DUNROBIN AVE LAKEWOOD CA 90713-1036
67 ALBERTO ZEPEDA 131 SHELBY WAY UPLAND CA 91786-6444 68 ALCIDES TRANSPORTATION LLC ATTN: JOSE AGUILAR 12645 GLYNN AVE DOWNEY CA 90242-3801
69 ALCIR CABRAL 303 E BULLARD AVE FRESNO CA 93710-5260
70 ALDO ROJAS 9830 ALEXANDER AVE SOUTH GATE CA 90280-5018 71 ALECANISA INC ATTN: GUILLERMO LOPEZ 5744 SUNFIELD AVE LAKEWOOD CA 90712-1824 72 ALECANISA INC ATTN: GUILLERMO LOPEZ 5744 SUNFIELD AVE LAKEWOOD CA 90712-1824
73 ALEJANDRO CAMPOS 5023 ADENMOOR AVE LAKEWOOD CA 90713-1803
74 ALEJANDRO CORONA 6651 GROSS AVE WEST HILLS CA 91307-3210
75 ALEJANDRO DAVID SANCHEZ 37934 PEREZA CT MURRIETA CA 92563-3216
76 ALEJANDRO DE LA TORRE 1529 BARCELONA CIR SALINAS CA 93906-2302
77 ALEJANDRO FONSECA CORONA 36506 SINALOA ST PALMDALE CA 93552-5855
78 ALESSANDRA FERREIRA 100 ESPLANADE AVE APT 106 PACIFICA CA 94044-1302
79 ALESSANDRO QUINTINO 1973 LANDESS AVE MILPITAS CA 95035-7067
80 ALEX CORONA 21219 ROSCOE BLVD CANOGA PARK CA 91304-4242
81 ALEX FERREIRA 26775 CALL AV HAYWARD CA 94542
82 ALEX LUIS ROJAS 100 W CLEVELAND AVE APT D MONTEBELLO CA 90640-4800
83 ALEX SALUDES 5222 NUTMEG ST SAN DIEGO CA 92105-4954
84 ALEX SANGALANG 1600 CONNOLEY AVE CHULA VISTA CA 91911-5122
85 ALEX SANTIAGO 2127 N SAN ANTONIO AVE POMONA CA 91767-2403
86 ALEX SANTOS 7610 TOYON AVE FONTANA CA 92336-1941
87 ALEXANDER D GAERLAN 2298 FLAGSTONE WAY CONCORD CA 94521-1600
88 ALEXANDER GIGLIOTTI 3922 COEUR D ALENE AVE SHASTA LAKE CA 96019-9113
89 ALEXANDER HERMAN LEBEAU 2839 MARCONI AV SACRAMENTO CA 95821
90 ALEXANDRE ALCANTRA 1075 OFARRELL ST APT 12 SAN FRANCISCO CA 94109-6835
2 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
91 ALEXANDRE MORAES 7087 E FEDORA AVE FRESNO CA 93727-9219
92 ALEXEI S DIAS 75 MIDVALE DR DALY CITY CA 94015
93 ALEXIE KAAIHUE 3700 DEAN DR UNIT 407 VENTURA CA 93003-3391 94 ALEXPRESS LLC ATTN: ALEX FERREIRA 199 HILLCREST RD SAN CARLOS CA 94070-1952
95 ALFONSO ALMERIA 6419 ARCADIA ST CORONA CA 92880-4005
96 ALFONSO ARROYO SILVA 7972 LAMPSON AVE APT 11 GARDEN GROVE CA 92841-4149
97 ALFONSO CAMACHO 24040 DECORAH RD DIAMOND BAR CA 91765-1409
98 ALFRED AGHAKHANIAN 457 W CALIFORNIA GLENDALE CA 91206
99 ALFRED ALBANEZ 407 NAVAJO DR SALINAS CA 93906-2713
100 ALFREDO B BONIFACIO 1903 CARDIFF DR PITTSBURG CA 94565-4049
101 ALFREDO GALLEGOS 2403 KELLA AVE WHITTIER CA 90601-1531
102 ALFREDO GONZALES BARICAN 642 MACDUFF AVE STOCKTON CA 95210-1840
103 ALFREDO T SY 13268 EAGLE RD CHINO HILLS CA 91709
104 ALFREDO TOVAR 38887 SILICA DR PALMDALE CA 93551-3955 105 ALI AND SON COURIERS INC ATTN: ALI, ALYUB 8905 SHASTA LILY DR ELK GROVE CA 95624-3863
106 ALI M ISMAILZADA 1755 PEACHWILLOW ST PITTSBURG CA 94565-7305
107 ALI SCOTT 125 DEANS CT VALLEJO CA 94591-6824
108 ALL CLEAN JANITORIAL INC-2/SW 6813 FLAMINGO WAY SACRAMENTO CA 95828-3214 109 ALL VILLANUEVAS INC ATTN: JOSE VILLANUEVA 21930 LANE ST PERRIS CA 92570-8142
110 ALLAN B ROSS 1161 VIEWMONT DR ESCONDIDO CA 92027-4320
111 ALLAN LEO FIGURACION JR 21825 ARCHIBALD AVE CARSON CA 90745-2834
112 ALLAN ROSS 1161 VIEWMONT DR ESCONDIDO CA 92027-4320
113 ALLAN SANAGUSTIN 3320 WILD PALMS DR MODESTO CA 95355-3506
114 ALLEN DONG 600 RYAN DR APT 12 PLEASANT HILL CA 94523-5168
115 ALMA ESPERANZA VILLATORO 11450 CALVERT ST APT 11 NORTH HOLLYWOOD CA 91606-4150 116 ALMATI CORP ATTN: SEPANIAN SEROJ 1366 WESTERN AVE GLENDALE CA 91201-1429
117 ALOYSIO AGUIAR SOUZA NETO 6404 CAMDEN AVE SAN JOSE CA 95120-2822
118 ALTAGRACIA Q CERPA 873 RENTON CT SAN JOSE CA 95123-2558
119 ALTEMAR V PIMENTEL 150 CORONADO AVE APT 214 DALY CITY CA 94015-3315
120 ALTON LINROY JAMES 425 SPRING ST RICHMOND CA 94804-2903
121 ALVIN LE 1011 WHIPPLE RD HAYWARD CA 94544-7926
122 ALYUB ALI 4930 VILLAGE WOOD DR SACRAMENTO CA 95823-5857
123 AMANDO CARREON 1437 STODDARD ST SACRAMENTO CA 95822-3423 124 AMERICAN DELIVERY SERVICE IN ATTN: MICHAEL MIKO 1970 GRANDE CIR APT 19 FAIRFIELD CA 94533-4254
125 AMIR SAHINOVIC 22154 CENTER ST #4 CASTRO VALLEY CA 94546
126 ANAS BENYAZED 5505 ASPEN GROVE LN ELK GROVE CA 95757-8352 127 ANDES GROUND INCORPORATED ATTN: JOSHUA ANDES PO BOX 953 BIGGS CA 95917-0953
128 ANDRE MEDEL 759 S TEAKWOOD AVE RIALTO CA 92376-6837
129 ANDRE NMN ALEJANDRE 4903 SANDYLAND RD CARPINTERIA CA 93013-2313
130 ANDRE PEPPER 1224 PASEO AZUL WAY CORONA CA 92879-8502
131 ANDREA GAYLOR 812 LOS VERDE CT WINDSOR CA 95492
132 ANDREA MACLACHLAN 4711 BAILY PL SAN DIEGO CA 92105-4846
133 ANDRES ARAIZA 1447 BUTTERFLY CT HEMET CA 92545-8777
134 ANDRES GARCIA 11219 PLUM CT SAN FERNANDO CA 91340-3811
135 ANDREW DANIELS 3550 LOVEBIRD WAY ANTIOCH CA 94509-6458
3 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
136 ANDREW JUNG TURPEN 1378 LONGSPUR CT MCKINLEYVILLE CA 95519-6406 137 ANDREW MICHAEL LLOYD 339 W 1ST AV CHICO CA 95926 138 ANDREW MUNOZ 13814 GREENBRIER AVE BELLFLOWER CA 90706-2240 139 ANDREW PARKER 812 KINGSCROSS AVE BAKERSFIELD CA 93307-6600 140 ANDREW W PERKINS 852 COATS ST BISHOP CA 93514 141 ANDREW WILLIAMS 36411 CABRILLO DR FREMONT CA 94536-5550 142 ANDY RAMIREZ 374 DECANTER CR WINDSOR CA 95492 143 ANGEL D DAZO 1428 N BRADLEY RD SANTA MARIA CA 93454-2339 144 ANGEL ESPINOZA 1516 GARDENIA ST LOMPOC CA 93436-2915 145 ANGELA FRANCES MERCADO 6632 SUTTON ST WESTMINSTER CA 92683-2118 146 ANGELES DULCE 8582 FLANNERY WAY SACRAMENTO CA 95828-7519 147 ANGELO DANTE SOSA 1624 IRENE AVE MODESTO CA 95355-4345 148 ANIBAL GIFFONI 4844 BELFORD PEAK WAY ANTIOCH CA 94531-8321 149 ANIBAL GIFFONI 4844 BELFORD PEAK WAY ANTIOCH CA 94531-8321 150 ANN SHAW 9 MEADOW LAKES DR TEHACHAPI CA 93561-9685 151 ANNTHOREM TRUCKING CORP ATTN: RIZALITO ESQUERRA 3333 MYRTLE AVE SIGNAL HILL CA 90755-4615 152 ANTHONY A YBARRA PO BOX 3421 CLOVIS CA 93613-3421 153 ANTHONY BROOKS 2521 BRIARCLIFF DR RIVERBANK CA 95367-3329 154 ANTHONY DE LARA 311 RODERS DR VENTURA CA 93003 155 ANTHONY JOHN LEMOS 349 N ASPEN AVE RIALTO CA 92376-5442 156 ANTHONY KOHLMAN 1501 CHAPIN AV BURLINGAME CA 94010 157 ANTHONY NUNEZ 14861 JEFFERSON ST MIDWAY CITY CA 92655-1255 158 ANTHONY PELAIZ 611 W GLAZE AVE EXETER CA 93221-2060 159 ANTHONY R AZEVEDO 34 ARDEN CT REDWOOD CITY CA 94061-2287 160 ANTHONY ROSADO 5928 MENDOCINO BLVD SACRAMENTO CA 95824-2636 161 ANTHONY SESE 161 BLOSSOM CIR UNIT A SAN MATEO CA 94403-4614 162 ANTHONY STEVEN VALDIVIA 7600 DEMING CT BAKERSFIELD CA 93309-7530 163 ANTON NADER 7702 OAKDALE AVE WINNETKA CA 91306-2630 164 ANTONINO CORTES 2027 CRANWORTH CIR SAN JOSE CA 95121-1423 165 ANTONIO FELIX TORRES 21 ALISA CIR WATSONVILLE CA 95076-3075 166 ANTONIO GIOLO 2828 COLEMAN GLEN LN SANTA ROSA CA 95407-4577 167 ANTONIO J FLORES PO BOX 4747 SAN LUIS OBISPO CA 93403-4747 168 ANTONIO MARTIN 5270 HERMOSA AVE LOS ANGELES CA 90041-1319 169 ANTONIO MORA 379 DECANTER CIR WINDSOR CA 95492-6662 170 ANTONIO RUVALCABA 2470 CATALPA WAY SAN BRUNO CA 94066-1904 171 ANTONIO VERA 5578 CECILIA ST BELL GARDENS CA 90201 172 ANTONIO VERA LOPEZ 957 POPE WAYL HAYWARD CA 94545 173 AO NGOC LE 9124 GOLD FIELDS CIR CORONA CA 92883-8180 174 ARBY KARNES 2448 PINE ST EUREKA CA 95501-4054 175 ARCONI ALBUQUERQUE FILHO 31 COWBARN LN APT 1 NOVATO CA 94947-5102 176 ARI FAST 9765 MEDINA DR SANTEE CA 92071-2033 177 ARIANA DELIVERY SERVICES INC ATTN: FRANK ZANGANEH 20259 GREEN HILL LN YORBA LINDA CA 92886-6809 178 ARLETE BARROS PO BOX 4243 BURLINGAME CA 94011-4243 179 ARLO ABRAHAM C LACUESTA 335 SPRINGTREE PL ESCONDIDO CA 92026-1417 180 ARLUCIO GONCALVES DA SILVEIR 300 PALMETTO AVE APT 101 PACIFICA CA 94044-7300
4 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
181 ARMANDO DESANTIAGO 1410 RIVERA ST RIVERSIDE CA 92501-1507
182 ARMANDO H MONTOYA II 339 W CENTER ST APT G COVINA CA 91723-2551
183 ARNALDO LEITAO DE FARIAS 644 SERPA RANCH RD TRACY CA 95377-8617
184 ARNALDO LEITAO DEFARIAS 644 SERPA RANCH RD TRACY CA 95377-8617 185 ARROW TRANSPORT & DELIVERY ATTN: ARMANDO J. FAJARDO 4253 E OLYMPIC BLVD LOS ANGELES CA 90023-3335
186 ARTHUR DAVID LOPEZ 3866 E HARVARD AVE FRESNO CA 93703-1920
187 ARTHUR WHITMORE 15169 ORION RD SAN LEANDRO CA 94579-2604
188 ARTOUSH BONITIAN 632 MYRTLE ST GLENDALE CA 91203-1612
189 ARTURO BAUER 13225 FLINT LN VICTORVILLE CA 92392-7284
190 ARTURO GOMEZ 8640 MANCHESTER BL BUENA PARK CA 90621 191 AS & L TRANSPORTS INC ATTN: EDWARD TREVINO JR. 3904 LILLIAN WAY BAKERSFIELD CA 93309-6021 192 AT YOUR SERVICE DELIVERY LLC ATTN: STEFAN PARKINSON 1908 MCKINLEY ST ROCKLIN CA 95765-5866 193 ATA TRANSPORTATION ATTN: ALFRED AGHAKHANIAN 457 W CALIFORNIA GLENDALE CA 91206
194 AUDELIO PENA JR 1228 HICKS ST SELMA CA 93662-4345 195 AUGUSTINE C SCALERCIO DBA: SCALERCIO 1224 LANGFORD ST OCEANSIDE CA 92058-2212 INTERNATIONAL 196 AUGUSTO LEITE 518 MONTEREY RD APT B PACIFICA CA 94044-2072 197 AUSAM INC ATTN: DAVID BRADY 6517 HOMAN CT CHINO CA 91710-7353 198 AV EXPRESS COURIER SVCS LLC ATTN: ALEJANDRA SABOGAL 39205 CHALFONT LN PALMDALE CA 93551-1528 199 AW H INC ATTN: ALONSO AGUILAR 45032 ALTISSIMO WAY LAKE ELSINORE CA 92532-1523
200 AZAEL CEBALLOS 975 DEL DIOS HWY APT 226 ESCONDIDO CA 92029-2254
201 AZEVEDO GOMES DA SILVA 2013 SIERRA RD APT C CONCORD CA 94518-2913 202 AZM DELIVERY INC 5TH ATTN: ZEPEDA, CARLOS 131 SHELBY WAY UPLAND CA 91786-6444 203 BAIRES TRUCKING INC ATTN: FERNANDO PEREZ 225 S RIO VISTA B 10 ANAHEIM HILLS CA 92806
204 BALJEET THIND 17373 JESSICA LN CHINO HILLS CA 91709-6323
205 BALWINDER SINGH 3281 DIAS DR SAN JOSE CA 95148-1606 206 BAR TOO INC ATTN: ROBERT WIEBELL 4346 BELMONT CT ARCATA CA 95521-4512
207 BARANG SENG 5772 RICHMOND AVE GARDEN GROVE CA 92845-2021
208 BARBARA BAILEY PO BOX 2133 PALM SPRINGS CA 92262
209 BARRY BLOOM 2801 BONNIE LN STOCKTON CA 95204-4411
210 BARRY F PONTIOUS 35429 ZINNEY RD LITTLEROCK CA 93543-3015
211 BARRY F PONTIOUS 35429 ZINNEY RD LITTLEROCK CA 93543-3015
212 BARRY J BLOOM 3132 JOSHUA TREE CIR STOCKTON CA 95209-3810
213 BEAU CAMPBELL 2120 ALPINE DR LODI CA 95240-6702
214 BELINDA COMEAUX PO BOX 292161 SACRAMENTO CA 95829-2161
215 BEN APALATEGUI 7331 SHELBY PL APT 56 RANCHO CUCAMONGA CA 91739-5907
216 BENEDICT ESTACIO SAN JUAN 951 W CAMINO COLEGIO SANTA MARIA CA 93458-6406
217 BENELITA ROSE 4492 MISSION ST SAN FRANCISCO CA 94112-1950
218 BENJAMIN A SAGISI JR 1007 N WESTERN AVE SANTA MARIA CA 93458-2752
219 BENJAMIN ICASIANO 4175 ARPEGGIO AVE SAN JOSE CA 95136-2303
220 BENNETT R CASTRO 985 S GORDON ST POMONA CA 91766-3126
221 BENNIE MYERS 711 E 84TH PL LOS ANGELES CA 90001-3620
222 BEORA HART JR 8862 WHEELTON RD ELK GROVE CA 95624-5218
223 BERNARD MENDOZA 637 WHITTINGTON LN HAYWARD CA 94541-2285
224 BERNARDO MONCADA 1160 N CALIFORNIA AVE BEAUMONT CA 92223-1668
225 BERNIE SAITO 1385 S MAYFAIR AVE DALY CITY CA 94015-3738
5 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
226 BERTHA RIVAS 430 N CORONADO TERRACE APT 2 LOS ANGELES CA 90026
227 BESIM HUREMOVIC 406 91ST ST APT 4 DALY CITY CA 94015-1907 228 BETEX GROUND SERVICE INC - 2 ATTN: HUMBERTO AVELLANEDA 6067 NOROCO DR PICO RIVERA CA 90660-3262 229 BETZ 2000 HOME DELIVERY INC ATTN: WILLIAM E. BETZ PO BOX 189 GUFFEY CA 80820-0189
230 BEVERLY BUCK 7576 HOLDER ST BUENA PARK CA 90620-1663
231 BHUPINDER S JHANJAR 615 FAVERSHAM WAY BAKERSFIELD CA 93311-4904 232 BIG JOE’S TRUCKING LLC ATTN: JOSE SERNA 8920 BURKE AVE SOUTH GATE CA 90280-3409
233 BIJAN SARBAZ 148 COTTAGE LN WALNUT CREEK CA 94595-1302
234 BILL NELSON 11831 MAC ST GARDEN GROVE CA 92841-2358 235 BILLY J VANG SMITH DBA BILLY J SMITH 6513 BURDETT WAY SACRAMENTO CA 95823-1521
236 BLAS DE LEON CALIVA 32 MUIRFIELD CT SAN JOSE CA 95116-2680
237 BOB PERSONIUS 8428 WINTERBERRY DR ELK GROVE CA 95624-3866
238 BOBBY CRAWFORD 433 DANBURY ST HEYWARD CA 94544
239 BOBBY OWINGS 1201 SILVERADO AVE MCKINLEYVILLE CA 95519-9117 240 BOBNC INC ATTN: BOBBY CRAWFORD 433 DANBURY ST HEYWARD CA 94544
241 BOONTHONG TATPAPORN 3919 OHIO AVE RICHMOND CA 94804-3311
242 BOZARTH 1908 WALTZER RD SANTA ROSA CA 95403 243 BQ EXPRESS INC ATTN: KEVIN QUINN 5422 CEDARHURST WAY CARMICHAEL CA 95608-0741
244 BRAD R BAILEY 14182 DECATUR DR MAGALIA CA 95954
245 BRADLEY THOMAS ROSE 10510 RIM VIEW CIR AUBURN CA 95603-9476
246 BRENDA SUE URCIAGA 73 ARTHUR RD WATSONVILLE CA 95076-2631
247 BRENT J CUNNINGHAM 2844 GRASSLANDS DR #1711 SACRAMENTO CA 95833
248 BRET KAMMERER 8036 HUMMINGBIRD LN SAN DIEGO CA 92123-2723
249 BRIAN BRUCE TRUDEAU 5186 E VPMMUVOEW REDDINGTON SHORES CA 96001
250 BRIAN CATTERALL 5932 ANTHONY AVE GARDEN GROVE CA 92845-2615
251 BRIAN COOKSEY 2339 DESERT OAK DR PALMDALE CA 93550-7510
252 BRIAN D EDER 4289 HAINES ST SAN DIEGO CA 92109-5304
253 BRIAN JACOBS 6389 RATHKE DR RIVERSIDE CA 92509-5766
254 BRIAN JAY SMITH 1817 ROWAN ST SAN DIEGO CA 92105-5633
255 BRIAN JOHN BOWER 2512 SANTA CRUZ AVE SANGER CA 93657-3834
256 BRIAN MAKIN 218 USHER DR WINDSOR CA 95492-8694
257 BRIAN MULLIKIN PO BOX 673 PACIFICA CA 94044-0673
258 BRIAN O’CAMPO 8817 TROUT CT ELK GROVE CA 95624-4902
259 BRIAN PAINTER 6444 FORGET ME NOT LIVERMORE CA 94551-8301
260 BRIAN SAN JUAN 1408 REVERE ST SANTA MARIA CA 93455-4451
261 BRIAN SCOTT BEAR 125 VILLAGE RD MODESTO CA 95354-2747
262 BRITT ALLEN KIMBLE 29211 GIFFORD AVE MORENO VALLEY CA 92555-8327
263 BRUCE EUCCE 5112 WILLOW TREE DR BAKERSFIELD CA 93313-2809
264 BRUCE SNYDER 7767 MARISA ST GARDEN GROVE CA 92641
265 BRUCE T HARRIS 12354 26 MILE RD OAKDALE CA 95361-9296
266 BRYAN L HILLIARD 7771 CELEBRITY ST SACRAMENTO CA 95832-1171
267 BRYAN L TURNER 7015 N ERIE AVE FRESNO CA 93722-2827 268 BRYCEVAN INC ATTN: GERRY HAMASHITA 12960 RUBENS AVE LOS ANGELES CA 90066-6542
269 BRZ CAPITAL LLC PO BOX 1048 BELMONT CA 94002-1048
270 BUM AN 31770 ALVARADO BL UNION CITY CA 94587
6 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
271 BUSINESS BLOCKS INC ATTN: RICHARD HEE 912 N REGATTA DR VALLEJO CA 94591-7718 272 BYOKO INC ATTN: WAY LIM LEW 2390 CRENSHAW BLVD APT 721 TORRANCE CA 90501-3300 273 BZR EXPRESS INC 4TH ATTN: VENOR LOPES PO BOX 1048 BELMONT CA 94002-1048 274 CAMARGOS COURIER SERVICES I ATTN: EDYWILSON CAMARGO 317 N FREMONT ST SAN MATEO CA 94401-1831
275 CAMELO VILLAMOR 1536 THORNWOOD DR CONCORD CA 94521-1917
276 CAMILO GONZALEZ 18806 MANDAN ST APT 209 CANYON COUNTRY CA 91351-3765
277 CAPRICE S TELL 5914 VILLA ROSA WAY ELK GROVE CA 95758-6119
278 CARL CUMMINGS 20255 APPLE DR LOCKEFORD CA 95237-9790
279 CARLOS A GARZON 205 LA ROSSA CT SAN JOSE CA 95125-1257
280 CARLOS A GRANADOS CERON 2065 W EL CAMINO AV SACRAMENTO CA 95833
281 CARLOS BARAJAS 1521 HILLSBOROUGH MADERA CA 96367
282 CARLOS BARAJAS 2616 PINEWOOD DR MADERA CA 93637-2634
283 CARLOS C VENZOR 7336 EL DOMINO WAY APT 3 BUENA PARK CA 90620-2637
284 CARLOS CASTILLO 17904 ROSETON AVE ARTESIA CA 90701-3939
285 CARLOS COSTA 225 ROOSEVELT AVE SUNNYVALE CA 94086
286 CARLOS DASILVA 4500 THE WOODS DR APT 127 SAN JOSE CA 95136-4643
287 CARLOS E TOBIAS 8930 CALMOSA AVE WHITTIER CA 90605-2133
288 CARLOS HERNANDEZ 1057 W 54TH ST LOS ANGELES CA 90037-3521
289 CARLOS HERNANDEZ 44526 GROVE LN LANCASTER CA 93534-2857
290 CARLOS JOSE CAMPOS 1567 GLENN ELLEN DR GRIDLEY CA 95948-9405
291 CARLOS M CENTENO 15518 SIERRA VALLE DR HOUSTON CA 77083-4131
292 CARLOS MAGANA 3771 OLIVE ST SHASTA LAKE CA 96019-9564
293 CARLOS PEREZ 4262 BEGONIA RD PHELAN CA 92371-6873
294 CARLOS QUINTINO 457 COMBS AVE ARVIN CA 93203-2207
295 CARLOS ROCHA 917 HONORA AVE CONCORD CA 94518-3018
296 CARLOS RODRIGUEZ 3400 S MAIN ST APT H8 SANTA ANA CA 92707-4343
297 CARLOS RODRIGUEZ 3400 S MAIN ST APT H8 SANTA ANA CA 92707-4343
298 CARLOS SANTANA 2473 N GRAND AVE COVINA CA 91724-3941
299 CARLOS SERGIO RODRIGUEZ 1513 WHEELER DR APT 12 SALINAS CA 93906-4118
300 CARLOS V LOPEZ 4310 GUARDIA AVE LOS ANGELES CA 90032-1117
301 CARLTON WALKER 7734 MCBRIDE WAY SACRAMENTO CA 95832-1165
302 CARMEN BAHENA 2179 JOHN STILL DR SACRAMENTO CA 95832-1247 303 CASTRO DELIVERY INC ATTN: JUAN CASTRO 4237 ABBOTT RD LYNWOOD CA 90262-2136 304 CAT EXPRESS INC ATTN: CLEBER BRASILEIRO PO BOX 842 SOUTH SAN FRANCISCO CA 94083-0842 305 CBS/CSC CORP ATTN: SANDOVAL SALVADOR 21925 BADEAU AVE CARSON CA 90745-2419
306 CEDRIC GRANDBERRY 1221 W 29TH ST APT 201 LOS ANGELES CA 90007-6102 307 CENTRAL COAST SMALL PKG INC ATTN: JOHN F. DUPREY 149 PATTERSON RD SANTA MARIA CA 93455-4811
308 CEPHUS E NELSON 3521 LEAFWOOD CIR ANTIOCH CA 94531-6716
309 CESAR 2ND ALAMILLO 2100 SAN BENITO ST OXNARD CA 93033-4817
310 CESAR LOPEZ 110 N 2ND AVE UNIT 3 CHULA VISTA CA 91910-1131 311 CESMAR - DOREA LLC ATTN: JULIAN CESNEROS 12781 SYCAMORE ST GARDEN GROVE CA 92841-4319
312 CESMAR INC - 3RD 12781 SYCAMORE ST GARDEN GROVE CA 92841-4319
313 CHAD MAYHUGH 1211 N MONO CT RIDGECREST CA 93555-2311
314 CHAD PARTLOW 3700 DEAN DR UNIT 1401 VENTURA CA 93003-3275 315 CHANG HAAN DBA CHANG HAAN 10145 PASSARO WAY ELK GROVE CA 95757-3421
7 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
316 CHARLES BURTON 661 W AVE L CALIMESA CA 92320-1019 317 CHARLES COLEMAN 163 SHORT ST BISHOP CA 93514 318 CHARLES DAVID CLERE 331 4TH ST CLOVIS CA 93612-1024 319 CHARLES E EVANS 165 CHARTER OAK AVE SAN FRANCISCO CA 94124-1908 320 CHARLES KAYLO MUTUNGA 529 LIVING OAK CT SANTA ROSA CA 95401-5727 321 CHARLES LAMPERTI PO BOX 1382 CITRUS HEIGHTS CA 95611-1382 322 CHARLES MARTIN 6543 LEONARD DR REDDING CA 96001-4933 323 CHARLES NORMAN JUSTICE 940 NANCY CT EUREKA CA 95503-6363 324 CHARLES OSCHBACH PO BOX 243 FORBESTOWN CA 95941-0243 325 CHARLES R SAYLOR JR 2074 WFREMONT AVE FRESNO CA 93711 326 CHARLES T LIND 4240 N BUCKSTONE PL MERIDIAN CA 83646-4571 327 CHARLES YEAGER PO BOX 4359 BIG BEAR LAKE CA 92315-4359 328 CHARNJIT S DHILLON 13708 BALBOA CT FONTANA CA 92336 329 CHASE ULHAQ 82440 BREWSTER DR INDIO CA 92203-3224 330 CHEMELS INT’L MERCHANDISE IN ATTN: ROMMEL CASTELO 6596 MISSION ST DALY CITY CA 94014-2015 331 CHET TAKEUCHI 12629 RALSTON AVE UNIT 12 SYLMAR CA 91342-4664 332 CHIL SHIN 9425 ROSEPORT WAY SACRAMENTO CA 95826-5612 333 CHONG YUP KIM 1321 MARSHALL ST APT 104 REDWOOD CITY CA 94063-2550 334 CHOU LEE 5874 E ERIN AVE FRESNO CA 93727-6548 335 CHRIS ABE 8645 EVERIDGE CT SACRAMENTO CA 95828-7556 336 CHRIS EMM 10967 DEERING ST SAN DIEGO CA 92126-2119 337 CHRIS LOPES 7816 DEBORAH PL LEMON GROVE CA 91945-2901 338 CHRIS LUNDQUIST 5 REX CT ALISO VIEJO CA 92656-4253 339 CHRIS MAROCCO 25030 DE WOLFE RD NEWHALL CA 91321-3404 340 CHRIS RAUDMAN 2911 MONTANA SKY DR REDDING CA 96002-5155 341 CHRIS ROMAN 2774 CREEKSIDE VILLAGE SQ SAN DIEGO CA 92154-3366 342 CHRIS ZIMMERMAN 8912 POLHEMUS DR ELK GROVE CA 95624-2060 343 CHRISTIAN - 2ND BALLESTEROS 10307 BOULDER RIDGE CT STOCKTON CA 95209-4535 344 CHRISTIAN COOK 4051 FORNI RD PLACERVILLE CA 95667-6804 345 CHRISTIAN GALINDO 13626 DICKY ST WHITTIER CA 90631 346 CHRISTIAN JESUS LAIJA 1010 GAI DR SAN DIEGO CA 92154-2609 347 CHRISTIAN LUNDQUIST 5 REX CT ALISO VIEJO CA 92656 348 CHRISTOFFER GIFFORD 654 MALARIN AVE SANTA CLARA CA 95050-6942 349 CHRISTON NIEWOHNER 646 E PALO ALTO AVE FRESNO CA 93710-3914 350 CHRISTOPHER DAVISON DBA DAVISON 877 W 13TH ST APT 3 AZUSA CA 91702-1943 351 CHRISTOPHER EATON 12617 SUNBIRD LN VICTORVILLE CA 92392-7493 352 CHRISTOPHER FLEMING 7142 ORANGETHORPE AVE SPC 31B BUENA PARK CA 90621-3398 353 CHRISTOPHER J DUBAY 3951 STOCKDALE DR SAINT PAUL MN 55127-7519 354 CHRISTOPHER L CORRELL 2133 W 1ST AVE SAN BERNARDINO CA 92407-6237 355 CHRISTOPHER SANDS 114 PAINTED POST LN SHAVANO PARK TX 78231 356 CHRISTOPHER T MUSSER 13252 IDYL DR LAKESIDE CA 92040-4708 357 CHRISTOPHER THOMAS CLINNIN 1934 HORNBLEND ST SAN DIEGO CA 92109 358 CHRISTOPHER VILLAMOR 5380 CONCERTO CIR CONCORD CA 94521-5352 359 CHUNG P LI 44580 MONTCLAIRE CT FREMONT CA 94539-6096 360 CHUYI VANG LEE 6649 E LANE AVE FRESNO CA 93727-5842
8 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
361 CINDY LEE DELARA 308 EL PASEO RD OJAI CA 93023-2448 362 CINDY MARIE ELIZALDI 725 E ROMIE LN APT E23 SALINAS CA 93901-4219 363 CIQUEIRA TRANSPORT ATTN: CELLO LEAO 317 N FREMONT ST SAN MATEO CA 94401-1831 364 CISCO SHIPPING LLC ATTN: FRANCISCO J MORALES 1100 CALLE DEL CERRO APT 50 SAN CLEMENTE CA 92672-6025 365 CLARENCE MURDOCK JR 105655TH ST OAKLAND CA 94608 366 CLARENCE YOUNGER 5797 CAPILANO DR SAN JOSE CA 95138-2364 367 CLARKEN INC ATTN: SHANE CLARK 1845 ANAHEIM AVE # 19 COSTA MESA CA 92627-5028 368 CLAUDE W MOORE 2001 N RANCHO AVE APT 30B COLTON CA 92324-1256 369 CLAUDIO SANTOS 1035 ASTER AVE APT 1150 SUNNYVALE CA 94086-2217 370 CLAUDIO SILVA 2025 W EL CAMINO AVE APT 202 SACRAMENTO CA 95833-2946 371 CLAUDIO SILVA 3258 MAUI ST WEST SACRAMENTO CA 95833 372 CLAYTON SIMONE PO BOX 756 HELENDALE CA 92342-0756 373 CLEBER F BRASILEIRO 285 HEARST AVE SAN FRANCISCO CA 94131-3126 374 CLEBER R SILVA 995 WESTWOOD ST HAYWARD CA 94544-4415 375 CLINTON BANDY 7667 KELLEY DR APT 16 STOCKTON CA 95207-1154 376 CLOVIS DE MENEZES 304 AVALON DR PACIFICA CA 94044-2310 377 CLS DELIVERY INC ATTN: CLAUDIO SILVA 2025 W EL CAMINO AVEAPT 202 SACRAMENTO CA 95833 378 CLYDE M STIREWALT JR 6185 PATRICIA CT SAN BERNARDINO CA 92407-2059 379 CLYDO TRUCKING INC - 6 ATTN: CLYDE STIREWALT 6185 PATRICIA COURT SAN BERNARDINO CA 32407 380 CODDAD’S INC ATTN: KARL ARNOLD 815 PINE HILL RD EUREKA CA 95503-9621 381 COE SERVICES INC ATTN: JAMES COE 18910 LEDAN ST NORTHRIDGE CA 91324-3707 382 COLIN HERDON BOYD 1360 S YNEZ AVE MONTEREY PARK CA 91754-5304 383 CONGA LEE SMITH INC ATTN: CONGA LEIGH SMITH 8807 S GRAMERCY PL LOS ANGELES CA 90047-3206 384 CONTE SLATON 1269 SABAL DR SAN JOSE CA 95132-2750 385 COREY MITCHELL 2938 MOSS CREEK CT STOCKTON CA 95219-8019 386 CRAIG CADDOW 31396 VIA VENTANA THOUSAND PALMS CA 92276-3387 387 CRAIG HEALY 1536 JAMIE DR YUBA CITY CA 95993 388 CRAIG UNDERWOOD 318 E BOUNDS RD VENTURA CA 93001-1157 389 CRESENCIO SALAS 422 MARIOTT RD SANTA MARIA CA 93454-7860 390 CRISTIAN GALINDO 13626 DICKY ST WHITTIER CA 90605-2949 391 CRYSTAL JOHNSON 11960 ADELPHIA AVE PACOIMA CA 91331-1001 392 CURTIS EDWARD GRIFFIN 196 N KATHERINE DR VENTURA CA 93003-1509 393 CURTIS JAMES STAHL 14041 BEAR MOUNTAIN RD REDDING CA 96003-7816 394 CURTIS JOHN COLE 1754 CORSICA DR YUBA CITY CA 95993-1633 395 D CAMARGOS TRUCKING LLC ATTN: WALTER ALCANTARA 1000 CIVIC CENTER DR APT 4 SANTA CLARA CA 95050-4260 SILVA 396 D&B TRUCKING INC ATTN: SHAWN SHELDON 14571 SANTA FE TRL VICTORVILLE CA 92392-6132 ANTOINE 397 DACKERY HARDEMAN 8465 MERRY HILL WAY ELK GROVE CA 95624-5001 398 DALE BASS 1322 PONCE DE LEON AVE STOCKTON CA 95209-2624 399 DALE BRIAN ROSE 1967 MANZANA WAY SAN DIEGO CA 92139-4049 400 DALE KAJIWARA 772 HARVEY WAY SACRAMENTO CA 95831-4724 401 DALE L MORRIS 2220 ABBOTT AV ASHLAND OR 97520 402 DALE RICHARD WALLACE 13213 FERNIE WAY REDDING CA 96003-8104 403 DALIBOR STANKOVIC PO BOX 20521 CASTRO VALLEY CA 94546-8521 404 DALVIR SEMBHI 1814 GORDON VERNER CIR STOCKTON CA 95206-6141 405 DAN ALBERRY BREAKEY 3191 SAN NICOLAS RD WEST SACRAMENTO CA 95691-5854
9 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
406 DAN FERRON 102 DIAMOND DR WATSONVILLE CA 95076-3184
407 DAN OTELL 1666 GARNET AVE SAN DIEGO CA 92109-3116
408 DANA L BECKETT 5913 TANGERINE AVE SACRAMENTO CA 95823-3870
409 DANIEL - 2ND VAN CAPRINI 1145 MANZANITA DR MILLBRAE CA 94030
410 DANIEL BELTRAN 927 PACIFIC AVE SANTA ROSA CA 95404-3450
411 DANIEL C DE WAAL 6935 ALAMO WAY LA MESA CA 91941-5861
412 DANIEL DELANEY 1212 GRASSY HOLLOW WA PASO ROBLES CA 93446
413 DANIEL G- 2ND VAN OCHOA 11777 MALAGON DR FONTANA CA 92337-0927
414 DANIEL GONZALES 16254 W PORT AU PRINCE LN SURPRISE AZ 85379-5142
415 DANIEL J MCMENAMIN 75 DIABLO CT FAIRFIELD CA 94533-2815
416 DANIEL L MOLNAR 7895 VIA MONTEBELLO UNIT 6 SAN DIEGO CA 92129-5172
417 DANIEL LYNDELL PAYNE 595 SANDALWOOD DR EL CAJON CA 92126
418 DANIEL MCDEVITT 536 COMSTOCK DR BELVEDERE TIBURON CA 94920-1310
419 DANIEL NELSON 13241 IOWA ST WESTMINSTER CA 92683-2614
420 DANIEL ORTIZ 3401 SHAWNEE DR MODESTO CA 95350-0470
421 DANIEL P MURRAY 5106 ALDERSYDE RD OAK FOREST IL 60452
422 DANIEL PETERSON 474 OBSERVATORY AVE UKIAH CA 95482-5642
423 DANIEL REYES 15934 HESPERIAN BL SAN LORENZO CA 94580
424 DANIEL ROMO 2028 MILLER AVE MODESTO CA 95354-2925
425 DANIEL ROSALES 13901 OLIVE VIEW LN #69 SYLMAR CA 91342
426 DANIEL SALDANA 489 N ANGELINA DR PLACENTIA CA 92870-5040
427 DANIEL SANCHEZ 4560 E NORMAL AVE FRESNO CA 93703-3452
428 DANIEL SANTISTEVAN 1240 HACIENDA DR OXNARD CA 93030-0413
429 DANIEL VINAS DUTRA 415 DAIRY RD STE E KAHULUI HI 96732-2348
430 DANIEL YANG 5821 DRY CREEK RD APT 61 RIO LINDA CA 95673-5131
431 DANILLO ORELANA 1554 W HOLGUIN ST LANCASTER CA 93534-5423
432 DANILO DE MORAIS SIQUEIRA 870 E EL CAMINO REAL #314 SUNNYVALE CA 94087 433 DANMAR P&D CORP ATTN: DANIEL SALDANA 489 N ANGELINA DR PLACENTIA CA 92870-5040
434 DANNY K- 3RD VAN HAGAR 2565 E SPICE WAY FRESNO CA 93720-4933
435 DANNY VALDERRAMA 132 ORANGE ST KINGSBURG CA 93631-2613
436 DARIN WATSON 901 RUSSELL AVE APT 113 SANTA ROSA CA 95403-2691
437 DARMINDER SING 2636 NEWHALL ST APT 31 SANTA CLARA CA 95050-6366
438 DAROLD NETSER 7827 PEERLESS AVE ORANGEVALE CA 95662-2236
439 DARRELL P IOANE 24020 ALICE ST HAYWARD CA 94541-6416
440 DARREN RAY HALL 785 SAO JORGE WAY SACRAMENTO CA 95831-4719
441 DARRYL KEITH RUSS 6855 SETTLERS TRL SHINGLE SPRINGS CA 95682-8022
442 DARRYLE E FERNANDEZ 1135 MONTEREY PL ENCINITAS CA 92024
443 DARRYLE FERNANDEZ 1135 MONTEREY PL ENCINITAS CA 92024-1340
444 DAVE BERGLUND 1217 CYPRESS POINT LN APT 106 VENTURA CA 93003-6082
445 DAVE SLICK 3425 MOUNT VERNON AVE RIVERSIDE CA 92507-4018
446 DAVID - 2ND VAN HEMSLEY 14508 HALTER CT FONTANA CA 92336-0189
447 DAVID A BRADY 14392 BETHANY AVE CHINO CA 91710-1333
448 DAVID B RANDEL 811 BARRI DR SAN LEANDRO CA 94578-4011
449 DAVID BARRAGAN 3653 BETA ST SAN DIEGO CA 92113-3928
450 DAVID BOZARTH 1908 WALTZER RD SANTA ROSA CA 95403-1889
10 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
451 DAVID CARLOS 1408 4TH ST NAPA CA 94559
452 DAVID CUSHMAN 190 HOFFMAN AVE APT 78 AUBURN CA 95603-4232
453 DAVID D’ATTILIO 5070 CABRILLO PT DISCOVERY BAY CA 94505-9480
454 DAVID DUAFALA 1149 BRENT PARK CT HENDERSON NV 89002
455 DAVID EDWARD HASTON 1015 KARSH PONOMA CA 93436
456 DAVID ERIKSEN 25861 FOREST DR ESCONDIDO CA 92126
457 DAVID GAUMER 741 WPATTERSON LONG BEACH CA 90806
458 DAVID GEORGE DARRAH 2861 ROC RD PLACERVILLE CA 95667-7815
459 DAVID GONZALEZ 6795 AVE DE PALMA RIVERSIDE CA 92509-5612
460 DAVID HEIR 16079 YARNELL ST SYLMAR CA 91342
461 DAVID HOFFMAN 212 CIMARRON AVE PLACENTIA CA 92870-2914
462 DAVID J HAMMETT PO BOX 492877 REDDING CA 96049-2877
463 DAVID J HOLLER III 2 N LAKE DR ANTIOCH CA 94509-1934
464 DAVID J WALTERS 13841 DURANGO DR DEL MAR CA 92014-3115
465 DAVID JONES 11030 COLUMBUS ST SANTEE CA 92071-1972
466 DAVID JOSEPH KANKIEWICZ 2522 WAH AVE SACRAMENTO CA 95822-4414
467 DAVID L COOPER 8101 RANNOCK DR STOCKTON CA 95210
468 DAVID LARES NAVARRO 18361 HERCULES ST HESPERIA CA 92345-5545
469 DAVID MARTINEZ 1650 FISHING FORD RD BELFAST TN 37019-2054
470 DAVID MAURICIO RUBIO 592 PROSPECT AVE RIVERSIDE CA 92507-1719
471 DAVID MCCASKEY 4875 MOWRY AVE APT 211 FREMONT CA 94538-1169
472 DAVID NELSON PO BOX 1253 FRAZIER PARK CA 93225
473 DAVID PEARL 33 WINTERMIST IRVINE CA 92614-7518
474 DAVID PRICE 2801 N BRISTOL #43 SANTA ANA CA 97706
475 DAVID RAMOS 1094 OAKPOINT DR BAY POINT CA 94565-7619
476 DAVID SCHEETZ 1415 OAK KNOLL RD SANTA MARIA CA 93455-4407
477 DAVID SMEDLEY 9449 CHICORY FIELD WAY ELK GROVE CA 95624-6058
478 DAVID TENNEY 6431 LAKE TAHOE CT SAN DIEGO CA 92119-2534
479 DAVID TERAN 120 N C ST MADERA CA 93638-3227
480 DAVID WALTERS 13841 DURANGO DR DEL MAR CA 92014-3115
481 DAVID WAYNE KIMBLE 28762 LAKEVIEW AVE NUEVO CA 92567-9702
482 DAVID ZARAGOZA 2105 YORKSHIRE RD SACRAMENTO CA 95815-4139 483 DAVID’S DELIVERY SERVICE INC ATTN: DAVID HEMSLEY 14508 HALTER CT FONTANA CA 92336-0189
484 DEAN ALEXANDER 312 PREWETT DR FOLSOM CA 95630-6524
485 DEAN HESTER 1242 SE 46TH AV PORTLAND OR 97215
486 DEAN T WILEY 26415 KIMBERLY LN SAN JUAN CAPISTRANO CA 92675-1138
487 DEBORA TOLEDO 1909 BLUE SKY LN SANTA ROSA CA 95407-4543 488 DECHSONE INC ATTN: NEJDIK TOROSSIAN 4904 TREND TER LA CRESCENTA CA 91214-1070
489 DECLIEUX FILHO 449 15TH AVE APT 102 SAN FRANCISCO CA 94118-2838
490 DECLIEUX M FILHO 449 15TH AVE APT 102 SAN FRANCISCO CA 94118-2838
491 DEIDSON DE CARMARGOS 1300 KENTUCKY DR CONCORD CA 94521-4645 492 DEL RENO INC ATTN: ROBERT ORNELAS 1360 LUELLA DR LOS ANGELES CA 90063-3207
493 DELANIOUS WARD 8499 MARVISTA CT ELK GROVE CA 95624-4504
494 DELIA VIDAIRE DIMPEL 74820 VILLAGE CENTER DR APT 2 INDIAN WELLS CA 92210-7224 495 DELOPE DELIVERY INC ATTN: RICHARD DELOPE 230 PERSIMMON DR WINDSOR CA 95492-8181
11 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
496 DENALI ROADWAY INC ATTN: VICTOR MANUEL 4910 W 142ND ST HAWTHORNE CA 90250-6604 MONTES 497 DENIS CHERNIK 808 UNION ST SACRAMENTO CA 95838-4363 498 DENISE NOLAND 3350 TEA ROSE DR EL DORADO HILLS CA 95762-6568 499 DENNIS AGUILAR 7583 EL ARCO ST RANCHO CUCAMONGA CA 91730-1031 500 DENNIS BARBER 8029 ELDEN AVE WHITTIER CA 90602-2651 501 DENNIS BUZARD 1239 S ARROWHEAD AVE BLOOMINGTON CA 92316-4118 502 DENNIS CHARLES CHARTIER 1946 MANCHESTER DR REDDING CA 96002-0816 503 DENNIS RAY WARD 2122 E CROMWELL AVE FRESNO CA 93720-0203 504 DENNIS S GRANGER 8978 ORCHARD DR CHESTERTOWN CA 21620-3406 505 DENNIS SOTELLO 5704 BALITMORE #305 LA MESA CA 92019 506 DENNIS VILLALOBOS 12828 RAMONA BLVD BALDWIN PARK CA 91706-3663 507 DENNIS W SMITH 7383 FALLWOOD WAY CITRUS HEIGHTS CA 95621-1312 508 DENNIS WAYNE FISK 1006 GRACELAND PL PILOT HILL CA 95664-9668 509 DEPENDABLE DEL SOLUTIONS INC ATTN: GEORGE VANGELOV 977 OLIVEGLEN GOVE CONCORD CA 94521 510 DEREK BISHOP PO BOX 115 MOKELUMNE HILL CA 95245 511 DEREK EMILE HARRISON II DBA DEREK HARRISON 5427 ANCHOR BAY WAY ELK GROVE CA 95758-6849 512 DEREK HARNESS 708 W LARK CT VISALIA CA 93291-1855 513 DEREK WILLIAMS INC ATTN: DEREK WILLIAMS 416 DRAKE RD ARCADIA CA 91007-6252 514 DERIC HAMMOCK PO BOX 340551 SACRAMENTO CA 95834 515 DHARMINDER SINGH 4101 BRISTLECONE WAY LIVERMORE CA 94551-7104 516 DHAVAL TRIVEDI PO BOX 1274 CAMARILLO CA 93011-1274 517 DIANE A SKINNER 200 BUENA TIERRA WAY WINDSOR CA 95492-8313 518 DIANE L LEAL 4664 KILARNEY CIR SANTA ROSA CA 95403-0105 519 DIDIER ARTEAGA 246 ALDER ST ARROYO GRANDE CA 93420-3147 520 DIEGO ROMERO 6335 GENTRY ST # A HUNTINGTON PARK CA 90255-4401 521 DIEGO ROMERO 6335 GENTRY ST APT A HUNTINGTON PARK CA 90255-4401 522 DIEGO TIALOC ORTIZ 451 EBBETTS PASS RD VALLEJO CA 94589-1606 523 DIKSON SILVA 204 3RD ST APT B ROSEVILLE CA 95678-3106 524 DILSON DINIZ 5023 HOLLOW RIDGE WAY ANTIOCH CA 94531-8073 525 DIMAS TADEU FERREIRA 35 GLEN VALLEY CIR DANVILLE CA 94526-4966 526 DINO J REALI 2814 AZEVEDO DR SACRAMENTO CA 95833-1432 527 DINO MARTINEZ 10813 BEVERLY DR WHITTIER CA 90601 528 DION ARABSHAHI 3725 SIERRAWOOD CT CONCORD CA 94519-1423 529 DIVINO BARRETO 1770A LOMBARD ST # 3 SAN FRANCISCO CA 94123-2974 530 DOD LEW 1138 WALNUT GROVE AVE APT A ROSEMEAD CA 91770-3746 531 DOMINGO RAMIREZ 2949 BOSTON AVE SAN DIEGO CA 92113-3726 532 DON BROTHERS 854 MILVALE LANE SAN JOSE CA 95136 533 DON C VILLANUEVA 805 ROYAL ELM LN LAS VEGAS NV 89144-1419 534 DONALD ALONZA PIERCE JR DBA DONALD PIERCE 1525 SETTLERS CT FOLSOM CA 95630-7668 535 DONALD BARNES PO BOX 465 ANGELS CAMP CA 95222-0465 536 DONALD KELTNER 1547 DENVER WAY MERCED CA 95348-1565 537 DONALD M MORSE 7990 ORABELLE CT SACRAMENTO CA 95828-5256 538 DONALD R KEITHLEY 13019 CORNISHCREST RD WHITTIER CA 90605-2716 539 DONALD RAYMOMD COOMBS 3438 MONTCLAIRE ST SACRAMENTO CA 95821-3117 540 DONALD W DEPUGH 419 ANSON AVE ROHNERT PARK CA 94928-3333
12 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
541 DONALD WAYNE SMITH 248 15TH ST RICHMOND CA 94801 542 DONAND ANTHONY HAMPTON 859 WASHINGTON ST # 118 RED BLUFF CA 96080-2704 543 DONNELL DIXON 633 CORI DR HEMET CA 92543-1444 544 DONNIE BURWELL 4563 TYE CIR LAVERNE CA 92750 545 DONOVAN CABALLERO 10411 HAZARD AVE GARDEN GROVE CA 92843-5104 546 DORIAN HENDERSON 1401 E SANTO ANTONIO DR COLTON CA 92324-4201 547 DOUG HOOPES 3154 E MILLBRAE AVE FRESNO CA 93710-4939 548 DOUGLAS D ROOD 105 HAZEL LN NIPOMO CA 93444-9674 549 DOUGLAS FOSTER 2993 COPPER CREEK DR REDDING CA 96002-5202 550 DOUGLAS LANE 5405 MARIGOLD LN SANTA ROSA CA 95403-7728 551 DOUGLAS PITTER 1328 ESPLANADE APT 7 CHICO CA 95926-7904 552 DOUGLAS V TANK 1406 AKSLAND DR MANTECA CA 95336-3216 553 DRAGAN SIMIC 24 CALAIS ST LAGUNA NIGUEL CA 92677-5415 554 DT ENTERPRISES INC ATTN: DWIGHT THOMAS PO BOX 2212 UNION CITY CA 94587-7212 555 DUANE CAMACHO 493 EL CAMINO DR FAIRFIELD CA 94533-7230 556 DUILIO ARAUJO FILHO 1884 LEANINE OAK DR FAIRFIELD CA 94534 557 DUNG T PHAM 1441 N SCAFFER ORANGE CA 92867 558 DWIGHT THOMAS 2629 SPINDRIFT CI HAYWARD CA 94545 559 EARL DENNIS 255 S EUREKA ST REDLANDS CA 92373-5112 560 EARL NEFF 5098 FOOTHILLS BLVD STE 3 ROSEVILLE CA 95747-6526 561 EBAN KESSLER 3728 HERITAGE DR ANTIOCH CA 94509-6121 562 EBER 2ND SOLIS 9205 BURNET AVE NORTH HILLS CA 91343-2349 563 EBER MENDES DE LIMA 473 CORK HARBOUR CIR APT A REDWOOD CITY CA 94065-1663 564 EBER NASCIMENTO 1634 LA PRESA AVE SPRING VALLEY CA 91977-4448 565 ED TWEED 1852 GLASTONBURY CIR ROSEVILLE CA 95747-6444 566 EDDIE ARAIZA 1627 OLEANDER AVE CHULA VISTA CA 91911-6005 567 EDEVANO PEREIRA SOUZA 229 BOARDWOAK COURT APT B SAN BRUNO CA 94066 568 EDGAR GAJETE ZAFARALLA 1454 SONYA LN SANTA MARIA CA 93458-8365 569 EDGAR RIZKALLAH PO BOX 20521 CASTRO VALLEY CA 94546-8521 570 EDGAR TORRES 6647 ELMER AVE APT 3 NORTH HOLLYWOOD CA 91606-1811 571 EDGARDO VERGARA 4948 SPUR WA ANTIOCH CA 94531 572 EDS TRANSPORTATION CO INC ATTN: EDWIN YANG ZHAO 34548 SOMERSET TER FREMONT CA 94555-3258 573 EDSON M SILVA 4 SCHOONER CT RICHMOND CA 94804 574 EDSON MOREIRA 1350 REGENT DR CONCORD CA 94518 575 EDUARDO A CARDENAS 11025 WOODWARD AVE SUNLAND CA 91040-2245 576 EDUARDO BASANTE 280 LAKE MERCED BLVD DALY CITY CA 94015-3168 577 EDUARDO CHUA 2492 GIBRALTER DR MANTECA CA 95337-8244 578 EDUARDO COVARRUBIAS 12693 NINEBARK ST MORENO VALLEY CA 92553-1209 579 EDUARDO FURTADO 40 CELA COURT WALNUT CREEK CA 94549 580 EDUARDO HOPKINS 8515 MIRAMAR PL SAN DIEGO CA 92121-2529 581 EDUARDO MACIEL 3820 SHINGLEWOOD CT UNION CITY CA 94587-2658 582 EDUARDO MORA 6623 CLARKSON AVE BELL CA 90201-2536 583 EDUARDO PUCCI 1090 CAROLAN AVE APT 101 BURLINGAME CA 94010-2517 584 EDWARD BAROS 2221 ASILOMAR DR ANTIOCH CA 94509-7777 585 EDWARD BEAN 5553 FULCHER AV NORTH HOLLYWOOD CA 91601
13 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
586 EDWARD ESTACIO 15001 SUNNYBANK AVE BAKERSFIELD CA 93314-8706 587 EDWARD J LEEMAN 8505 ALLISTER WA ELK GROVE CA 95624 588 EDWARD KAUFMAN 10321 MAP ROCK RD MELBA ID 83641 589 EDWARD LARIOZA 226 N LELAND AVE WEST COVINA CA 91790-1927 590 EDWARD RODRIGUEZ 3647 E 54TH ST MAYWOOD CA 90270-4104 591 EDWARD RODRUGUEZ 3647 E 54TH ST MAYWOOD CA 90270-4104 592 EDWARD SMITH 19113 KEMP AVE CARSON CA 90746-2836 593 EDWIN MARTINEZ 44052 GLENRAVEN RD LANCASTER CA 93535-3651 594 EDWIN ROBERTO BARRIOS 13139 TWINFLOWER CT MORENO VALLEY CA 92553-0821 595 EDWIN SAPARA-GRANT 2629 W 235TH ST APT A TORRANCE CA 90505-4246 596 EEI INC ATTN: GIRIK ISSAIAN 3041 PADDINGTON RD GLENDALE CA 91206-1334 597 ELGIN PATRICK DE LA CRUZ 574 N ARDEN BLVD LOS ANGELES CA 90004-1209 598 ELIAS E SOTO 2667 ACORN GLEN PL ONTARIO CA 91767 599 ELIEZER ORTIZ 3436 COBBLESTONE DR ROCKLIN CA 95765-4153 600 ELISEO ARGUETA 1773 ROYAL AVE SAN MATEO CA 94401-3436 601 ELISIANO KAUTZMANN PO BOX 51873 SAN JOSE CA 95151-5873 602 ELIZABETH GOMEZ 110 W ROSSI ST UNIT 15 SALINAS CA 93901-1458 603 ELMER LOPEZ 38048 AIDEA ST PALMDALE CA 93552-3408 604 ELMER SANTOS ENRIQUEZ 1625 DOLAN AVE SAN MATEO CA 94401-2124 605 ELOY D MORENO 4521 BARTLESON RD SEBASTOPOL CA 95472-6008 606 ELSON DACOSTA 109 SWEET GUM CT HERCULES CA 94547-2695 607 ELVEN BAILEY 6094 BLOSSOM AVE SAN JOSE CA 95123-4004 608 ELWOOD F COOMBES JR 2258 MONAGHAN CT SPRING VALLEY CA 91977-3653 609 ELY INES 4538 QUEEN ANNE DR UNION CITY CA 94587-3842 610 EMANUEL P PEREZ 8584 VINTAGE PARK DR SACRAMENTO CA 95828-6158 611 EML EXPRESS INC ATTN: EBER MENDES DE LIMA PO BOX 1048 BELMONT CA 94002-1048 612 EMMANUEL EPHRAIM INC ATTN: EPHRAIM PEORO 675 CROCUS DR SAN LEANDRO CA 94578-3809 613 EMMANUEL SOTOMAYOR DEGUZM 1358 PARKER ST SAN LEANDRO CA 94577-3942 614 ENGELBERT VILLALOBOS 12008 BURGESS AVE WHITTIER CA 90604-3006 615 ENRIQUE CAMACHO 16452 SAN FERNANDO MISSION GRANADA HILLS CA 91344-5207 BLVD 616 ENRIQUE GOMEZ 2406 44TH AVE APT 4 SAN FRANCISCO CA 94116-2063 617 ENRIQUE MUNOZ 1549 S MCBRIDE AVE COMMERCE CA 90040-5618 618 ENRIQUE PACHECO 4242 VIA SAN LUIS RIVERSIDE CA 92504-2453 619 EPHRAIM PEORO 142 LOMA VERDE DR SAN LORENZO CA 94580-1782 620 EQUIPO AIT INC ATTN: TYRONE A. TODD 7800 TOPANGA CANYON BLVD APT CANOGA PARK CA 91304-5554 102 621 ERIC BASKETT 3218 W 181ST ST TORRANCE CA 90504-4022 622 ERIC BROWN 1711 MARTIN ST BANNING CA 92220-2102 623 ERIC E PAZ 2003 MAGNOLIA AVE SANGER CA 93657-2962 624 ERIC E PAZ 2535 JENSEN AV SANGER CA 93657 625 ERIC GREGORIO FLORES 5175 MAGNOLIA AVE RIVERSIDE CA 92506-1247 626 ERIC HOSTETTER 1613 CHAPALA ST APT A SANTA BARBARA CA 93101-8930 627 ERIC JAMES YOUNG 1119 ASHBURY CT CAMARILLO CA 93010-4705 628 ERIC JEPPSON 1906 SAMMY WAY ROCKLIN CA 95765-5989 629 ERIC LUCERO 3512 SANTA FE ST RIVERBANK CA 95367 630 ERIC NATHAN MOSQUEDA 2040 ENSIGN WAY SAN JOSE CA 95133-1117
14 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
631 ERIC S ROSE 6110 N CECELIA AVE FRESNO CA 93722-3223 632 ERIC SANDERS 1801 HARPER AVE HERMOSA BEACH CA 90254-3328 633 ERIC SPANGLER 8924 DON RAMON DR STOCKTON CA 95210-1265 634 ERIC WILLIAM WAGNER 1324 SHERRY PL LOMPOC CA 93436-8224 635 ERIK GHERIBIAN 457 W LEXINGTON DR APT 211 GLENDALE CA 91203-2705 636 ERISLENE ALVES MONTEIRO 133 JACARANDA CT HERCULES CA 94547-2689 637 ERIZUESMAY GALVO 184 COPPER BCH GLEN HERCULES CA 94547 638 ERLAN C PORTO 15 PONCETTA DR APT 337 DALY CITY CA 94015-1186 639 ERNEST MERCADO 5082 CORTE ALACANTE OCEANSIDE CA 92057-3429 640 ERNESTO DEL RIO 1728 FRASER CIR CORONA CA 92882-5631 641 ERNESTO GADDESS 7601 PHEASANT DOWN WAY SACRAMENTO CA 95828-5150 642 ERNESTO HERNANDEZ 7006 WOODWARD AVE BELL CA 90201-3641 643 ERNESTO MORENO 1016 RUTLEDGE AVE SANTA ROSA CA 95404-5510 644 ERNESTO RUIZ 4451 TOMLINSON AVE RIVERSIDE CA 92503-2829 645 ERON R GIUFFRIDA 3254 KIMBER CT APT 114 SAN JOSE CA 95124-2368 646 ERVIN FAIRLEY 61 MURDOCK ST RICHMOND CA 94804-1929 647 ERWIN DAWSON 4304 LANDON DR KNOXVILLE TN 37921-3117 648 ESNAPOLES TRANSPORTATION IN ATTN: ERNESTO CHAVEZ 903 LOMBARD ST OXNARD CA 93030-5569 649 ESTANISLAO P MARTINEZ JR 1608 E ATKINS AVE VISALIA CA 93292-7326 650 ESTEBAN MARQUEZ 699 TARLOW ST VENTURA CA 93003-0397 651 EUDES JANSEN FREITAS 1012 MAYBECK LN HERCULES CA 94547-2671 652 EUGENE BISCAILUZ 21816 MARIPOSA RD TEHACHAPI CA 93561 653 EUGENE C FIELDS 1184 SAWGRASS DR TARPON SPRINGS CA 34689-6258 654 EUGENE C SOWA 2384 APACHE DR BISHOP CA 93514-1951 655 EVAN A BROWN 239 OPAL CANYON RD DUARTE CA 91010-1545 656 EVANDRO BOFF 42010 BLACKCOW APT 407 FREMONT CA 94538 657 EVANGOLOS ANTHONY LITSAS II 8205 RAMBLETON WAY ANTELOPE CA 95843-5313 658 EXECUTIVE FINAN FUND INC DBA FX ENT. ATTN: G. DAVIE 16785 SANTANELLA ST SAN DIEGO CA 92127-3307 659 EZEQUIEL FEDERICO MIRANDA 9877 CASPI GARDENS DR UNIT 7 SANTEE CA 92071-1877 660 FABIAN ANDRADE 240 SHRIKE CIR SACRAMENTO CA 95834-2645 661 FABIANO ANDRADE 5505 MISSION ST APT 4 SAN FRANCISCO CA 94112-4201 662 FABIO DE QUEIROZ - 2 ARAUJO 586 35TH AVE SAN FRANCISCO CA 94121-2708 663 FABIO DORATIOTO 11 MORAINE COURT HERCULES CA 94547 664 FABIO FRANCO 110 CRENSHAW CT PACIFICA CA 94044-1004 665 FABIO JIMENEZ LIRA II 1433 RICHMOND RD SANTA PAULA CA 93060-1756 666 FABIO MARTINS 7020 RUE GRANVILLE APT 205 MIAMI BEACH FL 33141-3580 667 FABIO MARTINS 874 DRAKE AVE APT 23 MARIN CITY CA 94925 668 FABRICIO BORGES 77 PALOMA AVE PACIFICA CA 94044-2203 669 FASTACK INC ATTN: FRED A. SMITH 836B SOUTHAMPTON RD STE 272 BENICIA CA 94510-1907 670 FAUX TRANSPORTATION INC ATTN: DANIEL AUSTIN 32 PASEO VIENTO RANCHO SANTA MARGARI CA 92688-3377 BADEAUX 671 FDM SERVICES INC 310 S JEFFERSON ST APT 51C PLACENTIA CA 92870-8481 672 FDX DISTRIBUTING INC 2927 MARCONI AVE APT 58 SACRAMENTO CA 95821-5053 673 FDX GRD ENTERPRISES INC ATTN: ANDREW MUNOZ 2021 HACIENDA RD LA HABRA HEIGHTS CA 90631-7859 674 FDX GROUND INC ATTN: RAQUEL BALLESTEROS 3849 PURPLE FINCH LN MODESTO CA 95355-8514 675 FDX GROUND SHIPPING SRV ATTN: CARLOS ERNESTO 8710 JACMAR AVE WHITTIER CA 90605-2020 TOBIAS
15 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
676 FDX IND TRUCKING ATTN: SHAWN HERBERT 45503 SAIGON AVE LANCASTER CA 93534-1332
677 FED 1 INC 44930 TORTOLA CIR LA QUINTA CA 92253-3957 678 FELIPE LEITE BARRETO DBA FELIPE BARRETO 930 W REMINGTON DR APT 6A SUNNYVALE CA 94087-2123
679 FELIX SEGURA 1710 BLUE SPRUCE WA MILPITAS CA 95035
680 FERMIN EDUARDO MORALES 3915 HALLDALE AVE LOS ANGELES CA 90062-1217
681 FERMIN GARCIA 180 ROBERTA DR WATSONVILLE CA 95076-0942
682 FERMIN MARTINEZ 1043 E COVINA HILLS RD COVINA CA 91724-3621 683 FERNANDO ALCAZAR PEDROZA-2 ATTN: FERNANDO ALCAZAR 1229 POSITAS RD CHULA VISTA CA 91910-7911
684 FERNANDO ALVES TEIXEIRA PINT 543 5TH AVE SAN FRANCISCO CA 94118-3928
685 FERNANDO FLAMENCO 1228 PRINCETON AVE MODESTO CA 95350-4922
686 FERNANDO G BARIANI 1075 ROLLINS RD APT 109 BURLINGAME CA 94010-2587
687 FERNANDO GURGEL 1920 E EMERALD AVE FRESNO CA 93720-4201
688 FERNANDO RODRIGUES ROCHA 1309 GROVE WA HAYWARD CA 94541
689 FERNANDO SILVA 1400 CONTRA COSTA BLVD APT 7 PLEASANT HILL CA 94523-2423 690 FIRST ROCK VENTURES INC ATTN: JOHN STEVEN JACKSON 2900 LA CRESTA DR BAKERSFIELD CA 93305-1346
691 FLAVIO DE OLIVEIRA 1537 MISSOURI ST APT 2 SAN DIEGO CA 92109-3041
692 FLORENCIO J ORENDAIN III 4540 ORANGE AV LONG BEACH CA 90807
693 FLORENTINO P JOSE 2809 12TH ST SAN PABLO CA 94806-2217
694 FLORERO 362 HEARST AVE SAN FRANCISCO CA 94112-1349 695 FRANCARD FDXG LLC ATTN: FRANCISCO CARDENAS 639 FERNGLEN CIR FILLMORE CA 93015-1301
696 FRANCISCO CARLOS REZENDE PO BOX 61197 PALO ALTO CA 94306-6197
697 FRANCISCO DY 2110 W LINCOLN ST LONG BEACH CA 90810-2018
698 FRANCISCO EMAN 170 S BIRCHWOOD ST ANAHEIM CA 92808-1203
699 FRANCISCO J ZARAGOSA 7755 KNOX DR FONTANA CA 92336-8722
700 FRANCISCO JAVIER MEJIA JR 767 N BRAND BLVD SAN FERNANDO CA 91340-2100
701 FRANCISCO MACHADO PO BOX 971 CAPITOLA CA 95010-0971
702 FRANCISCO MAGDALENO 37238 OAK HILL ST PALMDALE CA 93552-4407
703 FRANCISCO MARTINEZ 4039 NOTRE DAME AVE MERCED CA 95348-2112
704 FRANCISCO MORAN 21825 RASHDALL AVE CARSON CA 90745-2929
705 FRANCISCO SOO 2295 SEQUOIA AVE SIMI VALLEY CA 93063-2705
706 FRANK C TANG 1825 MONTEREY BLVD HERMOSA BEACH CA 90254-2907
707 FRANK CASTENADA 19550 E CLENEGA AVE APT 26 COVINA CA 91724
708 FRANK FLORES 2782 STARLIGHT BLVD REDDING CA 96001-3407
709 FRANK HERNANDEZ 460 SAN DIEGO PL SOLEDAD CA 93960-2847
710 FRANK MARTINEZ 137 CHESSHIRE CT OJAI CA 93023-2325
711 FRANK MITCHELL 827 BARCELONA ST SOLEDAD CA 93960
712 FRANK REYES 949 EVELYN AVE ALBANY CA 94706-2013
713 FRANK RICHARD SHARPSKI III 17280 EUCLID ST APT D FOUNTAIN VALLEY CA 92708-4962
714 FRANK VALDIVIESO 8608 PENFIELD AVE WINNETKA CA 91306-1406
715 FRANKIE A TARANTINO JR. 6750 MINERAL DR SAN DIEGO CA 92119
716 FRANKLIN HENRIQUE FERREIRA 12047 ALTA CARMEL CT SAN DIEGO CA 92128
717 FRANKLIN WHITE 1230 BURNETT ST BERKELEY CA 94702
718 FRED MAYEDA 1241 ESCALON DR OXNARD CA 93035-2731
719 FREDERICO A PORTO 2211 STUART ST BERKELEY CA 94705-1025
720 FREDERICO HILLWEGG 42010 BLACOW RD FREMONT CA 94538
16 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
721 FRITZ LEOPOLD 353 KIELY BL SAN JOSE CA 95129 722 FULTON ADMINISTRATION LLC ATTN: JASON J FULTON 1840 MENTONE AVE PASADENA CA 91103-1433 723 FXGC INC ATTN: GILBERT ISSAIAN 1050 MARENGO DR GLENDALE CA 91206-4814 724 G A TRUCKING INC ATTN: GEORGE ARELLANO 375 TWILIGHT CT CAMARILLO CA 93012-7717 725 G&M BROADWAY INC ATTN: WILFREDO PANAJON 1792 W BROADWAY ANAHEIM CA 92804-2673
726 GABE MACIAS 362 WINEMAKER WAY WINDSOR CA 95492-9631
727 GABRIEL ARMANDO VELEZ 689 W SANTA ANA AVE APT 113 CLOVIS CA 93612-3425
728 GABRIEL DAVIS 3779 CENTRE ST SAN DIEGO CA 92103-3613
729 GABRIEL GONZALES 1841 REDWOOD AVE ONTARIO CA 91762-6339
730 GABRIEL HUIZAR 21735 JUNIPER FLATS RD NUEVO CA 92567-9529
731 GABRIEL VALDEZ 1037 S CITRUS AVE LOS ANGELES CA 90019-1641
732 GALDENIO NODA 7630 3RD ST DOWNEY CA 90241-3216
733 GARCIA 180 ROBERTA DR WATSONVILLE CA 95076
734 GARRED RAY LYLE 3029 ESTEPA DR CAMERON PARK CA 95682
735 GARY AKERS 9701 HAWKINS CT ELK GROVE CA 95624-2441
736 GARY EVERETT 13258 ANTIOCH CIR VICTORVILLE CA 92392-7208
737 GARY JOHN ESCUDERO 4231 JADE AVE CYPRESS CA 90630-2048
738 GARY MAST 711 COLUSA AVE OROVILLE 95965
739 GARY MATTOS 2955 5TH ST BIGGS CA 95917
740 GARY RUTHERFORD 1855 E RIVERSIDE DR ONTARIO CA 91761
741 GARY S BOYD 213 MIRA MAR AV LONG BEACH CA 90803
742 GARY SLOAN 3300 MAGOWAN DR SANTA ROSA CA 95405-5118
743 GARY WILLIAMS 1711 OXFORD AVE CLOVIS CA 93612-2685
744 GARY WILLSIE 577 W ESCALON AVE APT 103 CLOVIS CA 93612-5761 745 GARZE INC ATTN: OSCAR GARCIA 1645 GEORGETOWN AVE PALMDALE CA 93550-6160
746 GASPAR CARRILLO 1118 EUCLID AVE LOS ANGELES CA 90023-2957 747 GAUCHO EXPRESS INC ATTN: JOSE MARTINEZ 80 DESCANSO DR UNIT 1206 SAN JOSE CA 95134-1828 748 GCVS INC ATTN: GERALD W MAVRINAC 4333 DATE AVE LA MESA CA 91941-6412
749 GENEROSO GASCON 1651 ESTATES CT SAN JOSE CA 95127-4610
750 GEORGE 2ND VAN CORTEZ 12204 RIVES AVE DOWNEY CA 90242-3424
751 GEORGE A HODGES 578 SCHUMAN PL VENTURA CA 93003
752 GEORGE CHACON 691 RANDOLPH ST POMONA CA 91768-2449
753 GEORGE CORONADO 17534 CANTLAY ST VAN NUYS CA 91406-2311
754 GEORGE D BANUELOS 14445 GRAYSTONE AVE NORWALK CA 90650-4702
755 GEORGE FILLAGA BURGESS 6939 ALCONA ST SAN DIEGO CA 92139
756 GEORGE J REPSOLD 2700 CAHUENGA BLVD E APT 2211 LOS ANGELES CA 90068-2147
757 GEORGE LECA 8749 BRIDALSMITH DR SACRAMENTO CA 95828-6505
758 GEORGE LOUIS AYALA 9290 CHURCH ST GILROY CA 95020-7276
759 GEORGE MILLER 9161 AVE 388 DINUBA CA 93618-9548 760 GEORGE SOLANO DBA SOLANO, GEORGE 16984 RORIMER ST LA PUENTE CA 91744-4941
761 GEORGE TAYLOR 8130 HANSOM DR OAKLAND CA 94605-4211
762 GEORGE VALENCIA 43575 ROEBELENII WAY INDIO CA 92201-8613
763 GEOVANNI PORRAS 12615 ORIZABA AVE DOWNEY CA 90242-4244
764 GEOVANY SILVESTRE SILVA 125 CORONADO AV DALY CITY CA 94015
765 GERALD JOHNSON 10272 MAYA LINDA RD SAN DIEGO CA 92126
17 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
766 GERALD LORENZ 9456 JONES AVE DURHAM CA 95938-9721
767 GERALD REPIEDAD 2 TOLENTINO DR AMERICAN CANYON CA 94503
768 GERALD THOMAS NOVACK 571 ARBOUR LN HOLLISTER CA 95023-7101 769 GERARDO GALLEGOS VARGAS DBA GERARDO VARGAS 2403 KELLA AVE WHITTIER CA 90601-1531
770 GERARDO SALVADOR 2378 OHARA CT SAN JOSE CA 95133-1823 771 GERMAN CORPORATION ATTN: OTONIAL BACA 1512 PENNSYLVANIA AVE APT 2 LOS ANGELES CA 90033-2340
772 GERMAN ZUNO 601 W PALM ST CALEXICO CA 92231-3519 773 GEZZO INVESTMENTS LLC ATTN: ASTESIO OLIVEIRA 502 OASIS VALLEY CT FAIRFIELD CA 94534-6709
774 GHASSON AWWAD PO BOX 1015 CAPITOLA CA 95010-1015 775 GIC ENTERPRISES INC ATTN: ILDA GONZALEZ 15720 CLARKGROVE ST HACIENDA HEIGHTS CA 91745-1506
776 GILBERT ALAN PHILIP 1098 NIGUEL LN SAN JOSE CA 95138-1352
777 GILBERT ALVAREZ 2647 POINTE COUPEE CHINO HILLS CA 91709-5156
778 GILBERT LUCERO 2061 W CATALPA AVE ANAHEIM CA 92801-3408
779 GILBERT MENDIVEL 36 NEW DAWN CIR CHICO CA 95928-6811
780 GILBERTO HENRIQUE MONTEIRO 5418 LOUSINANA DR CONCORD CA 94521
781 GILBERTO RAYA 4621 SAVIERS RD OXNARD CA 93033-7122
782 GILBERTO V VALDOVINOS 12533 1/2 FILMORE ST PACOIMA CA 91331-1210
783 GILLIS GIBSON 3677 N FRESNO ST FRESNO CA 93726-5522
784 GINA MARIE PO BOX 3127 OAKLAND CA 94609-0127 785 GJ TRUCKING INC ATTN: JUAREZ GERARDO 6133 PIMENTA AVE LAKEWOOD CA 90712-1041
786 GLAYSTON SOARES 25200 CARLOS BEE BL HAYWARD CA 94542
787 GLAYSTON SOARES 25200 CARLOS BEE BL HAYWARD CA 94542
788 GLEN A MCLURE JR 891 RAMAR RD BULLHEAD CITY AZ 86442-6473
789 GLEN KUNZ 170 RED MOUNTAIN LN FALLBROOK CA 92028-7700
790 GLENN CHRISS 12957 RAMONA AVE APT 121 CHINO CA 91710-5970
791 GLORIA LESMES 25 BRUSH CREEK CT PITTSBURG CA 94565 792 GM LOGISTICS INC ATTN: GABRIELLA HERNANDEZ 1021 CLINTWOOD AVE LA PUENTE CA 91744-1813
793 GODEMAR I DASILVA 1553 LINCOLN AVE APT 7 SAN RAFAEL CA 94901-1949 794 GOLD COUNTY VENDING SYSTEM ATTN: GERALD W MAVRINAC 4333 DATE AVE LA MESA CA 91941-6412
795 GOMES 870 CAMPUS DR APT #310 DALY CITY CA 95015
796 GONZALO MARTINEZ 6810 RITA AV HUNTINGTON PARK CA 90255 797 GOOD NUFF DELIVERY LLC ATTN: ANGELA SYLVESTER 43040 30TH ST W APT 150 LANCASTER CA 93536-4775
798 GORDON SCOTT BOND 11500 CLAIM STAKE DR RENO NV 89506
799 GRACE MARIANO HOCSON-ISLA 3759 CROW CANYON RD SAN RAMON CA 94582-1472
800 GRANT THOMAS 1924 MIDDELBURG CT MODESTO CA 95356-0749 801 GREEN EXPRESS INC ATTN: STEVE GREEN 44250 VILLETA DR LA QUINTA CA 92253-3874
802 GREG CASTRO 3712 LAURENBURG AVE MODESTO CA 95357-1450
803 GREG HANDY 11101 CONGO RIVER CT RANCHO CORDOVA CA 95670-2832
804 GREG NUNEZ 1408 MCGREGOR AVE PETALUMA CA 94954-3746
805 GREGORY MCCLURE 13636 CALDERON RD SAN DIEGO CA 92129-4414
806 GREGORY SPROULE 358 MAIN ST FORTUNA CA 95540-1819 807 GROUND AVENUE CORP ATTN: JERIKO RETANA 3877 PELL PL UNIT 119 SAN DIEGO CA 92130-4144
808 GROUND FORCE INC 5015 W SAHARA AVE STE 105 LAS VEGAS NV 89146-3469 809 GROUND PARCEL LOGISTICS INC ATTN: RONALD DELA PAZ 7692 DALE ST BUENA PARK CA 90620-2274 810 GROUND TEAM INC SAUL AYON 3914 MURPHY CANYON RD STE SAN DIEGO CA 92123 A218
18 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
811 GUILLEN LUIS 11047 DAYLILLY ST FONTANA CA 92337-6847 812 GUILLERMO - 3RD VAN LOPEZ 5744 SUNFIELD AVE LAKEWOOD CA 90712-1824 813 GUILLERMO NAVARRO 2025 SPENCE RD SALINAS CA 93908 814 GUILLERMO PAQUIAN 3018 WILLOUGHBY RD PARKVILLE CA 21234-4730 815 GUPERTINO MAGANA 25606 VESPUCCI AVE MORENO VALLEY CA 92557-7631 816 GUSTAVO CASTRO 2884 CLAY AV SAN DIEGO CA 92113 817 GUSTAVO GARCIA 5531 N CONTESSA AVE FRESNO CA 93723-7644 818 GUSTAVO LUNA 9014 YEW ST RANCHO CUCAMONGA CA 91730-1299 819 GUSTAVO VENANCIO MARTINS 1999 BCH PARK BLVD APT 3 FOSTER CITY CA 94404-1342 820 GUSTAVO WEIZENMANN 2013 SIERRA RD APT B CONCORD CA 94518-2913 821 GUY M ROBINSON 4572 WILCAT CIR ANTIOCH CA 94531 822 GYASI SNORTON 8024 BRIGHTSIDE CT SACRAMENTO CA 95828-6003 823 H & FAM INC ATTN: HAMLET 2905 N FREDERIC ST BURBANK CA 91504-2119 MOOSAKHANIAN 824 H & H HOLDINGS INC ATTN: RODNEY HOGATE 12642 SCANDIA ST GARDEN GROVE CA 92845-2949 825 HAMID RAHMATI 39639 LESLIE ST FREMONT CA 94538 826 HAMILTON SANTOS 35 BROSNAN ST APT 1 SAN FRANCISCO CA 94103-2328 827 HAN PHAN QUACH PO BOX 245842 SACRAMENTO CA 95824-5842 828 HANNUM DELIVERY LLC ATT: CHARLES WILLIAM 8832 OLIVE LN APT 22 SANTEE CA 92071-4144 HANNUM II 829 HARDEEP S DHALIWAL DBA: HSD DELIVERY SERVICES 10008 HUMBOLDT PEAK CT BAKERSFIELD CA 93311-3079 830 HARMIT S SARWAN 7700 TOPANGA CANYON BLVD CANOGA PARK CA 91304-5571 831 HAROLD B CANTLEY 2701 ROSE MARIE DR BAKERSFIELD CA 93304-4240 832 HAROLD DIGGS 4508 GREEN VALLEY RD FAIRFIELD CA 94534-1313 833 HAROLD GLAZIER 4 SAN ROGUE CT SACRAMENTO CA 95823-5076 834 HAROLD RITESH CHANDRA 9477 LOCKFORD LANE ELK GROVE CA 95823 835 HARRY EUSTACE 1093 E MAIN ST # 140 EL CAJON CA 92021-6247 836 HBGI LLC ATTN: HOWARD B GIPSON JR 586 SCHWERIN ST DALY CITY CA 94014-1609 837 HECTOR BANUELOS 19587 MT MEADOW S HIDDEN VALLEY CA 95467 838 HECTOR CABRALES 532 F AVE NATIONAL CITY CA 91950-2338 839 HECTOR D VARGAS 4828 SELDNER AVE LOS ANGELES CA 90032-4128 840 HECTOR ENRIQUE RAMOS 824 MUSCAT WA MODESTO CA 95356 841 HECTOR MENDEZ 11318 LEFLOSS AVE NORWALK CA 90650-7523 842 HECTOR PLASCENCIA 1521 W 154TH PL GARDENA CA 90247-3207 843 HELIX PADILLA 530 JASMINE ST CHULA VISTA CA 91911-5611 844 HELTON HENRIQUE SANTOS 630 S 8TH ST APT 1 SAN JOSE CA 95112-3974 845 HENGKI TJAHJADI 242 RANGEWOOD DR PITTSBURG CA 94565-2491 846 HENHOPPA INC ATTN: HENRY AUBREY 19716 SHADOWBROOK WAY RIVERSIDE CA 92508-6809 847 HENRY BARRA JR 1043 W SUNNYSIDE AVE VISALIA CA 93277-7439 848 HENRY J POSADA 2098 HOLT DR LODI CA 95242-4812 849 HENRY L HARPER 9824 NEW HOPE RD GALT CA 95632-8807 850 HENRY RAY MARTINEZ 80769 CANYON TRL INDIO CA 92201-8332 851 HENRY RUIZ 4548 ALHAMBRA DR FREMONT CA 94536-5425 852 HERBER SAMUEL MEMBRENO 11566 CUMPSTON ST NORTH HOLLYWOOD CA 91601-2636 853 HERBERT CANAS 1717 ORCHARD AVE LOS ANGELES CA 90006-5317 854 HERICK SANTOS 3655 SUNVIEW TER CONCORD CA 94520-1342 855 HERITAGE LOGISTICS GROUP LLC ATTN: RONALD WILSON LANE PO BOX 565 AMADOR CITY CA 95601-0565
19 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
856 HERLAN OLIVEIRA 161 CRESTWOOD DR APT 3 DALY CITY CA 94015-3244
857 HERMAN MITCHELL JR. 2938 MOSS CREEK CT STOCKTON CA 95219-8019
858 HEVER CARRANZA PO BOX 5993 VALLEJO CA 94591-5993
859 HEVERSON COSTA 75 HIGHLAND AVE DALY CITY CA 94015-4606
860 HEWAD WARDAK 29756 SEA SHORE LN LAGUNA NIGUEL CA 92677-1693
861 HIEP VAN NGUYEN 10289 MARLAW WAY ELK GROVE CA 95757-1653
862 HILLARY GOODWIN 20626 STONY BROOK CIR RIVERSIDE CA 92508-3148
863 HIRAM R MENDES JR. 304 AVALON DR PACIFICA CA 94044-2310
864 HISHAM ZOABY 3686 W MESQUITE AV QUEEN CREEK AZ 85242 865 HODS INC ATTN: CARLOS HERNANDEZ 7715 GAINFORD ST DOWNEY CA 90240-3729
866 HOLGAR SANCHEZ 8263 BROOKGREEN RD DOWNEY CA 90240-2219 867 HOME DELIVERY SERVICES LLC ATTN: CHRISTIAN ISAAC 10463 CERES AVE WHITTIER CA 90604-1650 AMBRIZ 868 HONAN PEIXOTO 406 88TH ST APT 3 DALY CITY CA 94015-1739
869 HOVHANNES HOPALIAN 2668 E PRYOR DR FRESNO CA 93720-4466
870 HUGO CESAR LOPEZ 5402 BALBOA ARMS DR UNIT 329 SAN DIEGO CA 92117-5072
871 HUGO DIAZ 433 HIGHLAND PL ESCONDIDO CA 92027-3710
872 HUGO DIAZ 520 MYRTLEWOOD CT APT 6 ESCONDIDO CA 92027-2832
873 HUGO VARGAS 1236 W CARLTON AVE WEST COVINA CA 91790-1634
874 HUMBERTO AVELLANEDA 6067 NOROCO DR PICO RIVERA CA 90660-3262
875 HUNG DUC VU 11518 CORTINA PL SAN DIEGO CA 92131-6162
876 IAN JEREMY RAND 4436 UPLAND ST LA MESA CA 91941-6517
877 IAN MOORHEAD 1110 MILLET WAY SACRAMENTO CA 95834-1466 878 IANC INC ATTN: MURAT OZMEN 9122 WASHINGTON AVE WESTMINSTER CA 92683-5528
879 IBAN CASTRO 2333 CHERRY ST SAN LEANDRO CA 94577-5905
880 IBARRA B VALERIANO 2021 WARREN ST SAN FERNANDO CA 91340-1648 881 ICON DELIVERY INC ATTN: DOUG GARAMONI 7661 HALDOR PL BUENA PARK CA 92620
882 IKE COSMAS UKWUEZE 2645 RITCHIE ST OAKLAND CA 94605-3240 883 INC 6TH C & C LOGISTICS ATTN: DANNY HAGAR 2565 E SPICE WAY FRESNO CA 93720-4933 884 INC JUSTIN COUNCIL ATTN: JUSTIN COUNCIL 4059 WATERHOUSE RD OAKLAND CA 94602-1853 885 INC T & A GROUND FORCE ATTN: DONNIE THOMAS PO BOX 212 BIGGS CA 95917-0212
886 INDERJIT SINGH 3281 DIAS DR SAN JOSE CA 95148-1606
887 INFANTINO BROTHERS LLC 108 HORN CT FOLSOM CA 95630-2089
888 ION SOCHIRCA 2024 BENITA DR UNIT 2 RANCHO CORDOVA CA 95670-2534
889 IRA WILLIAMS 8704 PORT HAYWOOD WAY SACRAMENTO CA 95823-7539
890 IRIS FERREIRA PO BOX 591284 SAN FRANCISCO CA 94159
891 IRIS GONCALVES FERREIRA 725 ISTANCIA WAY SAN RAFAEL CA 94903
892 IRSHAD ALI 1201 SERENE CT FAIRFIELD CA 94533-7038
893 ISAAC BORJA 11716 PETENWELL RD SAN DIEGO CA 92131-3622
894 ISABEL GREEN 1930 69TH AVE OAKLAND CA 94621-3403
895 ISAEL FERRAZ 1175 RANCHERO WA SAN JOSE CA 95117
896 ISIDRO BADILLO 352 ENCINITAS AVE SAN DIEGO CA 92114-4909
897 ISMET JAHOVIC 2777 FORBES AVE SANTA CLARA CA 95051-6248
898 ISRAEL FIGUEROA 3334 SAN CARLOS DR SPRING VALLEY CA 91978-1031
899 IVAN ESPINOSA 8367 HONEYCOMB WAY SACRAMENTO CA 95828-6659 900 IVORIAN TRUCKING INC ATTN: THOMAS OURAGA 3520 W 58TH PL LOS ANGELES CA 90043-3004
20 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
901 IZZIEO CORPORATION ATTN: FLORENCIO J ORENDAIN 3264 MUIRFIELD AVE CHINO HILLS CA 91709-2489 III 902 J & E CONTRERAS TRUCKING INC ATTN: JUAN CONTRERAS 6543 COBBLE DR WINTON CA 95388-9243 903 J & H ESTEVA INC ATTN: JOAB ESTEVA 4250 SAN VISCAYA CIR CORONA CA 92882-7955 904 J & J DELIVERY SERVICE ATTN: JOSE L LUGO 6601 MILL CREEK DR BAKERSFIELD CA 93313-4974 905 J & P LIMA INC ATTN: JESUS ZUNIGA 3819 WINCHESTER AVE LOS ANGELES CA 90032-2442 906 J & S DISTRIBUTION SERVICES ATTN: JOSE CASTRO 36745 CLEARWOOD CT PALMDALE CA 93550-8523 907 J MACIELS TRUCKING INC ATTN: JESUS MACIEL 2541 FOXDALE AVE LA HABRA CA 90631-3506 908 J R DESARACHO INC ATTN: JOSE DE SARACHO 4440 W 154TH ST LAWNDALE CA 90260-2003
909 J STUART HUGHES 2448 COWLEY WAY SAN DIEGO CA 92110-1134 910 J&J SERVICES ATTN: JOSE LUGO 1913 MARC A MITSCHER CT BAKERSFIELD CA 93304-7114 911 JAC DELIVERY LLC ATTN: JUAN CAMACHO 4484 COACHMAN WAY SANTA MARIA CA 93455-4244 912 JAC DELIVERY LLC ATTN: JUAN A CAMACHO 4484 COACHMAN WAY SANTA MARIA CA 93455-4244
913 JACK DIAZ 111 CIRCULO DE CASITAS MONTEREY CA 93940-7636
914 JACK L RUST 18849 CEDAR VALLEY WAY NEWHALL CA 91321-2201
915 JACOB A BAKER 777 MESA VISTA DR IVINS UT 84738-6017
916 JACQUELINE CORBELL 2973 HARBOR BLVD # 384 COSTA MESA CA 92626-3912
917 JACQUELINE PHILLIPS 2428 PINERCREST DR SANTA ROSA CA 95403-8939
918 JAGDISH SINGH 1136 MANCHESTER WAY YUBA CITY CA 95991-3486
919 JAGDISH SINGH 2062 NICOLAS DR YUBA CITY 95993
920 JAIME ARGUERA 12323 ROSCOE BLVD SUN VALLEY CA 91352-3721
921 JAIME CALDERON 12865 BRIDGE WATER DR RANCHO CUCAMONGA CA 91739
922 JAIME DE SOUZE 301 MONTEREY BLVD APT 5 SAN FRANCISCO CA 94131-3144
923 JAIME GIRON 392 LOMA DR APT 106 LOS ANGELES CA 90017-1123
924 JAIME MUNOZ 746 CONCEPCION AVE SPRING VALLEY CA 91977-5003
925 JAIME OLIVA 2190 N SCHNOOR ST APT 147 MADERA CA 93637-4958
926 JAIME PEREZ 8210 TAPIA VIA DR RANCHO CUCAMONGA CA 91730-3131
927 JAIME SOLANO 6010 GARDENDALE ST SOUTH GATE CA 90280-7902
928 JAIR DA COSTA JR 116 SAN FELIPE AVE APT A SAN BRUNO CA 94066-5501
929 JAIR DA COSTA MARINHO JR 101 PALMCREST DR APT 4 DALY CITY CA 94015-1411
930 JAIR GUILHEM 768 SPRUCE AVE APT 103 CLOVIS CA 93611-0380
931 JAIRO HERNANDEZ 553 S E ST OXNARD CA 93030-6983
932 JAIRO P MARINS 3100 ROOSEVELT AVE RICHMOND CA 94804-1546
933 JALTON MEZOM DUTRA 369 PALM AVE APT 6 OAKLAND CA 94610-3342
934 JAMES A KLINE 607 SPRUCE ST SANTA ROSA CA 95407-5433
935 JAMES A NICHOLSON 111 BIXBY RD SAN JUAN BAUTISTA CA 95045-9707
936 JAMES BANH 11667 FOREST GROVE ST EL MONTE CA 91732-2221
937 JAMES BURKE 817 W CORAL AVE RIDGECREST CA 93555-5217
938 JAMES CALVIN WESLEY NUNLEYII 3235 MIDAS AVE ROCKLIN CA 95677-1832
939 JAMES CHRISTOPHER CHILDRESS 344 IDAHO AV ESCONDIDO CA 92025
940 JAMES E UPSON 5445 VIA BELLO SAN DIEGO CA 92111-4517
941 JAMES F GIBSON 2011 CREEK LEDGE PL ROUND ROCK TX 78664
942 JAMES GOURSON 9358 SLAYTON RANCH RD FLAGSTAFF AZ 86004-3315
943 JAMES HOLLOWED PO BOX 683 FORESTVILLE CA 95436-0683
944 JAMES JOHN KRAUSE 118 EDNA ST SAN FRANCISCO CA 94112-1805
945 JAMES KING 325 BUSH ST SALINAS CA 93907-2027
21 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
946 JAMES LOUIS BEHRENS PO BOX 80473 SAN DIEGO CA 92138-0473
947 JAMES M PRUITT 34423 WILDWOOD CANYON RD YUCAIPA CA 92399-5039
948 JAMES MERCADO 910 S MAIN ST APT 1 MOUNTAIN HOME AR 72653-4710
949 JAMES NORRIS 3065 MCKINLEYVILLE AVE MCKINLEYVILLE CA 95519-9734
950 JAMES PEOPLES 725 30TH AV EAST MOLINE IL 61244
951 JAMES POWERS 10428 LEHIGH AVE MONTCLAIR CA 91763-4170
952 JAMES PRUITT 716 ADDLER RD GARDNERVILLE NV 89460
953 JAMES RANDLE PARKER 612 ANDRESS CT ROSEVILLE CA 95678-4359
954 JAMES SAN AGUSTIN 3812 TUMBLEWEED CT MODESTO CA 95355-5607
955 JAMES SCHNELL 1810 KENDALL CT ROCKLIN CA 95765-5413
956 JAMES SHEBAN PO BOX 491 APTOS CA 95003
957 JAMES SMITH PO BOX 3184 FONTANA CA 92334
958 JAMES TRENT 30 BUTTERMILK LN SCOTTS VALLEY CA 95066-3605
959 JAMES TRUITT 40216 HEATHROW DR PALMDALE CA 93551
960 JAMIE VARONA 34765 SKYLARK DR UNION CITY CA 94587
961 JAMIEL F SHIEKH 604 GEARY ST SAN FRANCISCO CA 94102-1647
962 JANUSZ M SLUPSKI 12441 GLYNN AVE DOWNEY CA 90242
963 JARIM TOVAR 207 MOHR ST LAKE ELSINORE CA 92530-3330
964 JARRETT RAY 821 TAMARACK LN SUNNYVALE CA 94086-8326
965 JASON ABEYTA 2129 N PALM AVE RIALTO CA 92377-4627
966 JASON ARTEAGO 1198 PALM AVE ATWATER CA 95301-3314
967 JASON CRUZ VALENCIA 9119 HADLEY PL SAN DIEGO CA 92126-1524
968 JASON E SANTIAGO 29135 OCOTILLO DR LAKE ELSINORE CA 92530-7244
969 JASON KEARNEY 933 FAIRWAY DR APT 140 COLTON CA 92324-3143
970 JASON MICHAEL WELCH 58214 PIMLICO ST YUCCA VALLEY CA 92284
971 JASON T VOLKERDING 1654 PARAGON PL HOLIDAY FL 34690 972 JAT TRUCKING ATTN: TY GRANADOS 30356 AVENIDA XIMINO CATHEDRAL CITY CA 92234-2850
973 JAVIER A SANCHEZ 8014 PURITAN ST DOWNEY CA 90242
974 JAVIER ARELLANO 1031 GREENBERRY DR LA PUENTE CA 91744-1937
975 JAVIER GOMEZ 3556 WALTON ST RIVERSIDE CA 92503-5035
976 JAVIER JIMENEZ 1152 N W G4 ANAHEIM CA 92801
977 JAVIER LOZANO 7556 BOBEY AVE RESEDA CA 91335
978 JAVIER OLAGUE JR 16219 DOUBLEGROVE ST LA PUENTE CA 91744-1313
979 JAVIER RUVALCABA 315 GOLDENROD ST SOLEDAD CA 93960
980 JAVIER VASQUEZ 8535 BLACK BRANCH CT SACRAMENTO CA 95828-5445
981 JAY AGATEP 5520 BROOK FALLS CT STOCKTON CA 95219-2446
982 JAY ALLEN TOMLINSON 7044 WILD IRIS DR NASHVILLE LA 37221-5102
983 JAY JOHNSON 7668 EL CAMINO REAL STE #104 615 CARLSBAD CA 92009
984 JAY RAMOS LADRA 3946 MADISON AVE SAN DIEGO CA 92116-4645
985 JAYSON P ROMINE PO BOX 20521 CASTRO VALLEY CA 94546-8521 986 JB EXPRESS INC ATTN: JASON BORDA 12706 CRYSTAL COVE AVE BAKERSFIELD CA 93311-5119
987 JCO INC 7580 JACARANDA AVE FONTANA CA 92336-0702
988 JEFF KRIKAVA 7668 N WOODROW AVE FRESNO CA 93720-0231
989 JEFF OGAN PO BOX 7401 MORENO VALLEY CA 92552-7401
990 JEFFERY D JANSSEN 15172 ESSEX CIR WESTMINSTER CA 92683-6704
22 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
991 JEFFERY ROUNDTREE 1235 S SHARON CI ANAHEIM CA 92804
992 JEFFERY TREADWELL 15 PEREGRINE DR BOISE ID 83716-5010
993 JEFFREY ALAN JOHNSON 44326 4TH ST E LANCASTER CA 93535-3703
994 JEFFREY D ROSS 68130 MOLINOS CT CATHEDRAL CITY CA 92234-5647
995 JEFFREY DUNCAN WADLEY 22606 DEBERRY ST GRAND TERRACE CA 92313-5518
996 JEFFREY G BROWN 14171 CALLE CONTESA VICTORVILLE CA 92392-5489
997 JEFFREY GRIGSBY 1455 E WASHINGTON AVE ESCONDIDO CA 92027-1931
998 JEFFREY JOHANNES GAIDA 963 PEAR ST EL CAJON CA 92021-3250
999 JEFFREY LAWRENCE DUNCAN 1104 COBBLE CREEK CT REDDING CA 96003-4560
1000 JEFFREY MASON 10814 BUTTE VIEW DR GRASS VALLEY CA 95945-4900
1001 JEFFREY ROBERT WILSON 2617 BLACK TERN WAY ELK GROVE CA 95757-8187
1002 JEFFREY ROESCH 13141 KISMET AVE SYLMAR CA 91342-3425
1003 JEFFREY S MORGAN 8845 GARFIELD CIR BUENA PARK CA 90620-3810
1004 JEFFREY WALKER 1143 EVERGREEN LN VISTA CA 92084-1016
1005 JENNIFER ANN DAVIS 4224 COPPER CREEK DR MODESTO CA 95355-8963
1006 JERARDO GARCIA 1993 SHERWOOD DR SANTA MARIA CA 93455-6213
1007 JEREMIAH PEDRAZZI 6301 S ASH AV BROKEN ARROW OK 74011
1008 JEREMIAH ROA 2720 TUBEROSE ST SAN DIEGO CA 92105-4527
1009 JEREMY PRESTON WALKER 1746 DALIA LN MANTECA CA 95337-8785
1010 JEREMY SMITH 14354 SILENT SPRING ST HESPERIA CA 92344
1011 JERRETT HENDERSON 1080 E LASSEN AVE APT 66 CHICO CA 95973-0814
1012 JERRY ALAN FERGUSON 227 PACIFIC DR PARADISE CA 95969-5608
1013 JERRY CONRAD HEATH PO BOX 26 ARROYO GRANDE CA 93421-0026
1014 JERRY HARRINGTON 1414 RAMPART DR ROSEVILLE CA 95661-4749
1015 JERRY LEE CLAAR 3549 ESPLANADE SPC 446 CHICO CA 95973-0239
1016 JERRY REYNOLDS 12233 PLUTO DR VICTORVILLE CA 92392-8669
1017 JESSE DUTRA 2679 KENNEY DR SAN PABLO CA 94806-1551
1018 JESSE FERNANDEZ 952 CAMINITO ESTRELLA CHULA VISTA CA 91910
1019 JESSE GALLEGOS 24131 DEL AMO RD RAMONA CA 92065-4124
1020 JESSE L FOSTER JR 8968 SHASTA LILY DR ELK GROVE CA 95624-3857
1021 JESSE LANCASTER 7584 N DEWOLF AVE CLOVIS CA 93619-9008
1022 JESSE PADILLA 750 SUNNYBROOK DR APT 3 LA HABRA CA 90631-3572
1023 JESSE QUIROZ 264 S PEPPER AVE RIALTO CA 92376-6736
1024 JESUS ABRAHAM ALCARAZ 700 S SYDNEY DR LOS ANGELES CA 90022-1529
1025 JESUS ALCANTAR 5142 SIERRA CROSS WAY RIVERSIDE CA 92509-7801
1026 JESUS ARELLANO 2512 GALISTEO ST CORONA CA 92882-6821
1027 JESUS CORTEZ 1541 ASTORIA PL OXNARD CA 93030-3102
1028 JESUS ENRIQUEZ 2687 VAN GOGH DR OXNARD CA 93033-3944
1029 JESUS LIMA ZUNIGA 3819 WINCHESTER AVE LOS ANGELES CA 90032-2442
1030 JESUS LOERA 18735 ALEXANDER ST PERRIS CA 92570-8457
1031 JESUS LUNA 122 W ELK AV GLENDALE CA 91204
1032 JESUS MACIEL 2541 FOXDALE AVE LA HABRA CA 90631-3506
1033 JESUS NAVARETTE 11067MOGIRK AVE EL MONTE CA 91731
1034 JESUS RODRIGUEZ 7450 SATSUMA AV SUN VALLEY CA 91352
1035 JHONSON SITUMORANG 1265 W ROSEWOOD CT APT B ONTARIO CA 91762-2134
23 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1036 JIM DELA CRUZ 1622 MAGNOLIA LN SAN LEANDRO CA 94577-2642
1037 JIM HUTCHINSON PO BOX 671 BROOKDALE CA 95007-0671
1038 JIM MERTEN 812 W CLOVER RD TRACY CA 95376-1743
1039 JIM STEPHENS 704 SPYGLASS PKWY VALLEJO CA 94591-6914
1040 JIMMY D IRBY 311 SAN MIGUEL CT APT 4 MILPITAS CA 95035-8613
1041 JIRAYR SETAGHIAN 520 E ELMWOOD AVE APT F BURBANK CA 91501-2590 1042 JMR TRUCKING INC ATTN: ROY GUTIERREZ 17509 GERRITT AVE CERRITOS CA 90703-8827
1043 JOAB ESTEVA 4250 SAN VISCAYA CIR CORONA CA 92882-7955 1044 JOANNIE RIOS DBA: JR DELIVERY SERVICES 1011 WOODLAND PARK AVE BAKERSFIELD CA 93311-9255
1045 JOAO DERALDO SANTOS 2130 REDWOOD HWY SPC F19 GREENBRAE CA 94904-3045
1046 JOAO REZENDE 649 OLD COUNTY RD APT 235 BELMONT CA 94002-2623
1047 JOAO T LOPES 1770A LOMBARD ST SAN FRANCISCO CA 94123-2974
1048 JOAQUIM ARANTES NUNES 2038 MCALLISTER ST APT 1 SAN FRANCISCO CA 94118-4428
1049 JOAQUIM JOSE NASCIMENTO 1130 YUBA AVE APT 6 SAN PABLO CA 94806-4268
1050 JOAQUIM LUIZ DEMIRANDA 1591 SEQUOIA AVE SAN BRUNO CA 94066-2648
1051 JOAQUIM NASCIMENTO 12730 SAN PABLO AVE RICHMOND CA 94805-1303
1052 JOAQUIN HERIBERTO BURGOS 8780 BURNET AVE UNIT 8 NORTH HILLS CA 91343-5473
1053 JOARES LASS 2614 STONECREEK DR APT 298 SACRAMENTO CA 95833-1924
1054 JOARES LASS 26775 CALL AVE HAYWARD CA 94548
1055 JOCELYN LAFOND WATSON 1706 AVENIDA ALTA MIRA OCEANSIDE CA 92056-6501
1056 JOE - 2ND VAN COLE 2223 MONTCLAIR ST SAN DIEGO CA 92104-5342
1057 JOE HART 3050 GRAND VIEW AVE OROVILLE CA 95966-5019
1058 JOE HUGENROTH 1117 N VAGEDES AVE FRESNO CA 93728-2936
1059 JOE M COSTA 878 GILCHRIST WALKWAY APT 1 SAN JOSE CA 95133-1350
1060 JOE M RAMIREZ 5108 W MENIO FRESNO CA 93722
1061 JOE MACIAS 26885 CLUB DR MADERA CA 93638-0346
1062 JOE PAMELIA 3460 W SHAW AVE FRESNO CA 93711-3216
1063 JOE PRATO 1220 SYBIL CT ESCONDIDO CA 92026-2129
1064 JOE YANEZ 1007 S CEDAR AVE FULLERTON CA 92833-3716
1065 JOEL ARAIZA 1085 JEFFERSON AVE CHULA VISTA CA 91911-1640
1066 JOEL GARCIA 1526 E 215TH PL CARSON CA 90745-1705
1067 JOEL LIMA FILHO 795 ORKNEY AVE SANTA CLARA CA 95054-2249
1068 JOEL R FRY 12411 MARTHA ANN DR LOS ALAMITOS CA 90720
1069 JOELCI DE PAULA 31 ELLINGTON AVE SAN FRANCISCO CA 94112-3621
1070 JOEY M RODRIGUEZ 5731 HULL WAY SACRAMENTO CA 95823-1537
1071 JOHN A GORDON 13445 LYNWOOD PL GARDEN GROVE CA 92843-2623
1072 JOHN A SPERLING 15820 OCEANVIEW DR BROOKINGS OR 97415
1073 JOHN ANTHONY MARCELLINO 935 DAISY AVE LODI CA 95242-2302
1074 JOHN AVILA 150 GOLDENROD ST SOLEDAD CA 93960-3534
1075 JOHN BAILEY 315 E GLENDALE ST DILLON MT 59725
1076 JOHN BIRMINGHAM 1306 ELM ST ROSEVILLE CA 95678-2013
1077 JOHN C REIS 2917 KATHLEEN ST RIVERSIDE CA 92506-4308
1078 JOHN C SEIBEL 10544 GREENFORD DR SAN DIEGO CA 92126-2846
1079 JOHN CARL SILVA 3909 SHERBROOK DR SANTA ROSA CA 95404-2746
1080 JOHN CHAPMAN 21648 NUTMEG LN SANTA CLARITA CA 91350-1622
24 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1081 JOHN CHAPMAN INC ATTN: JOHN CHAPMAN 21648 NUTMEG LN SANTA CLARITA CA 91350-1622
1082 JOHN CHRISTLIEB 101 MILLS RD VACAVILLE CA 95687-4634
1083 JOHN CHURCHWELL 5449 MONTE VISTA RD ANDERSON CA 96007-8274
1084 JOHN D REECE 2813 BARNETT ST BAKERSFIELD CA 93308-1855
1085 JOHN DUNSON 9961 MISSION HILLS ESTATES CT MISSION HILLS CA 91945
1086 JOHN F DUPREY 149 PATTERSON RD SANTA MARIA CA 93455-4811
1087 JOHN F HOLCOMB PO BOX 34 EARLY CA 50535-0034
1088 JOHN F MACHUT 419 SAN LUIS DR SANTA MARIA CA 93455-1798
1089 JOHN GARY MUNOZ 1168 S ARROWHEAD AVE BLOOMINGTON CA 92316-4116
1090 JOHN GREGORY WEATHERBIE 1204 CINNABAR WAY VACAVILLE CA 95687-7836
1091 JOHN GROSSI 19925 SALLY CT SONORA CA 95370
1092 JOHN GUSMAN 1305 VINCA WA SAN DIEGO CA 92114
1093 JOHN H OWEN 758 VALENTINE CT ONTARIO CA 91762-5649
1094 JOHN HAMETT 6252 N SAN PABLO AVE FRESNO CA 93704-1539
1095 JOHN HARGIS 1826 MASON ST SAN PABLO CA 94806-4815
1096 JOHN J KLOER 790 OAKWOOD ST OJAI CA 93023-3564
1097 JOHN JENSEN 1721 GILLESPIC ST SANTA BARBARA CA 93101
1098 JOHN JOSEPH BATTAGLIA 4102 STOTTS ST RIVERSIDE CA 92503-3840
1099 JOHN K BILLERBECK 3732 OLIVE ST SELMA CA 93662-4534
1100 JOHN KEELING 154 CHADWICK WAY FOLSOM CA 95630-6589
1101 JOHN LABORDE 425 FILBERT ST EL CAJON CA 92020-4611
1102 JOHN LAZAROWICH 581 BLAIRBURRY WAY SAN JOSE CA 95123-1304
1103 JOHN M RUSSELL 2403 WENDY LN BISHOP CA 93514-1945
1104 JOHN MATTHEW FILPI 1341 N UKIAH WAY UPLAND CA 91786-3158
1105 JOHN MCLAUGHLIN 23 VALENCIA CT WINDSOR CA 95492-8316
1106 JOHN MIGUEL RAMOS 1732 EL CERRITO PL LOS ANGELES CA 90028-5887
1107 JOHN MISTERLY IV PO BOX 987 WINSTON OR 97496-0987
1108 JOHN MOROTTI 3828 AMIGO DR MODESTO CA 95356-1006
1109 JOHN R KIRKWOOD 7126 BEECH AVE ORANGEVALE CA 95662-2607
1110 JOHN R MCCARTER 1011 MEIER DR APT B CHICO CA 95926-2023
1111 JOHN RODRIGUEZ 17801 CALLE CAPISTRANO MORENO VALLEY CA 92551-6373
1112 JOHN SANTANA 11448 CHANDLER LN POMONA CA 91766-4667
1113 JOHN SAYAPHET 1221 W LOCUST ST LODI CA 95240-1840
1114 JOHN SMEERDYK 3574 DRIFTWOOD ST CHINO HILLS CA 91709-2031
1115 JOHN STOCKDALE 363 JADE CIR VALLEJO CA 94590-8188
1116 JOHN T CAMACHO 973 COUNTRYWOOD CI VACAVILLE CA 95687
1117 JOHN TOLEN 1722 RECORD LN REDDING CA 96001-5689
1118 JOHN TORRES 16550 LEMON AVE UNIT 1505 ALTO LOMA CA 91737
1119 JOHN VAZQUEZ MORENO PO BOX 431144 SAN YSIDRO CA 92143-1144
1120 JOHN W LOVE 951 S 12TH STREE BANNING CA 92220
1121 JOHN ZOELLICK 2423 THOMAS DR SANTA ROSA CA 95404
1122 JOHNNY CLHOGOLAN 211 1/2 E 37TH ST LOS ANGELES CA 90011-5755
1123 JOHNNY DEL JOHNSON 6169 ALBEMARBE ST SAN DIEGO CA 92139 1124 JOJAELY INC ATTN: JORGE VARGAS 13337 S ST APT 336 CERRITOS CA 90703-7308
1125 JON ROSS 891 ROYAL DR MADERA CA 93637-2995
25 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1126 JON ROUNDY 6815 COUNTY RD 15 ORLAND CA 95963-9130
1127 JON SEATON 23 ANGEL ISLAND CIR SACRAMENTO CA 95831-3703
1128 JONAS CHAVES 53 ALPINE AVE DALY CITY CA 94015-3717
1129 JONATHAN ALBIN 25832 E 35TH ST SAN BERNADINO CA 92410
1130 JONATHAN SPRING 3697 CHELSEA RD CAMERON PARK CA 95682-8912
1131 JOON S- SWING AN 1036 E ST HAYWARD CA 94541-5211
1132 JORGE ARGUELLO 4459 MISSION ST SAN FRANCISCO CA 94112
1133 JORGE CALDERON 1516 W MINERVA AVE ANAHEIM CA 92802-1624
1134 JORGE CARREON DE LOS REYES 2652 PLZ CLAVELES SAN JOSE CA 95132-1460
1135 JORGE DURAN 4070 W 133RD ST APT A HAWTHORNE CA 90250-5908
1136 JORGE GALVAN 3838 E AVE R12 PALMDALE CA 93550-2544
1137 JORGE GURROLA 607 STARDUST DR PLACENTIA CA 92870-4835
1138 JORGE L GARZA 2142 VINCENT AVE HUGHSON CA 95326-9668
1139 JORGE LUIS GONZALEZ 984 LATTIN RD BIGGS CA 95917-9738
1140 JORGE MEDINA 876 CREST DR CHULA VISTA CA 91910-6505
1141 JORGE ORTEGA 9909 TOPANGA CANYON BLVD # 115 CHATSWORTH CA 91311-3602
1142 JORGE PULIDO 12513 ARLINGTON PL CHINO CA 91710-6207
1143 JORGE RAMOS 1753 CALATINA DR POMONA CA 91766-5010
1144 JORGE RODRIGUEZ 324 W SANTA BARBARA ST SANTA PAULA CA 93060-2458
1145 JORGE SANTANA 3015 E AVE S1 PALMDALE CA 93550-6637
1146 JORGE ZEPEDA 3127 W 133RD ST HAWTHORNE CA 90250 1147 JOS DELIVERY INC ATTN: SIDNEY JONES 409 DUPERU DR CROCKETT CA 94525-1572
1148 JOSE - 2ND VAN BACA 2530 COMMODORE ST LOS ANGELES CA 90032-2505
1149 JOSE A CASTILLO 15556 CASTELLION RD FONTANA CA 92337-9002
1150 JOSE A PEREZ 6366 GAGE AVE UNIT 223 BELL GARDENS CA 90201-1862
1151 JOSE ALBERTO MANZO 3335 DURANGO WAY STOCKTON CA 85206
1152 JOSE ALCIDES AGUILAR 25004 FRAMPTON AVE APT 204 HARBOR CITY CA 90710-2886
1153 JOSE ALCIDES AUILAR 1443 N CORONADO ST LOS ANGELES CA 90026-2307
1154 JOSE ALVES 970 VALLEY RUN HERCULES CA 94547-1438
1155 JOSE ANTONIO MONDRAGON 13228 BASSETT DR VICTORVILLE CA 92392-0528
1156 JOSE ARCE 491 WINCHESTER DR WATSONVILLE CA 95076-3180
1157 JOSE CABRERA 37201 PASEO PADRE PK FREMONT CA 94536
1158 JOSE CACERES 6289 AVENIDA DE LAS VISTAS UNIT SAN DIEGO CA 92154-6622 3 1159 JOSE CARLOS DA SILVA 231 DIXON LANDING RD APT 188 MILPITAS CA 95035-2557
1160 JOSE CARLOS DASILVA 231 DIXON LANDING RD APT 188 MILPITAS CA 95035-2557
1161 JOSE CHILIN 4989 1/2 TWINING ST LOS ANGELES CA 90032-2154
1162 JOSE DE GUSTAVO 365 TALBOT AVE APT 8 PACIFICA CA 94044-2657
1163 JOSE DEGRACIA GUAN 2617 E STRONG PL ANAHEIM CA 92806-5020
1164 JOSE EBERARDO ROBLES 715 N AVE S4 LOS ANGELES CA 90042
1165 JOSE ESPINOZA 17708 POND DEROSA LN SALINAS CA 93907-9053
1166 JOSE G IBARRA JR 263 W 15TH ST APT 3 SAN PEDRO CA 90731-4857
1167 JOSE GONCALVES SILVEIRA 630 33RD AVE APT 7 SAN FRANCISCO CA 94121-2746
1168 JOSE K SANCHEZ 2254 IRVINGTON AVE SAN BERNARDINO CA 92408
1169 JOSE L LOPEZ 13040 AZTEC ST SYLMAR CA 91342-2501
1170 JOSE L RUBIO PADILLO 2020 W ALAMEDA AVE APT 12G ANAHEIM CA 92801-5315
26 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1171 JOSE LACERDA 206 CHUMALIA ST # E SAN LEANDRO CA 94577-3706 1172 JOSE LACERDA INC ATTN: JOSE LACERDA 1271 WASHINGTON AVE SAN LEANDRO CA 94577-3646
1173 JOSE LOPES JR 3854 VILLAGE TER APT 128 FREMONT CA 94536-7521
1174 JOSE LUIS MUNOZ 3949 VAN HORNE AVE LOS ANGELES CA 90032-1143
1175 JOSE LUNA 7365 CYPRESS AVE FONTANA CA 92336-1974
1176 JOSE M BUGARIN 897 SANTA BARBARA SOLEDAD CA 93960-3370
1177 JOSE M BUGARIN 897 SANTA BARBARA SOLEDAD CA 93960-3370
1178 JOSE M FRANCO 249 SAN BRUNO AVE BRISBANE CA 94005-1520
1179 JOSE MACIEL 1435 E 71ST ST LOS ANGELES CA 90001-1924
1180 JOSE MARTINEZ 2627 SPENCER CT TRACY CA 95377-8804
1181 JOSE MEJIA 10201 WISNER AVE MISSION HILLS CA 91345-2738
1182 JOSE NAVARRO 636 W 105TH ST LOS ANGELES CA 90044-4426
1183 JOSE OVID 957 VIA TERECINA CHULA VISTA CA 91910-7037
1184 JOSE P GARCIA 720 RIGSBY ST LA HABRA CA 90631-3530
1185 JOSE R PARADA 1150 N WILMINGTON BLVD APT 229 WILMINGTON CA 90744-3275
1186 JOSE RAMIREZ 68 W MARIPOSA ST ALTADENA CA 91001
1187 JOSE RUBEN MERCADO 505 EUCALYPTUS DR SAN JOSE CA 95134-1253
1188 JOSE S VELASQUEZ 3508 CASITAS AVE LOS ANGELES CA 90039-1904
1189 JOSE SANTOS 204 POINT SAL DUNES WAY GUADALUPE CA 93434-1828
1190 JOSE TEIXEIRA 2709 CAMINO CASA BUENA PLEASANTON CA 94566-8635
1191 JOSE TORRES 43 ASBURY WAY PITTSBURG CA 94565-4717
1192 JOSEPH B CHRISTIE 2920 E MUNCIE AVE FRESNO CA 93720-4956
1193 JOSEPH BWERDE 8707 LOS ALTOS DR BUENA PARK CA 90620-3417
1194 JOSEPH DWONCH 272 ATHOL AVE APT A OAKLAND CA 94606-1389
1195 JOSEPH EDWARD FERRIS 10913 VIA BANCO SAN DIEGO CA 92126-7411
1196 JOSEPH FOWLER 1039 CRYSTAL BAY CT UKIAH CA 95482
1197 JOSEPH GUARDANAPO 4530 DAYWALK CIR PENSACOLA FL 32514
1198 JOSEPH HAZWARD 3641 DESANIE CIR BAY POINT CA 94565-1510
1199 JOSEPH HAZWARD 3641 DESANIE CIR BAY POINT CA 94565-1510
1200 JOSEPH HUGENROTH 1117 N VAGEOES FRESNO CA 93728
1201 JOSEPH M COLE 11091 CLAIREMONT MESA BL SAN DIEGO CA 92124
1202 JOSEPH OTANI 1630 JOANNE WAY OXNARD CA 93030-3279
1203 JOSEPH PETRONE 4480 BAJA MISSION RD FALLBROOK CA 92028-9477
1204 JOSEPH RYALL 4172 SANTA RITA WAY SAN JOSE CA 95111-3544
1205 JOSEPH S ISON 1429 9TH ST LOS OSOS CA 93402-1701
1206 JOSEPH SPRENGER 28100 LANDAU BLVD APT 15 CATHEDRAL CITY CA 92234-7495
1207 JOSH BYRD 12041 BARLETT GARDEN GROVE CA 92845
1208 JOSHUA HERNANDEZ 5138 E ASHLAN AVE APT 131 FRESNO CA 93727-7333
1209 JOSUELI JOSE PALOMBO 1411 CASA BUENA DR APT 11 CORTE MADERA CA 94925-1738
1210 JOUBERT DASILVA 3108 LOWELL AV RICHMOND CA 94804
1211 JOYCE AUGUSTSON 11882 SPENCEVILLE RD PENN VALLEY CA 95946-9635 1212 JR DELIVERY SERVICES ATTN: JOANNIE RIOS 1908 MARC A MITSCHER CT BAKERSFIELD CA 93304-7113 1213 JRL INC ATTN: JEFFREY LEAL 6161 ACACIA HILL DR YORBA LINDA CA 92886-5806 1214 JROD INC ATTN: JESUS RODRIGUEZ 621 HALYARD ST PORT HUENEME CA 93041-1214
1215 JUAN ARCEO 1647 13TH ST STOCKTON CA 95206-3886
27 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1216 JUAN BALBUENA 3217 FARNSWORTH AVE LOS ANGELES CA 90032-2339
1217 JUAN CAMACHO 182 E NEWLOVE DR SANTA MARIA CA 93454
1218 JUAN CARLOS CORONA 11657 OXNARD ST N HOLLYWOOD CA 91606
1219 JUAN CARLOS GONZALEZ 5575 N BARCUS AVE FRESNO CA 93722-2561
1220 JUAN CARLOS HIGUERA 28634 MIDSUMMER LN MENIFEE CA 92584-8002
1221 JUAN CERVANTES 2427 N GLENWOOD AVE RIALTO CA 92377-4245
1222 JUAN COREA 3630 MOUNT LASSEN AVE ROSAMOND CA 93560-5903
1223 JUAN DELGADO 4071 FORESTBROOK WAY SAN JOSE CA 95111-1520
1224 JUAN FLORES 1835 W AVE K10 LANCASTER CA 93534-8802
1225 JUAN GRANDE 515 JOHN MUIR DR APT 204 SAN FRANCISCO CA 94132-6035
1226 JUAN HERNANDEZ 1425 POSEIDON WEST COVINA CA 91790-3341
1227 JUAN M OCHOA 10234 ROSEWOOD AVE SOUTH GATE CA 90280-6974
1228 JUAN MENENDEZ 1124 N MAPLE ST BURBANK CA 91505-2434
1229 JUAN MIGUEL TAPIA 11713 S MAIN ST LOS ANGELES CA 90061-1817
1230 JUAN ORELLANA 12801 COMETA AVE SAN FERNANDO CA 91340-1123
1231 JUAN PABLO BENITEZ 3183 NEW HAMPSHIRE DR CORONA CA 92881-8312
1232 JUAN PADILLA 1565 GILMARTIN DR SAN DIEGO CA 92114-7044
1233 JUAN PADILLA 824 RIDGEWATER DR CHULA VISTA CA 91913-3415
1234 JUAN RIVERA 5030 E HAMMOND AVE FRESNO CA 93727-2019
1235 JUAN SUAREZ 4615 E 53RD ST MAYWOOD CA 90270-2420
1236 JUAREZ CIRQUEIRA 1 BLACKFIELD DR # 134 BELVEDERE TIBURON CA 94920-2053
1237 JULES J CALDEIRA III 4011 LAS PASAS WAY SACRAMENTO CA 95864-3039
1238 JULIAN - 2ND VAN CESNEROS 14181 LAKE ST GARDEN GROVE CA 92843-4847
1239 JULIAN CISNEROS 14181 LAKE ST GARDEN GROVE CA 92843-4847
1240 JULIAN ESCAMILLA 28777 DEL MONTE DR SUN CITY CA 92588
1241 JULIAN GONZALEZ 924 PALMS BLVD VENICE CA 90291-3853
1242 JULIAN VILLANUEVA 11270 MICHIGAN ST GRAND TERRACE CA 92313
1243 JULIANA ROCHS 1011 WHIPPLE RD APT 7 HAYWARD CA 94544-7926
1244 JULIO CASAS HERNANDEZ 3219 STOCKBRIDGE AVE LOS ANGELES CA 90032-2924
1245 JULIO CESAR CRUZ RIVERA 607 MYRTLE AVE SOUTH SAN FRANCISCO CA 94080-4532
1246 JULIO CESAR PADILLA 3390 HWY 175 LAKEPORT 95453
1247 JULIO DASILVA 2163 MEEKER AVE APT 201 RICHMOND CA 94804-6410
1248 JULIO NETO 222 COLUMBIA ST APT 104 SANTA CRUZ CA 95060-6536
1249 JULIO NETO 657 24TH AVE APT 48 SANTA CRUZ CA 95062-4230
1250 JULIUS ANTHONY MITCHELL 3124 LAKE DR APT 70 MARINA CA 93933-2848
1251 JURANDIR IVANHINCHEN 1075 OFARRELL ST APT 2 SAN FRANCISCO CA 94109-6835
1252 JUSTIN GROSS 4434 MISSION INN AVE RIVERSIDE CA 92501-3167
1253 JUSTIN J RAYMOND LACY 16619 GUERNEWOOD RD GUERNEVILLE CA 95446-9702
1254 JUSTIN SKIBA 961 SILVERTON CIR LINCOLN CA 95648-8000
1255 JUSTIN WORDEN PO BOX 5622 SANTA MARIA CA 93455
1256 JUSTIN WORDEN PO BOX 5622 SANTA MARIA CA 93456
1257 KALECSKI D MURRAY 1831 ERICSON CIR STOCKTON CA 95206
1258 KAMAL ASIS SINGH 9058 DESCENDANT DR ELK GROVE CA 95758-1239
1259 KAMIL ISSA 7615 MAY WAY SAN RAMON CA 94593
1260 KANYA SAM 425 S AGATE ANAHEIM CA 92806
28 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1261 KARWAN A SALIH 9727 WINTER GARDENS BL LAKESIDE CA 92040 1262 KAWANUA INC ATTN: FRANCISCO EMAN 310 S JEFFERSON ST APT 51C PLACENTIA CA 92870-8481
1263 KAYVAN SHOJAEE 5915 LARRY DEAN ST CORONA CA 92880-3149 1264 KCJ ENTERPRISES INC ATTN: JOSE DEGRACIA GUAN 5570 SOUTHWIND LN YORBA LINDA CA 92887-6422
1265 KEITH A BLOCHER 2608 MEDINAH CT MODESTO CA 95355-9666
1266 KEITH MORRIS 462 LANTON PL HAYWARD CA 94544
1267 KEITH STONE 4007 ZION LN CHINO CA 91710-5622
1268 KEITH TORRES 10404 WESTERN AVE APT 201 DOWNEY CA 90241-2423
1269 KEITH WILLIAMS 7510 TOWNE AVE LOS ANGELES CA 90003-2316
1270 KELLY MOYLAN 34330 VIA BUENA DR YUCAIPA CA 92399-4549
1271 KELVIN E WILKINS 8633 DORSEY WAY SACRAMENTO CA 95828-7552 1272 KEN & RAC LLC ATTN: RATKO KUKURUZOVIC 4440 DELORES DR UNION CITY CA 94587-4815
1273 KEN BRADLEY 200 BUENA TIERRA WAY WINDSOR CA 95492-8313
1274 KENNEETH G ERTEL 3216 RACQUET LN PALMDALE CA 93551-2544
1275 KENNETH JUE 920 E CHESNUT ST ANAHEIM CA 92805
1276 KENNETH M BELDEN 9748 IVANHO ST SPRING VALLEY CA 91977-5221
1277 KENNETH MCINTIRE 7836 BROOKSIDE AVE SEBASTOPOL CA 95472-3245
1278 KENNETH REDWAY 7708 CRENSHAW BLVD # 314 LOS ANGELES CA 90043-4949
1279 KENNETH SAVORY PO BOX 423 HEALDSBURG CA 95448-0423
1280 KENNETH THOMPSON 1195 WYATT AV STAYTON OR 97383
1281 KENNETH THOMPSON 1854 CLOVERDALE RD ESCONDIDO CA 92027-6909
1282 KENNETH W REID 5715 MORSE DR OAKLAND CA 94605-1137
1283 KENNY ALVAREZ 8435 GARDEN VIEW AVE SOUTH GATE CA 90280-2210
1284 KENNY MITCHELL 2643 VALARIA CT HIGHLAND CA 92346-1725 1285 KEVIN ALLEN WILLIAMS DBA KEVIN WILLIAMS 4 FREDA CT CHICO CA 95928-6807
1286 KEVIN D SCHMITZ 515 BAY TREE CT WINDSOR CA 95492-8350
1287 KEVIN E BUCHMUELLER 10323 WESTONHILL DR SAN DIEGO CA 92126-3704
1288 KEVIN M KUEHL 4929 COLLWOOD BLVD APT C SAN DIEGO CA 92115-2115
1289 KEVIN MAYNARD 810 1/2 CHALCEDONY ST SAN DIEGO CA 92109-2527
1290 KEVIN NELSON 1014 HOPPER AVE PMB #621 SANTA ROSA CA 95403-1613
1291 KEVIN THOMAS 1955 GRANDE CI FAIRFIELD CA 94533
1292 KHAMPHEUANE LITHILUXA 21 RUSHFORD LN BUFFALO NY 14227
1293 KIET QUANG LAM 6661 STANFORD RANCH RD ROCKLIN CA 95677
1294 KIET TRUONG 878 TEMPLETON AVE DALY CITY CA 94014-1265
1295 KIM SHERMAN 31110 AVENIDA EL MUNDO CATHEDRAL CITY CA 92234-2701
1296 KIMBERLY ROMO 2028 MILLER AVE MODESTO CA 95354-2925 1297 KIRAN INC ATTN: SARWAN HARMIR 7700 TOPANGA CANYON BLVD UNIT CANOGA PARK CA 91304-5579 510 1298 KIRK MILLER 1896 RAMERIZ DR YUBA CITY CA 95993-7150 1299 KJI TRANSPORTATION INC ATTN: ALFONSO BANUELOS 11213 BOS ST CERRITOS CA 90703-6505 1300 KLIMENKO INC ATTN: PAUL KLIMENKO 8035 JAMESTOWN CIR FONTANA CA 92336-3964 1301 KLMN INC ATTN: NAROS KIM 8585 LYNX RD SAN DIEGO CA 92126-1826 1302 KOR TRUCKING INC ATTN: KORI DALBEY 130 N LAURIE ANN LN ANAHEIM CA 92807-3113
1303 KORI DALBEY 947 N MARIPOSA AVE ONTARIO CA 91764-2609 1304 KPD & A CORP ATTN: SAM KANYA 425 S AGATE ST ANAHEIM CA 92804-2542
1305 KRISLEY MORAIS SILVA 3400 RICHMOND PKWY APT 820 SAN PABLO CA 94806-5287
29 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1306 KRISLEY MORAIS SILVA 805 WATSON CANYON CT APT SAN RAMON CA 94582-9003 265 1307 KRISTAN CALICA PIMENTEL 6818 BOLZANO WAY ELK GROVE CA 95757-3038 1308 KRISTINE Y RENDON 10051 WILDFLOWER RD SANTA MARIA CA 93454 1309 KURT V JENSEN 8068 SANTA BARBARA DR ROHNERT PARK CA 94928-4016 1310 KYLE EDWARD RAWSON 602 DEERWOOD CT WINSTON OR 97496-9591 1311 L & H INC ATTN: HUGO VEGA 6428 FLORENCE PL APT 2 BELL GARDENS CA 90201-3260 1312 L & J CARRANZA TRUCKING ATTN: OSCAR CARRANZA 1373 HERMOSA DR CORONA CA 92879-8545 INC 1313 L & K TRADING INC ATTN: KAM TAK 630 S 8TH ST APT 1 SAN JOSE CA 95112-3974 1314 LA GRAN COSECHA FINAL ATTN: OBISPO GRAY PO BOX 574 SALOME AZ 85348-0574 1315 LANCE CRAIG MORGAN DBA LANCE MORGAN 1090 LEWIS OAK RD GRIDLEY CA 95948-9530 1316 LANCE EDMONDS 13534 PASEO DEL MAR EL CAJON CA 92021 1317 LAO XIONG 3108 OCCIDENTAL DR APT 153 SACRAMENTO CA 95826-3088 1318 LARRY CERVANTES 482 DRAKELEY AVE ATWATER CA 95301-4429 1319 LARRY FAMBRO 4757 CLAIREMONT MESA BLVD SAN DIEGO CA 92117-2016 APT 404 1320 LARRY HALL 3133 VIEWCREST AV HENDERSON NV 89014 1321 LARRY W SIMMS 2921 PIONEER WAY JAMUL CA 91935-3040 1322 LATASHA DELEON 2928 GEORGIA ST VALLEJO CA 94591-6602 1323 LAURENCE MARC RUSSELL 140 WASHINGTON ST COALINGA CA 93210 1324 LAVERN CHERESE 13443 VARSITY LN MORENO VALLEY CA 92555-3707 WOLFWILLIS 1325 LAWRENCE IWUANYANWU 16979 ROLANDO AVE CASTRO VALLEY CA 94546-3930 1326 LAWRENCE NETZ PO BOX 326 ORICK CA 95555-0326 1327 LAZARO NODA 2312 WARWICK AVE LOS ANGELES CA 90032-3528 1328 LC PADILLA ENTERPRISES ATTN: LONNY PADILLA 1910 SANFORD ST OXNARD CA 93033-7910 1329 LCE & ASSOCIATES LLC ATTN; EDDIE MARTINEZ SAN JUAN 950 OXFORD DR OXNARD CA 93030-8748 1330 LEANDRO ALVES 448 FELDSPAR LN SANTA ROSA CA 95407-5403 1331 LEANDRO BARBOSA CECILIO 98 DELANO AVE SAN FRANCISCO CA 94112-2520 1332 LEANDRO FERREIRA 1973 LANDESS AVE MILPITAS CA 95035-7067 MENDONCA 1333 LEANDRO FERREIRA RIOS 110 ESPLANADE AV PACIFICA CA 94044 1334 LEANDRO SOARES 375 HANOVER AVE OAKLAND CA 94606-1372 1335 LEANDRO SOARES 375 HANOVER AVE APT A OAKLAND CA 94606-1372 1336 LEANDRO SOARES 3819 GARVIW AVE RICHMOND CA 94805 1337 LEE ROACH 442 DIABLO RD DANVILLE CA 94526 1338 LEE TANNER 46173 DRYMEN AVE TEMECULA CA 92592-3309 1339 LEE’S DELIVERY SERVICE ATTN: LEE BARRETT 35501 VISTA DEL LUNA RANCHO MIRAGE CA 92270-1888 INC 1340 LEE’S UNLIMITED INC 4664 KILAINEY CIR SANTA ROSA CA 95403 1341 LEIDEMAR ALCANTARA 1555 W MIDDLEFIELD RD APT 42MOUNTAIN VIEW CA 94043-3053 1342 LEMUEL GONCALVES 3258 MAUI ST WEST SACRAMENTO CA 95691-5878 1343 LENNY TRUJILLO 209 BOYCE ST SANTA ROSA CA 95401-5479 1344 LEO JAVELONA 3950 MAHAILA AV SAN DIEGO CA 92122 1345 LEON ALEXANDER FELIX 4245 UNITED CT NORTH HIGHLANDS CA 95660-3543 1346 LEON HACKETT 8953 AUTUMWOOD DR SACRAMENTO CA 95826 1347 LEONARDO CASTILLA 3346 E GAGE AVE APT T HUNTINGTON PARK CA 90255-5527 1348 LEONARDO MACHADO 2384 AVENIDA DE GUADALUPE SANTA CLARA CA 95054-1406 1349 LEONCIO SILVANETO 784A 4TH AVE SAN BRUNO CA 94066-3621 1350 LEONEL VILLA 9962 PINYON CT FONTANA CA 92335-7820
30 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1351 LEONE’S CARRIER’S ATTN: EDUARDO LEON 254 E PARK AVE SAN YSIDRO CA 92173-2607 ENTERPRISE 1352 LESLIE STINSON 27377 PROMINENCE RD SUN CITY CA 92586 1353 LETCHER BRADLEY & ATTN: THOMAS LETCHER 4316 HEMLOCK CLEARLAKE CA 94522 DEPUGH DE 1354 LETICIA V CASTELLANES 698 BARTLETT AVE HAYWARD CA 94541 1355 LEVY FEITEIRA 12355 LINROE DR LAKESIDE CA 92040-5441 1356 LEWIS MORA RIVERA 4622 E KAVILAND AVE FRESNO CA 93725-1632 1357 LIBERTY BELL INC ATTN: ANDRE PINHEIRO 23150 AVE SAN LUIS APT 316742 WOODLAND HILLS CA 91364-1010 1358 LIDIA GIAQUINTO 3998 CHARLES ST LA MESA CA 91941-7517 1359 LILLY ANN HOEHN 10112 ASHWOOD ST APT 55 LAKESIDE CA 92040-2155 1360 LINCOLN ALFONSO 3400 FIELDCREST AVE FAIRFIELD CA 94534-7976 1361 LINCOLN M AFONSO 3400 FIELDCREST AVE FAIRFIELD CA 94534-7976 1362 LINDA GALLUP 9708 LA CLAIR RD WILTON CA 95693-9653 1363 LINDA GALLUP 9708 LA CLAIR RD WILTON CA 95693-9653 1364 LINDA HOTZ 858 CHINQUAPIN AVE CARLSBAD CA 92008-4143 1365 LINO HERNANDEZ 1993 TYLER ST SAN PABLO CA 94806-3552 1366 LINO’S TRUCKING INC ATTN: LINO HERNANDEZ 366 RED TAIL PL SAN PABLO CA 94806-5826 1367 LISA DRUMMOND 2700 APPLEWOOD DR ONTARIO CA 91761-0319 1368 LISA MELTON PO BOX 756 BIGGS CA 95917-0756 1369 LLOYD LA VONN NASH 830 MAXINE AVE PORT HUENEME CA 93041-2858 1370 LMS P&D CORP ATTN: LUIS SALDANO 15403 S FRAILEY AVE COMPTON CA 90221-3703 1371 LNG LOGISTICS PARTNERS ATTN: LUIS GOMEZ 868 BRYCE CANYON AVE CHULA VISTA CA 91914-3600 LLC 1372 LOBOVINNY SERVICES INC ATTN: VINICUS ROSA 637 AZORES CIRLCE BAY POINT CA 94565 1373 LOGISTIC SERVICES INC ATTN: RENE MEDRANO 8332 TEXAS ST DOWNEY CA 90241-4932 1374 LOI VAN HUYNH 9368 WADDELL LN ELK GROVE CA 95624-5017 1375 LONNIE D ARCENEAUX 2900 REBECCA DR FAIRFIELD CA 94533 1376 LONNIE RAY STEWART II 11867 SAPOTA DR LAKESIDE CA 92040-5616 1377 LORETO GARCIA 2201 RENFREW CT SAN JOSE CA 95131-2627 1378 LORIVAL DOS SANTOS 3301 ARENA BLVD APT 112 SACRAMENTO CA 95834-2530 1379 LOSA LOSA 2600 E 28TH ST LOS ANGELES CA 90058-1400 1380 LOUIE HOLGUIN 102 ORETSKY WAY COTATI CA 94931-5324 1381 LOUIS A GRANDE 595 JOHN MUIR DR APT 419 SAN FRANCISCO CA 94132-1064 1382 LOUIS ROGERS 5920 HILTON ST OAKLAND CA 94605-1441 1383 LOWABE EXPRESS ATTN: HELEN LOPEZ PO BOX 162490 SACRAMENTO CA 95816-2490 1384 LUCAS EDDY LA TOUF 8782 SHARP AVE SUN VALLEY CA 91352-1740 1385 LUCIANO P LIMA 624 BRODERICK ST APT A SAN FRANCISCO CA 94117-1412 1386 LUCIANO RODRIGUES DE 1279 PKWY DR EL SOBRANTE CA 94803-1245 OLIVEIR 1387 LUIS A PULIDO 11603 DORLAND ST WHITTIER CA 90601-2807 1388 LUIS A RODRIGUEZ 1785 CAPITAL PARK DR SACRAMENTO CA 95833 1389 LUIS ANTONIO PORTILLO 6546 WOODLEY AVE VAN NUYS CA 91406-6425 1390 LUIS C OLIVEIRA 1107 2ND AVE APT 410 REDWOOD CITY CA 94063-4036 1391 LUIS CHOJOLAN 2814 6TH AVE LOS ANGELES CA 90018-2913 1392 LUIS ENRIQUE PEREZ 6173 BROOKLYN AVE SAN DIEGO CA 92114-2424 1393 LUIS ENRIQUE VILLATORO 183 RUTGERS CT VALLEJO CA 94589-1762 1394 LUIS GOMEZ 3053 TEQUILA WAY SAN YSIDRO CA 92173-1226 1395 LUIS GONZALEZ 312 E LAKE AVE APT C WATSONVILLE CA 95076-4853
31 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1396 LUIS GUILLEN 15276 RANDALL AVE FONTANA CA 92335-4350
1397 LUIS M OCHOA 1048 W 89TH ST LOS ANGELES CA 90044-3306
1398 LUIS M ZEPEDA 10704 FIRMONA AVE INGLEWOOD CA 90304-1823
1399 LUIS MARTIN 636 JACKMAN AVE SYLMAR CA 91342-5432
1400 LUIS OLIVEIRA 1457 GOLDENOAK WAY STOCKTON CA 95209-2024
1401 LUIS ORTIZ 760 NFIFTH AVE COVINA CA 91724
1402 LUIS RICARDO CASTRO III 330 HILL ST SAN YSIDRO CA 92173
1403 LUIS RUBIO 38182 SEVILLA AVE MURRIETA CA 92563-6290
1404 LUIS SALDANO 15403 S FRAILEY AVE COMPTON CA 90221-3703
1405 LUIS SANDOVAL 134 S DR FREEDOM CA 95019-2739
1406 LUIS SANTIAGO 2127 N SAN ANTONIO AVE POMONA CA 91767-2403
1407 LUIZ ANTONIO VALENCA 25200 CARLOS BEE BLVD APT 143 HAYWARD CA 94542-1532 GOMES 1408 LUIZ OLIVEIRA 1543 PERSHING DR APT D SAN FRANCISCO CA 94129-1215
1409 LY CHENG 979 MARVIEW AVE LOS ANGELES CA 90012-1255
1410 LY XIONG 4044 63RD ST APT A SACRAMENTO CA 95820-3249
1411 LYNNE ROACH 3812 YOSEMITE CT N PLEASANTON CA 94588-4934
1412 LYUBOMIR BAEV 660 KIRKRAND RD APT 7 SUNNYVALE CA 94087 1413 M&M DELIVERY SERVICE INC ATTN: MARGARITO MARQUEZ 5537 LAKEWOOD BLVD LAKEWOOD CA 90712-1723 1414 M.H. DELIVERY LLC MIKE ISHMAEL 67150 QUIJO RD CATHEDRAL CITY CA 92234
1415 MABLO MOURA 535 E DUANE AVE SUNNYVALE CA 94085-3742 1416 MACHSURGE LLC ATTN: TYRONE CURTIS 5441 BARRYMORE DR OXNARD CA 93033-9107 1417 MACHTZPED LLC ATTN: KEITH MACHT 1210 BRIANA CIR OXNARD CA 93030-6082
1418 MAGDA BOFF 341 RANCHERO WAY TRACY CA 95376-1943
1419 MAHER AWAD 1925 46TH AVE APT 96 CAPITOLA CA 95010-2631
1420 MAHMOUDI KOUROSH 3705 ARTESIA BLVD APT 39 TORRANCE CA 90504-3327
1421 MAHRUM-ABDUL KHALIK 553 OLYMPIC AVE HAYWARD CA 94544-6528 1422 MAKRY INC ATTN: RYAN A MAKHANI 15483 MOORPARK ST APT 10 SHERMAN OAKS CA 91403-1015
1423 MANDREL FRAZIER 8145 AUBERRY DR SACRAMENTO CA 95828-5704
1424 MANIK DUTTA 6517 GREENBACK LN #4 CITRUS HEIGHTS CA 95621
1425 MANNY CUTCHON 2331 ELLIOTT DR AMERICAN CANYON CA 94503-4203
1426 MANNY CUTCHON 35 GLEN VALLEY CIR DANVILLE CA 94526-4966
1427 MANOLITO DEUS 975 N OXFORD AVE LOS ANGELES CA 90029-3203
1428 MANUAL CHRIS PESTANA 9214 CITRUS AVE APT F FONTANA CA 92335-5569
1429 MANUEL A SANCHEZ 3834 NORTHUMBERLAND TE FREMONT CA 94555
1430 MANUEL CORONADO 2005 WASHINGTON DR VENTURA CA 93003-7436 GUERRERO 1431 MANUEL ENRIQUEZ JR. 1075 NIGHTINGALE PL ESCONDIDO CA 92027-1267
1432 MANUEL FIGUEROA 710 E SA YSIDRO BLVD 2292 SAN YSIDDRO CA 92173
1433 MANUEL JIMENEZ 7609 ELSINORE AVE BAKERSFIELD CA 93307-5872
1434 MANUEL LOPES 98 DABNER ST SAN LEANDRO CA 94577
1435 MANUEL M VICTORIA 10112 LONGWORTH AV SANTA FE SPRINGS CA 90670
1436 MANUEL REYES 763 STEFFA ST BAY POINT CA 94565-6784
1437 MANUEL RIVERA 229 W QUEEN ST APT 12 INGLEWOOD CA 90301-1794
1438 MARCELINO SCHUSTER 717 1/2 JOHNSON ST ALBANY CA 94706-1510
1439 MARCELLO 5TH DINIZ 20410 AMERICAN AVE HILMAR CA 95324-9634
1440 MARCELO BRITO DE SOUSA 1003 MIRAMONTE AV MOUNTAIN VIEW CA 94040
32 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1441 MARCELO CUNHA 5214 DIAMOND HEIGHTS BLVD SAN FRANCISCO CA 94131-2118
1442 MARCELO MORAES 4839 KNOLLCREST DR ANTIOCH CA 94531-7615 CASTELLANI 1443 MARCELO N CUNHA 989 HENSLEY AV SAN BRUNO CA 94066
1444 MARCIO EVANDRO MEDEIROS 7087 N THORNE AVE APT 269 FRESNO CA 93650-1058
1445 MARCIUS CARDOSO 150 CORONADO AVE APT 102 DALY CITY CA 94015-3310
1446 MARCO A ESQUIVEL 2834 DONNER WAY RIVERSIDE CA 92509-1936
1447 MARCO DA SILVA AMARAL 1015 CADILLAC WA BURLINGAME CA 94010
1448 MARCO SALDANA 751 ASTER ST APT 157 OXNARD CA 93036-9008
1449 MARCO SIMAS 5435 SUMMERFIELD DR ANTIOCH CA 94531-8521
1450 MARCONDES D BERNADES 306 PALMETTO AVE APT 19 PACIFICA CA 94044-1386
1451 MARCONI DE MIRANDA 1591 SEQUOIA AVE SAN BRUNO CA 94066-2648
1452 MARCOS DA SILVA 3108 LOWELL AVE RICHMOND CA 94804-6006
1453 MARCOS DASILVA 7902 S LAKE DR APT B DUBLIN CA 94568-3333
1454 MARCOS JOSE GOMES 725 ESTANCIA WAY SAN RAFAEL CA 94903-3025
1455 MARCOS KOHARA 407 GATEWAY DR PACIFICA CA 94044
1456 MARCOS REYES FUENTES 674 PALM AVE SPC 35 IMPERIAL BEACH CA 91932-1241
1457 MARCUS D JOHNSON 1421 BEAVER SPRING ST LAS VEGAS NV 89128-0594 1458 MARES TRUCKING CORP ATTN: MARTIN ARRAZOLA 1378 NANDINA CT CORONA CA 92881-3699
1459 MARGARET ELIZABETH SMITH 725 S STONEMAN AVE ALHAMBRA CA 91801-4462
1460 MARGARITO MARQUEZ 5537 LAKEWOOD BL LAKEWOOD CA 90712
1461 MARIA COBIAN 5837 BUENA VISTA TER LOS ANGELES CA 90042-1227
1462 MARIA ELENA MARQUEZ 1015 E 76TH PL LOS ANGELES CA 90001-2907
1463 MARIANO E GALAN 12501 TECH RIDGE BLVD APT AUSTIN CA 78753-1175 1937 1464 MARICEL JARAMILLO 5859 FIREBIRD CT CAMARILLO CA 93012-4313
1465 MARIN MARQUEZ 1246 E 74TH ST LOS ANGELES CA 90001-2408
1466 MARIO BRAGA 5430 BEAUFORD CT ANTELOPE CA 95843-4655
1467 MARIO CASTRO 6646 WYNNE AVE RESEDA CA 91335-5523
1468 MARIO DEL RIO 650 TAMARACK AVE APT 4811 BREA CA 92821-3257
1469 MARIO EBREO 2585 E TRIMBLE RD SAN JOSE CA 95132-1052
1470 MARIO GUILLEN 1632 AUGUSTA BEND DR HUTTO TX 78634-5387
1471 MARIO MARISCAL 1570 RESPONSE RD SACRAMENTO CA 95815
1472 MARIO MAURICIO RUIZ 530 HOBSON WAY APT 32 OXNARD CA 93030-6455
1473 MARIO NAVARRO SANCHEZ 456 E CHANNEL ISLANDS BLVD OXNARD CA 93033-4505
1474 MARIO RIOS REYES 42251 42ND ST W LANCASTER CA 93536-3434
1475 MARIO SANCHEZ 1408 MEADOWLARK DR FAIRFIELD CA 94533-2731 1476 MARIO’S AAA DELIVERY INC ATTN: MARIO DEL RIO 650 TAMARACK AVE APT 4811 BREA CA 92821-3257
1477 MARJORIE PONTAROLO 10332 PRINCESS JOANN RD SANTEE CA 92071-1298
1478 MARK A LOVE 7000 BONNACREST DR HERMITAGE TN 37076-1104 1479 MARK A PETTIGREW DBA: MAP TRANSPORTATION INC 1926 W ANDREWS AVE FRESNO CA 93705-3232
1480 MARK ALLAN TWEEDY 20173 VERNITA DR REDDING CA 96003-9101
1481 MARK BEVIS 2800 S PALM CANYON DR PALM SPRINGS CA 92264
1482 MARK BOYETT 1337 CORTE LIRA SAN MARCOS CA 92069-7336
1483 MARK D MORGADO 3583 SPRINGBROOK AVE SAN JOSE CA 95148-3130
1484 MARK ELLIOTT HARRIS 1816 VERBENA DR BAKERSFIELD CA 93304-6984
1485 MARK EVANS HAMMOND 2424 COCHRAN RD APT 7 LODI CA 95242-3657
33 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1486 MARK GALLAGHER 3264 SAN PIPER WAY MARINA CA 93933 1487 MARK GRAVES 1427 MATHIAS PL ROHNERT PARK CA 94928-8101 1488 MARK HAYES 2352 FEATHER RIVER RD CHULA VISTA CA 91915-2189 1489 MARK L QUINN 5416 LEADER AVE SACRAMENTO CA 95841-2312 1490 MARK L WRIGHT INC ATTN: MARK WRIGHT 50 AUSTIN AVE APT 925 HAYWARD CA 94544-8511 1491 MARK LORENGER 176 WILLOW CREEK DR FOLSOM CA 95630-4805 1492 MARK PATTON 826 8TH ST FORTUNA CA 95540-1911 1493 MARK ROBERT OLIVER 6133 RICH HILL DR ORANGEVALE CA 95662-4764 1494 MARK RUIZ 258 DAIRYLAND RD BUELLTON CA 93427-9306 1495 MARK S KELLY 4768 MINTWOOD DR CONCORD CA 94521-2151 1496 MARK S KELLY 5184 SUTHERLAND DR CONCORD CA 94521-3146 1497 MARK SCHWARTZ 14410 DICKENS ST SHERMAN OAKS CA 91423 1498 MARK WAYNE JACKSON 7059 WILSHIRE CIR SACRAMENTO CA 95822-4241 1499 MARK WILLIAM LOURIM 8535 WHITBY CT SACRAMENTO CA 95828-5472 1500 MARK WRIGHT 50 AUSTIN AVE APT 925 HAYWARD CA 94544-8511 1501 MARLIN J SCHROCK III 100 TOWER DR KYLE TX 78640-6053 1502 MARLON F PAMPLONA 2038 MOSS OAK WA STOCKTON CA 95205 1503 MARLUCIO DA SILVEIRA 890 CAMPUS DR DALY CITY CA 94015 1504 MARLUCIO GONCALVES 33554 ABBEY RD TEMECULA CA 92592-5633 DASILVEI 1505 MARNE HOGUE 1180 MALVASIA CT TEMPLETON CA 93465 1506 MARQUES SMITH 1465 JADE CT CHULA VISTA CA 91911-5329 1507 MARTIN A MURILLO 438 FILBERT ST EL CAJON CA 92020-4612 1508 MARTIN ARRAZOLA 8129 PRISCILLA ST DOWNEY CA 90242-4334 1509 MARTIN CORONEL 1593 EVANS AVE POMONA CA 91766-5374 1510 MARTIN KELLY 5184 SUTHERLAND DR CONCORD CA 94521-3146 1511 MARTIN VEGA 7125 ETHEL AVE APT 12 NORTH HOLLYWOOD CA 91605-4748 1512 MARTINEZ CESAR BARRANCO 10415 SAN ANTONIO AVE SOUTH GATE CA 90280-6517 1513 MARTINEZ EXPRESS INC ATTN: GONZALO MARTINEZ 2448 SANTAN ANA ST HUNTINGTON PARK CA 90255 1514 MARTINEZ EXPRESS INC ATTN: GONZLAO MARTINEZ 7017 MOUNTAIN VIEW AVE APT HUNTINGTON PARK CA 90255-5124 A 1515 MARTY EDWARD SMITH 772 SHAFFER ST CORONA CA 92879-0807 1516 MARTY HAASE 10 CASEY CT SACRAMENTO CA 95838-2132 1517 MARTY LEE - 4TH VAN 2052 ANGELICO CIR STOCKTON CA 95207-7869 BOLTER 1518 MARYCHRIS DAVIS 851 WOODLAND AVE SAN LEANDRO CA 94577-3759 1519 MASIS MANUKIAN 1053 LINDEN #6 GLENDALE CA 91204 1520 MATHEWS EXPRESS INC ATTN: VANDALIVIA FARIAS 1852 W 11TH ST STE 313 TRACY CA 95376-3736 1521 MATTHEW JAMES HANKS 2517 HINDS PL SANTA MARIA CA 93455-7430 1522 MATTHEW LODGE 120 MIDDLE RINCON RD SANTA ROSA CA 95409 1523 MATTHEW MARTIN WATSON 10273 E LIME KILN RD GRASS VALLEY CA 95949-8103 1524 MATTHEW SPRINGER 608 ALICANTE DR LODI CA 95240-5607 1525 MATTHEW W APALATEGUI 503 PLAYA BLANCA CT SANTA MARIA CA 93455-1747 1526 MAURICE AUFFORTH 1731 JUNIPER LN WASCO CA 93280-2548 1527 MAURICIO MOLINA 11669 MISSISSIPPI AVE LOS ANGELES CA 90025-5333 1528 MAURICIO PELOIA 100 ESPLANADE AV PACIFICA CA 94044 1529 MAX & US INC ATTN: MANUEL PAREDES 11251 SIERRA AVE STE 2F # 310 FONTANA CA 92337-7599 1530 MAX DEOLIVIERA 4336 PINE CREEK CIR FAIRFIELD CA 94534-6644
34 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1531 MAX FUENTES 4318 E 60TH ST HUNTINGTON PARK CA 90255-3408
1532 MAX ORTIZ 3065 TOGNINALI LN STOCKTON CA 95206-6028
1533 MAX TEIXIERA DE BARROS 390 ALLEN DR SAN BRUNO CA 94066-1656
1534 MAYNOR USEDABERMUDEZ 1471 CALLE CONTESA VICTORVILLE CA 92392
1535 MAYRA FUENTES-EDGAR 110 MILLER CT ROSEVILLE CA 95661-7965 1536 MEGUMI INC ATTN: FRED MAYEDA 1241 ESCALON DR OXNARD CA 93035-2731
1537 MEHRDAD SARKESHIK 3316 CASABLANCA TER DANVILLE CA 94506
1538 MELCHOR MACAGBA 235 E PROSPECT AVE VISALIA CA 93291-3073
1539 MELQUISEDEQUE CANEIRO 1655 GALINDO ST APT 1301 CONCORD CA 94520-2476
1540 MERRILL GERONIMO HAMOY 10510 PARKDALE AVE SAN DIEGO CA 92126-3021 1541 MH & MH DELIVERY LLC ATTN: MICHAEL BERNARD 467 CALLE EL SEGUNDO PALM SPRINGS CA 92262 HARTWELL 1542 MICHAEL A GARCIA 39545 CORBETT CANYON CIR MURRIETA CA 92563-4831
1543 MICHAEL ALAN DENTON 265 BECKWITH RD 23 A SANTA PAULA CA 93060
1544 MICHAEL ALEXANDER 2837 S FAIRVIEW ST SANTA ANA CA 92704 OLIVARES 1545 MICHAEL BELTRAN 2254 BOULDER CREEK ST CHULA VISTA CA 91915-2155
1546 MICHAEL BROWNE 1117 HAMPSHIRE LN SANTA MARIA CA 93455
1547 MICHAEL BURDSALL 2109 S EDGEWATER MESA AZ 85209
1548 MICHAEL CAMARILLO 1452 MONITOR AVE SUISUN CITY CA 94588
1549 MICHAEL CUSHMAN 2624 KNOLLS DR SANTA ROSA CA 95405-8302
1550 MICHAEL D GARVIN 5201 ALDERBERRY WAY SACRAMENTO CA 95835-1378 1551 MICHAEL D JOHNSON DBA: MAC HOME DELIVER 1368 LODGEPOLE DR HEMET CA 92545
1552 MICHAEL DAVID TUTTLE 375 LOPEZ LN TRACY CA 95376-5239
1553 MICHAEL DEAGUERO 5424 PINEHURST GROVE ST NORTH LAS VEGAS CA 89081-4048
1554 MICHAEL FRIEDMAN 3896 PASEO GRANDE MORAGA CA 94556
1555 MICHAEL GARCIA 9765 MEDINA DR SANTEE CA 92071-2033
1556 MICHAEL HALLIDAY 1531 SANDY WA ANTIOCH CA 94509
1557 MICHAEL HOSKING 22860 COMPASS DR CANYON LAKE CA 92587-6903
1558 MICHAEL I FAER 54565 AVENIDA DIAZ LA QUINTA CA 92253-3736
1559 MICHAEL J WEATHERS 436 SKYLARK ST WINDSOR CA 95492-8783
1560 MICHAEL JENKINS 44219 TAHOE WAY LANCASTER CA 93536-7563
1561 MICHAEL JEROME WILLIAMS 4817 W 118TH PL APT 5 HAWTHORNE CA 90250-0100
1562 MICHAEL JOHAI 3033 MARINA DR MARINA CA 93933-2905
1563 MICHAEL JOHNSON 227 E FOUNTAIN WAY FRESNO CA 93704-4546
1564 MICHAEL K MEISNER 877 ROYAL GREEN AVE SACRAMENTO CA 95831-1518
1565 MICHAEL KRISTIAN GRIDER 161 PALM COURT DR SANTA MARIA CA 93454-6643
1566 MICHAEL LANIER 1332 GARGOTTO CT MODESTO CA 95355-3643
1567 MICHAEL LEE BROOKS 6315 N TEILMAN AVE FRESNO CA 93711-1910
1568 MICHAEL LINDHOLM 5444 W LOS ALTOS AVE FRESNO CA 93722-3608
1569 MICHAEL NEWTON 3416 BOUNDARY ST SAN DIEGO CA 92104-4331
1570 MICHAEL PERKINSON 5472 W DONNER AVE FRESNO CA 93722-3739
1571 MICHAEL PURDY 825 IRIS AVE SUNNYVALE CA 94086-8166
1572 MICHAEL QUACKENBUSH 2511 LANSBURY DR WATERFORD MI 48329
1573 MICHAEL R DEBERNARDI 101 BREAKWATER WAY VACAVILLE CA 95688-0104
1574 MICHAEL RAMOS 6315 BAYOU CREST DR HOUSTON TX 77088
1575 MICHAEL RAY DOSS 953 70TH AVE OAKLAND CA 94621-3309
35 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1576 MICHAEL ROBERT HAMMOND 1342 MAUNA LOA RD TUSTIN CA 92780-3828 1577 MICHAEL S HADLEY 6612 LA HABRA AVE YUCCA VALLEY CA 92284-5847 1578 MICHAEL SAINTEN 15161 JENELL ST POWAY CA 92064-2615 1579 MICHAEL STABEN 2144 VISTA ELEGANTE SANTA MARIA CA 93455-1344 1580 MICHAEL T LEWIS 3024 EDDY ST MARINA CA 93933-4005 1581 MICHAEL VAN WORKMAN 2081 SYLVAN WAY # 607DRIVE LODI CA 95242-4441 1582 MICHAEL VANCIL 36706 LONGBRANCH AVE MURRIETA CA 92563-7007 1583 MICHAEL WARD 1455 E BACH ST CARSON CA 90745-2415 1584 MICHAEL YOUNG 108 SAINT ANDREWS PL NEWTOWN PA 18940-1332 1585 MICHELLE THERESE NAGAI 3671 VAL VERDE RD LOOMIS CA 95650-9602 1586 MICHLAWEN SERVICES ATTN: MICHAEL BERG 6082 CANDLE LIGHT LN YORBA LINDA CA 92886-5201 1587 MIGUEL ALPUCHE 44316 GALICIA DR HEMET CA 92544-9150 1588 MIGUEL CABRERA JR 593 W SAN JOSE AVE APT D FRESNO CA 93704-2324 1589 MIGUEL LOZANO 424 S LILAC LN ORANGE CA 92868-4141 1590 MIGUEL MORALES 1266 LEIGH AVE APT 1 SAN JOSE CA 95126-4306 1591 MIGUEL PONCE 12755 ORGREN AVE CHINO CA 91710-3119 1592 MIGUEL RAMOS 1274 N VIRGIL AVE LOS ANGELES CA 90029-2018 1593 MIGUEL SANDOVAL 724 ROCK ROSE WA SAN PABLO CA 94806 1594 MIGUEL SOLANO 16984 RORIMER ST LA PUENTE CA 91744-4941 1595 MIKE ANTHONY SMITH 13801 E 33 RD PL AUROROA CA 80011 1596 MIKE BUSHEY 9036 AMADOR VALLEY CT SACRAMENTO CA 95829-1412 1597 MIKE MCGRAW 4439 N PROSPECT AVE FRESNO CA 93722-4136 1598 MIKE SMITH 227 NAVONE ST VALLEJO CA 94591-8215 1599 MIKE WILSON 68 PLUMAS WAY SALINAS CA 93906-3050 1600 MIKE WORKMAN 2310 PORTSMOUTH DR LODI CA 95242 1601 MILAN REYNALDO 1246 MEDLEY DR SAN JOSE CA 95121-2539 1602 MILES GALLOB 7431 LA JOLLA BL LA JOLLA CA 92037 1603 MILLIE ARIZMENDI 12610 RENVILLE ST LAKEWOOD CA 90715-1924 1604 MINH PHAM 32108 ALVARADO BLVD # 196 UNION CITY CA 94587-4000 1605 MINILIK AMARE 257 VERNON ST APT 210 OAKLAND CA 94610-4157 1606 MISAEL SANTANA 331 SHORT ST BISHOP CA 93514-3507 1607 MITCH JAMES 3561 WASATCH DR REDDING CA 96001-2979 1608 MITCHELL JR 2938 MOSS CREEK CIR STOCKTON CA 95219 1609 MITCHELL W KLOTH 2045 W EL CAMINO AV SACRAMENTO CA 95833 1610 MK TRANSPORTATION LLC ATTN: BERNIE PERRYMAN 1344 PASEO PLACITA SAN DIMAS CA 91773-4137 SALINAS 1611 MKJ TRANSPORT LLC ATTN: KEITH CASTRUITA 6326 ARABELLA ST LAKEWOOD CA 90713-1244 1612 MOLS BROTHER EXPRESS ATTN: CHUCK MOL 1414 JAKE CREEK DR PATTERSON CA 95363-8759 1613 MONCADA TRANSPORTATION ATTN: OSCAR MONCADA 6002 CERRITOS AVE LONG BEACH CA 90805-3052 LLC 1614 MONTE WALDEN 4234 N CARRUTH AVE FRESNO CA 93705-1550 1615 MORQUES SMITH 1465 JADE CT CHULA VISTA CA 91911-5329 1616 MOSES PEREZ 22500 WOODROE AVE HAYWARD CA 94541-3411 1617 MPPC INC ATTN: RAUL GARCIA JR 215 SANTA ROSA CT LAGUNA BEACH CA 92651-4426 1618 MR J DELIVERY SERVICE ATTN: MICHAEL JEFFERY 42153 PARKMONT DR LANCASTER CA 93536-7305 ROGERS 1619 MRGN LLC ATTN: MARK PATTON 826 8TH ST FORTUNA CA 95540-1911 1620 MRJ DELIVERY SERVICE ATTN: MICHAEL JEFFERY 43344 16TH W #24 LANCASTER CA 93536 ROGERS
36 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1621 MSDS LLC ATTN: MARTY EDWARD SMITH 772 SHAFFER ST CORONA CA 92879-0807 1622 MTM PARCELS INC ATTN: MELISSA NICHOLE TODD 266 RESERVATION RD STE F MARINA CA 93933-3181
1623 MUHAMMAD MASOOD 1305 DONNELLY CIR APT B WOODLAND CA 95776-3318
1624 MUSTAFA ISSA 2085 RAPALLO WAY BAY POINT CA 94565-6752
1625 MUSTAFA KARSSLI 901 CORCORAN AVE SANTA CRUZ CA 95062-4266 1626 MUWAKKIL ENTERPRISES INC ATTN: TALIB MADYUN 6813 FLAMINGO WAY SACRAMENTO CA 95828-3214 1627 MWA HD 2 4 ATTN: J BARTON MOORE 13179 FERNIE WAY REDDING CA 96003-8113
1628 MYLES AARON FERREIRA PO BOX 1730 CERES CA 95307-8230
1629 NAFATALI APE 4878 SNELL AV SAN JOSE CA 95136
1630 NARINDER DHALIWAL 1575 N DOWER AV FRESNO CA 93723
1631 NAROS KIM 8585 LYNX RD SAN DIEGO CA 92126-1826
1632 NATHAN DE NAPOLI 6588 REEFTON AVE CYPRESS CA 90630-5733
1633 NAUSHAD ALI 5640 GEARNY DR SACRAMENTO CA 95823-5104 1634 NAVBAR DISTRIBUTING INC ATTN: VICTOR BARRAZA 4092 VISIONS DR FULLERTON CA 92833-6578
1635 NAVNEET KUMAR 4645 LA CRESCENT LOOP SAN JOSE CA 95136-2686
1636 NAZARENO VIEIRA 35 BROSNAN ST APT 1 SAN FRANCISCO CA 94103-2328
1637 NEAL FRYBARGER 28074 THORUP LN HAYWARD CA 94542-2439
1638 NEDZAD MULAHUSEJNOVIC 1235 BROCKTON AVE APT 106 LOS ANGELES CA 90025-1344
1639 NEDZAD ZAGOVIC 517 LASWELL AVE SAN JOSE CA 95128-2236
1640 NEIDIMAR G SANTOS 130 ELDORADO CT SAN BRUNO CA 94066-3712
1641 NEJDIK TOROSSIAN 4910 LAUDERDALE AVE LA CRESCENTA CA 91214-1032
1642 NELLIE VENZOR 8052 SAN HILARIO CIR BUENA PARK CA 90620-2945
1643 NELS R JOSLIN 8747 INISHEER WAY SACRAMENTO CA 95828-6125
1644 NELSON BORGES SOARES 1251 TRACY CIR VALLEJO CA 94591-8585
1645 NELSON DAVID LOPEZ 25599 ESTELLAS LN MORENO VALLEY CA 92551
1646 NELSON PRIMO 3882 RADBURN DR SOUTH SAN FRANCISCO CA 94080-4033
1647 NESTOR ALVAREZ 38623 DEDHAM CT PALMDALE CA 93552-2404 1648 NH DELIVERY INC ATTN: NORMAN JOSE HERCULES 1587 W 45TH ST LOS ANGELES CA 90062-2045
1649 NICHOLAS COY GUYER 525 PLUMAS AVE OROVILLE CA 95965-3220
1650 NICHOLAS EARLY 939A SAN RAFAEL AVE MOUNTAIN VIEW CA 94303
1651 NICHOLAS J WANTA 576 E DESERT HOLLY CIR PALM SPRINGS CA 92262-2241
1652 NICHOLAS JAMES EUSTACE 8542 ORGANDY LN SANTEE CA 92071-3414
1653 NICHOLAS LUCATUORTO JR 633 MISSOURI ST APT 17 SAN DIEGO CA 92109-2453
1654 NICK COMERESKI PO BOX 1249 HIGHLAND CA 92346-1249
1655 NICK FISHER 9392 PIER DR HUNTINGTON BEACH CA 92646
1656 NICK JOSEPH DALFIO JR 10946 AVENIDA ROBERTA SPRING VALLEY CA 91978-1245
1657 NICK QUILICI 1577 BRUSH CREEK RD SANTA ROSA CA 95404-2034 1658 NIKNJIM LLC ATTN: JAMES R RAUNSBAK 1929 DUNNIGAN ST CAMARILLO CA 93010-3244
1659 NIKOLAY IVANOV KRASTEV PO BOX 6782 CONCORD CA 94524-1782
1660 NOAH KEEFE 942 NACION AVE CHULA VISTA CA 91911-2444
1661 NOEL D COLLINS III 14834 MAGALIA DR MAGALIA CA 95954-9325
1662 NOEL GABRINTINA 3541 VALLEY RD APT 7 BONITA 91902
1663 NORIN NUTH 2046 NORTHFIELD DR SANTA ROSA CA 95403-2066
1664 OBED DAVID EVIS 2344 COMMERCE WAY COMMERCE CA 90040-1408
1665 OCTAVIO DE SANTIAGO 1546 OLEANDER AVE CHULA VISTA CA 91911-5644
37 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1666 OCTAVIO MARTINEZ 12629 RALSTON AVE # 103 SYLMAR CA 91342-4662 1667 OCTAVIO MONTERO DBA OCTAVIO MONTERO 1455 HAZEL ST GRIDLEY CA 95948-2411 1668 OCTAVIO RIVERA 14664 ROSCOE BLVD H 52 PANORAMA CITY CA 91402 1669 OLEG POLISSKY 45840 EVELYN CT LANCASTER CA 93534 1670 OLEGARIO JOSE ANTUNES 47 DARCY AVE SAN MATEO CA 94403-4525 NEVES 1671 OLIVARES TRUCKING INC ATTN: MICHAEL OLIVARES 2837 S FAIRVIEW ST SANTA ANA CA 92704-7728 1672 OMERCKS PERURA FIDELIS 139 CRESTWOOD DR APT 15 DALY CITY CA 94015-3241 1673 ON L HARKINS 1594 J T EISLEY DR CORONA CA 92881 1674 ONTIME DELIVERY CORP ATTN: PEDRO ANDRES 201 ROBINSON STREER LOS ANGELES CA 90026 1675 OSCAR ANTONIO CERNA 285 MOSS ST UNIT 83 CHULA VISTA CA 91911-2123 1676 OSCAR ARDON 15145 CASTANA AV PARAMOUNT CA 90723 1677 OSCAR B FLORES 1422 MOUNT WHITNEY WAY SANTA MARIA CA 93454-2643 1678 OSCAR CARRANZA 1127 W DIAMOND ST ANAHEIM CA 92801 1679 OSCAR DELIVERY INC ATTN: OSCAR SOTO 786 E PHILLIPS BLVD POMONA CA 91766-4551 1680 OSCAR ENCISO JR 41513 JACARANDA ST PALMDALE CA 93551-2886 1681 OSCAR F ALFARO 6269 AGRA ST BELL GARDENS CA 90201-1715 1682 OSCAR GARCIA 20925 GRESHAM ST APT C CANOGA PARK CA 91304-1856 1683 OSCAR L LOPEZ 12488 MAMMOTH DR VICTORVILLE CA 92392-6211 1684 OSCAR MONCADA 6002 CERRITOS AVE LONG BEACH CA 90805-3052 1685 OSCAR SOTO 786 E PHILLIPS BLVD POMONA CA 91766-4551 1686 OSCAR VAN BAEZA 3840 MIRAGE WAY PALMDALE CA 93551-2669 1687 OSCAR ZARATE 2200 S STEWART AV LOMBARD IL 60148 1688 OSKOUI SAEED 729 N WHITE RD SAN JOSE CA 95127-1023 1689 OSMAR TAVARES CANTO JR 1079 MOHR LN APT 23 CONCORD CA 94518-4038 1690 OSWALDO CORREIA BARBOSA 5435 SUMMERFIELD DR ANTIOCH CA 94531-8521 1691 P S BAPTISTA INC ATTN: PAULO SERGIO BAPTISTA 1042 SAINT RAPHAEL DR BAY POINT CA 94565-6756 1692 P&G COMPANY ATTN: PETER DANIEL PALUMBO II 5179 BUSHNELL AVE RIVERSIDE CA 92505-1486 1693 PABLO ATIENZA BALDONADO 3031 TICE CREEK WAY SACRAMENTO CA 95833-4434 JR 1694 PABLO GONZALEZ 583 JACKSON AVE SHAFTER CA 93263-2101 1695 PABLO PRECIADO GARCIA 2551 PLEASANT COLONY ST PERRIS CA 95271 1696 PABLO ZAMORA 14360 WHIPPOORWILL VIS CHOCTAW CA 73020-7014 1697 PAC DELIVERY SERVICE INC ATTN: CHARLES PETERS 9921 CARMEL MOUNTAIN RD # SAN DIEGO CA 92129-2813 241 1698 PACKAGE DELIVERY EXPRESS ATTN: FLUVIO VINICIO MARIN 1204 CINNABAR WAY VACAVILLE CA 95687-7836 1699 PANATIA CHIN 1427 REDONDO AVE LONG BEACH CA 90804-2826 1700 PAPO INC 7630 3RD ST DOWNEY CA 90241-3216 1701 PARDU SHIPPING LLC ATTN: GREGORY AUSTIN KLENTZ 7030 GARDENVINE AVE CITRUS HEIGHTS CA 95621-1955 1702 PATRICIO D SALINAS 191 HARDEN PARK WAY APT B SALINAS CA 93906 1703 PATRICK DUGAN 375 ARCHER PL DIXON CA 95620-3629 1704 PATRICK FERREIRA BARBOSA 396 PINE HILL RD APT 16 MILL VALLEY CA 94941-3851 1705 PATRICK FERRO 3177 LOS ROBLES RD THOUSAND OAKS CA 91362-3327 1706 PATRICK MCKEE PO BOX 902562 PALMDALE CA 93590-2562 1707 PATRICK QUINN 512 GRANT CT BENICIA CA 94510-1323 1708 PATRICK SOCH 12322 MANLEY ST GARDEN GROVE CA 92845-1940 1709 PATRICK VANLANDINGHAM 4256 BAYLOR WA LIVERMORE CA 94550 1710 PATRICK VARTAN 638 W CALIFORNIA AVE APT 9 GLENDALE CA 91203-2834
38 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1711 PAUL BARRAZA 9834 RUFUS AVE WHITTIER CA 90605-3106
1712 PAUL D JOSEPH 740 SHAMROCK LN PISMO BEACH CA 93449-3240
1713 PAUL EDDIE MURPHY JR. 735 N SHIRLEY DR ORANGE CA 92867-7119
1714 PAUL EMATA 15353 WEDDINGTON ST APT C311 SHERMAN OAKS CA 91411-3836
1715 PAUL INFANTINO 108 HORN CT FOLSOM CA 95630-2089
1716 PAUL KLIMENKO 10531 WESTERN AVE APT F DOWNEY CA 90241-2449
1717 PAUL L HOSFIELD 1188 CORAL ST EL CAJON CA 92021-6301
1718 PAUL MANUEL GONZALEZ 4363 W BROWN AVE FRESNO CA 93722-5171
1719 PAUL MICHAEL SPIEGEL 1612 CONDOR CT ROSEVILLE CA 95661-4839
1720 PAUL NESTLERODE 37129 VISTA BONITA PALMDALE CA 93550-6675
1721 PAUL R SILVA 6465 W LN APT 256 STOCKTON CA 95210-3336
1722 PAUL WELCH 6314 N DEL MAR AVE FRESNO CA 93704-1525
1723 PAULO BUSETTO 530 SHANNON WAY APT 4210 REDWOOD CITY CA 94065-1714
1724 PAULO CESAR ALVES FRANCO 31 JEFFERSON AVE SAN RAFAEL CA 94903-4103
1725 PAULO DEPAIVA 134 MARINA LAKE DR RICHMOND CA 94806
1726 PAULO DOS SANTOS 601 ALMARIDA DR APT 7 CAMPBELL CA 95008-0236
1727 PAULO LOPES 989 HENSLEY AV SAN BRUNO CA 94066
1728 PAVITAR CLAIRE 10015 WENTWORTH CT BAKERSFIELD CA 93311-2781 1729 PD ON TIME LUIS HERNANDEZ 8410 FISKE DR CORONA CA 92881 TRANSPORTATION IN 1730 PEDRO A RODRIGUEZ 12942 WEIDNER ST PACOIMA CA 91331-1143
1731 PEDRO CINTRON 2044 N PALM AVE RIALTO CA 92371
1732 PEDRO SILVA 24881 ALDERBERRY PL HAYWARD CA 94544
1733 PEDRO YAN RODRIGUEZ 1619 GLENOAKS BLVD SAN FERNANDO CA 91340-1616
1734 PEERAPONG CHUENSUMRAN 11076 SHARP AVE UNIT D MISSION HILLS CA 91345-1747 1735 PEGASUS CORPORATION ATTN: FLORENCIO J ORENDAIN III 1385 GOLD SHADOW LN CHINO HILLS CA 91709-6226
1736 PERCIVAL E DAVIS 2520 W 78TH ST INGLEWOOD CA 90305-1122
1737 PERRY ALLEN 173 COTTONWOOD DR CALIMESA CA 92320
1738 PETE CARRASCO 6413 FEICITER WAY CITRUS HEIGHTS CA 95610
1739 PETE GIRON 851 COUNTRY CLUB DR CHULA VISTA CA 91911-1454
1740 PETER A CASTILLO 1190 RALSTON AV BELMONT CA 94002
1741 PETER ALLEN 1202 THERESA WAY YUBA CITY CA 95993-7625
1742 PETER OURN 17035 3/4 CLARK AVE BELLFLOWER CA 90706-5721
1743 PETER P OURN 3861 CHERRY AVE LONG BEACH CA 90807-4322
1744 PETER RASKOWSKY 134 CALDWELL ST CLOVERDALE CA 95425-3914
1745 PETER THEOFAROPOULOS 4251 HOLLAND DR PLEASANTON CA 94588-4420
1746 PETER TRAN 8256 SCOTTSDALE DR SACRAMENTO CA 95828
1747 PHENG TAING 3111 N BELLFLOWER BLVD LONG BEACH CA 90808-3602
1748 PHIL 2ND VAN BENNER 6716 MANILA AVE FAIR OAKS CA 95628-3230
1749 PHILLIP NORADIAN 105 N WATHEN AVE SANGER CA 93657-2178
1750 PHILLIP THOMPSON 6925 WINLOCK AV CITRUS HEIGHTS CA 95621
1751 PHIN RATH 1330 E 8TH ST LONG BEACH CA 90813-4919
1752 PICH MUOY MA 6609 MONTAGNA DR BAKERSFIELD CA 93306-7658 1753 PIMIENTILLO EXPRESS INC ATTN: OSCAR ARDON PO BOX 1332 PARAMOUNT CA 90723-1332
1754 PIOQUINTO CARBAJAL 4433 E 60TH ST MAYWOOD CA 90270-3102
1755 PLACIDO OCHOA 6446 CALLE PAVANA SAN DIEGO CA 92139
39 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1756 PLINIO SANTOS 3131 HOESTEAD RD APT 5T SANTA CLARA CA 95051 1757 PRECISION COURIER SERV INC ATTN: EDINIZ CAMARGO 401 SAN ANSELMO AVE S #13 SAN BRUNO CA 94066 1758 PRISCILLA SEABRA 3301 ARENA BLVD APT 3 SACRAMENTO CA 95834-2519 1759 PS BAPTISTA INC 2ND ATTN PAULO SERGIO 1042 SAINT RAPHAEL DR BAY POINT CA 94565-6756 1760 QUINO GONZALEZ 346 WHITEROCK DR YUBA CITY CA 95991-8244 1761 R & R DELIVERY SERVICES ATTN: RODNEY FLINN 6820 MEADOWLARK LN CHINO CA 91710-6268 LLC 1762 R & R DISTRIBUTION CORP ATTN: FELICIA ROMERO 19952 CANYON DR YORBA LINDA CA 92886-6004 1763 R & R GROUND INC ATTN: OSCAR L. LOPEZ 12488 MAMMOTH DR VICTORVILLE CA 92392-6211 1764 R&H DELIVERY INC ATTN: RAY FRY 10590 EVERGREEN DR RANCHO CUCAMONGA CA 91701-6307 1765 R&R GROUND INC ATTN: OSCAR LOPEZ 12488 MAMMOTH DR VICTORVILLE CA 92392-6211 1766 RACHEAL ELAINE ALLEN 631 BAYVIEW DR APTOS CA 95003-5303 1767 RADOSLAV VALDIMIROV 1044 HAMAN WAY ROSEVILLE CA 95678-7509 DONKOV 1768 RAFAEL AMARO 31430 CALLE JESSICA THOUSAND PALMS CA 82276 1769 RAFAEL BANUELOS 4840 W 98TH ST INGLEWOOD CA 90301-3604 1770 RAFAEL BLANCIA PO BOX 14 PINOLE CA 94564-0014 1771 RAFAEL CRUZ 730 HAWKESTONE CT BRENTWOOD CA 94513-5608 1772 RAFAEL LOPEZ 2301 2ND AVE SACRAMENTO CA 95818-3228 1773 RAFAEL MENDONCA 317 N FREMONT ST SAN MATEO CA 94401-1831 NASCIMENTO 1774 RAFAEL NUNEZ 12400 EUCALYPTUS AVE APT 6 HAWTHORNE CA 90250-4279 1775 RAFAEL RICARDO VELA 11520 OAK KNOLL CT FONTANA CA 92337-0138 1776 RAFAEL ROA 15132 TEAKWOOD ST LAKE ELSINORE CA 92530-7331 1777 RAFAEL RODRIGUEZ 1205 CAOBA WAY SALINAS CA 93905-1206 1778 RAFAEL ROLA 2308 JASMIN AVE MODESTO CA 95350-3308 1779 RAHMATULLAH SAID 27412 TAMPA AVE APT 103 HAYWARD CA 94544-4466 1780 RAJINDER S SURI 12203 RIVES AVE DOWNEY CA 90242-3423 1781 RAJNESH SHARMA 18350 VIA ARRIBA SAN LORENZO CA 94580 1782 RAMAH RABAH 7336 GREENHAVEN DR SACRAMENTO CA 95831 1783 RAMAN SAMI MUDALIAR 2983 ROSEMONT DR SACRAMENTO CA 95826-4636 1784 RAMESH KUMAR MALK 500 LANDFAIR AVE LOS ANGELES CA 90024-2104 1785 RAMEX DELIVERY ATTN: RAMAN RABAH 6548 WYNDHAM DRIVEAPT 23 SACRAMENTO CA 95823 1786 RAMIRO FABIAN MORENO 1172 GREENBROOK DR DANVILLE CA 94526-4340 1787 RAMON GUEVARA FUENTES 37659 SCOMAR ST PALMDALE CA 93550 1788 RAMON LEANO 826 HARRIS AVE SAN DIEGO CA 92154-1325 1789 RAMON SALVADOR 18465 S JASMINE CT IOMA LINDA CA 92354 CALDERON 1790 RAMON UMALI 1804 DESTINY BLVD UNIT 107 KISSIMMEE FL 34741-6819 1791 RANCHO MIRAMAR INC ATTN: SEGISMUNDO JACQUEZ 1190 CALLE TESORO CHULA VISTA AZ 91915-1257 1792 RANDY WARREN SMITH 11705 OLD EUREKA WAY GOLD RIVER CA 95670-8136 1793 RAOUL GARCIA CEBALLOS 2105 LONDON CIR MODESTO CA 95356-0723 1794 RAUL AGUILAR 1737 W 16TH ST LONG BEACH CA 90813 1795 RAUL AQUINO 40848 BLACOW RD FREMONT CA 94538-3379 1796 RAUL DEPAZ 3024 MELVIN ST ROSAMOND CA 93560-6342 1797 RAUL DURAN 5809 VALENCIA DR RIVERSIDE CA 92509 1798 RAUL EDGARDO BANEGAS SR 5725 E PITT FRESNO CA 93725 1799 RAUL JR GARCIA 2708 RIDGELINE DR #H202 CORONA CA 91720 1800 RAUL LOPEZ 14663 TIGERTAIL RD APPLE VALLEY CA 92307-5246
40 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1801 RAUL M PEREZ 717 N LAFAYETTE PARK PL LOS ANGELES CA 90026-2917 1802 RAUL MIRANDA 1018 1/2 W 21ST ST LOS ANGELES CA 90007-3090 1803 RAUL ROSALES 2818 RENEGADE AV BAKERSFIELD CA 93306 1804 RAUL YUSON 1141 SAN MARINO COURT #102 CORONA CA 91719 1805 RAY FREGOSO 460 S DEVON RD ORANGE CA 92868-4149 1806 RAY GARCIA 1914 E GRANDVIEW DR PHOENIX AZ 85022 1807 RAY S FRY 13903 SPRING ST FONTANA CA 92335-0222 1808 RAYMOND VELASQUEZ 2842 N STARR RD PALM SPRINGS CA 92262 1809 RAYNAND PROFETA RIVERA 27466 SLEEPY HOLLOW AVE S HAYWARD CA 94545-4217 1810 RBM GROUND CORP ATTN: RAFAEL H. MUNOZ 6814 BONSALLO AVE LOS ANGELES CA 90044-6221 1811 REBECCA L MARQUEZ 41041 15TH ST W PALMDALE CA 93551-2131 1812 REBECCA L TIMPANO 41041 15TH ST PALMDALE CA 93551 1813 REBECCA PACKAGE SERVICE ATTN: REBECCA MARQUEZ 1758 W AVE L8 LANCASTER CA 93534-6967 LLC 1814 REBECCA PAULI 6094 BLOSSOM AV SAN JOSE CA 95123 1815 REGAL LOGISTIC LLC ATTN: L.SMITH & G.COFER 7743 18TH ST SACRAMENTO CA 95832-1173 1816 REGAN COLE 466 S SWEET RIDGE DR VAIL AZ 85641 1817 REM LOGISTICS INC ATTN: RUBEN CORONADO 2857 RAMBLING VISTA ROADE CHULA VISTA CA 91915 1818 RENALDO MARSLIN 1212 WHIPPLE AVE APT 219 REDWOOD CITY CA 94062-1505 1819 RENATO NERY FRANCO 611 BOUNTY DR FOSTER CITY CA 94404 1820 RENE NONE GALINDO 677 G ST SPC 34 CHULA VISTA CA 91910-3432 1821 RENO GREGANTI 1894 LEE RD 360 VALLEY AL 36854-6828 1822 REY ROLDAN TORREFIEL 3826 EASTWOOD CIR SANTA CLARA CA 95054-2124 1823 REYES J TREJO DBA REYES TREJO 805 S CERRITOS AVE APT G2 AZUSA CA 91702-5739 1824 RG & P INC ATTN: RALPH MILLER PO BOX 973 BLUE LAKE CA 95525-0973 1825 RHANIERY RODRIGO CHAVES 341 RANCHERO WAY TRACY CA 95376-1943 1826 RICARDO B DE OLIVEIRA 190 AMBER WAY LIVERMORE CA 94550-5153 1827 RICARDO CAMBEROS 3 S KENTON AVE NATIONAL CITY CA 91950-2142 1828 RICARDO CORTEZ 8308 STONYBECK CIR SACRAMENTO CA 95828-6650 1829 RICARDO GIBSON 1064 WILLIAMS ST SAN LEANDRO CA 94577-2608 1830 RICARDO GUIDO 5228 CEDAR RIDGE WA ANTIOCH CA 94531 1831 RICARDO HUERTA LOPEZ 4929 NIPOMO DR CARPINTERIA CA 93013-1714 1832 RICARDO LARA INC ATTN: LARA RICARDO 2084 MORLEY ST SIMI VALLEY CA 93065-3534 1833 RICARDO MONTEZ ABADIA SR 2251 LEXINGTON AVE SANTA MARIA CA 93458-1099 1834 RICARDO PARAGUASSU 5023 HOLLOW RIDGE WA ANTIOCH CA 94531 1835 RICARDO SILVA 1125 LOMA AVE UNIT 108 CORONADO CA 92118-2835 1836 RICHARD - 2ND BECERRA 850 VASSAR ST POMONA CA 91767-2549 1837 RICHARD - 2ND VAN 300 CARMEL AVE APT C MARINA CA 93933-3136 BENJAMIN 1838 RICHARD A JAVIER 723 HIGHLAND AVE APT 6 SAN MATEO CA 94401-2251 1839 RICHARD A MEDINA 5934 LAKESIDE COURT FONTANA CA 92392 1840 RICHARD C FILLER 812 PICCARD AVE SAN DIEGO CA 92154-2539 1841 RICHARD COMSTOCK 1560 OAK RIDGE WAY AUBURN CA 95603-3070 1842 RICHARD D PRATT 420 S OAK KNOLL AV PASADENA CA 91101 1843 RICHARD DILDINE 29726 CHAPARRAL WAY CANYON LAKE CA 92875 1844 RICHARD E NELSON 3740 ESPRESSO CT SANTA ROSA CA 95403 1845 RICHARD EVANS 835 835 LAKE VW SAN MARCOS CA 92079
41 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1846 RICHARD FARAO 140 MADERA ST WATSONVILLE CA 95076-3102
1847 RICHARD GAIDA 9357 CADORETTE AVE SANTEE CA 92071-2204
1848 RICHARD HONAKER 164 WALNUT ST ARROYO GRANDE CA 93420-3110
1849 RICHARD KASAINE 768 POTOMAC AVE SANTA ROSA CA 95407-2742
1850 RICHARD KNIGHT 10313 CAMINITO ARALIA APT 84 SAN DIEGO CA 92131-2020
1851 RICHARD M FALDA 12921 OAK KNOLL RD POWAY CA 92064-5621
1852 RICHARD S MCNIFF 747 E COLE AV FRESNO CA 93720
1853 RICHARD SHANEFELT 9985 FRONTIER TR CHERRY VALLEY CA 92223
1854 RICHARD THURMOND 2235 GILBERT AVE CORONA CA 92881-8617
1855 RICHARD TONY FARAO 140 MADERA ST WATSONVILLE CA 95076-3102
1856 RICHARD TRUJILLO 6416 FRIARS RD UNIT 219 SAN DIEGO CA 92108-5004
1857 RICHARDO PASSARELA 405 89TH ST APT 302 DALY CITY CA 94015-1824
1858 RICHERLAN HOLL 1105 YARROW PL SAN PABLO CA 94806-1875
1859 RICHERLAN HOLL 133 JACARANDA CT HERCULES CA 94547-2689
1860 RICK DELOPE 502 PEPPERTREE DR WINDSOR CA 95492-8359
1861 RICK WATTS 1259 E CALETA WAY PALM SPRINGS CA 92262-3319
1862 RICK WILLIAM PAIVA 346 SCOTT ST LIVERMORE CA 94551-4930
1863 RICKY D TURNIPSEED 363 SUNBERRY DR CAMPBELL CA 95008
1864 RICKY GLEN MCCLUSKEY 444 D ST RAMONA CA 92065-2462
1865 RICKY PEREZ 434 WESTBY ST CHULA VISTA CA 91911-1718
1866 RICKY-SWING BLAS 36363 BIRD SONG CT WINCHESTER CA 92596-8682 1867 RISA CO CORPORATION ATTN: RICARDO FLORES 11837 SINGLETON DR LA MIRADA CA 90638-1141
1868 RIVA FIGUEIREDO DAGRACA 1025 CADILLAC WAY APT 308 BURLINGAME CA 94010-8502 1869 RIVER CITY DELIVERY ATTN: WILLIAM NORTON PO BOX 1026 BELLA VISTA CA 96008-1026 SYSTEMS 1870 RIZALITO ESGUERRA 7907 EVENING SHADOWS AV LAS VEGAS NV 89131 1871 RM XPRESS LLC ATTN: ROYA SHOKARANE 855 BROOKLINE DR APT D SUNNYVALE CA 94087-1218
1872 ROBBIE ROSHA TOWNER 2100 E DESERT PARK AVE APT 5 PALM SPRINGS CA 92262-3573
1873 ROBERT A CRANE 5612 SAWGRASS LANE VALLEJO CA 94591
1874 ROBERT A FIELD PO BOX 358 ALPAUGH CA 93201-0358
1875 ROBERT A HARRIS 704 SILVER OAK TEHACHAPI CA 93561
1876 ROBERT A PITCOCK 28596 HAMPSHIRE DR SUN CITY CA 92587-9041
1877 ROBERT ADAM PIERCE 301 CANHAM RD SCOTTS VALLEY CA 95066-2703
1878 ROBERT B KELLY PO BOX 327 DIXON CA 95620-0327
1879 ROBERT B MICHALIDES 44632 STATE HWY 74 APT 8 HEMET CA 92544-5579
1880 ROBERT BOND 19924 WOODCHUCK TRL REDDING CA 96003-7446
1881 ROBERT CANIPE 1235 ROBINSON ST OROVILLE CA 95965
1882 ROBERT CARRASCO 1628 S MAYLAND AVE WEST COVINA CA 91790-5617
1883 ROBERT CEPEDA 270 S ROSE ST ANAHEIM CA 92805-4137
1884 ROBERT DOEPPING 18218 PARADISE MOUNTAIN RD VALLEY CENTER CA 92082
1885 ROBERT FERREIRA PO BOX 1255 MANHATTAN BEACH CA 90267-1255
1886 ROBERT G BURNS 68233 RISUENO RD CATHEDRAL CITY CA 92234-3861
1887 ROBERT G PETERS 10296 JONATHAN AVE CHERRY VALLEY CA 92223-4932
1888 ROBERT GARCIA 14122 PAWNEE RD APPLE VALLEY CA 92307-4280
1889 ROBERT GREGORY LEWIS 1271 CAPITOLA ST GROVER BEACH FL 93433-3230
1890 ROBERT HARRY NEILSON 4315 KINSBURY PL RIVERSIDE CA 92505
42 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1891 ROBERT HENDERSON 5744 BELL RD REDDING CA 96001-4704 1892 ROBERT JOHNSTON PO BOX 302 APPLETON WI 54912 1893 ROBERT KENNEY 938 CEDAR AVE CHULA VISTA CA 91911-1711 1894 ROBERT L RUFF 6140 MERLINDALE DR CITRUS HEIGHTS CA 95610-6750 1895 ROBERT LANCE SELLENTIN 653 E TYLER AV SISTERS OR 97759 1896 ROBERT LATHAM 8290 SVL BOX SPRING VALLEY LAKE CA 92395 1897 ROBERT M SODERQUIST 1703 MILTON WAY SALINAS CA 93906-4929 1898 ROBERT MARGENAU 342 FLORES CT PACHECO CA 94553-5267 1899 ROBERT MARTINEZ 422 JEFFERSON ST WATSONVILLE CA 95076-3908 1900 ROBERT NAVARRO 1242 GROVE AVE UPLAND CA 91786-2836 1901 ROBERT NOYES 8350 LOLA AV STANTON CA 90680 1902 ROBERT ORNELAS 316 PARK SHADOW CT BALDWIN PARK CA 91706 1903 ROBERT P HARKINS 480 MONDALE ST CORONA CA 92879-5886 1904 ROBERT PHUNG 10329 BECKLEY WAY ELK GROVE CA 95757-3513 1905 ROBERT PORRAS 4986 TWINING ST LOS ANGELES CA 90032-2135 1906 ROBERT RASH 173 NEVADA AV ROSEVILLE CA 95678 1907 ROBERT RASMUSSEN 8661 MILL POND PL RIVERSIDE CA 92508 1908 ROBERT SODERQUIST 1703 MILTON WAY SALINAS CA 93906-4929 1909 ROBERT SYLVESTER 14 LAGUNA CT CHICO CA 95928-7431 1910 ROBERT TORRENCE 65925 5TH ST DESERT HOT SPRINGS SC 92240-3004 1911 ROBERT W ODAM 4259 W CAMBRIDGE AVE FRESNO CA 93722-5476 1912 ROBERT WILLIAMS 2061 VILLAGE PARK WAY APT ENCINITAS CA 92024-5439 126 1913 ROBERTO A GONZALEZ 26435 WILLOWDALE CT MORENO VALLEY CA 92555-2325 1914 ROBERTO BARNES 5760 AVE JUAN BAUTISTA RIVERSIDE CA 92509-6405 1915 ROBERTO CALDERON 9301 1/2 VICTORIA AVE SOUTH GATE CA 90280-4425 1916 ROBERTO CARLOS 4252 BONITA RD # 286 BONITA CA 91902-1420 CONTRERAS 1917 ROBERTO G NAVARRO 131 S PARK AVE MONTEBELLO CA 90640-5016 1918 ROBERTO HERNANDEZ 7816 EDENDALE CT ELK GROVE CA 95758-6585 1919 ROBERTO LUNA 2704 COLLEGE LN LA VERNE CA 91750-3738 1920 ROBERTO MARTINEZ 171 PALOMAR ST APT 214 CHULA VISTA CA 91911-3427 1921 ROBERTO ROBLETO 157 LORRAINE AVE PITTSBURG CA 94565-5837 1922 ROBERTO ROBLETO 157 LORRAINE AVE PITTSBURG CA 94565-5837 1923 ROBERTO SECORD 137 W 103RD ST LOS ANGELES CA 90003-4607 1924 ROBIN E PAUL 9945 GOLD THORN ST LAS VEGAS NV 89183 1925 ROBIN LYNN RACSHKE 212 HUNTINGTON PL LOMPOC CA 93436-7122 1926 ROBIN MCKEEVER 2382 WAXWING AVE VENTURA CA 93003-7172 1927 ROBSON RANGEL 109 SWEET GUM CT HERCULES CA 94591 1928 ROD NEIL SIDELINGER 18800 COMMUNITY ST NORTHRIDGE CA 91324-4516 1929 RODERICK FRAZIER 4822 MISSION BCH CT ELK GROVE CA 95759-5122 1930 RODERICK S SUELLO 6941 VIA IRANA STANTON CA 90680-1924 1931 RODGER BENNETT 39670 CEDARWOOD DR MURRIETA CA 92563-5306 1932 RODNEY RUST 569 GINGER HAYWARD CA 94068 1933 RODNEY DEAS DBA DEAS 7162 WILD LILAC CT CORONA CA 92880-9282 1934 RODNEY GUSTAVO DE MELO 355 N WOLFE RD APT 824 SUNNYVALE CA 94085-3866 1935 RODNEY HOGATE 12642 SCANDIA ST GARDEN GROVE CA 92845-2949
43 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1936 RODNEY KAWIKA RIVERA 1619 GLENBROOK DR SANTA ROSA CA 95401-6002
1937 RODNEY MURICE TURNER 3661 CUMMINGS WA NORTH HIGHLANDS CA 95660
1938 RODOLFO MARCELLO 37829 ROSEMARIE ST PALMDALE CA 93550-5475
1939 RODOLFO VEGA RENTERIA 13332 BONANZA ST ARLETA CA 91331-4011
1940 RODRIGO CESAR DA SILVA 139 CRESTWOOD DR APT 15 DALY CITY CA 94015-3241 MORA 1941 RODRIGO D SIAPNO 45 SHAKESPEAR CT TRACY CA 95376-1433
1942 RODRIGO DE AQUINO 501 GONZALEZ ST TRACY CA 95376-5424
1943 RODRIGO LEMES 127 CRABAPPLE CT HERCULES CA 94597
1944 RODRIGO NEIVA 3301 ARENA BLVD APT 239 SACRAMENTO CA 95834-2536
1945 RODRIGO SANTANA 646 BADEN AVE APT 3 SOUTH SAN FRANCISCO CA 94080-3528
1946 RODRIGO SILVA 229 BOARDWALK AVE APT D SAN BRUNO CA 94066-2211 1947 ROGEL ENRIQUEZ DBA: RJ SERVICES 229 EVELYN CIR VALLEJO CA 94589-1894
1948 ROGELIO HERNANDEZ 112 SPECTACULAR BID ST PERRIS CA 92571
1949 ROGENIO FERREIRA 1330 COSTA AV SAN PABLO CA 94806
1950 ROGER RUELOS 7973 EL PASO CIR BUENA PARK CA 90620-2621
1951 ROGER SHROUT 1300 WENDY WAY MANHATTAN BEACH CA 90266-4260
1952 ROGER WACHTER 4306 SANDHURST WAY ROCKLIN CA 95677-4522
1953 ROGERIO RESENDE 8 OAK CREST CT # A NOVATO CA 94947-4749
1954 ROGERS FERREIRA 2602 VILLA CORTONA WAY SAN JOSE CA 95125-6254
1955 ROJEN BESHA 2720 CAMELLIA CT CORONA CA 92882-3649
1956 ROLANDO DE GUZMAN 1933 CLEAR CREEK LN COLTON CA 92324-4558
1957 ROLANDO F VENEGAS 730 ESAN FRANCISCO POMONA CA 91767
1958 ROLANDO LOPEZ 12488 MAMMOTH DR VICTORVILLE CA 92392-6211
1959 ROMAN GUZMAN 255 G ST # 355 SAN DIEGO CA 92101-6808
1960 ROMILSON DOS SANTOS 790 ALHAMBRA RD EL SOBRANTE CA 94083
1961 RON CONDON 43334 32ND ST LANCASTER CA 93536
1962 RON CURRY 1042 OVERLAND PL VACAVILLE CA 95687-4362
1963 RON SMITH 3500 BLACK ELK CT ANTELOPE CA 95843-4412
1964 RONALD 6TH PADERES 16562 SAGERBRUCH ST CHINO HILLS CA 91709
1965 RONALD GRATTEROLA 2430 CASA DEL ORO WAY ROCKLIN CA 95677-2922
1966 RONALD MASTERZ 14168 SUN FOREST DR PENN VALLEY CA 95946-9129
1967 RONALD MCCOLLUM 5753 E BERNADINE DR FRESNO CA 93727-7236
1968 RONALD MOLINARES 3173 POST STREEET #B SOUTH GATE CA 90280
1969 RONALD ROLA 1051 SAN GABRIEL SOLEDAD CA 93960-3367
1970 RONALD S PADERES 16562 SAGEBRUSH ST CHINO HILLS CA 91709
1971 RONALD SCOTT 811 VIRGINIA AVE RICHMOND CA 94804-2464
1972 RONALD SMITH 5 LAS PIEDRAS RANCHO SANTA MARGARI CA 92688-1627
1973 RONE ABREU 2998 HIGUERA AVE PINOLE CA 94564-1515
1974 RONIE PADILLA 10852 OAKTON WAY RANCHO CORDOVA CA 95670-2449 1975 RONIN TRANSPORTATION ATTN: SALVADOR MACIAS JR. 638 W 112TH ST LOS ANGELES CA 90044-4206
1976 RONNIE DE LA TORRE 3029 HAIDAS AV SAN DIEGO CA 92117
1977 RONNIE RENDEROS 816 W 57TH ST LOS ANGELES CA 90037-3628
1978 RONNY JOHNSON PO BOX 1862 ROSAMOND CA 93560-1862
1979 ROUM STEVE KHOTH 4148 50TH ST # A SAN DIEGO CA 92105-2113
1980 ROY E GUTIERREZ 20819 ELAINE AVE APT 203 LAKEWOOD CA 90715-1563
44 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
1981 ROY HUIZAR 15562 DEEP CANYON LN VICTORVILLE CA 92394-2523 1982 ROY MASON 1295 MASON WAY MCKINLEYVILLE CA 95519-7929 1983 ROY SAMPILO 3879 ALMENDRO WAY CAMARILLO CA 93010-4036 1984 ROZANNA ELAINE PICANTIN 16410 WOODLAND HILL LN WATSONVILLE CA 95076-9144 1985 RPSS INC ATTN: RAJINDER SURI 12203 RIVES AVE DOWNEY CA 90242-3423 1986 RS FINS INC ATTN: RUSSELL SCHIFF 830 CRESTED DR SUISUN CITY CA 94585-2172 1987 RSL DISTRIBUTION INC ATTN: ROBIN ROBB 9072 LA LUNA AVE FOUNTAIN VALLEY CA 92708-2724 1988 RTR NATIONAL ENTERPRISES ATTN: ROBERT RASMUSSEN 8661 MILL POND PL RIVERSIDE CA 92508-6619 INC 1989 RUBEN BARRETO 8383 EUREKA ST VENTURA CA 93004-2146 1990 RUBEN CORONADO 2736 N 40TH AV PHOENIX AZ 85009 1991 RUBEN E CAMPOS 2450 BOBCAT GLN ESCONDIDO CA 92029-4040 1992 RUBEN J MARTINEZ DBA RUBEN MARTINEZ 1524 HAZEL ST GRIDLEY CA 95948-2312 1993 RUBEN J MARTINEZ PO BOX 943 GRIDLEY CA 95948-0943 1994 RUBENS DA SILVA 765 SANDY BROOK CT RODEO CA 94572-2046 1995 RUBENS T DASILVA 765 SANDY BROOK CT RODEO CA 94572-2046 1996 RUDOLFO ESCALANTE 1929 BOX CAR DR MANTECA CA 95337-8203 1997 RUDOLFO SANDOVAL 14057 DANBROOK DR WHITTIER CA 90605 1998 RUDY - 2ND VAN BAEZ 402 N LA LUNA AVE OJAI CA 93023-1538 1999 RUDY LANZ 7621 CORNEL CT RANCHO CUCAMONGA CA 91730-1711 2000 RUDY SUMOVIC 776 D ST LINCOLN IA 95648 2001 RUFAS HOWARD 9311 OLIVE ST APT A OAKLAND CA 94603-1723 2002 RUFINO LUJANO 291 MATHILDA DR GOLETA CA 93117 2003 RUFINO V LUJANO 291 MATHILDA DR GOLETA CA 93117 2004 RUFO AVILES 8406 ROTHESAY PL STOCKTON CA 95209-2646 2005 RUFO AVILES 8406 ROTHESAY PL STOCKTON CA 95209-2646 2006 RUSH DELIVERY LLC ATTN: NORMAN VILLAMOR 44669 LOWTREE AVE LANCASTER CA 93534-2921 AUSTERO 2007 RUSLAN RUSS OSTROVETS 2821 GIBSON VIEW WAY ANTELOPE CA 95843-4030 2008 RUSSELL A BATES JR 1010 7TH ST CORONADO CA 92118-2112 2009 RUSSELL BRINKLEY PO BOX 6241 CHICO CA 95927-6241 2010 RUSSELL HANSEN 8265 HILLGROVE ST GRANITE BAY CA 95746 2011 RUSSELL L STANFORD 36 ALLYSSUM RANCHO SANTA MARGARI AC 92688-5416 2012 RYAN JESS GOMEZ 4762 LAUREL RIDGE DR RIVERSIDE CA 92509-5453 2013 RYAN KIZIRIAN 11261 CHESTNUT CLOVIS CA 93611 2014 RYDS EXPRESS CORP ATTN: SERGEY P. CHERNIK 4441 WINJE DR ANTELOPE CA 95843-6032 2015 S&R TRUCKING INC ATTN: STEVEN GRAY 325 S AZUSA AVE WEST COVINA CA 91791-1905 2016 SABAS CHOLULA 4405 38TH AV SACRAMENTO CA 95824 2017 SACER INTERNATIONAL ATTN: EDGARD PEREZ 8156 KELVIN AVE WINNETKA CA 91306-1722 SERVICES 2018 SAL S P&D SERVICE ATTN: ERIK SALDANA 489 N ANGELINA DR PLACENTIA CA 90780 2019 SAL’S P&D SERVICE ATTN: ERIK SALDANA 9430 BAIRD AVE LOS ANGELES CA 90002-2134 2020 SALVADOR ORTIZ 322938TH ST SAN DIEGO CA 92121 2021 SALVADOR SANDOVAL 21925 BADEAU AVE CARSON CA 90745-2419 2022 SAM J SEARCY 9095 GRAY BLUFF DR LAS VEGAS CA 89129-7023 2023 SAM KHMER CORPORATION ATTN: SOPHAL P SAM 6105 E PASEO RIO AZUL ANAHEIM CA 92807-2322 2024 SAM RAMOS 2513 GASPAR AVE COMMERCE CA 90040-2219 2025 SAM YOK 137 W 233RD ST CARSON CA 90745-5206
45 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
2026 SAMBONN BAN 437 W ROMANA BLVD APTC SAN GABRIEL CA 91776 2027 SAMUEL ANDRADE 10291 SERRANO AVE SAN JOSE CA 95127-3246 2028 SAMUEL CHARLES 1198 PALM AVE ATWATER CA 95301-3314 RONVEAUX II 2029 SAMUEL JUAREZ 3526 AVENIDA AMOROSA ESCONDIDO CA 92029 2030 SAMUELSON FERREIRA 125 MOSS AVE OAKLAND CA 94611-5475 2031 SANCHEZ TRANSPORTATION ATTN: HOLGAR SANCHEZ 8263 BROOKGREEN RD DOWNEY CA 90240-2219 LLC 2032 SANDRA GONZALES 45323 VISTA VERDE TEMECULA CA 92592-9284 2033 SANDY J OLMOS 1217 ACACIA AVE HUNTINGTON BEACH CA 92648-4051 2034 SANG YIM 1038 DEWEY AVE APT 2 LOS ANGELES CA 90006-2669 2035 SANG YIM 26055 PINTO CT MORENO VALLEY CA 92555-3366 2036 SANJAY PRAKASH 8282 CALVINE RD APT 1108 SACRAMENTO CA 95828-9321 2037 SANTANA COURIER SERVICES ATTN: LUIZ PEREIRA SANTANA 5214F DIAMOND HTS BLVAPT 814 SAN FRANCISCO CA 94131 INC 2038 SANTIAGO MENDOZA 36828 35TH ST E PALMDALE CA 93550-8352 2039 SASA DJORDJEVIC 22700 LAKE FOREST DR APT 233 LAKE FOREST CA 92630-1702 2040 SASAN SHANOSSAINI 3040 MEYERS RD CAMINO CA 95709-9550 2041 SATGUR SHARAN SINGH 4780 CREST AVE RIVERSIDE CA 92503-2919 ATHWAL 2042 SBNC INC ATTN: BAN SAMBONN 611 S ARDEN ST ANAHEIM CA 92802-1216 2043 SCALERCIO INT’L ATTN: GUS SCALERCIO 1224 LANGFORD ST OCEANSIDE CA 92058-2212 2044 SCOT A MACKENZIE 37 PINEHAVEN DR DALY CITY CA 94015-3545 2045 SCOTT ARNE HELFLER 464 GRENACHE AVE MADERA CA 93637-4819 2046 SCOTT DAWE 2426 23RD AVE SAN FRANCISCO CA 94116-2437 2047 SCOTT DIPPEL 49 PACIFIC AVE AUBURN CA 95603 2048 SCOTT K MILLER 3001 MASSASOIT AVE SAN DIEGO CA 92117-2522 2049 SCOTT M FOSTER 2035 WESTWOOD AVE REDDING CA 96001-4830 2050 SCOTT MASSENGALE 3122 JAVA CT WEST SACRAMENTO CA 95691-5880 2051 SCOTT SLYKER 38 RANDALL LN SANTA ROSA CA 95409-4117 2052 SCOTT THOMAS 9493 CHICORY FIELD WAY ELK GROVE CA 95624-6058 2053 SCOUT DELIVERY CORP ATTN: JOSE A. RAMIREZ 15808 FALLEN LEAF RD LA PUENTE CA 91744-4565 2054 SEAN TE 2140 THURIN ST APT C1 COSTA MESA CA 92627-1988 2055 SEAN WILFRED ORR 483 ARBOLES DR BISHOP CA 93514-7651 2056 SEBASTIAO A VIEIRA 39 LIGHTHOUSE LN RICHMOND CA 94804-7403 2057 SECORD ENTERPRISES INC ATTN: ROBERTO SECORD 9620 ORIZABA AVE DOWNEY CA 90240-3229 2058 SEKO INC ATTN: JOSEPH SEKO 1722 ELEVENTH AVE SAN LEANDRO CA 94577 2059 SENG EPP INC ATTN: EDDIE SENG 27799 TAMRACK WAY MURRIETA CA 92563-7026 2060 SERAFIN NONE MANCERA 451 SONORA WAY BRANDEIS CA 93064-0001 2061 SERGEY KASHCHENKO 8630 BIRCH LEAF CR SACRAMENTO CA 95828 2062 SERGIO A CUSTODIO 24881 ALDERBERRY PL HAYWARD CA 94544-1679 2063 SERGIO ARREDONDO JR. PO BOX 972 CEDAR GLEN CA 92321-0972 2064 SERGIO CANTU 34 CHAPARRAL DR POMONA CA 91766-4849 2065 SERGIO DA COSTA 50 WOODSIDE #621 REDWOOD CITY CA 94061 2066 SERGIO GARZA 615 S PACIFIC AVE GLENDALE CA 91204-1849 2067 SERGIO GODINEZ 15630 ROSALES ST SYLMAR CA 91342-3646 2068 SERGIO PALOMERA 8681 TEA CART CT SACRAMENTO CA 95828-5064 2069 SERGIO RIBEIRO CANTOLI 273 SKYLINE DR DALY CITY CA 94015 2070 SEROJ SEPANIAN 1366 WESTERN AVE GLENDALE CA 91201-1429
46 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
2071 SEROJ ZADOORIAN 14882 CORDOVA PL WESTMINSTER CA 92683 2072 SETH A VILLARREAL 3346 E LIBERTY AVE FRESNO CA 93702-4020 2073 SHAHRAM INC ATTN: SHAHRAM TABIBIAN 17440 BURBANK BLVD APT 210 ENCINO CA 91316-1703 2074 SHAHZAD AHMAD 6308 TURIN CT ELK GROVE CA 95757-2811 2075 SHALENDRA DEO SHARMA 1837 QUIMBY RD SAN JOSE CA 95122-1239 2076 SHANE HUFF 1502 N LAGUNA AVE FARMINGTON NM 87401-7019 2077 SHANNON LYNN MARTINEZ 508 COLLECTION ST MODESTO CA 95356-4325 2078 SHAUN GILLESPIE 1133 MEADOW LN CONCORD CA 94520 2079 SHAUN MCCORKLE 250 PERSIMMON DR WINDSOR CA 95492-8181 2080 SHAUN WILDER 9227 WAGNER HEIGHTS CT STOCKTON CA 95209-1787 2081 SHAWN BREAKEY 9464 CHICORY FIELD WAY ELK GROVE CA 95624-6058 2082 SHAWN HERBERT 45503 SAIGON AVE LANCASTER CA 93534-1332 2083 SHAWN KARIMLOO 13202 MYFORD RD APT 210 TUSTIN CA 92782-9107 2084 SHAWN OCONNELL 7908 CHARCREST CT FAIR OAKS CA 95628-5846 2085 SHAWN SHELDON ANTOINE 14571 SANTA FE TRL VICTORVILLE CA 92392-6132 2086 SHAWNA PIERCE 5861 FAGAN DR REDDING CA 96001-4603 2087 SHEA PETERSON 28548 ORANGE AVE ESCALON CA 95320-9650 2088 SHEILA TOOMEY 302 CITATION DR MADISONVILLE LA 70447 2089 SHELLEY DOWST 5735 GELDING CT LAKE WORTH CA 33449-5416 2090 SHENEEZ ATTN: HEWAD WARDAK 67 COLONY WAY ALISO VIEJO CA 92338 2091 SHERMAN KEMP 3425 DICKSON DR SANTA MARIA CA 93455-2742 2092 SHU TUNG LEE 1428 PARK ENTRANCE DR SAN JOSE CA 95131-3016 2093 SIDNEY DEMELO 731 GRAYMONT CI CONCORD CA 94518 2094 SIDNEY FERNANDO DE MELO 731 GRAYMONT CIR CONCORD CA 94518-2830 2095 SILVA DENY B 223 ROSSEVELT AVE SUNNYVALE CA 94083 2096 SILVA VALDSON 1441 DETROIT AVE APT 153 CONCORD CA 94520-3540 2097 SIMEON MALASIG 3618 DORENA PL WEST SACRAMENTO CA 95691-6238 2098 SIMEON S MALASIG 2 PACINI AVE PITTSBURG CA 94565-5726 2099 SINGLE WORK AREA GROUP ATTN: LORI HENLEY 2707 APPLEWOOD DR ONTARIO CA 91761-0320 INC 2100 SIRLE F COSTA JR. 243 BUENA VISTA AVE APT 1114 SUNNYVALE CA 94086-4870 2101 SLH ENTERPRISES INC ATTN: SHAWN HUBBARD 4304 LEXINGTON CT PALMDALE CA 93552-4314 2102 SMALL BUSINESS SUPPORT ATTN: DAVID KLOCKSIEBEN 2290 LERONA AVE ROWLAND HEIGHTS CA 91748-3900 GROU 2103 SOBEYDA MORALES 3647 E 54TH ST MAYWOOD CA 90270-4104 2104 SOCAL TRANSPORT & ATTN: BRIAN BAHRALMEIDA 1645 KLAUBER AVE SAN DIEGO CA 92114-2118 LOGISTICS 2105 SOCORRO RAZO 415 E BROADWAY APT 15 SAN GABRIEL CA 91776-1865 2106 SOKSAN TRUCKING INC ATTN: BARANG SENG 5772 RICHMOND AVE GARDEN GROVE CA 92845-2021 2107 SOLORZANO SERVICES INC ATTN: MAURICIO SALORZANO 13815 HAWK CT VICTORVILLE CA 92394-7572 2108 SOMKIET CHUENSUMRAN 11076 SHARP AV MISSION HILLS CA 91345 2109 SOPHAL SAM 12631 VOLKWOOD ST GARDEN GROVE CA 92840-5956 2110 SOUTH BAY H&T CORP ATTN: ERIC BASKETT 3218 W 181ST ST TORRANCE CA 90504-4022 2111 SPEEDY COURIER SERVICE ATTN: VICTOR RESENDEZ 1528 E AVE J2 LANCASTER CA 93535-4242 2112 SRM DELIVERY LLC ATTN: SALVADOR RAMIREZ 13130 JULIAN DR DESERT HOT SPRINGS CA 92240-5722 2113 SSK DELIVERY SERVICE INC ATTN: STEPHEN SCHAFFER 11625 ALVEO WAY SAN DIEGO CA 92127-1140 2114 STACY SILVEIRA 894 PROVINCETOWN DR SALINAS CA 93906-4866 2115 STANLEY M YOUNG 1421 CULVER PL SAN LORENZO CA 94580
47 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
2116 STEPHEN K HAUSSLER 1966 VIEWPOINTE CIR SANTA ROSA CA 95403-0961 2117 STEPHEN L SCHAFFER 11625 ALEVO WAY SAN DIEGO CA 92127 2118 STEPHEN POEHLMAN 7955 ARLY CT SANTEE CA 92071 2119 STEPHEN POEHLMAN 8716 VISTA DEL VERDE EL CAJON CA 92021-2051 2120 STEPHEN WILLIS 508 V ST SACRAMENTO CA 95818-1235 2121 STEVE A THOMAS 812 LIVE OAK WAY LODI CA 95242-2047 2122 STEVE ATWOOD 85 RIKER ST SALINAS CA 93901-2046 2123 STEVE BOWEN 11150 ORION WAY SAN DIEGO CA 92126-1927 2124 STEVE DOZIER 355 FOREST VIEW DR SOUTH SAN FRANCISCO CA 94080-1313 2125 STEVE FLORES 828 CORNELL CT SANTA MARIA CA 93454-5500 2126 STEVE FREDRICK LEACHMAN 8402 RANCHETTE DR REDDING CA 96001 2127 STEVE GORS 26460 ARBORETUM WAY UNIT MURRIETA CA 92563-7265 1207 2128 STEVE GREEN 44250 VILLETA DR LA QUINTA CA 92253 2129 STEVE HANSEL 12257 QUEENSBURY DR RCH CUCAMONGA CA 91739 2130 STEVE KOTH 4148 50TH ST APT A SAN DIEGO CA 92105-2113 2131 STEVE ROUILLER 1783 NAPLES DR CENTRAL POINT OR 97502-3613 2132 STEVE SALDATE 42744 YOSEMITE SPRINGS WA COARSEGOLD CA 93614 2133 STEVE SILVA 8900 W VERNALIS RD TRACY CA 95377 2134 STEVE TUNG LE 3765 CORKERHILL WAY SAN JOSE CA 95121-1421 2135 STEVE VAN DER SLUIS 3700 ROSE SPRINGS CT RESCUE CA 95672-9446 2136 STEVE WIGHTMAN 2438 253RD ST LOMITA CA 90717-2012 2137 STEVEN A VANDERSLUIS 2881 RIO VISTA DR MINDEN NV 89423-7845 2138 STEVEN ANTHONY SPOLAR 25700 UNIVERSITY CT APT 107 HAYWARD CA 94542-1688 2139 STEVEN BARON 5786 W SAMPLE AVE FRESNO CA 93722-3153 2140 STEVEN COX 3803 ROLLAND DR COTTONWOOD CA 96022-9798 2141 STEVEN CURTIS LUJAN 4807 GOLDEN RIDGE DR CORONA CA 92880-9422 2142 STEVEN DALE HAMILTON 610 N COMSTOCK CT VISALIA CA 93292-4425 2143 STEVEN DODGE 606 DANROSE DR AMERICAN CANYON CA 94503-1328 2144 STEVEN JOSEPH HORNING 2721 CAMINITO SAN PABLO DEL MAR CA 92014-3823 2145 STEVEN M MARSHALL 2581 CALIFORNIA PARK DR APT CHICO CA 95928-4004 135 2146 STEVEN M MINNIER 1540 GREEN VALLEY RD DANVILLE CA 94526-1954 2147 STEVEN PEREZ 4714 PEACHWOOD CIR CORONA CA 92882 2148 STEVEN PRATT 340 N SUNNYSIDE AVE FRESNO CA 93727-3455 2149 STEVEN R KERSTEN PO BOX 1341 LA QUINTA CA 92253 2150 STEVEN WARE 3330 W 147TH ST APT 210 HAWTHORNE CA 90250-9062 2151 STILLBREEZE EXPRESS INC ATTN: GHASSAN A AWWAD PO BOX 1015 CAPITOLA CA 95010-1015 2152 STRAIGHTLINE DEL SER LLC ATTN: JAMES SANAGUSTIN 3608 CHANT DR MODESTO CA 95355-8482 2153 SUNWORLD DELIVERIES INC ATTN: TANFIRU LEATHERWOOD 15712 S TARRANT AVE COMPTON CA 90220-3231 2154 SURINDER S SANDLAS 838 KNICKERBOCKER DR STOCKTON CA 95210 2155 SUZANNE ANDRADE 3717 WALDWICK CIR EL DORADO HILLS CA 95762-6256 2156 T & BN TRANSPORT INC ATTN: JARIM TOVAR 207 MOHR ST LAKE ELSINORE CA 92530-3330 2157 T & C DELIVERY ATTN TERRY SAWYER 5304 PINE GROVE CT BAKERSFIELD CA 93313-6097 2158 TAM HUNG DIEP 1738 TUSTIN DR SAN JOSE CA 95122-1519 2159 TANGCO RAYMOND 3541 FARIA ST CAMARILLO CA 93010-3937 QUIRANTE 2160 TANYA SPENCE 510 JUNCTION AV LIVERMORE CA 94551
48 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
2161 TAPIS S GENERAL SERVICES ATTN: NICOLAS TAPIA 69725 RIDGEWAY AVE CATHEDRAL CITY CA 92234-1109 INC 2162 TCK’S PCA #197 INC ATTN: TERRY SAWYER 5304 PINE GROVE CT BAKERSFIELD CA 93313-6097 2163 TEAM BAEZA INC - 2ND VAN ATTN: OSCAR BAEZA 4116 LA JOLLA DR PALMDALE CA 93552-5109 2164 TEAM MONEGO LLC ATTN: IVAN MONEGO 207 AZEVEDO CIR SAN JOSE CA 95125-6651 2165 TEAM PLAYER CORPORATION ATTN: ARMANDO GONZALEZ 1248 MARIPOSA ST APT 105 GLENDALE CA 91205-3277
2166 TED CORNEJO 524 BUENA VISTA AVE ALAMEDA CA 94501-2032 2167 TED KIM ATTN: HEIDI 1921 147TH PL BELLEVUE WA 98007
2168 TEDDY A PINON 233 W POLK SANTA MARIA CA 93454 2169 TELSAL TRUCKING INC ATTN: SALVADOR SANDOVAL 5415 BILOXI AVE NORTH HOLLYWOOD CA 91601-2914
2170 TERCIO CAMPOS 287 MERIDIAN ST BOSTON MA 02128
2171 TERRIL DOUGLAS 2614 CALISTOGA CT LIVERMORE CA 94550-7331
2172 TERRY FAULKENBURY 802 MONARCH CT REDDING CA 96003-1975
2173 TERRY JAMES SAIT 335 EARL AVE ROSEVILLE CA 95678-3217
2174 TERRY KEIM 2025 MCGREGOR DR RANCHO CORDOVA CA 95760
2175 TERRY LOCATELLI 3724 W TENAYA AVE FRESNO CA 93711-0876
2176 TERRY PEW 602 E BUNNY AVE SANTA MARIA CA 93454-2910
2177 TERRY SAWYER 5304 PINE GROVE CT BAKERSFIELD CA 93313-6097
2178 TERRY WILLIS 22246 CROWN PRINCESS CT NUEVO CA 92567-8827
2179 THAD - 2ND BALDWIN 1078 SNOWSHOE WAY MANTECA CA 95336-3827 2180 THE A-TEAM LLC ATTN: CHARLES MOTTONEN 4915 JUMANO AVE SAN DIEGO CA 92117-6221
2181 THE ESTATE OF LARRY 482 DRAKELEY AVE ATWATER CA 95301-4429 CERVANT 2182 THENG SEAN BAN 1521 E 56TH ST LONG BEACH CA 90805-4835
2183 THEODORE D WALKER 162 MARCUS AVE RICHMOND CA 94801-1704
2184 THEODORE ROBERT GRUNT 8726 WAHL ST SANTEE CA 92071-3351
2185 THEODORO MONTOYA 10461 NAPA RD ADELANTO CA 92301-2388
2186 THERESA A GREENLEE 2409 WALTER DR MODESTO CA 95351-4859
2187 THIAGO LOPES MALENA 527 MORAGA ST SAN FRANCISCO CA 94122-4635
2188 THOMAS - 3RD VAN BERRY 28844 SECO CANYON RD SANTA CLARITA CA 91390-4083
2189 THOMAS - 4TH VAN OURAGA 3520 W 58TH PL LOS ANGELES CA 90043-3004
2190 THOMAS DRAPER 2847 DAMICO DR SAN JOSE CA 95148-3642
2191 THOMAS J CARROLL 44930 TORTOLA CIR LA QUINTA CA 92253-3957
2192 THOMAS J HULSEY 3031 TOSCA WAY CONCORD CA 94520-1624
2193 THOMAS J JOYCE 106 SAYBROOK AVE VACAVILLE CA 95687-4129 2194 THOMAS LOGISTICS LLC ATTN: DONNIE THOMAS 321 OROVILLE CT DISCOVERY BAY CA 94505-2600
2195 THOMAS LOPEZ 6169 ALBEMARLE ST SAN DIEGO CA 92139-1748
2196 THOMAS MCCONNELL 202 FALLING STONES CT HENDERSON NV 89012
2197 THOMAS MULHOLLAND 315 MANZANITA AVE ROSEVILLE CA 95678-1718
2198 THOMAS NORDEN 13655 TWIN LAKES LN REDDING CA 96003-7040
2199 THOMAS O KEMP 930 LAURELWOOD DR SAN MATEO CA 94403-4005
2200 THOMAS OLIVA JR. 5926 W FEEMSTER CT VISALIA CA 93277-8677
2201 THOMAS PARKS 1308 N NAOMI ST BURBANK CA 91505-1938
2202 THOMAS RICARDO DAGGETT 721 W FRANKLIN AVE FRESNO CA 93706-1415
2203 THOMAS ROGERS 5505 NEW HARBOR CT UNION CITY CA 94587-5191
2204 THOMAS SCHEU 1749 JEFFREY CT SANTA CLARA CA 95051-2911
2205 THOMAS SMITH PO BOX 740027 SAN DIEGO CA 92174-0027 49 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
2206 THOMAS W HECKER 11700 MILL VALLEY ST PARKER CA 80138-8793 2207 THOMAS WAYNE 12461 WEMBLEY RD LOS ALAMITOS CA 90720-4732 WHITWORTH 2208 TIAGO ALVES PAIVA 399 IMPERIAL WAY APT 13 DALY CITY CA 94015-2563 2209 TIM CATES 806 NEWHALL CT STOCKTON CA 95210-1447 2210 TIM CHAN 1842 SMARENGO AVE #44 ALHAMBRA CA 91803 2211 TIM HORN 5045 MESA RIDGE DR ANTIOCH CA 94531-8007 2212 TIM HUNT 467 SARATOGA AVE # 36 SAN JOSE CA 95129-1326 2213 TIM MOORE 2037 E BURLINGAME AVE FRESNO CA 93710-4501 2214 TIM ROOT 2310 SHINING STAR WAY REDDING CA 96003 2215 TIM SCALLEN 740 W VALLEY DR APT 9 CAMPBELL CA 95008-5024 2216 TIMOTHY HORN 5045 MESA RIDGE DR ANTIOCH CA 94531-8007 2217 TIMOTHY JAMES BARKER 171 ELDER AVE IMPERIAL BEACH CA 91932-2450 2218 TIMOTHY JAMES CREWS 6981 FOOLS CANYON RD GEORGETOWN CA 95634-9613 2219 TIMOTHY JAMES HOWARD 376 E 12TH ST BEAUMONT CA 92223-1846 2220 TIMOTHY O NICKOLOFF 2121 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-7021 STE 2 2221 TIMOTHY PATRICK COFFEE 215 PACIFIC OAKS RD APT 209 GOLETA CA 93117-2937 2222 TIMOTHY PEAKER 2718 LA CRESTA DR BAKERSFIELD CA 93305-1718 2223 TINK’S PROJECT INC ATTN: MICHAEL THOMAS 292 DUPERU DR CROCKETT CA 94525-1436 2224 TIRSO DE LA CRUZ 2076 LUCRETIA AVE APT 111 SAN JOSE CA 95122-3309 2225 TIZU INC ATTN: JESUS LUNA 3816 4TH AVE LA CRESCENTA CA 91214-2317 2226 TJW DELIVERIES LLC ATTN: JUSTIN WORDEN PO BOX 5622 SANTA MARIA CA 93455 2227 TMD HOME DELIVERY LLC ATTN: CAESAR DESTURA 12523 LIMONITE AVE UNIT 276 MIRA LOMA CA 91752-3665 2228 TOBEY VOPAT 6854 VIA VERANO CARLSBAD CA 92009-6021 2229 TOBY M PEREZ 251 BEALS DR ATWATER CA 95301-3855 2230 TODD L MELVIN 10581 MAIN ST POTTER VALLEY CA 95469 2231 TODD MURPHY 217 LACEY AV MAYLENE AL 35114 2232 TODD SO 27799 TAMRACK WAY MURRIETA CA 92563-7026 2233 TOM SCHEU 1749 JEFFREY CT SANTA CLARA CA 95051-2911 2234 TOM WOLAVER 320 HOBBS LN SANTA MARIA CA 93455-3728 2235 TOMMY ANTHONY 724 N 16TH ST SAN JOSE CA 95112-3026 GALLARDO 2236 TOMMY DILLARD 19768 FRESHWATER DR COTTONWOOD CA 96022-7755 2237 TONY JEFFERY TRAMMELL 711 NW 45TH ST OKLAHOMA CITY OK 73118-6633 2238 TOOSAN INC ATTN: DONGGIRL SEO 2017 MARENGO AVE SOUTH PASADENA CA 91030-4632 2239 TOP SHELF DELIVERY LLC ATTN: JAMES LEATHERWOOD 1501 STRAWBERRY DR PERRIS CA 92571-3781 2240 TORRE DONNELL WATSON 2646 STONECREEK DR APT 205 SACRAMENTO CA 95833-1932 2241 TRACI WATKINS 3708 GHIA CT MODESTO CA 95356-1918 2242 TRACY ODELL GILLIAM 5409 SOMIS WAY 650047THST APT SACRAMENTO CA 95828 31 2243 TRANSITION TRUCKING ATTN: JESSE GALLEGOS 24131 DEL AMO RD RAMONA CA 92065-4124 2244 TRAVIS TIMOTHY NICOLAY 5186 E BONNYVIEW RD REDDING CA 96001-4507 2245 TRAVIS TIMOTHY NICOLAY 5186 E BONNYVIEW RD REDDING CA 96001-4507 2246 TRAVIS URQUHART 5930 PENTZ RD PARADISE CA 95969-5545 2247 TRENT LEVINSON PO BOX 2072 RUNNING SPRINGS CA 92382-2072 2248 TRENT WILLIAMS 8552 DEWBERRY WAY ELK GROVE CA 95624-1246 2249 TREVOR SYERS 11660 BROMONT AVE PACOIMA CA 91331-1312 2250 TRIANTAFILLOS 25162 VIA CATALINA LAGUNA NIGUEL CA 92677-7364 PAPAPOSTOLOU
50 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
2251 TRIPLE C PACKAGES INC ATTN: STEVE FLORES 828 CORNELL CT SANTA MARIA CA 93454-5500 2252 TROLEZI SERVICES LLC ATTN GERALDO AGOSTINHO 633 AZORES CIR BAY POINT CA 94565-3042 2253 TROY COURIER SERVICES INC ATTN: CRISTIANO XAVIER 301 ROLLINS RD APT 3 BURLINGAME CA 94010-2874
2254 TROY L NEWMAN 9816 LAWLOR ST OAKLAND CA 94605-4862
2255 TROY N GARNER 1454 W 25TH ST LOS ANGELES CA 90007-1631
2256 TROY SALAZAR 861 BLACKWOOD RD CHULA VISTA CA 91910-6756 2257 T-TEX GROUND CORP ATTN: TERRENO TOJAUN BUTLER 3663 MOUNT RUBIDOUX DR RIVERSIDE CA 92501-2020
2258 TY GRANADOS 30356 AVENIDA XIMINO CATHEDRAL CITY CA 92234-2850
2259 TYE ARNETT 1415 MADRONE LN DAVIS CA 95618-1460
2260 TYREE J HOPPOCK 3422 MICHIGAN AVE FRESNO CA 93722
2261 TYRONE D BURGHARDT 38632 30TH ST E PALMDALE CA 93550-4202 2262 TZR CUSTOM DELIVERY LLC ATTN: ANTHONY RUBIO 363 N SUNNYVALE AVE SUNNYVALE CA 94085-4318 2263 U & A PRECISION LOG ATTN: JOSE MARTINEZ 1752 S SAN ANTONIO AVE POMONA CA 91766-5553 2264 ULTIMATE PACIFIC CORP ATTN: TIM K. CHAN 709 SAN SALVATORE PL SAN GABRIEL CA 91775-1622
2265 URBAN YETASOOK 27904 REDWOOD GLEN RD VALENCIA CA 91354-1370
2266 URIEL AZA 1944 E EIGTH ST STOCKTON CA 95206
2267 UTCHE B ADILI 3330 W 147TH ST APT 218 HAWTHORNE CA 90250-9063 2268 V & G SERVICES ATTN: CARLOS GUADARRAMA 636 S SIENA ST SAN DIEGO CA 92114-7932 2269 V & R DELIVERY SERVICE INC ATTN: RONALD HOWARD 3301 W 41ST ST LOS ANGELES CA 90008-3713 2270 V&A PRECISION LOGISTICS ATTN: JOSE MARTINEZ 1752 S SAN ANTONIO AVE POMONA CA 91766-5553
2271 VAGNER 2ND DELGADO 448 FELDSPAR LN SANTA ROSA CA 95407-5403
2272 VALENTIN FEYTSER 8579 LONGSPUR WAY ANTELOPE CA 95843-5040
2273 VALTEIR DE BARROS 2013 SIERRA RD APT C CONCORD CA 94518-2913 2274 VALUABLE TRUCKING LLC ATTN: ABLE ALVAREZ 3942 CLAREMONT ST IRVINE CA 92614-6663
2275 VANDALIVIA SANTOS 3062 LOGGINS LN TRACY CA 95377-7933 OLIVEIRA 2276 VANDERLEI MIRANDA 5103 LEGHORN CV ROUND ROCK CA 78681-5524
2277 VENANCIO CARRERA 9660 VILLA LA MORA AVE LAS VEGAS CA 89147-8440
2278 VENOR LOPES PO BOX 1048 BELMONT CA 94002-1048
2279 VERGILIO DEVIS ROXAS 2227 AUTUM OAK PL STOCKTON CA 95209
2280 VERLE ALLYN SMITH 9060 CROWLEY WAY ELK GROVE CA 95624-3115
2281 VICKI LEACHMAN 8403 RANCHETTE DR REDDING CA 96001-5550
2282 VICTOR CHUPINA 1351 CANTERBURY PL PERRIS CA 92571-9408
2283 VICTOR GODOY 161 W STROUBE ST OXNARD CA 93036
2284 VICTOR H ALBIZURES 1014 W 132ND ST GARDENA CA 90247-1815
2285 VICTOR MUNOZ 3217 FARNSWORTH AVE LOS ANGELES CA 90032-2339
2286 VICTOR R GOMEZ 13503 BONA VISTA LN LA MIRADA CA 90638-2804
2287 VINCENT COMEAUX 8616 MELLOWOODS WAY SACRAMENTO CA 95828-5027
2288 VINCENT NGUYEN 1142 RAPOSA DR SAN JOSE CA 95121-2544
2289 VINCENT PLOURDE 3779 WILSON AVE UNIT C SAN DIEGO CA 92104-3923
2290 VINCENTE JR PEREZ 353 SAN RELIPE PL SAN DIEGO CA 92114
2291 VITALI POPOV 10053 TUJUNGA CANYON BLVD TUJUNGA CA 91042-2059
2292 VITALLY CHERNIOGLO 7666 MARINWOOD CT SACRAMENTO CA 95828-5005
2293 VLADIMIR MARTINS 3258 MAUI ST WEST SACRAMENTO CA 95691-5878
2294 VLADIMIR MARTINS 3258 MAUI ST WEST SACRAMENTO CA 95691-5878 2295 VMG INC ATTN: VICTOR GALDAMEZ 11251 REDDIFORD CT RIVERSIDE CA 92505-2340
51 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
2296 VOLNEI MONEGO 207 AZEVEDO CIR SAN JOSE CA 95125-6651 2297 VSLON LLC ATTN: VITALI POPOV 10053 TUJUNGA CANYON BLVD TUJUNGA 91042-2059 2298 VUE LEE 6430 W 2ND ST RIO LINDA CA 95673-3230 2299 WALDIR DA SILVA 1231 CALLE ORIENTE APT 4 MILPITAS CA 95035-3712 2300 WALERIA MENDES 345 FIRECREST AV PACIFICA CA 94044 2301 WALERIA MENDES 995 WESTWOOD ST HAYWARD CA 94544-4415 2302 WALLACE SCOTT ROBINSON 711 W S 7TH ST SHELBYVILLE IL 62565-2013 2303 WALTER AYALA 11940 EL CENTRO RD OAK HILLS CA 92344 2304 WALTER GAMA 127 CRABAPPLE CT HERCULES CA 94547-2681 2305 WALTER IBARRA 3319 BALDWIN PARK BLVD APT EBALDWIN PARK CA 91706-4885 2306 WANDERSON FONSECA 500 MAHOGANY LN HERCULES CA 94547-2304 2307 WASHINGTON SILVA 4825 HAZEL AVE #10 FAIR OAKS 95628 2308 WAYNE CRIGER 17351 VIA SUSANA SAN LORENZO CA 94580-2650 2309 WAYNE MORRIS 5050 LAFAYETTE ST VENTURA CA 93003-4214 2310 WAYNE R SKARSTEN 2544 W EOLA DR ANAHEIM CA 92804-4060 2311 WDF ENTERPRISES INC ATTN: WILLIAM FLORES 1327 N STANFORD AVE UPLAND CA 91786-3147 2312 WEBER SILVA MORA 2 MARINA BLVD # A1 PITTSBURG CA 94565-2006 2313 WEDER SILVA MORA 3401 HILLSBOROUGH DR APT 8 CONCORD CA 94520-1568 2314 WELFORD WONG 3853 PADDY LN BALDWIN PARK CA 91706-4228 2315 WELLINGTON ROSA 1060 CAROLAN AV BURLINGAME CA 94010 2316 WELLINGTON ROSA 2000 CRYSTAL SPRINGS RD APT SAN BRUNO CA 94066-4652 1620 2317 WES PARKER 6012 KILLARNEY AVE GARDEN GROVE CA 92845-2728 2318 WESTERNGARD INC ATTN: MARC THOMAS 71521 HALGAR RD RANCHO MIRAGE CA 92270-4234 WESTENGARD 2319 WHITE LEDGE LLC ATTN: JOHN KLOER 790 OAKWOOD ST OJAI CA 93023-3564 2320 WHITEHORSE TRUCKING INC ATTN: OSCAR ANGEL 872 DEEP CRK COSTA MESA CA 92626-7705 2321 WHITS ENTERPRISES ATTN: SANDRA WHITAKER 2163 RAMBLING ROSE DR CAMARILLO CA 93012-2533 2322 WIDMAN ALVARES 1403 FLORIBUNDA AVE #27 BURLINGAME CA 95391 2323 WILFRED SAKUGAWA PO BOX 909 ACTON CA 93510-0909 2324 WILFREDO MATAMOROS 2151 OAKLAND RD SPC 181 SAN JOSE CA 95131-1520 2325 WILFREDO PANAJON 1792 WBROADWAY ANAHEIM CA 92804 2326 WILLIAM BURNS 19924 WOODCHUCK TRL REDDING CA 96003-7446 2327 WILLIAM BUSH 1291 MENOMENEE LN REDDING CA 96003-2395 2328 WILLIAM DA SILVA 989 HENSLEY AVE APT 4 SAN BRUNO CA 94066-3151 2329 WILLIAM DANE 708 DUNDEE WAY STOCKTON CA 95210-1828 2330 WILLIAM DE MEDEIROS 1118 AUDUBON DR SAN JOSE CA 95122-3207 2331 WILLIAM DEMEDEIROS 2204 LAUSETT AVE SAN JOSE CA 95116-2512 2332 WILLIAM E BOGGS 2236 LOS ALTOS CLOVIS CA 93612 2333 WILLIAM E WALKER 1257 GROVE CIR BENICIA CA 94510-1713 2334 WILLIAM FLORES 26226 ALIZIA CANYON DR CALABASAS CA 91302 2335 WILLIAM HAROLD 68265 CONCEPCION RD CATHERDRAL CITY CA 82234 HUTCHINSON III 2336 WILLIAM KHOSROUABADI 5039 CORBIN AVE SAN JOSE CA 95118-2624 2337 WILLIAM KISNER 3604 KERRY CT DENAIR CA 95316-9493 2338 WILLIAM KWAN 2014 22ND AVE SAN FRANCISCO CA 94116-1211 2339 WILLIAM LEE 146 TIOGA AVE SAN FRANCISCO CA 94134-2213 2340 WILLIAM LEWIS 6312 SHERIDAN CT RIVERSIDE CA 92504-1663
52 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA CLASS
Count Name Attention Address City State ZIP
2341 WILLIAM M MASSEY 1160 VALLEY OAK DR CHICO CA 95926-7766
2342 WILLIAM MADARA 8191 TWIN OAKS AVE CITRUS HEIGHTS CA 95610-0609
2343 WILLIAM MILLER 1030 OAK ST HOLLISTER CA 95023-5737
2344 WILLIAM RANDALL HERRING 12008 LAKESIDE AVE LAKESIDE CA 92040
2345 WILLIAM S KRAMER PO BOX 721380 PINON HILLS CA 92372-1380
2346 WILLIAM SIMMONS 2406 E WILLIS AVE FRESNO CA 93726-3127
2347 WILLIAM SOUSA 780 OAK GROVE RD CONCORD CA 94518
2348 WILLIAM T BOWMAN 45726 KNIGHTSBRIDGE ST LANCASTER CA 93534-5152
2349 WILLIE EARL RILEY 28006 S WESTERN AVE UNIT 372 SAN PEDRO CA 90732-1287
2350 WILLIE KING JR 1249 TAVER LANE ESCONDIDO CA 92026 2351 WILMAR HOME DELIVERY INC ATTN: WILLANDSON SALE 6539 PIMLICO PL CORONA CA 92880-3331
2352 WILSON FLORERO 2526 MARKET AVE SAN PABLO CA 94806-4542
2353 WILSON RODRIGUEZ 14064 SOUTHERN RD GRANDVIEW MO 64030-3919
2354 WILTON NERY 4408 CORRIGAN ST SANTA ROSA CA 95407-6651
2355 WINSTON GILCHRIST 2697 FISHER AVE OAKLAND CA 94605-5135 2356 WOLF’S TRANSPORT INC ATTN: WELFORD WONG 1438 N SOLANO PL ONTARIO CA 91764-2323
2357 WYNN PACULBA 1006 2ND AVE CROCKETT CA 94525-1312
2358 XANG VANG 4181 CUNY AVE APT 2 SACRAMENTO CA 95823-1951
2359 XIONG SHAWN VANG 6126 44TH ST SACRAMENTO CA 95824-3827
2360 YAIR ABREGO FIGUEROA 812 W 95TH ST LOS ANGELES CA 90044-4714
2361 YANG XIONG 4120 G PKWY SACRAMENTO CA 95823-2811
2362 YATISH CHAND 1783 GRANADA ST SEASIDE CA 93955-4001
2363 YEGOR SHTEVNIN 9247 PALMERSON DR ANTELOPE CA 95843-5998
2364 YOUNG SOO CHO 779 MIRAMONTE ST WINDSOR CA 95492-7910
2365 YU ELDY 2858 RUBY TER SAN JOSE CA 95148-2173 2366 YUCATAN EXPRESS CORP ATTN: JOSE CALDERON 1236 E CARLTON AVE WEST COVINA CA 91790 2367 YUCATAN EXPRESS ATTN: JOSE CALDERON 1236 W CARLTON AVE WEST COVINA CA 91790-1634 CORPORATIO 2368 YURI KRUGLYY 3551 MONICA AVE LONG BEACH CA 90808-3351 2369 YZABAL EXPRESS INC ATTN: JOSE YZABAL 721 N 5TH AVE COVINA CA 91723-1007 2370 ZAVALZA’S DELIVERY SERV ATTN: JAIME ZAVAZA 2271 ENCINO PL POMONA CA 91766-6247 INC 2371 ZEMARYALAI AHMADULLAH 2090 ALDENGATE WAY HAYWARD CA 94545-3526
2372 ZERFE KEBEDE 807 WATERFORD AVE STOCKTON CA 95206-6229
2373 Z-MAN ENTERPRISES 8912 POLHEMUS DR ELK GROVE CA 95624-2060 2374 ZOHRABIANS INC ATTN: HENRIK ZOHRABIANS 700 PALM DR APT 106 GLENDALE CA 91202-2172
53 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
Class Settlement Agreement EXHIBIT A2
(Opt-Out List, 2009)
WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
CALIFORNIA OPT-OUTS
Count Name Attention Address City State ZIP
1 CARLOS E MORA 3854 A ST NORTH HIGHLANDS CA 95660-4954 2 DOMINIC VIRTUSIO 5078 EQUESTRIAN CT FAIRFIELD CA 94534-1486 3 DOMINIC VIRTUSIO 5078 EQUESTRIAN CT FAIRFIELD CA 94534-1486 4 ERNESTO ROJAS 4515 WHALEY AVE LONG BEACH CA 90807 5 FRANK JOHNSON 11580 E 2ND AVE AURORA CO 80010 6 GILBERT ISSAIAN 3041 PADDINGTON RD GLENDALE CA 91206-1334 7 KRIS E SANDVIG 924 FLINT AVE CONCORD CA 94518-2515 8 MARICELAS INC ATTN: WILLIAM R 3600 HOMESTEAD RD RESCUE CA 95672-9500 REYNOLDS III 9 MICHAEL KNOPP 23009 ORANGEWOOD CT GRAND TERRACE CA 92313-5567 10 PAUL WILLIAMS 8175 REDWOOD LN GRANITE BAY CA 95746-9396 11 RANDY HARDY 112 CLAREMONT AVE SANGER CA 93657-4238 12 RANDY HARDY 112 CLAREMONT AVE SANGER CA 93657-4238 13 RICARDO DAVID CRUZ PO BOX 2645 SANTA ROSA CA 95405 14 RICHARD PAUL 207 AMAWDA CT WHITEHOUSE TX 75791 MARTINEZ 15 RIGOBERTO 19514 SPRINGPORT DR ROWLAND HEIGHTS CA 91748-3148 FERNANDEZ 16 SCOTT NOBLE 13594 HWY BUSINESS 88 LAKESIDE CA 92040 17 SONNY SARMIENTO 1308 ANDREW DAVID AVE NORTH LAS VEGAS NV 89086 18 THOMAS CADLE 15581 WILLOW DR FONTANA CA 92337 19 VERNNEST INC ATTN: TARPLEY, 17805 PINE COURT CARSON CA 90746 ANTHONY WAYNE 20 WILSON PEREZ 13660 WYANDOTTE ST VAN NUYS CA 91405-2858 APT 12
1 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
Class Settlement Agreement EXHIBIT A3
(Meal and Rest Period Settlement Subclass – Preliminary List)
WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
Meal and Rest Period Settlement Subclass Members (Preliminary List)
ClassList Name
1 ABAD, RUBEN 2 AGRA, AARON NOEL 3 AGUILAR, JOSE ALCIDES 4 AGUILAR, RAUL 5 ALAMILLO, CESAR 6 ALCAZAR, FERNANDO 7 ALI, IRSHAD 8 ALI, ALYUB 9 ALI, NAUSHAD 10 ALLEN, PERRY W 11 ALPUCHE, MIGUEL 12 ALVAREZ, GILBERT 13 ALVAREZ, KENNY 14 ALVAREZ, NESTOR 15 AMBRIZ, CHRISTIAN ISAAC 16 ANDES, JOSHUA 17 ARAIZA, ANDRES 18 ARAIZA, EDUARDO 19 ARAIZA, JOEL 20 ARANDA, ABEL L. 21 ARCE, JOSE LUIS 22 ARELLANO JR., GEORGE 23 ARELLANO, JESUS 24 ARGUERA, JAIME NOE 25 ARNOLD II, KARL CLEMEN 26 ARRAZOLA, MARTIN 27 ATHWAL, SATGUR SHARAN SINGH 28 AUBREY, HENRY 29 AVELLANEDA-LOPEZ, HUMBERTO 30 AVENDANO, CARLOS ARMANDO 31 AVILES, RUFO 32 AWWAD, GHASSAN A. 33 AYON, SAUL BRIJIDO 34 BAHENA, CARMEN 35 BAHR, BRIAN KENNETH 36 BALDWIN, THAD 37 BAN, SAMBONN 38 BANDY, CLINTON
2 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
39 BANUELOS, ALFONSO 40 BARAJAS, CARLOS 41 BARRETT, LEE 42 BATTAGLIA, JOHN JOSEPH 43 BECERRA, RICHARD 44 BEHRENS, JAMES LOUIS 45 BENJAMIN JR., RICHARD LEE 46 BENYAZED, ANAS 47 BLAS, RICKY 48 BONIATIAN, ARTOUSH 49 BONILLA, CARLOS A ARIAS 50 BOSTWICK, JEFFREY TODD 51 BRADY, DAVID A. 52 BREAKEY, DANIEL ALBERRY 53 BRINKLEY, RUSSELL S. 54 BROOKS, SIDNEY 55 BROWN, TYRONE CURTIS 56 BURGOS, JOAQUIN HERIBERTO 57 BUSETTO, PAULO 58 CABALLERO, MIKE JOSEPH 59 CABRERA JR., MIGUEL 60 CADENA, JORGE E 61 CALDERON, JAIME 62 CALDERON, JORGE 63 CAMACHO, JUAN ANTONIO 64 CAMPOS, RUBEN E. 65 CAMPOS, ALEJANDRO 66 CAMPOS, CARLOS JOSE 67 CANTLEY, HAROLD B. 68 CARBAJAL, PIOQUINTO 69 CARRERA, AGUSTIN 70 CASAREZ, ABEL 71 CASTILLO, JOSE LUIS 72 CASTRO, JOSE ALBERTO 73 CASTRO, GREG A. 74 CASTRO, MARIO F 75 CHAIDEZ, ALBERTO 76 CHAPMAN, JOHN THOMAS 77 CHAVES, RHANIERY RODRIGO 78 CHAVEZ, ERNESTO 79 CHERNIK, SERGEY P
3 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
80 CHILIN, JOSE 81 CHOJOLAN GARCIA, LUIS A 82 CHURCHWELL, JOHN 83 CINTRON, PEDRO 84 CLAIRE, PAVITAR 85 CLARK, SHANE 86 CLERE, CHARLES DAVID 87 COBIN, MARIA 88 COE, JAMES 89 COMEAUX, VINCENT 90 CONTRERAS, JUAN 91 COREA, JUAN C 92 CORONA, JOSE ALEJANDRO 93 CORONEL, MARTIN 94 COSTA, EDSON A 95 COSTA, JOAO JOHN 96 CRAWFORD, BOBBY 97 CRUZ, RAFAEL V 98 CUSHMAN, MICHAEL TROY 99 DA COSTA, JAIR 100 DANE, WILLIAM 101 DAVISON, CHRISTOPHER L 102 DAVISON, JEFFREY JAMES 103 DE LEON, RUBEN QUIRINO 104 DE MIRANDA, MARCONI 105 DEAS, RODNEY 106 DEL RIO, MARIO 107 DELACRUZ, JIM 108 DELAPAZ, RONALD 109 DELEON, LATASHA 110 DESARACHO, JOSE 111 DHALIWAL, HARDEEP S. 112 DIAZ, JACKDIAZ 113 DINIZ, MARCELLO 114 DUPREY, JOHN F. 115 DY, FRANCISCO 116 ELLIS, BRIAN RICK 117 ENCISO, OSCAR 118 ENRIQUEZ, MANUEL 119 ERTEL, KENNETH G. 120 ESPINOZA, ANGEL
4 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
121 ESQUIVEL, MARCO A 122 EUCCE, BRUCE EUGENE 123 FAMBRO SR., LARRY 124 FARAO, RICHARD TONY 125 FARIAS, VANDALIVIA SANTOS 126 FARIAS, ARNALDO LEITAO DE 127 FAVELA, ALBERTO CASTRO 128 FELIX, LEON 129 FERNANDEZ, DARRYLE EDUARDO 130 FERNANDEZ, JESSE 131 FERREIRA, ADRIANO 132 FERREIRA, ALEX 133 FIGUEROA, YAIR ABREGO 134 FILPI, JOHN MATTHEW 135 FLINN, RODNEY N. 136 FLORES, OSCAR B. 137 FLORES, RAYMOND J. 138 FLORES, STEVE A. 139 FLORES, WILLIAM DIEGO 140 FRIAS, PEDRO 141 FRY, RAYMOND 142 FUENTES, RAMON GUEVARA 143 GAIDA, RICHARD 144 GALAN, MICHEL 145 GALLARDO, THOMAS ANTHONY 146 GALLEGOS, JESSE 147 GALLEGOS, JOSE ALFREDO 148 GALVAN, JORGE ROBLES 149 GARAMONI, DOUG 150 GARCIA, FERMIN 151 GARCIA, JOEL 152 GARCIA, JOSE JESUS 153 GARCIA, OSCAR 154 GARZA, JORGE L. 155 GARZA, SERGIO 156 GASCON, GENEROSO LARIOZA 157 GHERIBIAN, EDIK 158 GIRON, JAIME 159 GOMEZ, ARTURO 160 GOMEZ, LUIS 161 GOMEZ, RYAN JESS
5 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
162 GOMEZ, VICTOR R. 163 GONZALEZ, ILDA 164 GONZALEZ, JORGE LUIS 165 GONZALEZ, LUIS C. 166 GONZALEZ, OSCAR VLADIMIR 167 GRANADOS, TY PRESTON 168 GRATTEROLA, RON 169 GRIDER, MICHAEL KRISTIAN 170 GUADARAMA, CARLOS 171 GUERRERO, MANUEL CORONADO 172 GUILLEN, LUIS A. 173 GUTIERREZ, ROY E. 174 GUZMAN, JORGE 175 HAMASHITA, GERRY D 176 HANKS, MATTHEW JAMES 177 HARGIS II, JOHN W 178 HARKINS, RON L 179 HARRIS, MARK ELLIOTT 180 HARRISON II, DEREK EMILE 181 HARTWELL, MICHAEL BERNARD 182 HASTON, DAVID EDWARD 183 HERBERT, SHAWN 184 HERNANDEZ, JULIO CASAS 185 HERNANDEZ, LUIS 186 HERNANDEZ, CARLOS 187 HERNANDEZ, CARLOS A. 188 HERNANDEZ, GABRIELLA 189 HERNANDEZ, JOSHUA JOSEPH 190 HERNANDEZ, LINO 191 HERRERA, ADAM 192 HICKS, MICHAEL 193 HIGUERA, JUAN CARLOS 194 HOUSEPIAN, JEREMY MARTIN 195 HUGHES, J. STUART 196 HUIZAR, GABRIEL 197 HUSSAN, JAMEER 198 ISHMAEL, MICHAEL 199 IWUANYANWU, LAWRENCE 200 JAMES, MITCHELL F 201 JARAMILLO, MARICEL SAMPILO 202 JHANJAR, BHUPINDER S.
6 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
203 JUAREZ, GERARDO 204 JUSTICE, CHARLES NORMAN 205 KARSSLI, MUSTAFA M 206 KASAINE, RICHARD SAAMAN 207 KELLY, MARTIN ANTHONY 208 KHALIK, MAHRUM-ABDUL 209 KIM, NAROS 210 KLIMENKO, PAUL 211 KRIKAVA, JAMES JEFFERSON 212 KUMAR, NAVNEET 213 LANZ, RUDY H. 214 LARA, RICARDO G 215 LEATHERWOOD, TANFIRU 216 LEE, CHUYI VANG 217 LEITE, AUGUSTO 218 LEON, EDUARDO 219 LIMA, LUCIANO P 220 LODGE, MATTHEW 221 LOERA, JESUS 222 LOPES, JOSE 223 LOPES, VENOR ELIAS 224 LOPEZ, CARLOS 225 LOPEZ, ELMER 226 LOPEZ, GUILLERMO 227 LOPEZ, HUGO CESAR 228 LOPEZ, JOSE 229 LOPEZ, OSCAR L. 230 LOZANO, JAVIER 231 LUGO JR., JOSE L 232 LUJANO, RUFINO V 233 LUNA, GUSTAVO GONZALES 234 LUNA, JESUS 235 MACHT, KEITH 236 MACIAS, JOE ALFRED 237 MACIEL, JESUS 238 MACIEL, JOSE 239 MADARA, WILLIAM 240 MAKHANI, RYAN A 241 MANZO, JOSE 242 MARIN, FLUVIO VINICIO 243 MARQUEZ, ESTEBAN L.
7 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
244 MARQUEZ, MARGARITO 245 MARQUEZ, MAURICIO 246 MARQUEZ, REBECCA L. 247 MARTIN, LUIS 248 MARTINEZ, GONZALO 249 MASON, ROY 250 MCCORKLE, SHAUN WALLACE 251 MEDRANO, RENE O 252 MEJIA, JOSE LUIS 253 MENDES, HIRAM R. 254 MILLER, RALPH GERALD 255 MOL, CHUCK 256 MOLINA, MAURICIO 257 MONCADA, BERNARDO ALVARADO 258 MONCADA, OSCAR E. 259 MONDRAGON, JOSE ANTONIO 260 MONEGO, IVAN 261 MOORE, J BARTON 262 MOOSAKHANIAN, HAMMLET 263 MORA, EDUARDO 264 MORAES, ALEXANDRE 265 MORALES, FERMIN EDUARDO 266 MORALES, FRANCISCO J 267 MORAN, FRANCISCO 268 MORGADO, MARK D. 269 MORGAN, LANCE CRAIG 270 MOROTTI, JOHN M. 271 MORSE, DONALD 272 MOTTONEN, CHARLES ALBERT 273 MOYLAN, KELLY 274 MULLIN, MATTHEW R 275 MUNOZ, RAFAEL H 276 MUNOZ, JAIME J. 277 MUNOZ, JOSE LUIS 278 NASCIMENTO, RAFAEL MENDONCA 279 NAVARETTE JR., JESUS 280 NAVARRO JR., ROBERTO G. 281 NAVARRO, DAVID LARES 282 NAVARRO, JOSE ORLANDO 283 NAVARRO, ROBERT 284 NELSON, KEVIN IVAN
8 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
285 NEWMAN, TROY L. 286 NEWTON, MICHAEL DAVID 287 NODA, GALDENIO 288 NODA, LAZARO 289 NORADIAN, PHILLIP 290 NORTON JR., WILLIAM WALLACE 291 OCHOA-CARRILLO, EUGENIO G 292 OLIVARES, MICHAEL ALEXANDER 293 OLIVEIRA, LUIS 294 ORELLANA, JUAN 295 ORENDAIN III, FLORENCIO SALUMBIDES 296 ORK, PROS 297 ORNELAS, ROBERT 298 OURAGA, THOMAS BIOH 299 OVID, JOSE H. 300 OWEN, JOHN H. 301 PACHECO, ENRIQUE 302 PADERES, RONNIE 303 PADILLA, JUAN 304 PAREKH, AASIF MUSA 305 PARKER, ANDREW 306 PATTON, MARK THOMAS 307 PAZ, ERIC E. 308 PENA,AGUSTIN 309 PEORO, EPHRAIM 310 PEREZ, CHRISTIAN 311 PEREZ, EMANUEL 312 PEREZ, LUIS ENRIQUE 313 PEREZ, RAUL M. 314 PEREZ, STEVEN 315 PEREZ, VICENTE JR. 316 PERKINS, ANDREW W. 317 PIMENTEL, KRISTAN 318 PITCOCK, ROBERT A. 319 PLASCENCIA, HECTOR 320 PONTAROLO, MARJORIE 321 PONTIOUS, BARRY F. 322 POPOV, VITALY 323 PORRAS, ROBERT 324 POVOA, LEONARDO LABIAK 325 PRATO, JOE
9 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
326 PRIEGO, ALEJANDRA 327 PULIDO, JORGE 328 QUINN, KEVIN FRANCIS XAVIER 329 RAMIREZ, JOSE ANTONIO 330 RAMIREZ, VICTOR 331 RAMOS, JORGE 332 RAMOS, JOHN MIGUEL 333 RAMOS, SAMUEL 334 RASKOWSKY, PETER 335 RAUNSBAK, JAMES R 336 RAY, JARRETT M 337 REID, KENNETH WAYNE 338 RILEY, WILLIE EARL 339 RIOS, JOANNIE 340 RIVAS, BERTHA 341 RIVERA VARGAS, MANUEL 342 RIVERA, LEWIS MORA 343 ROBB, ROBIN 344 ROBLES, JOSE EBERARDO 345 ROCHA, CARLOS 346 RODRIGUEZ, PEDRO YAN 347 RODRIGUEZ, AGUSTIN E. 348 RODRIGUEZ, CARLOS 349 RODRIQUEZ, JOHN 350 ROGERS, MICHAEL JEFFERY 351 ROLA, RONALD VILLASENOR 352 RUELOS, ROY IMANIL 353 RUST, JACK 354 SABOGAL, ALEJANDRA 355 SAELEE, NAI 356 SAGISI JR., BENJAMIN A. 357 SAID, RAHMATULLAH 358 SALANG, SENG 359 SALAZAR, TROY JOSEPH 360 SALDANA, DANIEL 361 SALDANO, LUIS 362 SALE, WILLANDSON 363 SALIH, KARWAN A 364 SALUDES, ALEJANDRO A 365 SAM, KANYA 366 SAM, SOPHAL P.
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367 SAMPILO, ROY JAMON 368 SANCHEZ, HOLGAR 369 SANDOVAL SR., SALVADOR 370 SANDOVAL, LUIS ENRIQUE 371 SANDOVAL, SALVADOR 372 SANTANA ESQUIVEL, JORGE 373 SANTANA, MISAEL 374 SANTANA, JOHN 375 SANTANA, LUIZ PEREIRA 376 SANTIAGO, LUIS 377 SANTIAGO, ALEX 378 SANTOS, ALBERTO 379 SANTOS, ALEX 380 SANTOS, JOSE M 381 SARWAN, HARMIT 382 SCHAFFER, STEPHEN L. 383 SCHNELL, JAMES 384 SCOTT, ALI 385 SECORD, ROBERTO 386 SEMBHI, DALVIR 387 SEPANIAN, SEROJ 388 SERNA, JOSE 389 SESE, ANTHONY VILLANUEVA 390 SETAGHIAN, JIRAYR 391 SHARMA, RAJNESH 392 SHEBAN, JAMES M 393 SHROUT, ROGER 394 SILVA, CLAUDIO 395 SINGH, KAMAL 396 SINGH, BALWINDER 397 SINGH, JAGDISH 398 SITUMORANG, JHONSON H 399 SLICK, DAVID 400 SMITH, CONGA LEIGH 401 SMITH, MARGARET ELIZABETH 402 SMITH, MARQUES 403 SMITH, MARTY EDWARD 404 SOCH, PATRICK 405 SOCHIRCA, ION 406 SODERQUIST, ROBERT MATTHEW 407 SOLANO, GEORGE
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408 SOLORZANO, MAURICIO 409 SOSA, ANGELO DANTE 410 SOTO, OSCAR 411 SPROULE, GREGORY 412 STANKOVIC, DALIBOR 413 STIREWALT, CLYDE M. 414 SUAREZ, JUAN RODRIGO 415 SURI, RAJINDER 416 SYLVESTER, ANGELA 417 TABIBIAN, SHAHRAM 418 TANG, FRANK C 419 TERAN, DAVID GABE 420 THOMAS, DONNIE 421 THOMAS, DWIGHT 422 TOBIAS, CARLOS E. 423 TODD, MELISSA NICHOLE 424 TOROSSIAN, NEJDIK 425 TORRES, ALBERTO ANTONIO 426 TORRES, EDGAR 427 TOVAR, ALFREDO 428 TOVAR, JARIM 429 TREJO, REYES J 430 TREVINO, EDWARD MIKE 431 TRIVEDI, DHAVAL 432 UKWUEZE, IKE COSMAS 433 UPSON, JAMES E. 434 URCIAGA, BRENDA SUE 435 VALDEZ, GABRIEL 436 VALENCIA, GEORGE A. 437 VANCIL, MICHAEL 438 VARGAS, GERARDO GALLEGOS 439 VARGAS, HUGO FERNANDO 440 VEGA, HUGO A 441 VELASQUEZ, RAYMOND 442 VERDUZCO, ADAN HERNANDEZ 443 VILLALOBOS, ENGELBERT 444 VILLAMOR, CHRISTOPHER 445 VILLANUEVA, JOSE 446 VILLATORO, ALMA ESPERANZA 447 WALKER, JEFFERY ALAN 448 WALKER, JEREMY PRESTON
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449 WARDAK, HEWAD 450 WARE, STEVEN 451 WEATHERBIE, JOHN GREGORY 452 WEATHERS, MICHAEL J. 453 WILLIAMS, TRENT 454 WONG, WELFORD 455 WRIGHT, MARK L 456 WRIGHT, AARON 457 WRIGHT, ALAN 458 WUN, ALBERT 459 XAVIER, CRISTIANO 460 YIM, SANG 461 YOUNG, ERIC JAMES 462 YZABAL, JOSE 463 ZAGOVIC, NEDZAD 464 ZAVALZA, JAIME 465 ZEPEDA, ALBERTO 466 ZEPEDA, CARLOS ALBERTO 467 ZHAO, EDWIN YANG 468 ZUNIGA, JESUS LIMA
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Class Settlement Agreement EXHIBIT B
([Proposed] Final Approval Order)
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174
BETH A. ROSS (SBN 141337) [email protected] AARON D. KAUFMANN (SBN 148580) [email protected] DAVID P. POGREL (SBN 203787) [email protected] ELIZABETH R. GROPMAN (SBN 294156) [email protected] LEONARD CARDER, LLP 1330 Broadway, Suite 1450 Oakland, California 94612 Tel: (510) 272-0169 Fax: (510) 272-0174
Attorneys for Plaintiffs and the Putative Class
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
DEAN ALEXANDER, et. al., on behalf of ) Case No: 3:05-cv-38 EMC themselves and all others similarly situated, ) ) [PROPOSED] ORDER AND Plaintiffs, ) JUDGMENT GRANTING FINAL ) APPROVAL TO CLASS ACTION vs. ) SETTLEMENT AND PAYMENT ) OF ATTORNEYS’ FEES AND FEDEX GROUND PACKAGE SYSTEM, INC. ) INCENTIVE AWARDS et. al., ) ) Date: Defendant. ) Time: ) Dept.:
This matter came before the Court for hearing on , to consider final approval of the proposed Settlement reached by and between Plaintiffs Dean Alexander, Peter Allen, Albert Anaya, Suzanne Andrade, Jarrett Henderson, Ely Ines, Jorge Isla, Paul Infantino, Eric Jeppson, Gupertino Magana, Bernard Mendoza, Jesse Padilla, Marjorie Pontarolo, Joey Rodriguez, Dale Rose, Allan Ross, Agostino Scalercio, and Anthony Ybarra (collectively, “the Plaintiffs), on behalf of themselves and the Certified Class, the Certified Overtime Subclass, and
[PROPOSED] ORDER AND JUDGMENT GRANTING FINAL APPROVAL TO CLASS ACTION SETTLEMENT AND PAYMENT OF ATTORNEYS’ FEES AND INCENTIVE AWARDS Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174 the Certified Meal and Rest Period Settlement Subclass , and Defendant FedEx Ground Package System, Inc. (“FXG” or “FedEx Ground”) (collectively, “the Parties”), the terms of which Settlement are set forth in the Class Action Settlement Agreement (the “Settlement Agreement”) attached as Exhibit 1 to the Declaration of Beth A. Ross In Support of the Preliminary Approval of Class Settlement, Certification of Settlement Subclass, and Supplemental Class Notice. This Court has reviewed and considered all documents, evidence, [any objections,] and the arguments presented in support of or against the Settlement. Good cause appearing therefore, this Court hereby grants final approval of the Settlement and enters this Judgment.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:
1. Unless otherwise stated herein, all capitalized terms contained in this Order and Judgment shall have the same meaning and effect as stated in the Settlement Agreement (in addition to any capitalized terms defined herein).
2. This Court hereby approves the Settlement and finds that the Settlement is, in all respects, fair, reasonable, and adequate and hereby directs the Parties to perform, or cause to be performed, the remaining terms of the Settlement as set forth in the Settlement Agreement. The Court authorizes the payment by the Settlement Administrator, of Valid Claims approved by the Settlement Administrator, in accordance with the terms of the Settlement Agreement.
3. The Court hereby approves and authorizes one million six hundred thousand dollars ($1,600,000) in civil penalties pursuant to California Labor Code Section 2699, and orders that the Settlement Administrator pay 75% of that sum, one million two hundred thousand dollars ($1,200,000), to the Labor and Workforce Development Agency of the State of California, in accordance with the terms of the Settlement Agreement and California law.
4. This Court hereby dismisses with prejudice this action, specifically including the Released Claims, with each party to bear its own costs and attorneys’ fees, except as provided in Paragraph 10 below.
5. Upon the entry of this Final Approval Order, Plaintiffs, all Class Members, Overtime Subclass Members, and Meal and Rest Period Settlement Subclass Members (as identified in Exhibit A hereto) shall be deemed to have fully, finally, and forever released,
[PROPOSED] ORDER AND JUDGMENT GRANTING FINAL APPROVAL TO CLASS ACTION SETTLEMENT AND PAYMENT OF ATTORNEYS’ FEES AND INCENTIVE AWARDS Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174 relinquished, and discharged all Released Claims against all Releasees. As set forth in Sections I.T-U and VIII of the Settlement Agreement, which are incorporated by reference herein, the “Released Claims,” as to Plaintiffs, all Class Members, and all Subclass members means all claims, actions, causes of action, administrative claims, demands, debts, damages, penalties, costs, interest, attorneys’ fees, obligations, judgments, expenses, or liabilities, in law or in equity, whether now known or unknown, contingent or absolute, except as specifically provided below, which: (i) are owned or held by Plaintiffs, General Class Members, and Overtime Subclass Members and/or by their affiliated business entities (if any), or any of them, as against Releasees, or any of them; and (ii) arise under any statutory or common law claim which was asserted in Plaintiffs’ operative complaint or, whether or not asserted, which could have been asserted in this action arising out of the factual allegations set forth in the operative complaint and that are related to, or arise from, the employment classification of the Class or Overtime Subclass. Members of the Meal and Rest Period Settlement Subclass and or their affiliated business entities (if any), as against Releasees, or any of them, release any claims, causes of action, administrative claims, demands, debts, damages, penalties, costs, interest, attorneys’ fees, obligations, judgments, expenses, or liabilities, in law or in equity, whether now known or unknown, contingent or absolute, premised on the factual allegations in Plaintiffs’ operative complaint for failure to provide them with meal and rest periods as required by California Labor Code Sections 226.7, 510 and IWC Wage Order 9 between August 1, 2011 and August 31, 2015 as alleged in the Third Cause of Action. It is expressly understood between the parties that this release of claims does not extend to and does not release claims that are owned or held by General Class Members, Overtime Subclass Members, or Meal and Rest Period Settlement Subclass Members and/or by their affiliated business entities (if any), as against Releasees, or any of them, for claims premised on alleged violations of California Labor Code Sections 226.7, 510 and IWC Wage Order 9 (if any) that accrued at any time prior to August 1, 2011, which claims were not certified as class claims in this action and are not covered by the Settlement Agreement.
6. Upon the entry of this Final Approval Order, Plaintiffs and all Class Members (as identified in Exhibit A hereto) are barred and enjoined from asserting, filing, maintaining, or
[PROPOSED] ORDER AND JUDGMENT GRANTING FINAL APPROVAL TO CLASS ACTION SETTLEMENT AND PAYMENT OF ATTORNEYS’ FEES AND INCENTIVE AWARDS Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174 prosecuting, or in any way participating in the assertion, filing, maintenance or prosecution, of any action asserting any Released Claim against any of the Releasees, as set forth in and in accordance with the terms of the Settlement Agreement. Nothing herein shall in any way impair or restrict the right of the Parties to enforce the terms of the Settlement.
7. This Court finds that the administration of the Settlement Notice was performed in accordance with the Preliminary Approval Order entered by this Court on , and that such notice was reasonable, constituted the most practicable notice under the circumstances, and complied with the requirements of the Federal Rules of Civil Procedure and due process.
8. This Court finds that the administration of the notice required by the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, was performed in accordance with the Preliminary Approval Order entered by this Court on and with the requirements of CAFA.
9. All objections made to the Settlement [if any] are hereby overruled.
10. This Court hereby approves the attorneys’ fees and expenses requested by Class Counsel in the amount of $ and directs payment from the Class Settlement Fund of that amount to Class Counsel, in accordance with the terms of the Settlement Agreement.
11. The Court hereby approves the Incentive Awards of $10,000 to Plaintiffs Dean Alexander, Peter Allen, Albert Anaya, Suzanne Andrade, Jarrett Henderson, Ely Ines, Paul Infantino, Jorge Isla, Eric Jeppson, Gupertino Magana, Bernard Mendoza, Jesse Padilla, Joey Rodriguez, Dale Rose, Allan Ross, Agostino Scalercio, and Anthony Ybarra and directs payment of that amount from the Class Settlement Fund to each of them, in accordance with the terms of the Settlement Agreement. The Court hereby approves the Incentive Award of $1,500 to Plaintiff Marjorie Pontarolo and directs payment of that amount from the Class Settlement Fund to her, in accordance with the terms of the Settlement Agreement.
12. Plaintiffs have requested appointment of the Impact Fund (Berkeley, CA) and California Rural Legal Assistance Foundation (San Francisco, CA) as the cy pres beneficiaries. Because the Impact Fund and the California Rural Legal Assistance Foundation meet the test under Dennis v. Kellogg Co., 697 F.3d 858, 865 (9th Cir. 2013) that “there be a driving nexus between the plaintiff class and the cy pres beneficiaries,” the Court hereby designates the Impact Fund and California Rural Legal Assistance Foundation as cy pres beneficiaries for receipt of undistributed funds, in equal shares, as provided under the Agreement and this Order.
[PROPOSED] ORDER AND JUDGMENT GRANTING FINAL APPROVAL TO CLASS ACTION SETTLEMENT AND PAYMENT OF ATTORNEYS’ FEES AND INCENTIVE AWARDS Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174
13. Neither the Settlement, nor any act performed or document executed pursuant to or in furtherance of the Settlement, is or may be deemed to be or may be used as: (a) an admission of, or evidence of, the validity of any Released Claim or any wrongdoing or liability of any Releasee; (b) an admission or concession by Plaintiffs or any Class Member or Subclass Member of any infirmity in the claims asserted in any complaint or amended complaint filed in this action; (c) an admission of, or evidence of, any fault or omission of any of the Releasees in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal.
14. Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction over: (a) the implementation of the Settlement; and (b) the Parties and their counsel, and the Settlement Administrator, for the sole purpose of construing, enforcing, and administering the Settlement and this Order and Judgment.
15. There is no reason for delay in the entry of this Judgment. The Clerk of this Court is hereby directed to immediately enter this Judgment.
IT IS SO ORDERED, this the day of , 201 .
Honorable Edward M. Chen United States District Judge
[PROPOSED] ORDER AND JUDGMENT GRANTING FINAL APPROVAL TO CLASS ACTION SETTLEMENT AND PAYMENT OF ATTORNEYS’ FEES AND INCENTIVE AWARDS Case No. 3:05-cv-38 EMC
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Class Settlement Agreement EXHIBIT C
(Claim Form)
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CLAIMANT IDENTIFICATION FORM [INSERT] First1 Last1 ||||||||||||||||||||||||||||||| Business Name Address1 Address2 Claim#: XXXXXXXXXX City, State, Zip
This Claimant Identification Form is to be used only to request a payment under the Class Action Settlement Agreement in the case of Dean Alexander et al. v. FedEx Ground Package System, Inc., 3:05-CV-0038 EMC which provides for the settlement of certain claims on behalf of certain pickup and delivery drivers for FedEx Ground Package System, Inc. (“FedEx Ground”) in the State of California.
If you wish to obtain a settlement payment, you must complete this Claimant Identification Form in its entirety, sign where indicated, and either submit your completed Claimant Identification Form along with the provided IRS Form W-9 (1) by United States Mail, with first-class postage postmarked no later than [INSERT DATE], to RUST CONSULTING, [INSERT ADDRESS], or (2) electronically, at the Settlement Administrator Website [INSERT WEBSITE INFORMATION] no later than [INSERT DATE].
PLEASE PROVIDE THE FOLLOWING INFORMATION:
NAME
BUSINESS NAME (if applicable)
MAILING ADDRESS
TELEPHONE NUMBER
E-MAIL ADDRESS
TAXPAYER IDENTIFICATION/ SOCIAL SECURITY NUMBERS
FedEx Ground has identified persons who operated one or more routes in California between November 17, 2000 and October 15, 2007. You are getting this Form because FedEx Ground’s records indicate that you are one of those persons, or because court filings indicate that you may have previously received notice from the court about this lawsuit. FedEx Ground also has provided information concerning the time between November 17, 2000 and March 6, 2015 during which you operated routes in California. If you continued to personally drive from March 6, 2015 through August 31, 2015, you have been credited with a number of eligible weeks for that period based on the extent of your driving during the period January 1, 2015 through March 6, 2015.
Based on the terms of the settlement formula, your estimated settlement payment will be: $ .
The exact amount you will receive from the Settlement Fund cannot be finally calculated at this time because we do not yet know the number of valid Claimant Identification Forms that will be submitted and the Court has not yet approved the amounts that will be deducted from the Class Settlement Fund, which include Plaintiffs’ Counsel’s application for attorneys’ fees and expenses, and incentive awards for the individuals who brought this lawsuit.
PLEASE REMEMBER TO: • Fill out both sides of the included Form in its entirety (including the W-9 on the back) • Sign and date the Sworn Certification • Submit the completed Form, including the W-9 on the back, to the Settlement Administrator no later than [INSERT DATE] by First Class Mail: RUST CONSULTING, [INSERT ADDRESS], or electronically at [INSERT WEBSITE].
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INFORMATION DERIVED FROM FEDEX GROUND RECORDS INDICATES THAT:
You contracted with FedEx Ground during the listed periods between 11/17/2000 and 8/31/2015:
FEDEX CONTRACT: [Insert NID NAME 1] START DATE: END DATE:
FEDEX CONTRACT: [Insert NID NAME 2] START DATE: END DATE:
FEDEX CONTRACT: [Insert NID NAME 3] START DATE: END DATE:
Between 11/17/2000 and 8/31/2015 you personally drove:
More than 35 hours: workweeks GENERAL CLASS Less than 35 hours, but more than 25 hours: workweeks
Less than 25 hours, but more than 0 hours: workweeks
OVERTIME SUBCLASS Between 11/17/2000 and 8/31/2015 you personally drove overtime hours.
Between 8/1/2011 and 8/31/2015 you personally drove days. MEAL AND REST PERIOD SETTLEMENT SUBCLASS NOTE: If you drove any qualifying days, you have the opportunity to ask to be excluded from this subclass. Please read Questions 12-13 in the accompanying Notice.
SWORN CERTIFICATION (You will not be eligible for any settlement payment unless you sign and date this statement):
I swear, under the penalties of perjury recognized by the laws of the United States, that I, on behalf of myself and on behalf of any business entity with which I am or was affiliated: 1) entered into an Operating Agreement with FedEx Ground Package System, Inc. or FedEx Home Delivery; 2) drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) at some time between November 17, 2000 and October 15, 2007 to provide package delivery services pursuant to the Operating Agreement; and 3) was dispatched out of a terminal located in California.
SIGNATURE DATE
IF YOU ARE ELIGIBLE FOR THE OVERTIME SUBCLASS:
I swear, under the penalties of perjury recognized by the laws of the United States, that I, on behalf of myself and on behalf of any business entity with which I am or was affiliated: 1) entered into an Operating Agreement with FedEx Ground Package System, Inc. or FedEx Home Delivery; 2) drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) at some time between November 17, 2000 and October 15, 2007 to provide package delivery services pursuant to the Operating Agreement; 3) was dispatched out of a terminal located in California; and 4) at any time during the class period operated a vehicle with gross vehicle weight rating of less than 10,001 pounds.
SIGNATURE DATE
IF YOU ARE ELIGIBLE FOR THE MEAL AND REST PERIOD SETTLEMENT SUBCLASS:
I swear, under the penalties of perjury recognized by the laws of the United States, that I, on behalf of myself and on behalf of any business entity with which I am or was affiliated: 1) entered or will enter into a FXG Ground or FXG Home Delivery form Operating Agreement (now known as form OP-149 and form OP-149 RES) between November 17, 2000 and October 15, 2007; 2) drove or will drive a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) since August 1, 2011, to provide package pick-up and delivery services pursuant to the Operating Agreement; and 3) were dispatched out of a terminal in the State of California.
SIGNATURE DATE
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Computation of Estimated Share. Your estimated share of the settled case is $ . This estimate is based on the information listed below.
You do not need to submit this form if the information is accurate. Submit this form to the Claim Administrator only if you believe that any of the information below is inaccurate. Important: 1. It is strongly recommended that you keep proof of timely mailing and/or faxing for your records until receipt of your settlement payment. 2. If you change your mailing address, please send your new mailing address to the Claim Administrator. It is your responsibility to keep a current address on file with the Settlement Administrator to ensure receipt of your settlement payment.
Your Estimated Settlement Share is based on the following calculation based on work performed between November 17, 2000 and August 31, 2015 (the Claim Period):
$ . For workweeks in which you personally drove one of your routes 35 hours or more
$ . For workweeks in which you personally drove one of your routes less than 35 but more than 24 hours
$ . For workweeks in which you personally drove one of your routes less than 25 but more than 0 hours
$ . Based on overtime hours you personally drove a vehicle with a GVWR of less than 10,001 pounds (Overtime Subclass)
$ . Based on days you personally drove between August 1, 2011 and August 31, 2015 (Meal and Rest Period Settlement Subclass)
You qualify for the Minimum Payment of $250.00
This amount is subject to change, up or down, depending on the number of Class members who submit timely and valid claims and/or submit challenges to the estimated amounts.
Challenge Procedure – If you disagree with the information shown above:
Check the box below ONLY if you wish to challenge the dates and information listed above. You do NOT have to submit this form if you agree with the dates of employment, the workweek count and the hours per workweek shown in FedEx Ground’s scanner records as listed above. Any challenges must be sent by mail to the Settlement Administrator and be post-marked by no later than [INSERT DATE] to RUST CONSULTING [INSERT ADDRESS]. Challenges post-marked after this date will not be honored.
I have included below a written statement of what I believe to be the correct number of workweeks and hours per workweek that I personally drove one of my FedEx Ground Routes in the State of California during the period November 17, 2000 through August 31, 2015. I have also included information and/or documentary evidence that supports my challenge. I understand that by submitting this challenge I authorize the Settlement Administrator to review FedEx Ground’s business records and determine the validity of my challenge.
SIGNATURE
Name of Class Member: Class Member ID Number (from address label): Statement of Reasons and provide documentation of correct number of workweeks and hour per workweek that I personally drove one of my FedEx Ground routes in the State of California during the period November 17, 2000 through August 31, 2015.
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[Attach documentation and use separate pages as necessary]
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Class Settlement Agreement EXHIBIT D
(Settlement Notice)
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NOTICE OF CLASS ACTION SETTLEMENT
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
Alexander et al. v. FedEx Ground Package System, Inc. Case No. 3:05-cv-38 EMC
If You Are or Were a FedEx Ground or FedEx Home Delivery Pickup and Delivery Driver in the State of California and Entered into an Operating Agreement Between November 17, 2000 and October 15, 2007 You Could Be Eligible for a Payment From a Class Action Settlement.
If You Are Eligible, You May Receive a Minimum Payment of $190 or $240 For Each Week In Which You Drove Full-Time Between November 17, 2000 and August 31, 2015.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. A FEDERAL COURT AUTHORIZED THIS NOTICE. THIS IS NOT A SOLICITATION FROM A LAWYER.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
SUBMIT THE CLAIMANT The only way to receive a settlement payment is to submit the Claimant Identification Form IDENTIFICATION FORM included with this notice to the Settlement Administrator by the claim filing deadline of (INCLUDED WITH THIS [INSERT DATE]. NOTICE)
Write to the Court about why you don’t like the settlement. If you object, you may ask to speak in Court about the fairness of the Settlement (though you do not have to go to a hearing). OBJECT AND GO TO A HEARING Please note: Even if you object to the settlement, the Court may not agree with your objection. In order to protect your right to a payment in case, you must submit a claimant identification form.
ASK TO BE EXCLUDED from Write a letter to the Court about why you would like to be excluded from the Meal and Rest Meal and Rest Period Settlement Period Settlement Subclass postmarked by [INSERT DATE]. If you ask to be excluded, Subclass (applies only if you you will not receive a settlement payment from the Meal and Rest Period Subclass fund, but continued to contract with FedEx you will keep your right to sue FedEx Ground separately for meal and rest period claims. Ground on or after August 1, 2011)
Get no payment and give up your rights to be a part of any other lawsuit against FedEx DO NOTHING Ground related to the claims that are the subject of the settlement.
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TABLE OF CONTENTS
BASIC INFORMATION 1. Why did I get this notice package? 2. What is this lawsuit about? 3. Why is this a class action? 4. Why is there a settlement?
WHO IS IN THE SETTLEMENT 5. How do I know if I am part of the settlement? 6. Are there exceptions to being included?
THE SETTLEMENT BENEFITS – WHAT YOU GET 7. What does the settlement provide? 8. How much will my payment be?
HOW YOU GET A PAYMENT 9. Submitting a Claimant Identification Form 10. When would I get my payment? 11. What am I giving up to get a payment?
MEAL AND REST PERIOD SETTLEMENT SUBCLASS 12. What are my options for the Meal and Rest Period Settlement Subclass? 13. What if I want to be excluded from the Meal and Rest Period Settlement Subclass?
THE LAWYERS REPRESENTING THE CLASS 14. Do I have a lawyer in this case? 15. How will the lawyers and Plaintiffs be paid?
OBJECTING TO THE SETTLEMENT 16. How do I tell the Court that I don’t like the settlement?
THE FINAL APPROVAL FAIRNESS HEARING 17. When and where will the Court decide whether to approve the settlement? 18. Do I have to come to the hearing? 19. May I speak at the hearing? 20. What happens if I do nothing at all?
GETTING MORE INFORMATION 21. Are there more details about the settlement?
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BASIC INFORMATION
1. Why did I get this notice package?
You received this notice because FedEx Ground’s records show that you signed a FedEx Ground Pickup and Delivery Contractor Operating Agreement to provide service in California sometime during the period between November 17, 2000 and October 15, 2007 and that you may have personally worked as a full-time driver under that contract between November 17, 2000 and the present.
This notice summarizes the proposed settlement. For the precise terms and conditions of the settlement, please see the settlement agreement available at www. .com, by contacting class counsel (see Question 21), by accessing the Court docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.
2. What is this lawsuit about?
The people who brought the suit are seventeen drivers who operated FedEx Ground or FedEx Home Delivery routes and they are called “Plaintiffs” in this notice. The Plaintiffs sued FedEx Ground Package System, Inc., which is referred to as “Defendant” in this notice. The Plaintiffs brought the lawsuit on behalf of themselves and a class of other pickup and delivery drivers who, like them, signed contracts with FedEx Ground to operate FedEx Ground or Home Delivery routes in the State of California.
This lawsuit is about whether FedEx Ground misclassified pick-up and delivery drivers as independent contractors rather than as employees, and failed to provide them with legal rights that employees have under California law. In the operative Complaint, Plaintiffs seek to recover class-wide damages for, among other things, unreimbursed employment expenses, illegal wage deductions, and failure to provide meal and rest periods, as well as unpaid overtime pay for individuals driving trucks weighing less than 10,001 pounds, interest, civil penalties, attorneys’ fees and costs. FedEx Ground maintains that the independent contractor classification is appropriate and denies that it has broken any laws.
In 2008, the Court allowed the Plaintiffs to pursue this lawsuit as a class action and to represent similarly situated drivers in the State of California in (1) a General Class for claims of unreimbursed employment expenses and illegal wage deductions and (2) an Overtime Subclass for claims of unpaid overtime for individuals who drove trucks weighing less than 10,001 pounds. In August 2014, the Ninth Circuit Court of Appeal ruled that the plaintiffs were employees and not independent contractors.
In [October] 2015, the Court further certified a Meal and Rest Period Settlement Subclass to resolve claims for missed meal and rest periods during the period August 1, 2011 and August 31, 2015.
At the time that the settlement was reached, the case was moving towards trial to determine if FedEx Ground violated the California Labor Code and, if so, how much it owed the Plaintiffs in damages.
3. Why is this case a class action?
In a class action lawsuit, the Plaintiffs sue on behalf of other people who have similar claims. The people who have similar claims to or with the Plaintiffs are a “Class” or “Class Members.” The individuals who sued – and all the Class Members like them – are collectively called the Class.
The Court decided in 2008 to allow the General Class and Overtime Subclass to proceed as a class action because it meets the requirements of Federal Rule of Procedure 23, which governs class actions in federal courts. In [October] 2015, the Court decided to allow the Plaintiffs to certify a Meal and Rest Period Settlement Subclass for purposes of this proposed settlement. Specifically, the court found that: • There are numerous FedEx Ground drivers whose interests will be affected by this lawsuit;
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• There are legal questions and facts that are common to each of them; • The Plaintiffs’ claims are typical of the claims of the rest of the Class; • The Plaintiffs and the lawyers representing the Class will fairly and adequately represent the Class’ interests; • The common legal questions and facts are more important than questions that affect only individuals; and • This class action will be more efficient than having many individual lawsuits.
4. Why is there a settlement?
The Court has not issued a final decision about the case, which has been ongoing for more than eleven (11) years. Instead of further litigation, which could have taken many more years with no certainty of the outcome, both sides agreed to a class-wide settlement. The Settlement provides the Class Members with compensation sooner and allows both sides to avoid the cost of a trial and appeals. The Plaintiffs and their lawyers think the settlement is in the best interest of the Class Members.
WHO IS IN THE SETTLEMENT?
5. How do I know if I am part of the settlement?
You are part of the settlement if you fit one or more of the following descriptions:
• GENERAL CLASS – Includes all persons who: (1) Entered into a FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES); (2) Drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) from November 17, 2000 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; and (3) Were dispatched out of a terminal in the state of California between November 17, 2000 and August 31, 2015.
• OVERTIME SUBCLASS – Includes all persons who: (1) Entered into a FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES); (2) Drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) from November 17, 2000 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; (3) Were dispatched out of a terminal in the state of California between November 17, 2000 and August 31, 2015; and (4) At any time during the class period operated a vehicle with gross vehicle weight rating of less than 10,001 pounds.
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• MEAL AND REST PERIOD SETTLEMENT SUBCLASS – Includes all persons who: (1) Entered into a FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES) from November 17, 2000 through October 15, 2007; (2) Drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) since August 1, 2011 to provide package pick-up and delivery services pursuant to the Operating Agreement; and (3) Were dispatched out of a terminal in the state of California between August 1, 2011 and August 31, 2015. If you fit the Meal and Rest Period Settlement Subclass definition, please read Questions 12 and 13.
6. Are there exceptions to being included?
Yes. You are not a member of the General Class or either subclass if you did not (1) sign an Operating Agreement with FedEx Ground at some point between November 17, 2000 and October 15, 2007, (2) personally drive a vehicle on a full-time basis under that Operating Agreement between November 17, 2000 and October 15, 2007, and (3) operate out of a terminal in California. If you do not satisfy any one of these three conditions, you are not member of the class and are excluded from participation in this lawsuit.
You are also not a member of the General Class and Overtime Subclass if you previously excluded yourself (“opted out”) after notice of the pendency of this class action was given in 2008 and 2009.
You are not eligible to be a member of the Meal and Rest Period Settlement Subclass if your FedEx Ground Operating Agreement terminated at any time prior to August 1, 2011.
You are not eligible for a settlement payment for the time period November 17, 2000 through December 31, 2008 if you were a member of the certified class in a class action lawsuit entitled Estrada v. FedEx Ground Package System, Inc., LA Superior Court Case No. BC210130 and received a payment or your claims were dismissed with prejudice under the stipulated judgment entered in that case on December 23, 2008. If you were excluded from the Estrada class at any point because you became a multiple-work area contractor (MWA) during the Estrada class period you may be eligible for a settlement payment in the Alexander class.
If you were a Plaintiff in action entitled Mason et. al. v. FedEx Ground Package System, Inc. Los Angeles Superior Court Case No. BC382960 and you received a settlement payment in that case for the time period January 1, 2005 to December 31, 2008, your settlement payment in this case, if any, pertains to the period January 1, 2009 to August 31, 2015.
If you are still not sure whether you are included, you can ask for help. You can call 1-800-[INSERT] or visit [INSERT ADMINSTRATOR WEBSITE] for more information. Or you can fill out and return the Claimant Identification Form, described in Question 9 to see if you qualify.
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THE SETTLEMENT BENEFITS – WHAT YOU GET
7. What does the settlement provide?
FedEx Ground has agreed to create a $226.5 million dollar ($226,500,000.00) Class Settlement Fund to be divided among and on behalf of all Class Members who send in valid Claimant Identification Forms. The money is also used to pay for Plaintiffs’ lawyers’ fees and costs, payment to the Plaintiffs for their service to the class, payment of certain penalties to the California Labor and Workforce Development Agency, and the costs of administering the settlement.
8. How much will my payment be?
Your share of the Class Settlement Fund will ultimately depend on the number of valid Claimant Identification Forms that Class Members send in. The enclosed Computation of Estimated Share form explains your estimated settlement amount and how it was calculated.
The classes are defined to include persons who drove for Defendant on a full-time basis, defined as 35 or more hours in a week. You are not eligible to receive any settlement payment for workweeks during which you did not personally drive.
Your settlement payment will depend on the number of workweeks during the claim period that you personally drove and performed pickup and delivery in a Primary Service Area covered by your Operating Agreement with FedEx Ground or FedEx Home Delivery, the number of days and hours you personally drove in each of those workweeks, and which FedEx Ground division you contracted with, i.e. FXG or FHD. This information is derived from records produced by FedEx.
After all Class Members have sent in their Claimant Identification Forms, you will receive your pro rata share of the Class Settlement Fund. If less than 100% of the Class Members send in valid Claimant Identification Forms, you could get more money than currently estimated.
GENERAL CLASS
All Class Members are eligible to receive settlement payments calculated this way: (a) A “Weekly Base Settlement Payment” (WBSP) for each week in which they worked full-time (defined as 35 hours or more) adjusted for each year during the claim period to reflect accrued statutory interest at rate of 10% simple and (b) tiered flat-rate payments for weeks in which they worked, but drove less than 35 hours or less than 25 hours in that week as derived from records produced by FXG of $75 or $25, respectively.
The estimated WBSP for class members who drove for FXG is $240 and the estimated WBSP for class members who drove for FHD is $190. The lower WSBP for FHD drivers reflects the lower expenses incurred by FHD contractors.
An absolute minimum payment of $250 will be allocated to persons who received the class notice, but who did not fit the general class definition during any portion of the class period.
OVERTIME SUBCLASS
Members of the Overtime Subclass are eligible to receive additional settlement payments in pro rata settlement shares from an overtime settlement reserve fund of $16,000,000. Payments are calculated based the daily and weekly overtime hours for members of the Overtime Subclass as derived from records produced by FXG.
MEAL AND REST PERIOD SETTLEMENT SUBCLASS
Members of the Meal and Rest Period Settlement Subclass, which includes members of the General Class who continued to drive after August 1, 2011, will receive additional settlement payments in pro rata settlement shares from a meal and rest period settlement reserve fund of $5,600,000, calculated based on days worked between August 1, 2011 and August 31, 2015 as derived from records produced by FXG.
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HOW YOU GET A PAYMENT
9. Submitting a Claimant Identification Form
To qualify for a payment, you must meet all of the eligibility criteria described in Questions 5 and 6 and you must submit a valid Claimant Identification Form to the Settlement Administrator by the claim filing deadline. A Form is included with this notice. You may also get a Form on the Internet at [INSERT SETTLEMENT ADMINISTRATOR WEBSITE].
Read the instructions carefully, fill out the Form (including the IRS Form W-9), sign it, and either mail it to the Settlement Administrator, Rust Consulting, at: [INSERT ADDRESS] postmarked no later than [INSERT DATE] or file it online no later than [INSERT DATE] using the following link: [INSERT WEBSITE].
10. When would I get my payment?
The Court will hold a hearing on [INSERT DATE] at AM/PM to decide whether to give final approval to the settlement. If Judge Chen approves the settlement and there are no appeals, you should receive your settlement payment about [ ] weeks after the hearing. But, if the Court does not approve the settlement or if there are any appeals, payments will be delayed or the settlement may not occur. Everyone who sends in a Claimant Identification Form will be informed of the progress of the settlement. Please be patient.
11. What am I giving up to get a payment?
Under the terms of the settlement, you will be releasing FedEx Ground Package System, Inc., and parties related to it, from all claims that were asserted or could have been asserted based on the factual allegations in Plaintiffs’ operative Complaint for any period of time before August 31, 2015 with one exception: the settlement does not apply to and does not release claims premised on California law for missed meal and rest breaks (if any) that accrued at any time prior to August 1, 2011.
PLEASE NOTE: If the Court approves the settlement, your claims (described above) will be extinguished whether or not you submit a Claimant Identification Form and whether or not you receive a payment.
MEAL AND REST PERIOD SETTLEMENT SUBCLASS
12. What are my options for the Meal and Rest Period Settlement Subclass?
In [October] 2015, the Court certified the Meal and Rest Period Settlement Subclass for the purposes of settlement consisting of General Class members who continued to contract with FedEx Ground and to personally drive a FedEx Ground route on a full time basis between August 1, 2011 and August 31, 2015. This subclass allows the parties to negotiate a settlement on behalf of similarly situated Class Members for claims for missed meal and rest periods for the time period August 1, 2011 through August 15, 2015. The Meal and Rest Period Settlement Subclass does not include General Class members whose contracts terminated prior to August 1, 2011.
If you are a member of the Meal and Rest Period Settlement Subclass, you have one additional option. Because the Meal and Rest Period Settlement Subclass was recently certified and this is the first notice sent regarding this subclass, you have an opportunity to exclude yourself from the Meal and Rest Period Settlement Subclass (called “opting-out”). This opportunity only exists for the Meal and Rest Period Settlement Subclass.
Your options for the Meal and Rest Period Settlement Subclass are: • Submit a Claimant Identification Form, as described in Questions 9-11;
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• Object and go to a hearing, as described in Questions 16 and 18; • Ask to be excluded from the Meal and Rest Period Settlement Subclass, as described in Question 13; or • Do nothing, as explained in Question 20.
13. What if I want to be excluded from the Meal and Rest Period Settlement Subclass?
Why would I ask to be excluded?
If you already have your own lawsuit against FedEx Ground concerning meal and rest periods and want to continue with it, you must ask to be excluded from the Class. If you exclude yourself from the Meal and Rest Period Settlement Subclass – which is sometimes called “opting-out” of the Class – you won’t get any money from the Meal and Rest Period Settlement Subclass reserve fund. However, you may then sue or continue to sue FedEx Ground for meal and rest period claims that occurred or occur at any time. If you exclude yourself, you will not be legally bound by the Meal and Rest Period Settlement Subclass Settlement.
If you start your own action after you exclude yourself, you must hire and pay your own lawyer for that lawsuit, and you’ll have to prove your claims. If you do exclude yourself so you can start or continue your own lawsuit against FedEx Ground, you should talk to your own lawyer soon, because your claims are subject to a statute of limitations.
How do I ask the Court to exclude me from the Meal and Rest Period Settlement Subclass?
To be excluded, you must send an “Exclusion Request” in the form of a letter sent by mail, stating that you want to be excluded from the “Alexander v. FedEx Ground Package System, Inc., Case No. 05-CV-0038 EMC Meal and Rest Period Settlement Subclass.” Be sure to include your name and address, and sign the letter. You must mail your Exclusion Request postmarked by [INSERT DATE] to: [INSERT ADDRESS].
Can I ask to be excluded from the General Class and Overtime Subclass?
No. Class Members were sent notice and given the opportunity to exclude themselves from the General Class and Overtime Subclass in 2009. Because you already had the opportunity to opt-out, you cannot ask to exclude yourself now.
THE LAWYERS REPRESENTING THE CLASS
14. Do I have a lawyer in this case?
The Court has previously appointed Leonard Carder LLP located at 1330 Broadway, Suite 1450, Oakland, CA, 94612, to serve as Class Counsel for the Plaintiffs and Class Members in this lawsuit.
Beth A. Ross Aaron Kaufmann David Pogrel Elizabeth Gropman LEONARD CARDER, LLP 1330 Broadway, Suite 1450 Oakland, CA 94612 Tel: (510) 272-0169 Fax: (510) 272-0174
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These lawyers will be paid from the settlement amount, so you will not be charged personally for their work on this case and in negotiating this settlement. If you want to be represented by your own lawyer, you may hire one at your own expense.
15. How will the lawyers and Plaintiffs be paid?
Class Counsel will ask the Court to approve payment of (1) up to 22% of the Class Settlement Fund for attorneys’ fees and expenses for the eleven years they spent investigating the facts, litigating the case, and negotiating the settlement and (2) up to $10,000 in service awards for each of the original Plaintiffs who assisted in the litigation, and (3) up to $1,500.00 as service award for the Named Plaintiff who assisted in litigation to represent the meal and rest period settlement subclass. Class Counsel may seek less and/or the Court may award less than these amounts. FedEx Ground has agreed not to oppose these requests for fees, expenses, and incentive awards. A motion to approve payment of attorneys’ fees will be on file with the Court and available for public review [ ] days before the Fairness Hearing on [INSERT DATE].
OBJECTING TO THE SETTLEMENT
16. How do I tell the Court that I don’t like the settlement?
You can ask the Court to deny approval by filing an objection. You can’t ask the Court to order a larger settlement; the Court can only approve or deny the proposed settlement. If the Court denies approval, no settlement payments will be sent out and the lawsuit will continue. If that is what you want to happen, you must object.
To object, you must send a letter saying that you object to the settlement in Alexander v. FedEx Ground Package System, Inc., Case No. 05-CV-0038 EMC (be sure to include this case name and number in your letter). All written objections and supporting papers must (a) clearly identify the case name and number (Alexander v. FedEx Ground Package System, Inc., Case No. 05-CV-0038 EMC), (b) include your name, address, telephone number, your signature, and the reasons you object to the settlement, and (c) be postmarked no later than [INSERT DATE] and sent to the following address:
RUST CONSULTING [INSERT STREET ADDRESS] [INSERT CITY, STATE ZIP CODE]
ATTN: ALEXANDER ET AL V. FEDEX GROUND PACKAGE SYSTEM, INC. SETTLEMENT
Even if you object, the Court may not agree with your objection. In order to protect your right to a payment in case, you must also submit a claimant identification form with your objection.
THE FINAL APPROVAL FAIRNESS HEARING
17. When and where will the Court decide whether to approve the settlement?
The Court will hold a Final Approval Fairness Hearing on [INSERT DATE] at AM/PM, at the United States District Court for the Northern District of California, at 450 Golden Gate Avenue, San Francisco, CA 94102 before the Honorable Edward M. Chen, Courtroom 5. At this hearing the Court will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. After the hearing, the Court will decide whether to approve the settlement.
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18. Do I have to come to the hearing?
No. But, you may appear at the Final Approval Hearing, either in person or through your own attorney. If you appear through your own attorney, you are responsible for paying that attorney. If you send an objection, you do not have to come to Court to talk about it but you may if you wish. As long as you mailed your written objection on time, the Court will consider it.
19. May I speak at the hearing?
You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter stating your “Notice of Intention to Appear at Fairness Hearing in Dean Alexander et al. v. FedEx Ground Package System, Inc., Civil No. 05-cv-0038 EMC.” Be sure to include your name, address, telephone number, and your signature.
Your Notice of Intention to Appear must be postmarked no later than [INSERT DATE], and be sent to the Clerk of the Court, Class Counsel, and FedEx Ground’s counsel, at the address in Questions 15 and 21.
20. What happens if I do nothing at all?
If you do not submit a Claim Form, object, and/or attend the final hearing, you will not receive a payment and you will give up your rights to be part of any other lawsuit against FedEx Ground related to the claims that are the subject of this settlement, as described in Question 11.
GETTING MORE INFORMATION
21. Are there more details about the settlement?
This notice summarizes the proposed settlement. Additional details are included in the written Class Action Settlement Agreement. You can get a copy of that Agreement by writing to the Settlement Administrator, Rust Consulting at [INSERT ADDRESS], or by visiting the Settlement Administrator’s website at [INSERT WEBSITE].
You can call 1-800-[INSERT] toll free; write to Alexander v FedEx Ground Package System, Inc. California Settlement, c/o [INSERT ADDRESS]; or visit the website at [INSERT WEBSITE], where you can find answers to common questions about the settlement, a Claimant Identification Form (including IRS Form W-9), plus other information to help you determine whether you are a Class member and whether you are eligible for a payment.
You may also speak to the lawyers, who are: Beth A. Ross Aaron Kaufmann David Pogrel Elizabeth Gropman LEONARD CARDER, LLP 1330 Broadway, Suite 1450 Oakland, CA 94612 Tel: (510) 272-0169 Fax: (510) 272-0174
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DO NOT CONTACT THE COURT OR FEDEX WITH QUESTIONS.
DATE: [MONTH 00], 2015
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Class Settlement Agreement EXHIBIT E
(Supplemental Class and Settlement Notice)
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NOTICE OF CLASS ACTION SETTLEMENT
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
Alexander et al. v. FedEx Ground Package System, Inc. Case No. 3:05-cv-38 EMC
If You Are or Were a FedEx Ground or FedEx Home Delivery Pickup and Delivery Driver in the State of California and Entered into an Operating Agreement Between November 17, 2000 and October 15, 2007 You Could Be Eligible for a Payment From a Class Action Settlement.
If You Are Eligible, You May Receive a Minimum Payment of $190 or $240 For Each Week In Which You Drove Full-Time Between November 17, 2000 and August 31, 2015.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. A FEDERAL COURT AUTHORIZED THIS NOTICE. THIS IS NOT A SOLICITATION FROM A LAWYER.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
Write a letter to the Court about why you would like to be excluded from the lawsuit postmarked by ASK TO BE EXCLUDED [INSERT DATE]. If you ask to be excluded, you will not receive a settlement payment.
SUBMIT THE CLAIMANT The only way to receive a settlement payment is to submit the Claimant Identification Form included IDENTIFICATION with this notice to the Settlement Administrator by the claim filing deadline of [INSERT DATE]. FORM (INCLUDED WITH THIS NOTICE)
Write to the Court about why you don’t like the settlement. If you object, you may ask to speak in Court about the fairness of the Settlement (though you do not have to go to a hearing). OBJECT AND GO TO A HEARING Please note: Even if you object to the settlement, the Court may not agree with your objection. In order to protect your right to a payment in case, you must submit a claimant identification form.
Get no payment and give up your rights to be a part of any other lawsuit against FedEx Ground related DO NOTHING to the claims that are the subject of the settlement.
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TABLE OF CONTENTS
BASIC INFORMATION 1. Why did I get this notice package? 2. What is this lawsuit about? 3. Why is this a class action? 4. Why is there a settlement?
WHO IS IN THE SETTLEMENT 5. How do I know if I am part of the settlement? 6. Are there exceptions to being included? 7. What if I want to be excluded?
THE SETTLEMENT BENEFITS – WHAT YOU GET 8. What does the settlement provide? 9. How much will my payment be?
HOW YOU GET A PAYMENT 10. Submitting a Claimant Identification Form 11. When would I get my payment? 12. What am I giving up to get a payment?
THE LAWYERS REPRESENTING THE CLASS 13. Do I have a lawyer in this case? 14. How will the lawyers and Plaintiffs be paid?
OBJECTING TO THE SETTLEMENT 15. How do I tell the Court that I don’t like the settlement?
THE FINAL APPROVAL FAIRNESS HEARING 16. When and where will the Court decide whether to approve the settlement? 17. Do I have to come to the hearing? 18. May I speak at the hearing? 19. What happens if I do nothing at all?
GETTING MORE INFORMATION 20. Are there more details about the settlement?
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BASIC INFORMATION
1. Why did I get this notice package?
You received this notice because FedEx Ground’s records show that you signed a FedEx Ground Pickup and Delivery Contractor Operating Agreement to provide service in California sometime during the period between November 17, 2000 and October 15, 2007 and that you may have personally worked as a full-time driver under that contract between November 17, 2000 and the present.
This notice summarizes the proposed settlement. For the precise terms and conditions of the settlement, please see the settlement agreement available at www. .com, by contacting class counsel (See Question 20), by accessing the Court docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States District Court for the Norther District of California, 450 Golden Gate Avenue, San Francisco, CA 94102, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.
2. What is this lawsuit about?
The people who brought the suit are seventeen drivers who operated FedEx Ground or FedEx Home Delivery routes and they are called “Plaintiffs” in this notice. The Plaintiffs sued FedEx Ground Package System, Inc., which is referred to as “Defendant” in this notice. The Plaintiffs brought the lawsuit on behalf of themselves and a class of other pickup and delivery drivers who, like them, signed contracts with FedEx Ground to operate FedEx Ground or Home Delivery routes in the State of California.
This lawsuit is about whether FedEx Ground misclassified pick-up and delivery drivers as independent contractors rather than as employees, and failed to provide them with legal rights that employees have under California law. In the operative Complaint, Plaintiffs seek to recover class-wide damages for, among other things, unreimbursed employment expenses, illegal wage deductions, and failure to provide meal and rest periods, as well as unpaid overtime pay for individuals driving trucks weighing less than 10,001 pounds, interest, civil penalties, attorneys’ fees and costs. FedEx Ground maintains that the independent contractor classification is appropriate and denies that it has broken any laws.
In 2008, the Court allowed the Plaintiffs to pursue this lawsuit as a class action and to represent similarly situated drivers in the State of California in (1) a General Class for claims of unreimbursed employment expenses and illegal wage deductions and (2) an Overtime Subclass for claims of unpaid overtime for individuals who drove trucks weighing less than 10,001 pounds. In August 2014, the Ninth Circuit Court of Appeal ruled that the plaintiffs were employees and not independent contractors.
In [October] 2015, the Court further certified a Meal and Rest Period Settlement Subclass to resolve claims for missed meal and rest periods during the period August 1, 2011 and August 31, 2015.
At the time that the settlement was reached, the case was moving towards trial to determine if FedEx Ground violated the California Labor Code and, if so, how much it owed the Plaintiffs in damages.
3. Why is this a class action?
In a class action lawsuit, the Plaintiffs sue on behalf of other people who have similar claims. The people who have similar claims to or with the Plaintiffs are a “Class” or “Class Members.” The individuals who sued – and all the Class Members like them – are collectively called the Class.
The Court decided in 2008 to allow the General Class and Overtime Subclass to proceed as a class action because it meets the requirements of Federal Rule of Procedure 23, which governs class actions in federal courts. In [October] 2015, the Court decided to allow the Plaintiffs to certify a Meal and Rest Period Settlement Subclass. Specifically, the court found that: • There are numerous FedEx Ground drivers whose interests will be affected by this lawsuit;
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• There are legal questions and facts that are common to each of them; • The Plaintiffs’ claims are typical of the claims of the rest of the Class; • The Plaintiffs and the lawyers representing the Class will fairly and adequately represent the Class’ interests; • The common legal questions and facts are more important than questions that affect only individuals; and • This class action will be more efficient than having many individual lawsuits.
4. Why is there a settlement?
The Court has not issued a final decision about the case, which has been ongoing for more than eleven (11) years. Instead of further litigation, which could have taken many more years with no certainty of the outcome, both sides agreed to a class-wide settlement. The Settlement provides the Class Members with compensation sooner and allows both sides to avoid the cost of a trial and appeals. The Plaintiffs and their lawyers think the settlement is in the best interest of the Class Members.
WHO IS IN THE SETTLEMENT?
5. How do I know if I am part of the settlement?
You are part of the settlement if you fit one or more of the following descriptions:
• GENERAL CLASS – Includes all persons who: (1) Entered into a FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES); (2) Drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) from November 17, 2000 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; and (3) Were dispatched out of a terminal in the state of California between November 17, 2000 and August 31, 2015.
• OVERTIME SUBCLASS – Includes all persons who: (1) Entered into a FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES); (2) Drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) from November 17, 2000 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; (3) Were dispatched out of a terminal in the state of California between November 17, 2000 and August 31, 2015; and (4) At any time during the class period operated a vehicle with gross vehicle weight rating of less than 10,001 pounds.
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• MEAL AND REST PERIOD SETTLEMENT SUBCLASS – Includes all persons who: (1) Entered into a FedEx Ground or FedEx Home Delivery Form Operating Agreement (now known as OP-149 and Form OP-149-RES) from November 17, 2000 through October 15, 2007; (2) Drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) since August 1, 2011 to provide package pick-up and delivery services pursuant to the Operating Agreement; and (3) Were dispatched out of a terminal in the state of California between August 1, 2011 and August 31, 2015.
6. Are there exceptions to being included?
Yes. You are not a member of the General Class or either subclass if you did not (1) sign an Operating Agreement with FedEx Ground at some point between November 17, 2000 and October 15, 2007, (2) personally drive a vehicle on a full-time basis under that Operating Agreement between November 17, 2000 and October 15, 2007, and (3) operate out of a terminal in California. If you do not satisfy any one of these three conditions, you are not member of the class and are excluded from participation in this lawsuit.
You are not eligible to be a member of the Meal and Rest Period Settlement Subclass if your FedEx Ground Operating Agreement terminated at any time prior to August 1, 2011.
You are not eligible for a settlement payment for the time period November 17, 2000 through December 31, 2008 if you were a member of the certified class in a class action lawsuit entitled Estrada v. FedEx Ground Package System, Inc., LA Superior Court Case No. BC210130 and received a payment or your claims were dismissed with prejudice under the stipulated judgment entered in that case on December 23, 2008. If you were excluded from the Estrada class at any point because you became a multiple-work area contractor (MWA) during the Estrada class period you may be eligible for a settlement payment in the Alexander class.
If you were a Plaintiff in action entitled Mason et. al. v. FedEx Ground Package System, Inc. Los Angeles Superior Court Case No. BC382960 and you received a settlement payment in that case for the time period January 1, 2005 to December 31, 2008, your settlement payment in this case, if any, pertains to the period January 1, 2009 to August 31, 2015.
If you are still not sure whether you are included, you can ask for help. You can call 1-800-[INSERT] or visit [INSERT ADMINSTRATOR WEBSITE] for more information. Or you can fill out and return the Claimant Identification Form, described in Question 9 to see if you qualify.
7. What if I want to be excluded?
Why would I ask to be excluded?
If you already have your own lawsuit against FedEx Ground concerning employment classification and want to continue with it, you must ask to be excluded from the Class. If you exclude yourself from the Class – which is sometimes called “opting-out” of the Class – you won’t get any money or portion of the Settlement. However, you may then sue or continue to sue FedEx Ground for employment classification practices that occurred or occur at any time. If you exclude yourself, you will not be legally bound by the Settlement.
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If you start your own action after you exclude yourself, you must hire and pay your own lawyer for that lawsuit, and you’ll have to prove your claims. If you do exclude yourself so you can start or continue your own lawsuit against FedEx Ground, you should talk to your own lawyer soon, because your claims are subject to a statute of limitations.
How do I ask the Court to exclude me from the Class?
To be excluded, you must send an “Exclusion Request” in the form of a letter sent by mail, stating that you want to be excluded from the “Alexander v. FedEx Ground Package System, Inc., Case No. 05-CV-0038 EMC.” You must state whether you want to be excluded from the General Class, Overtime Subclass, Meal and Rest Period Settlement Subclass, or all three. Be sure to include your name and address, and sign the letter. You must mail your Exclusion Request postmarked by [INSERT DATE] to: [INSERT ADDRESS].
THE SETTLEMENT BENEFITS – WHAT YOU GET
9. What does the settlement provide?
FedEx Ground has agreed to create a $226.5 million dollar ($226,500,000.00) Class Settlement Fund to be divided among and on behalf of all Class Members who send in valid Claimant Identification Forms. The money is also used to pay for Plaintiffs’ lawyers’ fees and costs, payment to the Plaintiffs for their service to the class, payment of certain penalties to the California Labor and Workforce Development Agency, and the costs of administering the settlement.
9. How much will my payment be?
Your share of the Class Settlement Fund will ultimately depend on the number of valid Claimant Identification Forms that Class Members send in. The enclosed Computation of Estimated Share form explains your estimated settlement amount and how it was calculated.
The classes are defined to include persons who drove for Defendant on a full-time basis, defined as 35 or more hours in a week. You are not eligible to receive any settlement payment for workweeks during which you did not personally drive.
Your settlement payment will depend on the number of workweeks during the claim period that you personally drove and performed pickup and delivery in a Primary Service Area covered by your Operating Agreement with FedEx Ground or FedEx Home Delivery, the number of days and hours you personally drove in each of those workweeks, and which FedEx Ground division you contracted with, i.e. FXG or FHD. This information is derived from records produced by FedEx.
After all Class Members have sent in their Claimant Identification Forms, you will receive your pro rata share of the Class Settlement Fund. If less than 100% of the Class Members send in valid Claimant Identification Forms, you could get more money than currently estimated.
GENERAL CLASS
All Class Members are eligible to receive settlement payments calculated this way: (a) A “Weekly Base Settlement Payment” (WBSP) for each week in which they worked full-time (defined as 35 hours or more) adjusted for each year during the claim period to reflect accrued statutory interest at rate of 10% simple and (b) tiered flat-rate payments for weeks in which they worked, but drove less than 35 hours or less than 25 hours as derived from records produced by FXG of $75 or $25, respectively.
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The estimated WBSP for class members who drove for FXG is $240 and the estimated WBSP for class members who drove for FHD is $190. The lower WSBP for FHD drivers reflects the lower expenses incurred by FHD contractors.
An absolute minimum payment of $250 will be allocated to persons who received the class notice, but who did not fit the general class definition during any portion of the class period.
OVERTIME SUBCLASS
Members of the Overtime Subclass are eligible to receive additional settlement payments in pro rata settlement shares from an overtime settlement reserve fund of $16,000,000. Payments are calculated based the daily and weekly overtime hours for members of the Overtime Subclass as derived from records produced by FXG.
MEAL AND REST PERIOD SETTLEMENT SUBCLASS
Members of the Meal and Rest Period Settlement Subclass, which includes members of the General Class who continued to drive after August 1, 2011, will receive additional settlement payments in pro rata settlement shares from a meal and rest period settlement reserve fund of $5,600,000, calculated based on days worked between August 1, 2011 and August 31, 2015 as derived from records produced by FXG.
HOW YOU GET A PAYMENT
10. Submitting a Claimant Identification Form
To qualify for a payment, you must meet all of the eligibility criteria described in Questions 5 and 6 and you must submit a valid Claimant Identification Form to the Settlement Administrator by the claim filing deadline. A Form is included with this notice. You may also get a Form on the Internet at [INSERT SETTLEMENT ADMINISTRATOR WEBSITE].
Read the instructions carefully, fill out the Form (including the IRS Form W-9), sign it and either mail it to the Settlement Administrator, Rust Consulting: [INSERT ADDRESS] postmarked no later than [INSERT DATE] or file it online no later than [INSERT DATE] using the following link: [INSERT WEBSITE].
11. When would I get my payment?
The Court will hold a hearing on [INSERT DATE] at AM/PM to decide whether to give final approval to the settlement. If Judge Chen approves the settlement and there are no appeals, you should receive your settlement payment about [ ] weeks after the hearing. But, if the Court does not approve the settlement or if there are any appeals, payments will be delayed or the settlement may not occur. Everyone who sends in a Claimant Identification Form will be informed of the progress of the settlement. Please be patient.
12. What am I giving up to get a payment?
Under the terms of the settlement, you will be releasing FedEx Ground Package System, Inc., and parties related to it, from all claims that were asserted or could have been asserted based on the factual allegations in Plaintiffs’ operative Complaint for any period of time before August 31, 2015 with one exception: the settlement does not apply to and does not release claims premised on California law for missed meal and rest breaks (if any) that accrued at any time prior to August 1, 2011.
PLEASE NOTE: If the Court approves the settlement, your claims (described above) will be extinguished whether or not you submit a Claimant Identification Form and whether or not you receive a payment.
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THE LAWYERS REPRESENTING THE CLASS
13. Do I have a lawyer in this case?
The Court has previously appointed Leonard Carder LLP located at 1330 Broadway, Suite 1450, Oakland, CA, 94612, to serve as Class Counsel for the Plaintiffs and Class Members in this lawsuit.
Beth A. Ross Aaron Kaufmann David Pogrel Elizabeth Gropman LEONARD CARDER, LLP 1330 Broadway, Suite 1450 Oakland, CA 94612 Tel: (510) 272-0169 Fax: (510) 272-0174
These lawyers will be paid from the settlement amount, so you will not be charged personally for their work on this case and in negotiating this settlement. If you want to be represented by your own lawyer, you may hire one at your own expense.
14. How will the lawyers and Plaintiffs be paid?
Class Counsel will ask the Court to approve payment of (1) up to 22% of the Class Settlement Fund for attorneys’ fees and expenses for the eleven years they spent investigating the facts, litigating the case, and negotiating the settlement and (2) up to $10,000 in service awards for each of the original Plaintiffs who assisted in the litigation, and (3) up to $1,500.00 as service award for the Named Plaintiff who assisted in litigation to represent the meal and rest period settlement subclass. Class Counsel may seek less and/or the Court may award less than these amounts. FedEx Ground has agreed not to oppose these requests for fees, expenses, and incentive awards. A motion to approve payment of attorneys’ fees will be on file with the Court and available for public review [ ] days before the Fairness Hearing on [INSERT DATE].
OBJECTING TO THE SETTLEMENT
15. How do I tell the Court that I don’t like the settlement?
You can ask the Court to deny approval by filing an objection. You can’t ask the Court to order a larger settlement; the Court can only approve or deny the proposed settlement. If the Court denies approval, no settlement payments will be sent out and the lawsuit will continue. If that is what you want to happen, you must object.
To object, you must send a letter saying that you object to the settlement in Alexander v. FedEx Ground Package System, Inc., Case No. 05-CV-0038 EMC (be sure to include this case name and number in your letter). All written objections and supporting papers must (a) clearly identify the case name and number (Alexander v. FedEx Ground Package System, Inc., Case No. 05-CV-0038 EMC), (b) include your name, address, telephone number, your signature, and the reasons you object to the settlement, and (c) be postmarked no later than [INSERT DATE] and sent to the following address:
RUST CONSULTING [INSERT STREET ADDRESS] [INSERT CITY, STATE ZIP CODE]
ATTN: ALEXANDER ET AL V. FEDEX GROUND PACKAGE SYSTEM, INC. SETTLEMENT
Even if you object, the Court may not agree with your objection. In order to protect your right to a payment in case, you must also submit a claimant identification form with your objection.
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THE FINAL APPROVAL FAIRNESS HEARING
16. When and where will the Court decide whether to approve the settlement?
The Court will hold a Final Approval Fairness Hearing on [INSERT DATE] at AM/PM, at the United States District Court for the Northern District of California, at 450 Golden Gate Avenue, San Francisco, CA 94102 before the Honorable Edward M. Chen, Courtroom 5. At this hearing the Court will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. After the hearing, the Court will decide whether to approve the settlement.
17. Do I have to come to the hearing?
No. But, you may appear at the Final Approval Hearing, either in person or through your own attorney. If you appear through your own attorney, you are responsible for paying that attorney. If you send an objection, you do not have to come to Court to talk about it but you may if you wish. As long as you mailed your written objection on time, the Court will consider it.
18. May I speak at the hearing?
You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter stating your “Notice of Intention to Appear at Fairness Hearing in Dean Alexander et al. v. FedEx Ground Package System, Inc., Civil No. 05-cv-0038 EMC.” Be sure to include your name, address, telephone number, and your signature.
Your Notice of Intention to Appear must be postmarked no later than [INSERT DATE], and be sent to the Clerk of the Court, Class Counsel, and FedEx Ground’s counsel, at the address in Questions 15 and 21.
19. What happens if I do nothing at all?
If you do not submit a Claim Form, object, and/or attend the final hearing, you will not receive a payment and you will give up your rights to be part of any other lawsuit against FedEx Ground related to the claims that are the subject of this settlement, as described in Question 11.
GETTING MORE INFORMATION
20. Are there more details about the settlement?
This notice summarizes the proposed settlement. Additional details are included in the written Class Action Settlement Agreement. You can get a copy of that Agreement by writing to the Settlement Administrator, Rust Consulting at [INSERT ADDRESS], or by visiting the Settlement Administrator’s website at [INSERT WEBSITE].
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You can call 1-800-[INSERT] toll free; write to Alexander v FedEx Ground Package System, Inc. California Settlement, c/o [INSERT ADDRESS]; or visit the website at [INSERT WEBSITE], where you can find answers to common questions about the settlement, a Claimant Identification Form (including IRS Form W-9), plus other information to help you determine whether you are a Class member and whether you are eligible for a payment.
You may also speak to the lawyers, who are: Beth A. Ross Aaron Kaufmann David Pogrel Elizabeth Gropman LEONARD CARDER, LLP 1330 Broadway, Suite 1450 Oakland, CA 94612 Tel: (510) 272-0169 Fax: (510) 272-0174
DO NOT CONTACT THE COURT OR FEDEX WITH QUESTIONS.
DATE: [MONTH 00], 2015
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Class Settlement Agreement EXHIBIT F
([Proposed] Preliminary Approval Order)
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174
BETH A. ROSS (SBN 141337) [email protected] AARON D. KAUFMANN (SBN 148580) [email protected] DAVID P. POGREL (SBN 203787) [email protected] ELIZABETH R. GROPMAN (SBN 294156) [email protected] LEONARD CARDER, LLP 1330 Broadway, Suite 1450 Oakland, California 94612 Tel: (510) 272-0169 Fax: (510) 272-0174
Attorneys for Plaintiffs and the Putative Class
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
DEAN ALEXANDER, et. al., on behalf of ) Case No: 3:05-cv-38 EMC themselves and all others similarly situated, ) ) [PROPOSED] ORDER GRANTING Plaintiffs, ) PRELIMINARY APPROVAL OF ) CLASS SETTLEMENT, vs. ) CERTIFYING SETTLEMENT ) SUBCLASS, AND ORDERING FEDEX GROUND PACKAGE SYSTEM, INC. ) SUPPLEMENTAL CLASS NOTICE et. al., ) ) Date: October 15, 2015 Defendant. ) Time: 1:30 PM Dept.: Courtroom 5
WHEREAS, Plaintiffs Dean Alexander, Peter Allen, Albert Anaya, Suzanne Andrade, Jarrett Henderson, Ely Ines, Jorge Isla, Paul Infantino, Eric Jeppson, Gupertino Magana, Bernard Mendoza, Jesse Padilla, Marjorie Pontarolo, Joey Rodriguez, Dale Rose, Allan Ross, Agostino Scalercio, and Anthony Ybarra (collectively, “the Plaintiffs”), on behalf of themselves and the Certified Class and the Certified Subclass, and Defendant FedEx Ground Package System, Inc. (“FXG” or “FedEx Ground”) (collectively, “the Parties”) have agreed, subject to Court approval,
[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT, CERTIFYING SETTLEMENT SUBCLASS, AND ORDERING SUPPLEMENTAL CLASS NOTICE Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174 to settle the certified claim in this litigation upon the terms and conditions stated in the Class Action Settlement Agreement (the “Settlement Agreement”) attached as Exhibit 1 to the Declaration of Beth A. Ross filed in support of Plaintiffs’ Motion for Preliminary Approval of Class Action Settlement, Certification of Settlement Subclass, and Supplemental Class Notice;
WHEREAS, the Settlement appears to be the product of serious, informed, non-collusive negotiations and falls within the range of possible approval;
WHEREAS, all capitalized terms contained herein shall have the same meanings as set forth in the Settlement Agreement (in addition to any capitalized terms defined herein); and
WHEREAS, this Court has considered the Settlement Agreement and the Exhibits attached thereto and Plaintiffs’ Unopposed Motion for Preliminary Approval of Class Action Settlement and Supplemental Class Notice and the supporting papers thereto;
NOW THEREFORE, IT IS ORDERED:
1. This Court does hereby preliminarily approve, subject to further consideration at the Fairness Hearing described below, the Settlement Agreement and the terms of the Settlement set forth therein as fair, reasonable, and adequate.
2. Pursuant to Rule 23 of the Federal Rules of Civil Procedure and in light of the proposed settlement resolving the claims of the Meal and Rest Period Settlement Subclass, the Court finds and concludes that the proposed Meal and Rest Period Settlement Subclass satisfies all the requirements for certification under Rule 23(a) and (b)(2): The Meal and Rest Period Settlement Subclass is sufficiently numerous (approximately 468 drivers) that joinder is impracticable, and it thus satisfies the requirement of Rule 23(a)(1). The Meal and Rest Period Settlement Subclass also satisfies the commonality requirement of Rule 23(a)(2), as the allegations against Defendants arise from FedEx’s common policies pertaining to meal and rest periods. The claims of the Named Plaintiff is typical of those of the Subclass Members, as they
[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT, CERTIFYING SETTLEMENT SUBCLASS, AND ORDERING SUPPLEMENTAL CLASS NOTICE Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174 were all classified as non-employees of FedEx and were all subject to the same policies regarding the taking of meal and rest periods so the requirement of Rule 23(a)(3) is satisfied. Finally, the Named Plaintiff is an adequate Class Representative as required by Rule 23(a)(4), as the Court finds that they will fairly and adequately protect the interests of the Meal and Rest Period Settlement Subclass, and Plaintiffs’ Counsel meets the requirements of Rule 23(g).
The Meal and Rest Period Settlement Subclass satisfies the requirements for certification under Rule 23(b)(3) because common questions “predominate over any questions affecting only individual members,” and class resolution is “superior to other available methods for the fair and efficient adjudication of the controversy.” In addition, the alternative to a single class action – numerous individual actions – would be inefficient and unfair.
Therefore, the Court conditionally certifies for settlement purposes the following Meal and Rest Period Settlement Subclass pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3): All persons who: 1) entered or will enter into a FXG Ground or FXG Home Delivery form Operating Agreement (now known as form OP-149 and form OP-149 RES) between November 17, 2000 and October 15, 2007; 2) drove or will drive a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) since August 1, 2011, to provide package pick-up and delivery services pursuant to the Operating Agreement; and 3) were dispatched out of a terminal in the State of California.
The Court appoints Plaintiff Marjorie Pontarolo as Class Representative of the Meal and Rest Period Settlement Subclass. The Court finds that the firm Leonard Carder, LLP, has extensive experience in employment class actions, is knowledgeable in the applicable law, and has committed significant resources to representing the Class. The Court therefore appoints this firm as Class Counsel.
[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT, CERTIFYING SETTLEMENT SUBCLASS, AND ORDERING SUPPLEMENTAL CLASS NOTICE Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174
3. The Fairness Hearing shall be held before the United States District Court, District of California, on , 2016 at 1:30 p.m. [a date which is no shorter than 100 days after the entry of this Preliminary Approval Order] before this Court in Courtroom 5 of the United States Courthouse at 450 Golden Gate Avenue, San Francisco CA 94102-3489 to determine: (1) whether the terms of the Settlement should be approved as fair, reasonable, and adequate; (2) whether the action should be dismissed on the merits and with prejudice; and (3) whether Class Counsel’s request for attorneys’ fees and expenses, and incentive awards for the individuals who brought this action, should be approved.
4. This Court designates Rust Consulting as the Settlement Administrator and directs Rust Consulting to perform each and every one of the functions listed in Sections II(3) and III(C)(1) through (23) of the Settlement Agreement, in accordance with the terms of the Settlement Agreement and this Preliminary Approval Order. All Administration Expenses will be paid out of the class settlement fund, in accordance with the terms of the Settlement Agreement.
5. This Court finds that CAFA notice is required and thus orders the parties to send such notice no later than , 2015.
6. This Court approves, as to form and content, the Settlement Notice attached as Exhibit D to the Settlement Agreement, the Supplemental Class and Settlement Notice attached as Exhibit E to the Settlement Agreement, and the Forms (including both the Claimant Identification Form and IRS Form W-9) attached as Exhibit C to the Settlement Agreement. This Court finds that the mailing of the Settlement Notice and the Class and Settlement Notice in the manner and form set forth in Section IV of the Settlement Agreement meets the requirements of Federal Rule of Civil Procedure 23 and due process, is the best notice practicable under the circumstances, and shall constitute due and sufficient notice to all Class Members.
[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT, CERTIFYING SETTLEMENT SUBCLASS, AND ORDERING SUPPLEMENTAL CLASS NOTICE Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174
7. The Final Claims Date, in order to meet the requirements for the submission of a Valid Claim under the Settlement Agreement, is , 60 days after mailing of the Settlement Notice and Claim Forms.
8. Any Class Member or Subclass Member may request to exclude him or herself (i.e. “opt out”) from the Meal and Rest Period Settlement Subclass by submitting an Exclusion Request to the Settlement Administrator, which request must be either postmarked by the United States Postal Service no later than 60 days after mailing of the Settlement Notice and Claim Forms.
9. Any previously Un-notified Class Member or Subclass Member may request to exclude him or herself (i.e. “opt out”) of the Certified Class by submitting an Exclusion Request to the Settlement Administrator, which request must be either postmarked by the United States Postal Service or actually received by the Settlement Administrator no later than 60 days after mailing of the Settlement Notice and Claim Forms.
10. Any Class Member may object to the Settlement, the Settlement Agreement, the attorneys’ fees and expenses requested by Class Counsel, or the incentive awards requested by Class Counsel for the individuals who brought this lawsuit; provided, however, that unless otherwise ordered by the Court, no such objection shall be considered by the Court unless it has been filed with the Court and served on Class Counsel and FedEx Ground’s counsel no later than 60 days after mailing of the Settlement Notice and Supplemental Class and Settlement Notice and Claim Forms. Any Class Member who does not make his or her objection in the manner provided herein shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the Settlement, unless otherwise ordered by the Court, but shall otherwise be bound by the final settlement approval order and judgment to be entered and releases given.
[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT, CERTIFYING SETTLEMENT SUBCLASS, AND ORDERING SUPPLEMENTAL CLASS NOTICE Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174
11. Any Class Member may appear at the Fairness Hearing for the purposes of objecting to the Settlement Agreement, the amount of fees and expenses that Class Counsel has requested, or the incentive awards requested by Class Counsel for the individuals who brought this lawsuit; provided, however, that unless otherwise ordered by the Court, no Class Member shall be heard at the Fairness Hearing unless that individual has properly provided, in accordance with the provisions of the Settlement Notice, a Notice of Intention to Appear, which must be sent to the Clerk of the Court, Class Counsel, and FedEx Ground’s counsel at the addresses provided in the Settlement Notice and must be postmarked no later than 60 days after mailing of the Settlement Notice, Supplemental Class and Settlement Notice, and Claim Forms.
12. Any Class Member may file papers in support of final approval of the Settlement, provided, however, that unless otherwise ordered by the Court, no such papers in support of the Settlement shall be considered by the Court unless they have been filed with the Court and served on Class Counsel and FedEx Ground’s counsel no less than 60 days after mailing of the Settlement Notice. Supplemental Class and Settlement Notice and Claim Forms.
13. Class Counsel is ordered to file its motion for final approval 35 days prior to the Fairness Hearing and its motion for an award of attorneys’ fees and expenses and incentive awards, no later than 20 days following entry of this Preliminary Approval Order.
14. Neither the Settlement Agreement, nor any other act performed or document executed pursuant to or in furtherance of the Settlement: (a) is or may be deemed to be, or may be offered, attempted to be offered, or used in any way by the Parties as, a presumption, a concession, or an admission of, or evidence of, any fault, wrongdoing, or liability of the Parties or of the validity of any Released Claims; or (b) is intended by the Parties to be used by any other person in any other actions or proceedings, whether civil, criminal, or administrative, as evidence or otherwise. However, the Parties may file the Settlement Agreement, and documents executed pursuant to or in furtherance thereof, in any action to enforce the Settlement.
[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT, CERTIFYING SETTLEMENT SUBCLASS, AND ORDERING SUPPLEMENTAL CLASS NOTICE Case No. 3:05-cv-38 EMC
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LEONARD CARDER, LLP ATTORNEYS 1330 BROADWAY, SUITE 1450 OAKLAND, CA 94612 TEL: (510) 272-0169 FAX: (510) 272-0174
15. The Court reserves the right to continue the date of the Fairness Hearing or modify any other dates set forth herein without further notice to the Class Members. The Court may approve the Settlement, with such modification(s) as may be agreed to by the Parties, if appropriate, without further notice to the Class Members.
IT SO ORDERED, this the day of , 2015.
Honorable Edward M. Chen United States District Judge
[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT, CERTIFYING SETTLEMENT SUBCLASS, AND ORDERING SUPPLEMENTAL CLASS NOTICE Case No. 3:05-cv-38 EMC 7 WorldReginfo - af33eb19-ed45-4c7a-9ba7-062f20d6cf70
Class Settlement Agreement EXHIBIT G
(CAFA Notice)
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[DATE]
[ADDRESS]
Re: Notice of Proposed Class Action Settlement in Dean Alexander, et al. v. FedEx Ground Package System, Inc., Case No. 3:05-CV-38-EMC (N.D. Cal.)
To Whom it May Concern:
We are the court-appointed Settlement Administrator in the above-captioned class action lawsuit (the “Class Action”). Pursuant to Section 3 of the Class Action Fairness Act, 28 U.S.C. § 1715, you are hereby notified of a proposed settlement of the Class Action currently pending in the United States District Court for the Northern District of California (the “Court”).
FedEx Ground Package System, Inc. (the “Defendant”) is the only defendant in the Class Action and the only defendant participating in the proposed class action settlement. Accordingly, pursuant to 28 U.S.C. § 1715(b), the Defendant provides this notice, and states as follows: (1) A copy of the Complaint for Damages, Injunctive and Declaratory Relief and Restitution, the First Amended Class Action Complaint, the Second Amended Class Action Complaint, the Third Amended and Supplemental Class Action Complaint, and the Fourth Amended and Supplemental Class Action Complaint, and any attachments thereto, appear on the enclosed CD in the folder labeled Tab 1. (2) Plaintiffs’ Notice of Motion and Motion for Preliminary Approval of Class Settlement, Certification of Settlement Subclass, and Supplemental Class Notice, filed September 15, 2015, appears at Tab 2. The court has set a hearing date of October 15, 2015 for the Motion for Preliminary Approval. A Final Fairness Hearing has not yet been scheduled. Please note that the Final Approval Hearing and other hearings may be scheduled in the matter, but you will not receive any further notice from Defendant. (3) The parties have agreed to two proposed notices to class members, filed with the Court on September 15, 2015. The Settlement Notice appearing at Tab 3 will be mailed to class members who were previously afforded an opportunity to request exclusion from the General Class and Overtime Subclass pursuant to the court-authorized initial notice of the pendency of the Class Action in 2009, but can at this time request to be excluded from the Meal and Rest Period Settlement Subclass. The Class and Settlement Notice appearing at Tab 4 will be mailed to certain class members who were not included in the earlier notice process, and these previously-unnotified class members can request to opt out of the General Class, Overtime Subclass, and/or Meal and Rest Period Settlement Subclass by mailing an Exclusion Request no later than 14 days prior to the Final Fairness Hearing. Under the terms of the proposed Settlement Agreement, class members do not have the right to request exclusion from the Settlement. Upon the Court’s entry of the preliminary approval order, and subject to any revisions the Court may have, these notices will be mailed to class members as applicable. (4) The proposed Class Action Settlement Agreement, as filed with the Court on September 15, 2015, appears at Tab 5.
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(5) There are no other contemporaneous agreements between class counsel and counsel for the Defendant. (6) No final judgment or notice of dismissal has yet been entered. (7) The certified General class is defined as: “All persons who: 1) entered into a [FedEx] Ground or [FedEx] Home Delivery Form Operating Agreement (now known as form OP-149 and form OP-149 RES); 2) drove a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) from November 17, 2000 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; and 3) were dispatched out of a terminal in the state of California.” (8) A certified Overtime Subclass is defined as: “All persons who: 1) entered into a [FedEx] Ground or [FedEx] Home Delivery Form Operating Agreement (now known as form OP-149 and form OP-149 RES); 2) drove a vehicle on a full- time basis (meaning exclusive of time off for commonly excused employment absences) from November 17, 2000 through October 15, 2007 to provide package pick-up and delivery services pursuant to the Operating Agreement; 3) were dispatched out of a terminal in the state of California; and 4) at any time during the class period operated a vehicle with gross vehicle weight rating of less than 10,001 pounds.” (9) A proposed Meal and Rest Period Settlement Subclass is defined as: “All persons who: 1) entered or will enter into a FXG Ground or FXG Home Delivery form Operating Agreement (now known as form OP-149 and form OP-149 RES) between November 17, 2000 and October 15, 2007; 2) drove or will drive a vehicle on a full-time basis (meaning exclusive of time off for commonly excused employment absences) since August 1, 2011, to provide package pick-up and delivery services pursuant to the Operating Agreement; and 3) were dispatched out of a terminal in the State of California.” (10) At Tab 6 appears a list of the class members (the “Class List”) who are currently believed to reside or most recently resided (to the best of Defendant’s ability to determine based on information available in its records) in your state or territory, which also includes information regarding the estimated approximate proportionate share of the settlement that will be available to the members of the class identified in the list. The actual amount of money that will be made available to a Class Member – and, accordingly, his or her proportionate share – is likely to change as the settlement proceeds. The estimated proportionate shares provided in the Class List are based on current assumptions, not final information, regarding the number of Class Members who submit Valid Claims, and the number of routes and weeks those Class Members worked in California during the specified time period (November 17, 2000 to the date of preliminary approval of the settlement). The final information in this regard could affect the actual proportionate share received by the eligible Class Members.1
1 CAFA requires that such information be provided by state of residence. (See 28 U.S.C. § 1715(b)(7).) Please note that the entire Class consists of persons who worked out of certain FedEx Ground locations in California during the Class Period (as defined). Each member of the Class, who timely submits a Valid Claim (as defined in the Settlement Agreement) and is otherwise eligible to receive a payment, will be sent a payment that is principally based on the number of routes they serviced and weeks they worked as a pick-up and delivery driver for FedEx Ground in California between November 17, 2000 and the date of preliminary approval of the settlement. These values will be the same regardless of the Class Member’s current state of residence. In other words, state of residence will have no impact at all on Class Member payments in the Settlement.
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Kindly acknowledge receipt of this notice by date-stamping the additional copy provided for that purpose and returning it in the self- addressed, postage-prepaid envelope also enclosed.
Sincerely,
Enclosures
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Class Settlement Agreement EXHIBIT H
(Settlement Administrator Compensation)
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Settlement Administration Estimate Prepared by Alexander v FedEx Ground Eric Bishop June 30, 2015 SVP, Client Services 612-359-2988 [email protected]
EXPERIENCE With experience on more than 1,700 labor and employment cases, we are the nation’s largest labor and employment settlement administrator. We have managed settlements with class sizes ranging from dozens to multi-million class members. In fact, we’ve been trusted to administer many of the nation’s largest settlements, including the nation’s top wage-and-hour cases in recent years.
DATA SECURITY Our internal data and system security practices meet or exceed today’s exacting industry standards. Our internal data security practices meet or exceed today’s exacting industry standards. Our enterprise-class data security measures are founded on standard business processes including a vigorous employee screening program, ongoing employee security training and a hardened production data center hosted at a Tier 1 network carrier, all designed for ensuring data integrity and security.
DEDICATED SPECIALISTS Our labor and employment case team is strictly dedicated to managing settlement administration for cases involving matters such as wage-and-hour, FLSA, discrimination and ERISA. They’re specialists, not generalists, with an industry reputation for responsiveness and expertise in relevant areas such as the applicable banking and tax regulations. We are confident that Rust is the best choice for the administration of your settlement.
Project Summary Key Assumptions Estimated Class Size 2,300 No Published Notice Estimated Filing Rate 80.0% Interactive Website w/ Ability to File Claims Reminder Notice Project Cost 80% Claims Filing Rate Print & Mail Notice $ 5,198 Telephone Support Included Telephone Support $ 2,376 Wage Payments for OT Subclass Website $ 5,800 Non-Wage Payment for Non-OT Subclass Processing and Administration Uncashed Awards to Cy Pres $ 2,782 Fund Distribution & Tax Reporting $ 6,526 Project Management $12,200 Other Out-of-pocket Expenses $ 800
Total Project Cost $35,681
Client Discount $ (6,000)
Total Project Cost with Discount $29,681
Thank you for considering Rust Consulting, Inc. as your settlement administrator — we appreciate the opportunity to submit this estimate.
Privileged and Confidential Alexander v FedEx Ground Stlmnt EWB002 063015 Page 1
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Settlement Administration Estimate Prepared by Alexander v FedEx Ground Eric Bishop June 30, 2015 SVP, Client Services 612-359-2988 [email protected]
Key Assumptions Used to Prepare this Estimate Standard Hourly Rates* Non-OT Subclass 1,950 SVP $ 175-$275 OT Subclass 350 Senior Project Administrator $ 160-$180
Total Class Size 2,300 Project Manager $ 100-$140
Technical Consultant $ 110-$180 Initial Mailed Notice: Call Center Manager $ 125 Mailed Notice 2,300 100.0% CSR $ 43-$ 50 Forwarded Notices 58 2.5% Processor $ 43-$ 50 Undeliverable Notices 345 15.0% Other $ 43-$125 Re-Mailed Notices after Trace 276 80.0% * Subject to change Telephone Support: Number of Telephone Contacts 575 25.0% Connect Minutes per Call - CSRs 4.0
Claimant Communications: Mailed Claim Forms Received 920 50.0% Web Claim Forms Received 920 50.0%
Total Claims Received 1,840 80.0%
Payments 1,840 100.0%
Additional Administration Assumptions Used to Prepare this Estimate: Database Development: Receive and Process Database assumes that the data provided is complete with respect to the data components needed to mail and calculate settlement payments. Data that includes multiple records for individuals or work history that needs to be accumulated and totaled by individual generally requires additional efforts to bring to a point where it is final settlement data. These additional efforts can take a significant amount of time and should be considered when setting key settlement dates, especially the mailed notice deadline. Data must be provided in a complete, consistent, standardized electronic format. Rust’s standard format is ASCII fixed width complete with field layout. Other formats may be accepted at Rust’s discretion. Resources used to enhance or further develop non-standardized data will be billed on a time and materials basis according to Rust’s Current Standard Hourly Rates. CASS/NCOA/LACS: CASS - Coding Accuracy Support System; NCOA - National Change of Address; LACS - Locatable Address Conversion System. Notice Package: Print and Mail per unit price is estimated. Actual prices will be provided after form is finalized prior to mailing. Notice package includes notice, claim form and exclusion form. Telephone Support: Live Customer Service Representatives (“CSRs”) will be available from the notice mail date until 60 days after fund distribution. Sixty days after fund distribution, an Interactive Voice Response (“IVR”) system will replace live CSR support and provide the caller with an option of leaving a message to have a CSR return the call. One hundred eighty days after fund distribution, case-specific telephone support will be discontinued and the caller will be instructed to call Rust’s tax line with tax specific questions, and otherwise to call class counsel. Processing & Administration: Receipt and Process Claim Forms includes open, date stamp, label and data capture a 1-page claim form with up to five fields. Validate Claim Forms includes the process of accepting or rejecting claims, handling disputes and curing deficient claims. Project Management: Project Management fees are estimated and will be billed on actual time expended based on the rates found in the Current Standard Hourly Rates section above. The rates included in the estimate are a blended estimate of the rates listed above. Out of Pocket Expenses: Includes post office box rental, overnight shipments, postage, labels, travel, long distance and other miscellaneous charges and expenses. Pricing good for 90 days.
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Settlement Administration Estimate Prepared by Alexander v FedEx Ground Eric Bishop June 30, 2015 SVP, Client Services 612-359-2988 [email protected]
Estimated Per Task Administrative Task Quantity Unit Amount Total
Database Development Receive and Process Database $ 500 $ 500 Additional Efforts to Finalize Settlement Data As Incurred Initial Mailed Notice CASS / NCOA / LACS Processing $ 300 Print and Mail Notice Package 2,300 Notices @ $ 0.50 $ 1,150 Postage - 1 Ounce First Class 2,300 Notices @ $ 0.49 $ 1,127 $ 2,577 Supplemental Mailed Notice Print and Mail Notice Package 78 Notices @ $ 250 Postage - Incremental Cost over 1 oz 78 Notices @ $ 0.20 $ 16 $ 266 Follow-up to Initial Notice Receive Undeliverable Notices and Update Database 345 Notices @ $ 0.90 $ 311 Address Trace 345 Traces @ $ 1.00 $ 345 Remail Notice Package 334 Notices @ $ 0.90 $ 300 Remail Postage - 1 Ounce First Class 334 Notices @ $ 0.49 $ 163 Reminder Mailing Reminder Postcard 1,150 Postcards @ $ 0.30 $ 345 Postage - Postcard Rate 1,150 Postcards @ $ 0.34 $ 391 $ 1,855 Website Develop Static Website 6 Hours @ $ 200 $ 1,200 Develop Interactive Cababilities to File Claims 18 Hours @ $ 200 $ 3,600 Monthly Maintenance and Monitoring 4 Months @ $ 250 $ 1,000 $ 5,800 Telephone Support Telephone Support 6 Months @ $ 350 $ 2,100 800# Charges 2,300 Minutes @ $ 0.12 $ 276 $ 2,376 - a minimum of $350 per month will be charged for telephone support Claims Processing and Administration Receipt, Process, and Validate Mailed Claim Forms 38 Hours @ $54.00 $ 2,052 Process Disputes 20 Disputes @ $25.00 $ 500 Receipt, Process, and Validate Web Claim Forms 920 Claims @ $ 0.25 $ 230 $ 2,782 Additional Administrative Services Requested by Client As Incurred Fund Distribution Print and Mail Payments 1,840 Payments @ $ 0.90 $ 1,656 Postage - 1 Ounce First Class 1,840 Payments @ $ 0.49 $ 902 Check Processing 1,840 Payments @ $ 0.20 $ 368 Monthly Bank Account Fee 6 Months @ $ 225 $ 1,350 $ 4,276 Tax Reporting Annual Fee -Qualified Settlement Fund 1 Year @ $1,500 $ 1,500 Individual Income Tax Reporting (W2 & 1099) 1 Year @ $ 750 $ 750 $ 2,250 Project Management Senior Vice President 2 Hours @ $ 225 Waived Project Management 65 Hours @ $ 140 $ 9,100 Technical Consulting 20 Hours @ $ 155 $ 3,100 $ 12,200 Other Charges and Out-of-pocket Costs $ 800
Total Settlement Administration Estimate $ 35,681
Client Discount $ (6,000)
Total Settlement Administration Estimate $ 29,681
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Settlement Administration Estimate Prepared by Alexander v FedEx Ground Eric Bishop June 30, 2015 SVP, Client Services 612-359-2988 [email protected]
Terms and Conditions All claims administration services to be provided by Rust Consulting to Customer shall be subject to the following terms and conditions: 1. Services. Subject to the terms hereof, Rust Consulting agrees to provide the Customer with claims administration services (hereinafter, “Claims Services”) as specified in the Proposal provided to Customer to which these Terms and Conditions are attached. 2. Term. The terms of this agreement will remain in effect until completion of the Claims Services, unless earlier terminated in accordance with Section 10 hereof. 3. Charges for Services. Charges to the Customer for Claims Services shall be on a time and materials basis at our prevailing rates, as the same may change from time to time. Any fee estimates set forth in the proposal are estimates only, based on information provided by Customer to Rust Consulting. Actual fees charged by Rust Consulting to Customer may be greater or less than such estimate, and Customer shall be responsible for the payment of all such charges and expenses in accordance with Section 4 hereof. Furthermore, Customer will be responsible for payment of all state and local sales and use taxes, if any, levied upon the charges payable by the Customer hereunder. Rust Consulting may derive financial benefits from financial institutions in connection with the deposit and investment of settlement funds with such institutions, including without limitation, discounts on eligible banking services and fees, and loans at favorable rates. 4. Payment of Charges. Payment by Customer of Rust Consulting’s monthly invoices shall be due upon receipt thereof. Amounts unpaid after thirty (30) days are subject to a service charge at the rate of 1.5% per month or, if less, the highest rate permitted by law. Decisions of the court and actions of the parties, including disapproval or withdrawal of a settlement, do not affect the Customer’s liability to Rust Consulting for payment of Claims Services. Claims Services are not provided on a contingency fee basis. 5. Confidentiality. Rust Consulting agrees to implement and maintain reasonable and appropriate security measures and safeguards to protect the security and confidentiality of Customer data provided to Rust Consulting by Customer in connection herewith. Should Rust Consulting ever be notified of any judicial order or other proceedings in which a third party seeks to obtain access to the confidential data created by or for the Customer, Rust Consulting will promptly notify the Customer, unless prohibited by applicable law. The Customer shall have the option to (1) provide legal representation at the Customer’s expense to avoid such access or (2) promptly reimburse Rust Consulting for any of its costs, including attorneys’ fees, reasonably incurred in avoiding, attempting to avoid or providing such access and not paid by the entity seeking the data. If Rust Consulting is required, pursuant to a court order, to produce documents, disclose data, or otherwise act in contravention of the obligations imposed by this Agreement, or otherwise, with respect to maintaining the confidentiality, proprietary nature and secrecy of the produced documents or disclosed data, Rust Consulting will not be liable for breach of said obligation. 6. Standard Banking Procedures. In accordance with Rust Consulting’s standard banking procedures, Rust Consulting will establish a demand deposit checking account (i e. non-interest bearing) for funds received related to a distribution, unless directed otherwise in writing by the parties or unless the settlement agreement stipulates otherwise. When directed to invest funds in an interest bearing or investment accounts, Rust Consulting intends to invest all funds in U.S. government backed securities, unless directed by the parties in writing or the settlement agreement or distribution plan to invest in other types of securities; however, even in cases where funds are temporarily placed in interest bearing or investment accounts, funds will eventually be migrated to a demand deposit checking account prior to a fund distribution. 7. Rights in Data. Rust Consulting does not convey nor does the Customer obtain any right in the programs, system data, or materials utilized or provided by Rust Consulting in the ordinary course of business in the performance of this Agreement. 8. Document Retention. Unless directed otherwise in writing by Customer, Rust Consulting will destroy undeliverable notice mail on the effective date of the settlement or the date that the disposition of the case is no longer subject to appeal or review, whichever is later. Rust will maintain claim forms and other correspondence for one year after final distribution of funds or benefits, or until the date that the disposition of the case is no longer subject to appeal or review, whichever is later. Rust Consulting will retain all bank and tax documents for such period of time as it determines is required to maintain compliance with various federal and state requirements.
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9. Limitation of Liability: Disclaimer of Warranty. Rust Consulting warrants that our services will be performed with reasonable care in a diligent and competent matter. Our sole obligation will be to correct any non-conformance with this warranty. Rust Consulting shall not be liable, whether under theories of contract, negligence or other tort, statutory duty or other theories of liability in an amount exceeding the total charges to the Customer for the specific work affected by the error or omission. Rust Consulting will not be liable for any incidental, special, indirect, consequential or exemplary damages of any kind; or for any lost profits, lost opportunities, business interruption or for any liability incurred by the Customer or others to any third party. THE WARRANTIES SET FORTH HERE N ARE EXCLUSIVE AND ARE N L EU OF ALL OTHER WARRANT ES, EXPRESSED, MPL ED, OR STATUTORY, NCLUD NG BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTAB LITY OR FITNESS FOR USE FOR PARTICULAR PURPOSE. 10. Termination. The Claims Services to be provided under this Agreement may be terminated, at will by the Customer upon at least 30 calendar days’ prior written notice to Rust Consulting. The Customer’s obligation to pay for services or projects in progress at the time of notice of withdrawal shall continue throughout that 30 day period. Rust Consulting may terminate this Agreement (i) with 10 calendar days’ prior written notice, if the Customer is not current in payment of charges or (ii) in any event, upon at least 3 months’ prior written notice to the Customer. 11. Notice. Any notice required or permitted hereunder shall be in writing and shall be delivered personally, by, or sent by registered mail, postage prepaid, or overnight courier service to the responsible officer or principal of Rust Consulting or the Customer, as applicable, and shall be deemed given when so delivered personally, or, if mailed, five days after the date of deposit in United States mail, or, if sent by courier, one business day after delivery to such courier service. 12. Force Majeure. To the extent performance by Rust Consulting of any of its obligations hereunder is substantially prevented by reason of any act of God or by reason of any other matter beyond Rust Consulting’s reasonable control, then such performance shall be excused and this Agreement, at Rust Consulting’s option, be deemed suspended during the continuation of such condition and for a reasonable time thereafter. 13. Nonwaiver of Rights. No failure or delay on the part of a party in exercising any right hereunder will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will be effective unless given in a signed writing. 14. Jurisdiction. The parties hereto irrevocably and unconditionally submit to the jurisdiction of the Court of the applicable case for purposes of any suit, action or proceeding to enforce any provision of, or based on any right arising out of, this Agreement. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding in the Court. 15. Survival. All accrued payment obligations hereunder, any remedies for breach of this Agreement, this Section and the following Sections will survive any expiration or termination of this Agreement: Section 7 (Rights in Data); Section 5 (Confidentiality), Section 9 (Limitation of Liability; Disclaimer of Warranty), and Section 14 (Jurisdiction). 16. Entire Agreement. These Terms and Conditions and the proposal embody the entire agreement between the parties with respect to the subject matter hereof, and cancels and supersedes all prior negotiations, representations, and agreements related thereto, either written or oral, except to the extent they are expressly incorporated herein. No changes in, additions to, or waivers of, the terms and conditions set forth herein will be binding upon any party, unless approved in writing by such party’s authorized representative.
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Class Settlement Agreement EXHIBIT I
(Settlement Administrator Statement)
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October , 2015
Re: Dean Alexander, et al. v. FedEx Ground Package System, Inc., Case No. 3:05-CV-38-EMC
Rust Consulting, Inc., (“Rust”) is the Settlement Administrator in the matter of Dean Alexander, et al. v. FedEx Ground Package System, Inc., Case No. 3:05-CV-38-EMC, in the United States District Court for the Northern District of California (the “Lawsuit”). Rust, as the Settlement Administrator, has agreed to and has established a Qualified Settlement Fund (“QSF”) for the administration of the Lawsuit Settlement. Rust understands that it is obligated to meet the requirements for establishing and administering a QSF as required by Internal Revenue Code section 468B and the regulations thereunder.
The QSF established by Rust is intended to be a Qualified Settlement Fund within the meaning of Internal Revenue Code section 468B and regulations thereunder, and Rust shall be solely responsible for complying with the tax reporting and payment obligations under IRC section 468B and the regulations thereunder as well as any state and local reporting and payment obligations with respect to the QSF. All settlement funds transferred pursuant to the Court-approved Class Action Settlement Agreement shall be treated as assets of the QSF pursuant to Treasury Regulation Section 1.468B-1. Rust has obtained a tax identification number for the QSF in accordance with Treasury Regulation 1.468B-2. The QSF tax identification number is . Attached is a copy of the SS4 from the IRS for your records.
Rust has established a separate checking account solely for the purpose of distributing the funds of the QSF at US Bank, N.A., pursuant to the terms of the Class Action Settlement Agreement approved by the Court on , 2015.
It is Rust’s responsibility to timely and properly prepare and deliver the necessary documentation for signature to all necessary parties, and cause all necessary tax reporting and filings for the QSF to occur timely, including information reporting to Class Members, Sub-Class Members, and federal and state agencies. All funds of the QSF shall be distributed in a manner consistent with the terms of the Court-approved Class Action Settlement Agreement and upon approval of the counsel for the parties in the Lawsuit, including distributions to Eligible Class Members, and distributions to Class Representatives as awarded by the Court.
If any questions arise from either the QSF or FXG regarding filing of the information returns, Rust will work with the parties to resolve any such questions. In the event it is determined that the QSF was not properly established or administered as a Qualified Settlement Fund within the meaning of IRC section 468B and the regulations thereunder, any tax liabilities associated with such determination of establishing a QSF shall be satisfied solely by Rust without any recourse against FXG for additional monies. Rust agrees to provide FXG with copies of all QSF tax reporting and filings, including copies of the checks and tax forms issued to Eligible Class Members and Eligible Sub-Class Members, and any other documentation to show that the tax reporting and filings were timely transmitted to the Eligible Class Members, Eligible Sub-Class Members, and the applicable taxing authorities.
The parties will cooperate with one another and comply with reasonable requests received from the other party to resolve any questions or issues raised by taxing authorities with regard to the services provided under this agreement.
Ken A. Wood FedEx Ground Package System, Inc.
Director of Bank & Tax
Rust Consulting, Inc.
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EXHIBIT 12.1 FEDEX CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED) (IN MILLIONS, EXCEPT RATIOS)
Six Months Ended November 30, Year Ended May 31,
2015 2014 2015 2014 2013 2012 (1) 2011
Earnings: Income before income taxes $ 2,139 $ 2,058 $ 1,627 $ 3,658 $ 4,338 $ (444) $ 2,002
Add back: Interest expense, net of capitalized interest 146 102 235 160 82 52 86 Amortization of debt issuance costs 3 2 5 4 5 5 16 Portion of rent expense representative of interest factor 473 441 908 876 864 797 852
Earnings as adjusted $ 2,761 $ 2,603 $ 2,775 $ 4,698 $ 5,289 $ 410 $ 2,956
Fixed Charges: Interest expense, net of capitalized interest $ 146 $ 102 $ 235 $ 160 $ 82 $ 52 $ 86 Capitalized interest 21 16 37 29 45 85 71 Amortization of debt issuance costs 3 2 5 4 5 5 16 Portion of rent expense representative of interest factor 473 441 908 876 864 797 852
$ 643 $ 561 $ 1,185 $ 1,069 $ 996 $ 939 $ 1,025
Ratio of Earnings to Fixed Charges 4.3 4.6 2.3 4.4 5.3 — 2.9
(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.
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EXHIBIT 15.1 The Board of Directors and Stockholders FedEx Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-192957, 333-171232, 333-45037, 333-71065, 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 December 17, 2015, relating to the unaudited condensed consolidated interim financial statements of FedEx Corporation that are included in its Form 10-Q for the quarter ended November 30, 2015. /s/ Ernst & Young LLP Memphis, Tennessee December 17, 2015
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EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULES 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, in light 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 Rules 13a-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 that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the 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, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 the disclosure 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 quarter that 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’s auditors 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 to adversely 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 financial reporting. Date: December 17, 2015
/s/ Frederick W. Smith
Frederick W. Smith Chairman, President and Chief Executive Officer
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EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULES 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, in light 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 Rules 13a-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 that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the 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, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 the disclosure 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 quarter that 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’s auditors 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 to adversely 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 financial reporting. Date: December 17, 2015
/s/ Alan B. Graf, Jr.
Alan B. Graf, Jr. Executive Vice President and Chief Financial Officer
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EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 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 November 30, 2015 as filed with the Securities and Exchange Commission 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-Oxley Act 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: December 17, 2015
/s/ Frederick W. Smith
Frederick W. Smith Chairman, President and Chief Executive Officer
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EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 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 November 30, 2015 as filed with the Securities and Exchange Commission 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 Act 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: December 17, 2015
/s/ Alan B. Graf, Jr.
Alan B. Graf, Jr. Executive Vice President and Chief Financial Officer
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