Mickey Foster - Investor Relations Fred Smith - Chairman and Chief Executive Officer Mike Glenn - Executive Vice President, Market Development and Corporate Communications Alan Graf - Executive Vice President, Chief Financial Officer Dave Bronczek - President and Chief Executive Officer of FedEx Express Chris Richards - Executive Vice President, General Counsel and Secretary Henry Maier - President and Chief Executive Officer of FedEx Ground

Tom Wadewitz - JPMorgan Taylor Mulherin - Deutsche Bank Nate Brochmann - William Blair & Company David Ross - Stifel Nicolaus Benjamin Hartford - Robert W. Baird Bill Greene - Morgan Stanley Chris Wetherbee - Citi Scott Group - Wolfe Research Ken Hoexter - Merrill Lynch Brandon Oglenski - Barclays Art Hatfield - Raymond James Thomas Kim - Goldman Sachs Kelly Dougherty - Macquarie Research Scott Schneeberger - Oppenheimer Connor Hustava - Stephens Keith Schoonmaker - Morningstar Chris Ceraso - Credit Suisse Donald Broughton - Avondale Partners David Vernon - Bernstein Peter Nesvold - Jefferies

Good day, everyone, and welcome to the FedEx Corporation Fourth Quarter Fiscal Year 2013 Earnings Conference Call. Today's call is being recorded. At this time, I will turn the call over to Mickey Foster, Vice President of Investor Relations for FedEx Corporation. Please go ahead.

Good morning and welcome to FedEx Corporation's fourth quarter earnings conference call. Our earnings release and our stat book are on our website at fedex.com. This call is being broadcast from our website and the replay and podcast will be available for about one year. Joining us on the call today are members of the media. During our question and answer sessions, callers will be limited to one question in order to allow us to accommodate all those who would like to participate. If you are listening to the call through our live webcast, feel free to submit your questions via e-mail or as a message on stocktwits.com. For e-mail, please include your full name and contact information with your question, send it to ir@fedex.com address. To send a question via stocktwits.com, please be sure to include $FDX in the message. Preference will be given to enquiries of a long-term strategic nature. I want to remind all listeners that FedEx Corporation desires to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act. Certain statements in this conference call may be considered forward-looking statements within the meaning of the Act. Such forward looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from those expressed or implied by such forward looking statements. For additional information on these factors, please refer to our press releases and filings with the SEC. In our earnings release, we include certain non-GAAP financial measures which we may discuss on this call. Please refer to the release available on our website for a further discussion of these measures and a reconciliation to them to the most directly comparable GAAP measures. To the extent we disclose any other non-GAAP financial measures on this call, please refer to the investor relations portion of our website at fedex.com for a reconciliation of such measures to the most directly comparable GAAP measures. Joining us on the call today are, Fred Smith, Chairman, President and CEO, Alan Graf, Executive Vice President and CFO, Mike Glenn, President and CEO of FedEx Services, Chris Richards, Executive Vice President, General Counsel and Secretary, Rob Carter, Executive Vice President, FedEx Information Services and CIO, Dave Bronczek, President and CEO of FedEx Express, Henry Maier, President and CEO of FedEx Ground and Bill Logue, President and CEO of FedEx Freight. And, now our Chairman, Fred Smith, will share his views on the quarter.

Thank you, Mickey. Good morning and welcome to our discussion of operating and financial results for the fourth quarter of fiscal year '13. As you can see, FedEx made significant progress on several fronts in fiscal 2013, our results improved in the fourth quarter with an operating margin of 9.6% and $1.1 billion in operating income on an adjusted basis. FedEx Ground posted another strong year and e-commerce boosted our volumes. These positive developments in quarter four however did not fully offset sluggish economic growth and customers' preference for international economy services. However as noted, we are taking actions to better align our global networks with demand. We are confident that our business strategy is correct and we believe we are positioning FedEx for profitable long-term growth. Before I turn the call over to Mike Glenn for his thoughts on the economy and Alan Graf for elaboration on financial results, I would like to note that FedEx is revising its practices on earnings guidance beginning this quarter. We will provide full year projections with quarterly updates. We will no longer provide quarterly earnings per share guidance. For fiscal 2014, the company projects earnings per share growth of 7% to 13% from fiscal 2013 adjusted results. There are three primary reasons that we decided to change the format for issuing guidance. One, volatile short-term shifts and macroeconomic trends in global markets are making quarterly earnings guidance increasingly less precise. Two, this move will allow us to focus on more productive activities and better manage our business and three it is consistent with industry peer practices. Of course, we remain committed to candor full transparency and sound corporate governance. Now, Mike Glenn.

Thank you, Fred. I am going to provide a brief overview of our economic outlook as well as some commentary on package and freight yields. We continue to see modest growth in the global economy. Our U.S. GDP growth forecast is 2% for calendar year 2013 and 2.5% for calendar year 2014. For industrial production, we expect growth of 2.8% in calendar 2013 and 3.5% in calendar 2014. The outlook remains highly uncertain with the euro zone in recession and policy risk still high. Our global GDP growth forecast is 2.3% for calendar 2013 and 3% for calendar 2014. Turning to yields. Excluding the impact of fuel, year-over-year Express domestic package yields increased 2.4%. The increase was primarily driven by rate and discount improvements followed by weight per package. In the Ground segment, yield per package increased 2.3% excluding the impact of fuel. The year-over-year increase was driven by rate and discount improvement and an increase in extra service charges. Excluding fuel, International export Express package yield decreased 1.7% year-over-year driven by rate, discount and exchange rate. Finally, excluding the impact of fuel, yield per hundredweight in the FedEx Freight segment increased 1.7% year-over-year. The increase was primarily driven by rate and discount changes followed by weight per shipment. Now, I will turn it over to Alan Graf for financial commentary.

Thank you, Mike, and good morning, everyone. In FY13, Ground posted another stellar year with industry-leading margin, acquisitions in Poland, France, Brazil and Mexico, are on course to enhance profit at Express. Freight made solid progress following its return to profit last year and we signed a new $10.5 billion, seven-year contract with the U.S. Postal Service, a testament to the quality of service and the strong relationship we have built over the past decade. For the fourth quarter, as adjusted diluted earnings per share grew 7% to $2.13, excluding business realignment and charges to retire some aircraft and related engines at Express. Regarding our aircraft retirements, this Friday at the Memphis airport, we will be honoring our last 727 revenue flight. As Fred mentioned, adjusted operating margin increased to 9.6% for the quarter versus adjusted 9% last year on 4% higher revenue of $11.4 billion. Now, let's take a look at the segments. At Express, revenue grew from this year's business acquisitions and from the growth of FedEx Trade Networks in the quarter. Margins grew year-over-year, up 50 basis points to 6.6%, excluding charges due to a net benefit from fuel surcharge timing lag versus the prior year, capacity reductions and other cost reductions. Margins grew at Express despite the continued shift toward lower yielding international services. At Ground, adjusted operating margins slightly exceeded last year's spectacular 20% in Q4. Ground's average daily volume grew 10% for the quarter with growth in both, FedEx Home Delivery and business-to-business services. Average daily volume for SmartPost soared 25%, primarily due to growth in e-commerce. I should note that Ground has gained revenue share for 54 consecutive quarters. On the Saturday before Mother's Day, Home Delivery set a new non-peak record of 1.7 million package deliveries equivalent to a peak Saturday during the winter holiday season. At Freight, ongoing profit improvement initiatives enabled us to maintain adjusted margins of 5.8% year-over-year, despite 3% fewer shipments. During the quarter shipment volume was impacted in part by the transition of Freight to the FedEx enterprise automation platform, as some customers encountered difficulties in the process of improving our automation and technology. As to outlook, based on the economic outlook that Mike talked about and Fred's discussion of the changes to our guidance framework, we project earnings per share growth of 7% to 13% from FY13 adjusted results. Our outlook depends on our GDP assumptions and a stable pricing environment for fuel since fuel price volatility impacts our fuel surcharge levels and fuel expense as well as demand for our services. In addition to continued profit improvements in the base businesses at Ground and Freight, our profit improvement programs announced in FY13 are targeting annual profitability improvement of $1.6 billion at Express by the end of FY16 from the full year FY13 adjusted operating income level. Collectively, these initiatives are expected to increase margins, improve cash flows and increase our competitiveness. However, the amount of benefit ultimately realized will be dependent upon future customer demand, particularly for premium international services. We expect to begin realizing a portion of the benefits from the profit improvement program gradually in FY14. However, the majority of benefits including those from our voluntary buy-out program will not occur until FY15 and FY16. Looking at the Express outlook, revenue and earnings are expected to increase at Express in FY14. Revenue growth is expected as we reap the benefits of our FTN expansion, our international/domestic services and our European organic growth program. Earnings are expected to benefit from ongoing cost initiatives, capacity reductions and revenue growth. As we expect continued pressure on international yields, we are continuing to evaluate further actions within the Express network to better match costs with yield and we will eliminate another Asia to U.S. frequency in July. The USPS agreement is extremely valuable to the company, but we will see some rate reductions starting in Q2 of FY14. We accelerated the retirement of certain aircraft and related engines due to the planned acquisition of more efficient and reliable new aircraft and projected slower economic growth than previously forecast. The accelerated aircraft retirements will add $74 million in year-over-year depreciation expense. The aircraft that were retired at the end of FY13 were parked throughout the year and parking them provided a maintenance benefit in FY13. The Ground outlook is good as revenues are expected to continue to grow in FY14, led by volume growth across all our major services due to continued e-commerce growth and market share gains, as well as anticipated yield growth from our yield management programs. As a result of this anticipated volume and yield growth, we expect continued growth in Ground's operating income for FY14. We do expect capital spending at Ground to increase in FY14, and for the next several years at a very high ROIC as we expand our capacity to meet growing demand. At Freight, modest revenue growth is expected for FY14 as demand in the LTL market remains weak and we continue to focus on our yield and shipment initiatives in our differentiated LTL services. Freight operating income and operating margin are expected to increase modestly, driven by increases in yields and shipments as well as the continued improvements in productivity and efficiency across our integrated network, including an increased use of rail for economy shipments. Overall, we expect earnings growth for Q1 2014 to be solid, but challenged as we expect headwinds year-over-year from fuel surcharge timing lag, one less operating day and continued pressure on international yields and freight volumes. Also, the benefits of the voluntary buy-out program will ramp out throughout the year with the majority of those expense reductions occurring after the first quarter. Our businesses are cyclical in nature and seasonal fluctuations will affect volumes, revenues and earnings. Other factors, we expect our effective tax rate to be between 36.5% and 37% for FY14 depending on the amount and source of operating income. Our U.S. pension plans have ample funds to meet expected benefits. Retirement plan cost for FY14 will decline by nearly $200 million due to strong investment returns on planned assets and a slightly higher discount rate at our May 31 measurement day. Our FY14 capital expenditures are expected to increase to approximately $4 billion due to increased spending on facilities and aircraft. Approximately half of the 2014 capital expenditures will be designated for growth with the other half dedicated to maintain our existing operations, most notably continued aircraft fleet modernization at Express. We will continue to evaluate our investments in critical long-term strategic projects to ensure our capital expenditures generate high returns and are balanced with our outlook for global economic conditions. Now, let's take your questions.

Thank you. (Operator Instructions). We'll take our first question from Tom Wadewitz with JPMorgan. Tom Wadewitz - JPMorgan: Yes. Good morning. I wanted to focus on the restructuring and kind of how you see the pace of that activity playing out. You indicated you expect, I think, a stronger pace of margin improvement in fiscal 2015, and then maybe a build in fiscal 2014, but are there any numbers that you can give us or kind of a range of numbers in terms of how much actual restructuring cost savings would be in that fiscal 2014. Is that $200 million or $300 million and what you think that number might build to in terms of the restructuring-driven operating income improvement in fiscal 2015. Thank you.

Thanks, Tom. This is Alan. Thanks for the question. I think I will answer two or the three parts if that's okay. As we noted, we only had about 40% of the people leave on May 31, as we determined how many folks we needed to keep for a longer period of time to continue our high service levels for both, internal and external customers. So, I don't know what everybody has in their models that is in first call, but I suspect that there were people who are expecting to see higher FY14 benefit than what I am currently looking at, which is the right thing for the company to do. I will tell you this that we expect the ongoing savings, when we are outgoing right in FY16 to be well in excess of $600 million. The cash charges or the business realignment charges from an accounting standpoint, as we said were $560 million in 2013. The cash outflows actually are spread out as people leave. We expect about a 21-month [payback] [ph] on this program, so we are thrilled with where we are and think we have got right in the sweet spot, but less benefit in 2014 and much greater in 2015 and 2016.

Tom, this is Dave Bronczek. I will add to what Alan said. We talked about at the Analyst Meeting; the FY16 target of our $1.6 billion profit improvement is still on target. 75% of that accrues by FY15 and we are right on track to hit those goals.

Thank you. Our next question comes from Justin Yagerman with Deutsche Bank. Taylor Mulherin - Deutsche Bank: This is Taylor Mulherin on for Justin this morning. I'm hoping to get your thoughts on trans-Pacific Express capacity in the trade down going forward. It's looking like Express continues to be impacted by both, demand headwinds in the trade down to the lower yielding services, so can you talk a little bit more about your cost cutting efforts for the line-haul network in your shift toward using more third-party resources?

Yes. This is Dave Bronczek, again. We announced last quarter that we are reducing some of our network capacity and we announced it again today for July. You saw in our numbers for the last several quarters; international economy has been growing at double-digit rates, 11% and 12%. International priority has been slightly behind growth plans that we had put forward. So, we have moved some of the traffic that's more lower yielding economy into our FTN network, pulling down our network capacity, pulling down flight hours, pulling down some fuel and overall balancing our network, and we will continue to do that going forward.

Thank you. Our next question comes from Nate Brochmann with William Blair & Company. Nate Brochmann - William Blair & Company: Good morning. Thanks for taking the question. Just to follow-up on that, Dave, talking about the FedEx Trade Network. As you continue to build that, how is your pricing negotiations going with the other third-party vendor in terms of, whether we can see some more yield improvement there as we gain a little bit more scale through that? Just if you could touch on that a little bit.

Well, the capacity build-out is going extremely well. We are in 140 locations now in 27 countries and we continue to have great progress and great results there. We are bundling with our customers, of course, the right products and the right network, so we are actually more internally focused with our customers in how we price the products going forward, so we are actually in very good shape there.

Thank you. Our next question comes from David Ross with Stifel Nicolaus. David Ross - Stifel Nicolaus: Yes. Good morning, everyone. It's maybe a question for Chris. The new legislation passed in New Jersey that says truck drivers must be employees. Does the multi-work area contractor model or the ISP model you have switched to become impacted if that's signed into law and are there other states that are doing anything similar or threatening to the ground model right now?

This is Chris Richards. The bill as it was passed by the legislature unfairly targets independent contractors in the transportation industry who have chosen to operate through their own small businesses. As you know, we have only incorporated independent contractors and they all have their own employees, and this law will discourage small businesses and hamper the state's ability to maintain employment in a time where the economy is challenging employment, so we are confident that the administration in New Jersey is not going to be interested and will not want to enact a law that harms small businesses at this juncture and we are working in that direction. Now, we fully expect that there may be some other folks who might want to follow in proposing legislation and understates, but I want to make it very clear, we are absolutely confident that these kinds of laws interfere with interstate commerce and we will aggressively challenge any situation where such a law is enacted.

Thank you. Our next question comes from Benjamin Hartford with Robert W. Baird. Benjamin Hartford - Robert W. Baird: Good morning. Dave, I was wondering if you could provide any context or perspective to underlying airfreight trends. We know the diversions between IE and IP trends, but underlying airfreight trends generally in your outlook for the second half of the year, it sounds as though tech related customers are slightly more confident as it relates to the back half of the year and as it relates to Asian outbound airfreight, so wondering if you have any perspective as it relates to that.

This is Mike Glenn. Let me make a couple of comments. World air cargo traffic has shown consistent growth historically, but we have certainly seen slowing of that in the last five years. In fact, we have seen a decline in four of the last five years in overall traffic levels in the Air Cargo segment, and there are really four issues that are driving that. One, is global GDP has been growing at a slower pace. Global trade drives air cargo and has traditionally grown faster than global GDP, but that's not been the case recently. As I mentioned, we have seen a decline in global air cargo markets, four out of the last five years and certainly higher energy prices are having an impact on that. So, the global air cargo market has been under pressure for four out of the last five years. And, obviously, we are taking actions to manage our way through that, which Dave has pointed out.

Thank you. Our next question comes from Bill Greene with Morgan Stanley. Bill Greene - Morgan Stanley: Yes. Hi there. Good morning. Thanks for taking the question. Alan, can I ask you to comment a little bit further on some of the CapEx plans? You talked about some of the growth in Ground. Of course, we've got some good ROICs there, but I was little surprised to see it up almost 18% relative to the last fiscal year. Can you talk a little bit about the ability to sort of move that around over the course of the year? Is this a hard and fast number or maybe some insights as to why it kind of went up so much?

Well, the largest increase is going to be at Ground. We have to take the next, start billing for the future and we are going to develop new properties and facilities and I will let Henry add some color to this and we have got to start investing in now, so we can be ready for what traffics we are expecting in FY16, and I think it's a good thing. These are high ROIC investments and we are happy to put it in. There is a slight increase at Express. But, again, that's part of our fleet modernization, and particularly the 757s and 767s have good, good ROICs. So, let met turn over to Henry on the Ground aspect [because it is the] [ph] biggest increase.

Yes. Thanks for the question. Majority of our capital is for capacity growth to support our growth, or for revenue equipment replacement. You know we are very disciplined about any decision we make about capital, and we are going to be very disciplined going forward.

Thank you. We'll take our next question from Chris Wetherbee with Citi. Chris Wetherbee - Citi: Good morning. Yes. Maybe a question just about the pace of kind of underlying business trends within Express you guys have announced; I guess, now two trans-Pacific frequency cuts, which will at least have partial benefit in fiscal 2014, and I think you said you get some benefit of the employee separation in the second half of the year. I guess, I am just trying to make sure I understand kind of what the pace of maybe core profitability growth or deterioration in the Express business in fiscal 2014, or as how you guys see it in fiscal 2014, just kind of given the guidance and some of the cost issues that you have mentioned, it feels like it's a little bit on the conservative side. Just curious your kind of thoughts there?

Well, Alan said it. This is Dave Bronczek. Alan mentioned it before, our operating profits and margins are up in FY14, in part to all of the issues you mentioned and then all the other things we are working on in our five-point profit plan. Our U.S. domestic reshaping, the international profitability, our harvesting the international acquisitions we have made and so forth, so in Alan's guidance is an improvement at Express in both, profits and margins.

I think as far as trends go, we are not any better than anybody else at predicting the volatility of fuel and it can have a major swing in an individual year at Express, so we are expecting that to be a headwind for Express in FY14. If it goes the other way, then it is conservative, but it could also be a bigger headwind than what we had in our plans, so that's really the one uncontrollable factor that we are facing, but the reduced capacity will obviously lower our exposure to that some.

This is Fred Smith. Let me make a comment here to try to put some of this in perspective. Seven or eight years ago, the FedEx Express segment was competing in a marketplace that today is worth about $40 billion. Just the Express segment, a very high priority, door-to-door sector because of the build out of FedEx Trade Networks that Dave Bronczek mentioned to you, we are now competing in an air cargo market in its entirety that's somewhere around $98 billion. So, I think there is this implicit belief in the questioning that the growth of the economy sector for FedEx is a bad thing, and actual fact as you saw in the numbers, the economy traffic grew 11% in the quarter. The priority traffic grew 2%, so our issue was simply that we had too much of much of the priority capacity up and we needed to be more aggressive in the economy sector and that's what Dave has done. So, I think at the end of the day that these trends are not necessarily a bad thing. We just have to make sure as Dave mentioned, that we got the right traffic in the right network. It's very similar to the Ground and Express situation. If the item can go in the Ground system, the customer is probably going to choose that as very high ROIC, very high margin situation and we think over time the same will be true in the Express segment, and I think it's important that you look at it as a segment and not just the Express business, which is the majority of the Express segment but the broader base businesses increasing at a rapid rate, again, as Dave mentioned to you.

Thank you. Our next question comes from Scott Group with Wolfe Research. Scott Group - Wolfe Research: Thanks. Morning, guys. I hear that you are affirming the $1.6 billion profit improvement target, but also hearing that maybe some of the trade down issues are continuing or are worse than you thought, so I am wondering if there is anything within that $1.6 billion that is doing better than you thought to offset the trade down. Then just directionally, do you have views on when this trade down issue is going to stop or any signs of it getting better or worse?

This is Fred Smith, again. I obviously I didn't make my point. The Economy business is up 11%, the Priority business is down, Mike Glenn mentioned to me, 1%. That's not necessarily a bad thing and it doesn't necessarily mean that Express can't make more money on the Economy business, and implicit in your question was that assumption. And I think if you go down that road, you are making an erroneous assumption. So, it's very important that you recognize that. There is a tremendous amount of capacity in the international marketplace in these long range, twin-engine airplanes, particularly the 777. And if you are watching the Paris Air Show, there is going to be a lot more of it with A350 and the 777, 888 and 999. Our FTN capabilities allow us to participate now in both of those sectors. The priority sectors, where we can have a competitive advantage with our own equipment and the broader economy sectors. So, I had to jump in here, because it seemed to me like I didn't get my point across in my comments before.

And, this is Dave, again. Let me add to what Fred said. On the cost side, we are actually doing very well. We actually are exceeding some of our own projections on the cost side. So Fred's point, on the international economy, the goal for us and the issue for us is to make that economy product grow more and make more money on it in the right network and that is absolutely what we are doing.

This is Alan. From a strategic standpoint, you have to remember. We built the international aviation network expecting significantly higher growth in IP, and as we've mentioned to you several times now that has slowed. We still have an awful lot of IP and an awful lot of opportunity to continue to grow IP, but IE is going to grow faster for the foreseeable future and that's what we are talking about. And, as we adjust these networks, that's not a switch. These are complicated changes. I mean it sounds easy to take down one flight, it is not. There are all kinds of changes that go through the entire network when you do that as well it takes FTN a while to build up its capacity to do that, so we are doing that during 2014 and expect to really start seeing those benefits post 2014.

Thank you. Our next question comes from Ken Hoexter with Merrill Lynch. Ken Hoexter - Merrill Lynch: Great. Good morning. When you think about the guidance, Alan, are these that the mix of cost cutting, the 3,600 employees, was that larger than you expected to offset some of the trade downs in other areas or other buckets the same? Maybe can you kind of delve into how you are viewing the cost cutting program so far?

Okay. Ken. Well, the voluntary buy-out was one piece and we had told you in October that we thought we would get $500 million or well over well over $600 million. We saw significantly higher tenured people take the package which is fine, but that also means we are going to get a lot higher returns on that. The cost trimming is beyond just that however. I mean, there's significant going on in Express, and I am going to turn it over to Dave to let him tell you what he has been doing there in terms of hours and station management et cetera. So, I feel very comfortable about the cost piece of what we laid out for you in October, and I am very confident we are going to beat it. The issue that we have had since October is the one we have been talking about is that less than expected IP growth and we got to adjust for that and we will.

Yes. Just on a very high level. We are in good shape on U.S. productivity. The hours are coming down; we are consolidating facilities, the flight hours, the fuel burn, the network capacity. So, across the board it actually all adds up to improving our cost structure going forward.

Thank you. Our next question comes from Brandon Oglenski with Barclays. Brandon Oglenski - Barclays: Yes. Good morning and thanks for taking my question. I want to follow-up on maybe some of the confusion with the trade down and even get back to Bill Greene's question on CapEx. Alan, you talk about high hurdle rates on your capital projects, but I guess with where you see the market going it sound like an asset light model is the better way to serve that international economy product. So I think part of the disconnect here might be that we continue to put, or it looks like we are continuing to put a lot of CapEx into the Express segment, so how do we balance what your target growth rate might be for the Express segment versus putting more assets into it relative to an asset light model going forward that's need for that economy package?

This is Fred Smith. Let me say one thing before Alan makes his comment. We are not buying any airplane capacity for growth. The airplanes that we are buying are for replacement. We are replacing the 727s, and as Alan mentioned and the last one flies Friday, with 757s, did tow the A310s, 767 start coming in September and those are very high ROIC activities with the existing volume. It's not growth at all and the 777s are replacing the MD-11s over the next 10 years and I think we have got 18 more of them on order over the 10 years, so there is no capital in airplanes. We are not putting capital in the business for growth. We are simply replacing the assets that we have.

I certainly understand a concern, but we have a long-term objective as to retire all of our tri-motors. Fred said we found that twins are much more efficient, reliable and the numbers are very strong there. But, when you calculate it on ROIC, it certainly increases the denominator when you add a brand new airplane, you take out fully depreciated one. We understand that, so it's not a short-term ROIC decision, it's a longer term ROIC decision. I would also add that just please remember that we not only retired a bunch of airplanes at the end of last year and at the end of this year, we've also accelerated retirements of a bunch of other ones that we have, so our capacity isn't going up many and in fact it may come down?

Yes. That's right. This is Dave, again. And in that $1.6 billion number that you all saw in October, one of the five points in the five-point profit improvement of course is the fleet modernization and it's worth hundreds of millions of dollars to the bottom line for profits. And, to Alan's last point, the 76 planes that we have accelerated the depreciation in the 287 engines and so far that's continuing push to modernize our fleet to become more profitable.

Thank you. Our next question comes from Art Hatfield with Raymond James. Art Hatfield - Raymond James: Morning, everyone, and sorry to go back to the trade down issue, but as you look at that and as you manage through that, can you talk a little bit about if there are any costs and what the dollar benefits are as you take down one aircraft in services you talk about in July. And additionally as you go forward, is this kind of, whether or not this accelerates or what not, if you continue to see this trend developing, is there something that you could or would do from a more meaningful, say, restructuring standpoint similar to what you announced last fall and do something like that in the international business?

This is Fred Smith speaking. I think, the problem we have is trying to answer questions like you just asked us. We have given you the basic overall trends. The international air cargo business is not going to go away. It's a $98 billion business. We've given you a forecast of 7% to 13% of EPS guidance and you will just have to trust us to know how to manage the business, so it's getting down into that level of detail. It's just something we are not prepared to do.

I would add from a strategic standpoint, the trade down is more forward-looking. We had flat IP growth year-over-year. The growth was all in IE. And frankly since October that surprised us a bit, and so we have to adjust for that, but we still have a strong IP business but the future growth, at least for the next couple of years is going to be much higher in IE than it's going to be in IP, so that's sort of the trade down. It's not that we are losing IP packages.

Art, this is Mike Glenn. I would just add that I think it's important to separate how we manage our network and the concept of growth. FedEx continues to pursue growth strategy although coming from different segments of the market. So, how we elect to move that in our network obviously we are going to look for the most efficient way to do that, but I think it's important not to confuse the two, how we manage the network and our efforts to grow the business are separate issues.

Thank you. Our next question is from Thomas Kim with Goldman Sachs. Thomas Kim - Goldman Sachs: Thanks. If I could switch gears and talk about Ground, where you are just doing a tremendous job gaining share, my first question is related to the sustainability of this trend and I am wondering how far can you push the envelope before you see more significant competitive response. I guess, kind of more specifically, I am wondering about the pricing risk. Then kind of related to the pricing side, with shippers increasingly focused on containing their own cost, I am wondering to what extent are you seeing some resistance in rates? Thank you.

Tom, thanks for the question. Our strong results are a reflection of the structure and culture of our operations, the speed and reliability of our service and our yield management discipline. We have a sales force out there that does a terrific job getting every package in the right network and our customers are increasingly voting with their dollars.

Thank you. Our next question comes from Kelly Dougherty with Macquarie. Kelly Dougherty - Macquarie Research: Hi. Thanks for taking the question. Sorry to go back to the guidance, but just wanted to get a sense in terms of conservatism. Obviously, now fiscal 2013 was tougher than expected, so how much of this guidance is you guys setting the bar to a very achievable level and then kind of potentially seeing upside or how much really is due to what you are not quite sure about on the fuel side of things. Is there anything that you could do to maybe more quickly get to the higher end of the guidance?

I promise you we don't play games like that. This is our best 50-50 shot. I will tell you that no CFO worth his or herself will give you the entire bell curve of potential outcomes, but this is our best shot on what we see today based on all the factors that we have talked about and we are certainly not trying to play any games here.

This is Mike Glenn. Let me go back to the question regarding Ground opportunities. As Henry pointed out, we have a very unique value proposition that is delivering industry leading service levels and our sales team is doing a phenomenal job of positioning that in the context of the broader portfolio of services that we offer. I do think it's important to point out that we still have plenty of runway for growth in an overall market, where we only have, including SmartPost about 30% market share, so there is plenty runway there. On top of that, we do not have our fair share in the smaller customer segment in the Ground market, so there's plenty of opportunity there to grow the business at higher than average yield, so we are excited about the opportunities, we have a phenomenal service, the Ground has provided our sales and marketing team to sell and we think there are plenty of opportunity going forward.

Thank you. Our next question comes from Scott Schneeberger with Oppenheimer. Scott Schneeberger - Oppenheimer: Thanks. Good morning. Staying on Ground, could you elaborate a little bit on compare and contrast B2C margins and B2B margins? Then a very impressive margin in the quarter, any consideration for how high that can go and then sneaking one more in, an update on Delivery Manager, please? Thank you.

Well, I would say that we have a revenue management committee. We look at every account that sales presents to us in terms of how it fits in our network and what it means to the business, so we have a very disciplined approach to determining an acquisition strategy in the marketplace. We at Ground are exceedingly disciplined around yield management. It's just part of our culture. I would say that we are extremely confident that we can continue this going forward.

I think it's important when you talk about margins to understand the portfolio that we offer in the Ground network. We have a commercial portfolio, we have a home delivery portfolio and we have SmartPost. So, SmartPost plays a very important role in dealing with those residential delivery packages and that is a key element of our value proposition that allows us to ensure that we are delivering the right returns in the Ground segment. So, as Henry mentioned, we are very disciplined in terms of how we approach the customer and the value proposition that we have with that in mind. Turning to Delivery Manager, it's a major new offering for FedEx and it has the potential to change the expectations that recipients have in the Parcel Delivery segment and it is in the sweet spot of e-commerce. Since it was launched a few weeks ago, using Delivery Manager over a quarter of a million packages were delivered involving the input from the recipient, helping them get their package in their hands when they want it, where they want it. Our large e-commerce shippers are responding very favorably to the convenience, the visibility, the flexibility and the options that we offer through Delivery Manager and it's allowing us to provide an improved customer experience, while certainly having a benefit on our cost structure as well, so we are very excited about the rollout of Delivery Manager.

Thank you. Our next question comes from Jack Atkins with Stephens. Connor Hustava - Stephens: Yes. Hi, guys. This is actually Connor Hustava on for Jack today. We've seen a few announcements recently regarding growth in your distribution business. Can you maybe give us a sense for the scope of your current contract logistics and distribution product offering and maybe where think you would like to see that go in the future? Thanks.

Hi. Thanks. This is Dave again. FTN is, I think, the group that you referring to and SupplyChain two of our components inside of FedEx Express, and both units are growing and both are profitable and they are a nice bundle to the business. We can go to bigger accounts, which we have been saying all along this morning and move the traffic into the right networks then depending on whether it's in the ocean with FTN in the SupplyChain in any region of the world. Quite frankly, we have SupplyChain set up, so we have seen growth and we've seen it profitably for us in both of those segments and we think that continues going forward.

Yes. Just for those of you who are not aware of it, I mentioned this earlier. The FedEx SupplyChain and the FedEx Trade Networks operating companies are part of the Express segment as it's reported, but they are individual companies with their own CEOs that report back to Dave. And the reason we are organized that way is, because we have one worldwide global management team and it coordinates our customer activities much better than if we had them in a different segment. So, sometimes that's lost and that was one of the points I was making a little bit earlier. When you talk about Express, you got to look at the Express segment, because it has the very large Express business, but it also has and reported in that segment is FedEx Trade Networks and FedEx SupplyChain, and FedEx SupplyChain has some very terrific services that we rolled out in the last couple of years and it's really getting up ahead of steam. We are very excited about it.

Yes. Going back to the point I made, they toggle back and forth and they contribute back and forth between Express and SupplyChain and FTN, and so really that's the point I am trying to make is they bundle it altogether for the betterment of the company, so that's where we are going forward.

Thank you. Our next question comes from Keith Schoonmaker with Morningstar. Keith Schoonmaker - Morningstar: Thanks. Good morning. Are there aspects of the new USPS air-lift award other than rates that differ from the prior agreement? For example, what the slight increase to the full share does this new arrangement drive even greater utilization?

Yes. I will comment on that. We are very pleased with our long-term relationship with USPS. Obviously, the service and the value we provided to them. We are the sole awardee to their entire air transport business and we are very pleased about that. Obviously, there is more business that they had in play than just what we had to begin with. So, going forward, I think, we have an opportunity to build on that relationship and build on the business that we have with them, and as Alan pointed out, it's a seven-year agreement now going forward.

Thank you. Our next question comes from Chris Ceraso with Credit Suisse. Chris Ceraso - Credit Suisse: Thanks. So, Alan, I'm hoping you can just help us bridge the fiscal 2013 to fiscal 2014. You've mentioned some of the big pieces. You've got $200 million of help from pension, and pick a number maybe it's a 200 million help from the headcount reductions. You've got $70 million negative from accelerated depreciation. It sounds like fuel is a negative. I am interested to know how much you are allowing from a profit standpoint for the ongoing shift to lower yielding packages and if there is any other big pieces that are missing on the walk from 2013 to 2014.

Appreciate the question. Earnings guidance is 7% to 13% of EPS of FY13 adjusted and that's all we are going to talk about.

Thank you. Our next question comes from Donald Broughton with Avondale Partners. Donald Broughton - Avondale Partners: Good morning, everyone. Since everyone wants to beat the trade down question to death, let's look at this from a different angle. I'm noticing something very interesting. Normally, when you see trade down, you see people take higher weight packages out of the system. First, because those are more expensive, you guys obviously charge per pound for Express, yet we have seen something very interesting happening. The weight per package has been going up where we are running at about 10.4 for the quarter. That's 18% higher than last year. If there's so much trade down, why are peoples increasing the size, the weight of their packages? What's happening there?

Well, we have a lot of business that's in our numbers, Donald, in our acquisitions, so there is more weight per package and lot of our acquisitions around world and that maybe part of what you are seeing.

Thank you. Our next question comes from David Vernon with Bernstein. David Vernon - Bernstein: All right. Thanks for taking the question. Maybe if you could just talk a little bit about the balance of B2B versus B2C growth in both, the Domestic Express segment and the Ground, excluding SmartPost part of the business?

Well, clearly e-commerce is a major driver of the parcel segment in the U.S. Although I would say that our growth that we have seen in the Express segment has been fairly well balanced. And as a result of a very targeted program, where our sales and marketing team have worked very closely with the Express team to ensure that we are getting the right kind of growth in the networks and we are very pleased with that, but there's no question that e-commerce is continuing to be a larger and larger driver with e-commerce sales now representing a little over 10% of total retail sales. And on top of that, our e-commerce sales have a slightly higher returns rate which also impact the business. So, there is no question that e-commerce is a driver, but having said that we have seen strong growth in all of our sectors in the Ground business and Home Delivery and we are quite pleased with that.

Thank you. Our next question comes from Peter Nesvold with Jefferies. Peter Nesvold - Jefferies: I think this was asked earlier, but I don't think it was answered. You have made it very clear that you are more or less agnostic to IP versus IE, so long as the freight matches the network. But when you look at that mixed shift towards IE for the next several years, do you see that as something that's sort of semi-permanent? Is this similar to what happened 10 years ago with domestic air Express going to domestic ground parcel? Thank you.

This is Dave Bronczek. Let me answer that question. I think that we do see that trend continuing very much like the United States, and the great news there is that as that IE continues to grow and we unleash more capacity that makes us money on those products like FTN, we actually can uncap what we have been capping, because it's been sitting in our planes kind of capped before, so that trend of increasing international economy can continue. I think Mike Glenn mentioned it before as a growth opportunity for us that actually makes more money for us.

This is Fred Smith speaking. I've mentioned this on the call before about a year ago in May of 2012. I gave a speech at The Wings Club, which is an annual talk and it has been published in a little booklet and it's on our investor website, and I would urge you if you are interested in this to go read that speech, because it represents our view about the international cargo business. And, the reality is that the last several years I have seen a sea change in international trade and in international transportation. And it has been caused by, number one, the increased price of fuel. I mean, we are sitting around with low growth economies and the price of brent is still north of $100 a barrel and people forget that 10, 11 years ago, it was $0.60, $0.70 per gallon versus $3 and some odd cents per gallon now. That's had enormous effects on peoples' thoughts about transportation alternatives, and it does make people willing to trade-off rate for speed. Secondly, you have policy choices that have been made in China, in the United States and in Europe that have had big effects on the growth in world trade. As Mike Glenn mentioned, for the first time really in modern history, you have seen in the last couple of years worldwide GDP grow faster than worldwide trade. And, a few years ago, worldwide trade was growing 2, 2.5 times the growth of world GDP. Now that is still huge market as I mentioned. The world cargo, air cargo market is $98 billion market. The sea freight market is well north of a $100 billion, so these are very large markets. They are not going to go away, but these policy choices and fuel have had very big effects on these markets. So, our job as managers is to change our systems to meet those, and that's what we have been trying to describe to you we have done. I would say the one thing that we are a bit disappointed on, we probably should have moved a bit faster on some of our capacity, because we thought that the mix would be a little bit different than it ended up, but it's like Ground and Express. We are happy to get either one, and we just have to manage properly within those segment demands from the customers. By the way, I got a question on the Internet. Do you think that traditional aircraft product cycles are getting shorter? It seems that the high cost of fuel is shortening usual age of a new aircraft from 30 years to around 20 years. I think that the answer to that question is, yes. I mean, you are seeing that with a turnover of these narrow bodies into the new generation Airbus A320 neos and the 737 MAX, and your same Boeing come out with the 777 888 999 at a period which is much shorter against the 777-300ER than would have been the case in the past and it is driven just as you surmised by the cost of fuel. Now, what it means for us is, obviously we are re-fleeting as Alan mentioned, with these more efficient twin jet, because of the utilization that we have. I don't think that the twin jets are that we're talking about will be [obsoleted] by technology in any of the foreseeable future and the 767s, 757s are terrific for us. The good news is, and also part of the question is, yes. Indeed. We can use 767s in addition to the new ones, because they are essentially the same and a lot of the 767s are going to be coming out of the fleets as the 787s and A350s come into place and we do anticipate that we will acquire some used airplanes which will help the capital returns in the Express business.

Thank you. That does conclude our question-and-answer session for today. I will turn the conference back over to Mickey Foster for any additional or closing remarks.

Before closing, I would like to mention we are changing the date of our next Investors and Lender's Meeting to late September or early October of 2014 here in Memphis. Our last two meetings were two years apart in 2010 and 2012 and this timing will allow us to continue on that schedule. We will update you on our progress through other communications, including these quarterly conference calls and other investor meetings. Thank you for your participation in FedEx Corporation's fourth quarter earnings release conference call. Please feel free to call anyone on the Investor Relations team, if you have any additional questions about FedEx. Thank you very much.

Thank you. Ladies and gentlemen, this does conclude today's presentation. You may now disconnect.