UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 1995 1-6512
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AIRBORNE FREIGHT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 91-0837469
(State of Incorporation) (I.R.S. Employer Identification No.)
Airborne Freight Corporation
3101 Western Avenue
P.O. Box 662
Seattle, WA 98111
(Address of principal executive offices)
Registrant's telephone number including area code: 206-285-4600
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class on which Registered
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Common Stock, Par Value New York Stock Exchange
$1.00 per share Pacific Stock Exchange
6 3/4% Convertible Subordinated New York Stock Exchange
Debentures Due August 15, 2001
Rights to Purchase Series A New York Stock Exchange
Cumulative Preferred Stock
Securities registered pursuant to Section 12(g) of the Act:
NONE
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 X
No _____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.(X)
As of February 26, 1996, 21,124,239 shares (net of 315,150 treasury
shares) of the registrant's Common Stock were outstanding and the aggregate
market value of the voting stock held by non-affiliates of the registrant
(based on the closing price on that date on the New York Stock Exchange)
was approximately $571,987,939.(1)
Documents Incorporated by Reference
Portions of the 1995 Annual Report to Shareholders are incorporated by
reference into Part I and Part II.
Portions of the Proxy Statement for the 1996 Annual Meeting of
Shareholders to be held April 23, 1996 are incorporated by reference into
Part III.
(1) Excludes value of shares of Common Stock held of record by non-
employee directors and executive officers at February 26, 1996.
Includes shares held by certain depository organizations. Exclusion
of shares held by any person should not be construed to indicate that
such person possesses the power, direct or indirect, to direct or
cause the direction of the management or policies of the registrant,
or that such person is controlled by or is under common control with
the registrant.
AIRBORNE FREIGHT CORPORATION
1995 FORM 10-K ANNUAL REPORT
Table of Contents
Page
----
Part I 1
Item 1. Business 1
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 4a. Executive Officers of the Registrant 11
Part II 13
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 13
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 13
Part III 14
Item 10. Directors and Executive Officers of the Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners
and Management 14
Item 13. Certain Relationships and Related Transactions 14
Part IV 15
Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 15
PART I
ITEM 1. BUSINESS
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a) General Development of Business
--------------------------------
Airborne Freight Corporation (herein referred to as "Airborne Express"
or the "Company", which reference shall include its subsidiaries and their
assets and operations, unless the context clearly indicates otherwise) was
incorporated in Delaware on May 10, 1968. The Company is an air express
company and air freight forwarder that expedites shipments of all sizes to
destinations throughout the United States and most foreign countries.
The Company holds a certificate of registration issued by the United
States Patent and Trademark Office for the service mark AIRBORNE EXPRESS.
Most public presentation of the Company carries this name. The purpose of
using this trade name is to more clearly communicate to the market place
the primary nature of the business of the Company.
ABX Air, Inc., the Company's principal wholly-owned subsidiary (herein
referred to as "ABX"), was incorporated in Delaware on January 22, 1980.
ABX provides domestic express cargo service and cargo service to Canada.
The Company is the sole customer of ABX for this service. ABX also offers
limited charter service.
b) Financial Information about Industry Segments
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None
c) Narrative Description of Business
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Airborne Express provides door-to-door express delivery of small
packages and documents throughout the United States and to and from most
foreign countries. The Company also acts as an international and domestic
freight forwarder for shipments of any size. The Company's strategy is to
be the low cost provider of express services for high volume corporate
customers.
Domestic Operations
- --------------------
The Company's domestic operations, supported by approximately 265
facilities, primarily involve express door-to-door delivery of shipments
weighing less than 100 pounds. Shipments consist primarily of business
documents and other printed matter, electronic and computer parts,
software, machine parts, health care items, films and videotapes, and other
items for which speed and reliability of delivery are important.
The Company's primary service is its overnight express product. This
product, which comprised approximately 58% of the Company's domestic
shipments during 1995, generally provides for before noon delivery on the
next business day to most metropolitan cities in the United States. The
Company also provides Saturday and holiday pickup and delivery service for
most cities.
During the last five years, the Company has also offered a deferred
service product, Select Delivery Service ("SDS"), which provided for next
page 1
afternoon or second day delivery. SDS service shipments weighing five
pounds or less were delivered on a next afternoon basis with shipments
weighing more than five pounds delivered on a second day basis. SDS
shipments, which comprised approximately 42% of total domestic shipments
during 1995, are lower priced than the overnight express product reflecting
the less time sensitive nature of the shipments.
In early 1996, the Company began phasing in two new levels of deferred
service to replace its SDS product. The services, Next Afternoon Service
and Second Day Service, will expand the Company's deferred service options.
Next Afternoon Service will be available for shipments weighing five pounds
or less and Second Day Service will be offered for shipments of all
weights. Next Afternoon Service rates will be higher than Second Day
Service rates.
While the Company's domestic airline system is designed primarily to
handle express shipments, any available capacity is also utilized to carry
shipments which the Company would normally move on other carriers in its
role as an air freight forwarder.
Communications System
- ----------------------
FOCUS (Freight On-line Control and Update System) is a proprietary
communications system which provides real time information for purposes of
tracking and providing the status of customer's shipments as well as
monitoring the performance of the Company's operational systems. The
Company's facilities and international agents are linked to FOCUS and
provide inputs to the system, in part through the driver's use of hand-held
scanners which read bar-codes on the shipping documents, with information
necessary to determine the status and location of customer shipments 24
hours a day. FOCUS also allows for direct customer access to shipment
information through the use of their own computer systems.
FOCUS also provides the Company's personnel with important information
for use in coordinating its operational activities. Information regarding
Company-operated aircraft arrivals and departures, weather, and
documentation requirements for shipments destined to foreign locations are
several examples of the information maintained by FOCUS.
Pickup and Delivery
- --------------------
The Company accomplishes its door-to-door pickup and delivery service
using approximately 12,800 radio-dispatched delivery vans and trucks, of
which approximately 4,500 are owned by the Company. Independent
contractors under contract with the Company provide the balance of the
pickup and delivery services.
Because convenience is an important factor in attracting business from
less frequent shippers, the Company has an ongoing program to place drop
boxes in convenient locations. The Company has approximately 9,800 boxes
in service.
page 2
Sort Facilities
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The Company's main sort center is located in Wilmington, Ohio. As
express delivery volume has increased, the main sort center has been
expanded. In 1995, the sort center was expanded and currently has the
capacity to handle approximately 980,000 pieces during the primary 2-1/2
hour nightly sort operation. On average, approximately 835,000 pieces were
sorted each weekday night at the sort center during the fourth quarter of
1995. In addition to the sort facilities, the Wilmington location consists
of a Company-owned airport which includes maintenance, storage, training
and refueling facilities; and operations and administrative offices.
The Company also conducts a day sort operation at Wilmington. The day
sort serviced SDS shipments weighing in excess of five pounds that are
consolidated at certain regional hub facilities and either flown or trucked
into or out of Wilmington. Beginning in 1996, the Company plans to have
the day sort handle shipments weighing five pounds or less that are
designated for Second Day Service.
The operation of the Wilmington facility is critical to the Company's
business. The inability to use the Wilmington airport, because of bad
weather or other factors, would have a serious adverse effect on the
Company's service. However, contingency plans, including landing at nearby
airports and transporting packages to and from the sort center by truck,
can be implemented to address temporary inaccessibility of the Wilmington
airport.
In addition to the main sort facility at Wilmington, ten regional hub
facilities have been established primarily to sort shipments originating
and having a destination within approximately a 300 mile radius of a
regional hub.
In the fourth quarter of 1995, approximately 59% and 16% of total
shipment weight was handled through the night sort and day sort operations
at Wilmington, respectively, with the remaining 25% being handled
exclusively by the regional hubs.
Shipment Routing
- -----------------
The logistical means of moving a shipment from its origin to
destination are determined by several factors. Shipments are routed
differently depending on shipment product type, weight, geographic
distances between origin and destination, and locations of Company stations
relative to the locations of sort facilities. Shipments generally are
moved between stations and sort facilities on either Company aircraft or
contracted trucks. A limited number of shipments are transported airport-
to-airport on commercial air carriers.
Overnight express shipments and deferred service shipments weighing
five pounds or less are picked up by local stations and generally
consolidated with other stations' shipments at Company airport facilities.
Shipments that are not serviced through regional hubs are loaded on Company
aircraft departing each weekday evening from various points within the
United States and Canada. These aircraft may stop at other airports to
permit additional locations and feeder aircraft to consolidate their cargo
onto the larger aircraft before completing the flight to the Wilmington
hub. The aircraft are scheduled to arrive at Wilmington between
approximately 11:30 p.m. and 3:00 a.m. at which
page 3
time the shipments are sorted and reloaded. The aircraft are scheduled to
depart before 6:00 a.m. and return to their applicable destinations in time
to complete scheduled next business morning or deferred service
commitments. The Wilmington hub also receives shipments via truck from
selected stations in the vicinity of the Wilmington hub for integration
with the nightly sort process.
For the day sort operation, generally eight aircraft return to
Wilmington from overnight service destinations on Tuesday through Thursday.
These aircraft, and trucks from six regional hubs, arrive at Wilmington
between 10:00 a.m. and noon, at which time shipments are sorted and
reloaded on the aircraft or trucks by 3:00 p.m. for departure and return to
their respective destinations.
The Company also performs weekend sort operations at Wilmington to
accommodate Saturday pickups and Monday deliveries of both overnight
express and deferred service shipments. This sort is supported by 13
Company aircraft and by trucks.
Aircraft
- ---------
The Company currently utilizes used aircraft manufactured in the late
1960s and early 1970s. Upon acquisition, the aircraft are substantially
modified by the Company. At the end of 1995, the Company's in-service
fleet consisted of a total of 105 aircraft, including 33 McDonnell Douglas
DC-8s (consisting of 11 series 61, 6 series 62 and 16 series 63), 61 DC-9s
(consisting of 2 series 10, 41 series 30 and 18 series 40), and 11 YS-11
turboprop aircraft. The Company owns the majority of the aircraft it
operates, but has completed sale-leaseback transactions with respect to six
DC-8 and six DC-9 aircraft. In addition, approximately 70 smaller aircraft
are chartered nightly to connect small cities with Company aircraft that
then operate to and from Wilmington.
In December 1995, the Company announced an agreement to purchase 12
used Boeing 767-200's between the years 1997 and 2000 and its plans to
pursue the acquisition of 10 to 15 additional used 767-200's between the
years 2000 and 2004. This newer generation of aircraft should increase
operating efficiency and allow the Company to meet anticipated demand for
additional lift capacity. There are no plans to retire any aircraft as a
result of the acquisitions.
At year end 1995, the nightly lift capacity of the system was about
3.5 million pounds versus approximately 3.1 million pounds and 2.8 million
pounds at the end of 1994 and 1993, respectively. Over the past several
years the Company's utilization of available lift capacity has exceeded
80%.
In response to increased public awareness regarding the operation of
older aircraft, the Federal Aviation Administration ("FAA") periodically
mandates additional maintenance requirements for certain aircraft,
including the type operated by the Company. In 1995, the Company completed
a significant inspection and maintenance program pertaining to corrosion as
required by an Airworthiness Directive issued by the FAA. The FAA could,
in the future, impose additional maintenance requirements for aircraft and
engines of the type operated by the Company or interpret existing rules in
a manner which could have a material effect on the Company's operations and
financial position.
page 4
In accordance with federal law and FAA regulations, only subsonic
turbojet aircraft classified as Stage 2 or 3 by the FAA may be operated in
the United States. Generally, Stage 3 aircraft produce less noise than a
comparable Stage 2 aircraft.
In 1990, Congress passed the Airport Noise and Capacity Act of 1990
(the "Noise Act"). Among other things, the Noise Act generally requires
turbojet aircraft weighing in excess of 75,000 pounds and operating in the
United States (the type of DC-8 and DC-9 aircraft operated by the Company)
to comply with Stage 3 noise emission standards on or before December 31,
1999. The Company's YS-11 turboprop aircraft are not subject to these
requirements. In accordance with the Noise Act, the FAA has issued
regulations establishing interim compliance deadlines. These rules require
air carriers to reduce the base level of Stage 2 aircraft they operate 50%
by December 31, 1996; and 75% by December 31, 1998. As of December 31,
1995 the Company had reduced the base level of its Stage 2 aircraft by
approximately 41% and expects to meet or exceed the compliance percentage
at the interim compliance deadline of December 31, 1996. As of December
31, 1995, 49 of the Company's turbojet aircraft (23 DC-8 and 26 DC-9
aircraft) were Stage 3 aircraft, the balance being Stage 2 aircraft. In
addition to FAA regulation, certain local airports also regulate noise
compliance. See "Business - Regulation".
The Company, in conjunction with several other companies, has
developed noise suppression technology known as hush kits for its DC-9
series aircraft which have been certified to meet FAA Stage 3 requirements.
Stage 3 requirements have been met on 26 DC-9 series aircraft. The capital
cost for Stage 3 hush kits is approximately $1.2 million for each DC-9
series aircraft. The Company has installed hush kits which satisfy Stage 3
compliance requirements on all of its DC-8-62 and DC-8-63 series aircraft
and one of its DC-8-61 series aircraft. The estimated capital cost for
these hush kits and related hardware on the DC-8-62 and 63 series aircraft
is approximately $1.6 million per aircraft. The capital cost to modify the
DC-8-61 aircraft to meet Stage 3 noise standards is approximately $4.0
million per aircraft.
International Operations
- -------------------------
The Company provides international express door-to-door delivery and a
variety of freight services. These services are provided in most foreign
countries on an inbound and outbound basis through a network of Airborne
offices and independent agents. Most international deliveries are
accomplished within 24 to 96 hours of pickup.
The Company's domestic stations are staffed and equipped to handle
international shipments to or from almost anywhere in the world. In
addition to its extensive domestic network, the Company operates its own
offices in the Far East, Australia, New Zealand, and the United Kingdom.
The Company's freight and express agents worldwide are connected to FOCUS,
Airborne's on-line communication network, through which the Company can
provide its customers with immediate access to the status of shipments
almost anywhere in the world.
The Company's international air express service is intended for the
movement of non dutiable and certain dutiable shipments weighing less than
99 pounds. The Company's international air freight service handles heavier
page 5
weight shipments on either an airport-to-airport, door-to-airport or door-
to-door basis. The Company also offers ocean service capabilities for
customers who want a lower cost shipping option.
The Company's strategy is to use a variable-cost approach in
delivering and expanding international services to its customers. This
strategy uses existing commercial airline lift capacity in connection with
the Company's domestic network to move shipments to and from overseas
destinations and origins. Additionally, service arrangements with
independent freight and express agents have been entered into to
accommodate shipments in locations not currently served by Company-owned
operations. The Company currently believes there are no significant
service advantages which would justify the operation of its own aircraft on
international routes, or making significant investment in additional
offshore facilities or ground operations. In order to expand its business
at a reasonable cost, the Company continues to explore possible joint
venture agreements, similar to its arrangement with Mitsui & Co., Ltd. in
Japan, which combine the Company's management expertise, domestic express
system and information systems with local business knowledge and market
reputation of suitable partners.
Customers and Marketing
- ------------------------
The Company's primary domestic strategy focuses on express services
for high volume corporate customers. Most high volume customers have
entered into service agreements providing for specified rates or rate
schedules for express deliveries. As of December 31, 1995, the Company
serviced approximately 430,000 active customer shipping locations.
The Company determines prices for any particular domestic express
customer based on competitive factors, anticipated costs, shipment volume
and weight, and other considerations. The Company believes that it
generally offers prices that are competitive with, or lower than, prices
quoted by its principal competitors for comparable services.
Internationally, the Company's marketing strategy is to target the
outbound express and freight shipments of U.S. corporate customers, and to
sell the inbound service of the Company's distribution capabilities in the
United States.
Both in the international and domestic markets, the Company believes
that its customers are most effectively reached by a direct sales force,
and accordingly, does not currently engage in mass media advertising.
Domestic sales representatives are responsible for selling both domestic
and international express shipments. In addition, the International
Division has its own dedicated direct sales organization for selling
international freight service.
The Company's sales force currently consists of approximately 300
domestic representatives and approximately 70 international specialists.
The Company's sales efforts are supported by the Marketing and
International Divisions, based at the Company headquarters. Senior
management is also active in marketing the Company's services to major
accounts.
page 6
Value-added services continue to be important factors in attracting
and retaining customers. Accordingly, the Company is automating more of
its operations to make the service easier for customers to use and to
provide them with valuable management information. The Company believes
that it is generally competitive with other express carriers in terms of
reliability, value-added services and convenience.
For many of its high volume customers, the Company offers a metering
device, called LIBRA II, which is installed at the customer's place of
business. With minimum data entry, the metering device weighs the package,
calculates the shipping charges, generates the shipping labels and provides
a daily shipping report. At year end 1995, the system was in use at
approximately 8,200 domestic customer locations and 700 international
customer locations. Use of LIBRA II not only benefits the customer
directly, but also lowers the Company's operating costs, since LIBRA II
shipment data is transferred into the Airborne FOCUS shipment tracking
system automatically, thus avoiding duplicate data entry.
"Customer Linkage", an electronic data interchange ("EDI") program
developed for Airborne's highest volume shippers, allows customers, with
their computers, to create shipping documentation at the same time they are
entering orders for their goods. At the end of each day, shipping
activities are transmitted electronically to the Airborne FOCUS system
where information is captured for shipment tracking and billing purposes.
Customer Linkage benefits the customer by eliminating repetitive data entry
and paperwork and also lowers the Company's operating costs by eliminating
manual data entry. EDI also includes electronic invoicing and payment
remittance processing. The Company also has available a software program
known as Quicklink, which significantly reduces programming time required
by customers to take advantage of linkage benefits.
In 1995, the Company unveiled "LIGHTSHIP-TRACKER", a PC-based tracking
software, which is the first in a series of planned new software products
designed to improve customer productivity and provide convenient access to
the Company's various services. LIGHTSHIP-TRACKER allows customers,
working from their PCs, to view the status of and receive information
regarding their shipments through access to the Airborne FOCUS system.
The Company offers a number of special logistics programs to customers
through its Advanced Logistics Services Corp. ("ALS") subsidiary. This
subsidiary operates the Company's Stock Exchange and Hub Warehousing and
other logistics programs. These programs provide customers the ability to
maintain inventories which can be managed either by Company or customer
personnel. Items inventoried at Wilmington can be delivered utilizing
either the Company's airline system or, if required, commercial airlines on
a next-flight-out basis. ALS' Central Print program allows information to
be sent electronically to customer computers located at Wilmington where
Company personnel monitor printed output and ship the material according to
customer instructions.
In addition, the Company's Sky Courier business provides expedited
next-plane-out service at premium prices. Sky Courier also offers a
Regional Warehousing program where customer inventories are managed at any
of over 60 locations around the United States and Canada.
page 7
The Company has obtained ISO 9000 certification for its Chicago,
Philadelphia and London stations and its Seattle Headquarters. ISO 9000 is
a program developed by the International Standards Organization ("ISO"),
based in Geneva, Switzerland. This organization provides a set of
international standards on quality management and quality assurance
presently recognized in 92 countries. The certification is an asset in
doing business worldwide and provides evidence of the Company's commitment
to excellence and quality.
Competition
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The market for the Company's services has been and is expected to
remain highly competitive. The principal competitive factors in both
domestic and international markets are price, the ability to provide
reliable pickup and delivery, and value-added services.
Federal Express continues to be the dominant competitor in the
domestic express business, followed by United Parcel Service. Airborne
Express ranks third in shipment volume behind these two companies in the
domestic express business. Other domestic express competitors include the
U.S. Postal Service's Express Mail Service and several other transportation
companies offering next morning or next-plane-out delivery service. The
Company also competes to some extent with companies offering ground
transportation services and with facsimile and other forms of electronic
transmission.
The Company believes it is important to maintain an active capital
expansion program to increase capacity, improve service and increase
productivity as its volume of shipments increases. However, the Company
has significantly less capital resources than its two primary competitors.
In the international markets, in addition to Federal Express and
United Parcel Service, the Company competes with DHL, TNT and other air
freight forwarders or carriers and most commercial airlines.
Employees
- ----------
As of December 31, 1995, the Company and its subsidiaries had
approximately 11,500 full-time employees and 8,000 part-time and casual
employees. Approximately 5,400 full-time employees (including the
Company's 660 pilots) and 3,400 part-time and casual employees are employed
under union contracts, primarily with locals of the International
Brotherhood of Teamsters and Warehousemen.
Labor Agreements
- -----------------
Most labor agreements covering the Company's ground personnel were
recently renegotiated for four-year terms expiring in 1998. The Company's
pilots are covered by a contract which became amendable on July 31, 1995.
Negotiations with the pilots are ongoing and the Company believes the
contract will be amended without experiencing any work disruption.
page 8
Subsidiaries
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The Company has the following wholly-owned subsidiaries:
1. ABX Air, Inc., a Delaware corporation, is a certificated air
carrier which owns and operates the Company's domestic express
cargo service. Its wholly-owned subsidiaries are as follows:
a) Wilmington Air Park, Inc., an Ohio corporation, is the owner
of the Wilmington airport property (Airborne Air Park).
b) Airborne FTZ, Inc., an Ohio corporation, is the holder of a
foreign trade zone certificate at the Wilmington airport
property and owns and manages the Company's expendable
aircraft parts inventory.
c) Aviation Fuel, Inc., an Ohio corporation, purchases and
sells aviation and other fuels.
d) Advanced Logistics Services Corp., an Ohio corporation,
provides customized warehousing, inventory management and
shipping services.
e) Sound Suppression, Inc., an Ohio corporation with nocurrent
operating activities.
2. Awawego Delivery, Inc., a New York corporation, holds trucking
rights in New York and Connecticut.
3. Airborne Forwarding Corporation, a Delaware corporation doing
business as Sky Courier, provides expedited courier service.
4. Airborne Freight Limited, a New Zealand corporation, provides air
express and air freight services.
Regulation
- -----------
The Company's operations are regulated by the United States Department
of Transportation ("DOT"), the FAA, and various other federal, state, local
and foreign authorities.
The DOT, under federal transportation statutes, grants air carriers
the right to engage in domestic and international air transportation. The
DOT issues certificates to engage in air transportation and has the
authority to modify, suspend or revoke such certificates for cause,
including failure to comply with federal law or the DOT regulations. The
Company believes it possesses all necessary DOT-issued certificates to
conduct its operations.
The FAA regulates aircraft safety and flight operations generally,
including equipment, ground facilities, maintenance and communications.
The FAA issues operating certificates to carriers who possess the technical
competence to conduct air carrier operations. In addition, the FAA issues
certificates of airworthiness to each aircraft which meets the requirements
for aircraft design and maintenance. The Company believes it holds all
page 9
airworthiness and other FAA certificates required for the conduct of its
business, although the FAA has the power to suspend or revoke such
certificates for cause, including failure to comply with federal law.
The federal government generally regulates aircraft engine noise at
its source. However, local airport operators may, under certain
circumstances, regulate airport operations based on aircraft noise
considerations. The Noise Act provides that in the case of Stage 2
aircraft restrictions, the airport operator must notify air carriers of its
intention to propose rules and satisfy the requirements of federal statutes
before implementation of the rules or in the case of Stage 3 aircraft, the
airport operator must obtain the carriers' or the governments' approval of
the rule prior to its adoption. The Company believes the operation of its
aircraft either complies with or is exempt from compliance with currently
applicable local airport rules. However, if more stringent aircraft
operating regulations were adopted on a widespread basis, the Company might
be required to expend substantial sums, make schedule changes or take other
actions.
The Company's aircraft currently meet all known requirements for
emission levels. However, under the Clean Air Act, individual states or
the Federal Environmental Protection Agency (the "EPA") may adopt
regulations requiring the reduction in emissions for one or more localities
based on the measured air quality at such localities. The EPA has proposed
regulations for portions of California calling for emission reductions
through restricting the use of emission producing ground service equipment
or aircraft auxiliary power units. There can be no assurance, that if such
regulations are adopted in the future or changes in existing laws or
regulations are promulgated, such laws or rules would not have a material
adverse effect on the Company.
Under currently applicable federal aviation law, the Company's airline
subsidiary could cease to be eligible to operate as an all-cargo carrier if
more than 25% of the voting stock of the Company were owned or controlled
by non-U.S. citizens or the airline were not effectively controlled by U.S.
citizens. Moreover, in order to hold an all-cargo air carrier certificate,
the president and at least two-thirds of the directors and officers of an
air carrier must be U.S. citizens. The Company has entered into a Rights
Agreement designed, in part, to discourage a single foreign person from
acquiring 20% or more, and foreign persons in the aggregate from acquiring
25% or more, of the Company's outstanding voting stock without the approval
of the Board of Directors. To the best of the Company's knowledge, foreign
stockholders do not control more than 25% of the outstanding voting stock.
Two of the Company's officers are not U.S. citizens.
The Company believes that its current operations are substantially in
compliance with the numerous regulations to which its business is subject;
however, various regulatory authorities have jurisdiction over significant
aspects of the Company's business, and it is possible that new laws or
regulations or changes in existing laws or regulations or the
interpretations thereof could have a material adverse effect on the
Company's operations.
Financial Information Regarding International and Domestic Operations
- ----------------------------------------------------------------------
Financial information relating to foreign and domestic operations for
each of the three years in the period ended December 31, 1995 is presented in
page 10
Note K (Segment Information) of the Notes to Consolidated Financial
Statements appearing in the 1995 Annual Report to Shareholders and is
incorporated herein by reference.
ITEM 2. PROPERTIES
- ---------------------
The Company leases general and administrative office facilities
located in Seattle, Washington.
At year end the Company maintained approximately 265 domestic and 7
foreign stations, most of which are leased. The majority of the facilities
are located at or near airports.
The Company owns the airport at the Airborne Air Park, in Wilmington,
Ohio. The airport currently consists of two runways, taxi-ways, aprons,
buildings serving as aircraft and equipment maintenance facilities, a sort
facility, storage facilities, a training center, and operations and
administrative offices. In 1995, the Company completed a significant
expansion of the airpark which included construction of a second runway,
taxiways and several other facilities.
The Company believes its existing facilities are adequate to meet
current needs.
Information regarding collateralization of certain property and lease
commitments of the Company is set forth in Notes E and F of the Notes to
Consolidated Financial Statements appearing in the 1995 Annual Report to
Shareholders and is incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS
- ----------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------
None
ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------
Positions and Offices Presently
Name Age Held and Business Experience
- ---- --- --------------------------------
Robert S. Cline 58 Chairman and Chief Executive Officer (1984
to date); Vice Chairman and Chief Financial
Officer (1978 to 1984); Executive Vice
President and Chief Financial Officer (1973
to 1978); Senior Vice President, Finance
(1970 to 1973); Vice President, Finance
(1968 to 1970); Vice President, Finance,
Pacific Air Freight, Inc. (1966 to 1968)
page 11
Robert G. Brazier 58 President and Chief Operating Officer (1978
to date); Executive Vice President and
Chief Operating Officer (1973 to 1978);
Senior Vice President, Operations (1970 to
1973); Vice President, Operations (1968 to
1970); Vice President, Sales and
Operations, Pacific Air Freight, Inc. (1964
to 1968)
Roy C. Liljebeck 58 Chief Financial Officer (1984 to date);
Executive Vice President, Finance Division
(1979 to date); Senior Vice President (1973
to 1979); Treasurer (1968 to 1988)
Kent W. Freudenberger 55 Executive Vice President, Marketing
Division (1980 to date); Senior Vice
President (1978 to 1980); Vice President
(1973 to 1978)
Raymond T. Van Bruwaene 57 Executive Vice President, Field Services
Division (1980 to date); Senior Vice
President (1978 to 1980); Vice President
(1973 to 1978)
John J. Cella 55 Executive Vice President, International
Division (1985 to date); Senior Vice
President, International Division (1982 to
1985); Vice President, International Divi
sion (1981 to 1982); Vice President, Far
East (1971 to 1981)
Carl D. Donaway 44 President and Chief Executive Officer, ABX
Air, Inc. (1992 to date); offices held in
the Company: Vice President, Business
Analysis (1992); Vice President, Customer
Support (1990 to 1992); Director, Customer
Support (1988 to 1990)
page 12
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
- ----------------------------------------------------------------
STOCKHOLDERS MATTERS
- ---------------------
The response to this Item is contained in the 1995 Annual Report to
Shareholders and the information contained therein is incorporated by
reference.
On February 26, 1996 there were 1,496 shareholders of record of the
Common Stock of the Company based on information provided by the Company's
transfer agent.
ITEM 6. SELECTED FINANCIAL DATA
- ----------------------------------
The response to this Item is contained in the 1995 Annual Report to
Shareholders and the information contained therein is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- --------------------------------------------------------------------------
RESULTS OF OPERATIONS
- ----------------------
The response to this Item is contained in the 1995 Annual Report to
Shareholders and the information contained therein is incorporated herein
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------------------------------------------------------
The response to this Item is contained in the 1995 Annual Report to
Shareholders and the information contained therein is incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- --------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- ---------------------
None
page 13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------------------------------------------------------------
The response to this Item is contained in part in the Proxy Statement
for the 1996 Annual Meeting of Shareholders under the captions "Election of
Directors" and "Exchange Act Compliance" and the information contained
therein is incorporated herein by reference.
The executive officers of the Company are elected annually at the
Board of Directors meeting held in conjunction with the annual meeting of
shareholders. There are no family relationships between any directors or
executive officers of the Company. Additional information regarding
executive officers is set forth in Part I, Item 4a.
ITEM 11. EXECUTIVE COMPENSATION
- ---------------------------------
The response to this Item is contained in the Proxy Statement for the
1996 Annual Meeting of Shareholders under the caption "Executive
Compensation" and the information contained therein is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------------------------------------------------------------------------
The response to this Item is contained in the Proxy Statement for the
1996 Annual Meeting of Shareholders under the captions "Voting at the
Meeting" and "Stock Ownership of Management" and the information contained
therein is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------
The response to this Item is contained in the Proxy Statement for the
1996 Annual Meeting of Shareholders under the caption "Executive
Compensation" and the information contained therein is incorporated herein
by reference.
page 14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a)1. Financial Statements
---------------------
The following consolidated financial statements of Airborne Freight
Corporation and its subsidiaries as contained in its 1995 Annual Report to
Shareholders are incorporated by reference in Part II, Item 8:
Consolidated Statements of Net Earnings
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a)2. Financial Statement Schedules Page
------------------------------ ----
Schedule II - Valuation and Qualifying Accounts 22
All other schedules are omitted because they are not applicable or are not
required, or because the required information is included in the
consolidated financial statements or notes thereto.
(a)3. Exhibits
- ---------------
A) The following exhibits are filed with this report:
EXHIBIT NO. 3 Articles of Incorporation and By-laws
- -----------------------------------------------------
3(a) The Restated Certificate of Incorporation of the Company, dated
as of August 4, 1987 (incorporated herein by reference from
Exhibit 3(a) to the Company's Form 10-K for the year ended
December 31, 1987).
3(b) The By-laws of the Company as amended to April 26, 1994
(incorporated herein by reference from Exhibit 3(b) to the
Company's Form 8-K dated April 26, 1994).
EXHIBIT NO. 4 Instruments Defining the Rights of Security Holders
- -------------------------------------------------------------------
Including Indentures
- ---------------------
4(a) Indenture dated as of September 4, 1986, between the Company
and Peoples National Bank of Washington (now U.S. Bank of
Washington), as trustee (and succeeded by First Trust
Washington), relating to $25 million of the Company's 10%
Senior Subordinated Notes due 1996 (incorporated by reference
from Exhibit 4(c) to Amendment No. 1 to the Company's
page 15
Registration Statement on Form S-3, No. 33-6043, filed with the
Securities and Exchange Commission on September 3, 1986).
4(b) Note Purchase Agreement dated September 3, 1986 among the
Company and the original purchasers of the Company's 10%
Senior Subordinated Notes due 1996 (incorporated by reference
from Exhibit 4(d) to Amendment No. 1 to the Company's
Registration Statement on Form S-3, No. 33-6043, filed with
the Securities and Exchange Commission on September 3, 1986).
4(c) Indenture dated as of August 15, 1991, between the Company and
Bank of America National Trust and Savings Association, as
Trustee, with respect to the Company's 6-3/4% Convertible
Subordinated Debentures due August 15, 2001 (incorporated
herein by reference from Exhibit 4(i) to Amendment No. 1 to
the Company's Registration Statement on Form S-3 No. 33-42044
filed with the Securities and Exchange Commission on
August 15, 1991).
4(d) First Supplemental Trust Indenture dated as of June 30, 1994
between the Company and LaSalle National Bank, as Successor
Trustee, with respect to the Company's 6-3/4% Convertible
Subordinated Debentures due August 15, 2001.
4(e) Indenture dated as of December 3, 1992, between the Company and
Bank of New York, as trustee, relating to the Company's 8-7/8%
Notes due 2002 (incorporated by reference from Exhibit 4(a) to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, No. 33-54560 filed with the Securities and Exchange
Commission on December 4, 1992).
4(f) First Supplemental Indenture dated as of September 15, 1995,
between the Company and Bank of New York, as trustee, relating
to the Company's 7.35% Notes due 2005 (incorporated by
reference from Exhibit 4(b) to Amendment No. 1 to the
Company's Registration Statement on Form S-3, No. 33-61329,
filed with the Securities and Exchange Commission on September
5, 1995).
4(g) Rights Agreement, dated as of November 20, 1986 between the
Company and First Jersey National Bank (predecessor to First
Interstate Bank, Ltd.), as Rights Agent (incorporated by
reference from Exhibit 1 to the Company's Registration
Statement on Form 8-A, dated November 28, 1986).
4(h) Certificate of Designation of Series A Participating Cumulative
Preferred Stock Setting Forth the Powers, Preferences, Rights,
Qualification, Limitations and Restrictions of Such Series of
Preferred Stock of the Company (incorporated by reference
from Exhibit 2 to the Company's Registration Statement on Form
8-A, dated November 28, 1986).
page 16
4(i) Form of Right Certificate relating to the Rights Agreement (see
4(g) above, incorporated by reference from Exhibit 3 to the
Company's Registration Statement on Form 8-A, dated November
28, 1986).
4(j) Letter dated January 5, 1990, from the Company to First
Interstate Bank, Ltd. ("FIB"), appointing FIB as successor
Rights Agent under the Rights Agreement dated as of November
20, 1986, between the Company and The First Jersey National
Bank (incorporated by reference from Exhibit 4(c) to the
Company's Form 10-K for the year ended December 31, 1989).
4(k) Amendment to Rights Agreement entered into as of January 24,
1990, between the Company and First Interstate Bank, Ltd.
(incorporated herein by reference from Exhibit 4(d) to the
Company's Form 10-K for the year ended December 31, 1989).
4(l) Third Amendment to Rights Agreement entered into as of November
6, 1991 between the Company and First Interstate Bank, Ltd.
(incorporated herein by reference from Exhibit 4(a) to the
Company's Form 10-K for the year ended December 31, 1991).
4(m) 6.9% Cumulative Convertible Preferred Stock Purchase Agreement
dated as of December 5, 1989, among the Company, Mitsui & Co.,
Ltd., Mitsui & Co. (U.S.A.), Inc., and Tonami Transportation
Co., Ltd. (incorporated herein by reference from Exhibit 4(b)
to the Company's Form 10-K for the year ended December 31,
1989).
4(n) Amendments to the above Stock Purchase Agreement irrevocably
waiving all demand registration rights and relinquishing the
right of Mitsui & Co., Ltd. to designate a representative to
Airborne's Board of Directors, and resignation of T. Kokai
from said Board (incorporated herein by reference from
Amendment No. 1 to Schedule 13D of Mitsui & Co., Ltd.,
Intermodal Terminal, Inc. (assignee of Mitsui & Co. (USA)
Inc.) and Tonami Transportation Co., Ltd., filed with the
Securities and Exchange Commission on December 21, 1993).
4(o) Certificate of Designation of Preferences of Preferred Shares
of Airborne Freight Corporation, as filed on January 26, 1990,
in the Office of the Secretary of the State of Delaware
(incorporated herein by reference from Exhibit 4(a) to the
Company's Form 10-K for the year ended December 31, 1989).
EXHIBIT NO. 10 Material Contracts
- ----------------------------------
Executive Compensation Plans and Agreements
- --------------------------------------------
10(a) 1979 Airborne Freight Corporation Key Employee Stock Option and
Stock Appreciation Rights Plan, as amended through February 2,
1987 (incorporated by reference from Exhibit 10(d) to the
Company's Form 10-K for the year ended December 31, 1986).
page 17
10(b) 1983 Airborne Freight Corporation Key Employee Stock Option and
Stock Appreciation Rights Plan, as amended through February 2,
1987 (incorporated by reference from Exhibit 10(c) to the
Company's Form 10-K for the year ended December 31, 1986).
10(c) 1989 Airborne Freight Corporation Key Employee Stock Option and
Stock Appreciation Rights Plan (incorporated herein by
reference from Exhibit 10(d) to the Company's Form 10-K for
the year ended December 31, 1989).
10(d) 1994 Airborne Freight Corporation Key Employee Stock Option and
Stock Appreciation Rights Plan (incorporated herein by
reference from the Addendum to the Company's Proxy Statement
for the 1994 Annual Meeting of Shareholders).
10(e) Airborne Freight Corporations Directors Stock Option Plan
(incorporated herein by reference from the Addendum to the
Company's Proxy Statement for the 1991 Annual Meeting of
Shareholders).
10(f) Airborne Express Executive Deferral Plan dated January 1, 1992
(incorporated by reference from Exhibit 10(b) to the Company's
Form 10-K for the year ended December 31, 1991).
10(g) Airborne Express Supplemental Executive Retirement Plan dated
January 1, 1992 (incorporated by reference from Exhibit 10(c)
to the Company's Form 10-K for the year ended December 31,
1991).
10(h) Airborne Express 1995-1999 Executive Incentive Compensation
Plan (incorporated by reference from Exhibit 10(i) to the
Company's Form 10-K for the year ended December 31, 1994).
10(i) Employment Agreement dated December 15, 1983, as amended
November 20, 1986, between the Company and Mr. Robert G.
Brazier, President and Chief Operating Officer (incorporated
by reference from Exhibit 10(a) to the Company's Form 10-K for
the year ended December 31, 1986). Identical agreements exist
between the Company and the other six executive officers.
10(j) Employment Agreement dated November 20, 1986 between the
Company and Mr. Lanny H. Michael, then Vice President,
Treasurer and Controller (incorporated by reference from
Exhibit 10(b) to the Company's Form 10-K for the year ended
December 31, 1986). The Company and its principal subsidiary,
ABX Air, Inc., have entered into substantially identical
agreements with most of their officers.
Other Material Contracts
-------------------------
10(k) $240,000,000 Revolving Loan Facility dated as of November 19,
1993 among the Company, as borrower, and Wachovia Bank of
Georgia, N.A., as agent, and Wachovia Bank of Georgia, N.A.,
ABN AMRO Bank N.V., United States National Bank of Oregon,
page 18
Seattle-First National Bank, CIBC, Inc., Continental Bank N.A.,
Bank of America National Trust and Savings Association, The
Bank of New York, NBD Bank, N.A., as banks (incorporated
herein by reference from Exhibit 10(k) to the Company's Form
10-K for the year ended December 31, 1993).
10(l) First Amendment to Revolving Loan Facility dated as of March
31, 1995 among the Company, as borrower, and Wachovia Bank of
Georgia, N.A., as Agent, and Wachovia Bank of Georgia, N.A.,
ABN AMRO Bank N.V., United States National Bank of Oregon,
Seattle-First National Bank, CIBC, Inc., National City Bank,
Columbus, Bank of America National Trust and Savings
Association, The Bank of New York, and NBD Bank, N.A., as
banks (incorporated by reference from Exhibit 10 to the
Company's Form 10-Q for the quarter ended March 31, 1995).
10(m) Shareholders Agreement entered into as of February 7, 1990,
among the Company, Mitsui & Co., Ltd., and Tonami
Transportation Co., Ltd., relating to joint ownership of
Airborne Express Japan, Inc. (incorporated herein by reference
from Exhibit 10(c) to the Company's Form 10-K for the year
ended December 31, 1989).
10(n) Used Aircraft Sales Agreement entered into as of December 22,
1995 between ABX Air, Inc. and KC-One, Inc; KC-Two, Inc.; and
KC-Three, Inc. Confidential treatment has been requested for
confidential commercial and financial information, pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934.
EXHIBIT NO. 11 Statement Re Computation of Per Share Earnings
- --------------------------------------------------------------
11 Statement re computation of earnings per share
EXHIBIT NO. 12 Statements Re Computation of Ratios
- ---------------------------------------------------
12 Statement re computation of ratio of senior long-term debt and
total long-term debt to total capitalization
EXHIBIT NO. 13 Annual Report to Security Holders
- -------------------------------------------------
13 Portions of the 1995 Annual Report to Shareholders of Airborne
Freight Corporation
EXHIBIT NO. 21 Subsidiaries of the Registrant
- ----------------------------------------------
21 The subsidiaries of the Company are listed in Part I of this
report on Form 10-K for the year ended December 31, 1995.
EXHIBIT NO. 23 Consents of Experts and Counsel
- -----------------------------------------------
23 Independent Auditors' Consent and Report on Schedule
page 19
EXHIBIT NO. 27 Financial Data Schedule
- ---------------------------------------
27 Financial Data Schedule
All other exhibits are omitted because they are not applicable, or
not required, or because the required information is included in the
consolidated financial statements or notes thereto.
(b) Reports on Form 8-K
--------------------
None
page 20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AIRBORNE FREIGHT CORPORATION
By /s/ Robert S. Cline
--------------------------
Robert S. Cline
Chief Executive Officer
By /s/ Robert G. Brazier
--------------------------
Robert G. Brazier
Chief Operating Officer
By /s/ Roy c. Liljebeck
--------------------------
Roy C. Liljebeck
Chief Financial Officer
By /s/ Lanny H. Michael
--------------------------
Lanny H. Michael
Treasurer and Controller
Date: March 26, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
/s/ Robert G. Brazier /s/ Richard M. Rosenberg
- ----------------------------- -----------------------------
Robert G. Brazier (Director) Richard M. Rosenberg (Director)
/s/ Robert S. Cline /s/ Andrew V. Smith
- ----------------------------- -----------------------------
Robert S. Cline (Director) Andrew V. Smith (Director)
/s/ Harold M. Messmer, Jr.
- -----------------------------
Harold M. Messmer, Jr. (Director)
page 21
AIRBORNE FREIGHT CORPORATION
AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
Balance at Charged to Balance at
Beginning Costs and End
Description of Period Expenses Deductions of Period
-------- -------- -------- -------- --------
DEDUCTED FROM ASSETS TO WHICH THEY APPLY:
1. Allowance for doubtful accounts -
Year Ended December 31, 1995 $7,500 $13,309 $13,059 $7,750
Year Ended December 31, 1994 $6,925 $12,631 $12,056 $7,500
Year Ended December 31, 1993 $6,801 $11,660 $11,536 $6,925
pgae 22
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------- ------------ -------
(a)3. Exhibits
- ---------------
A) The following exhibits are filed with this report:
EXHIBIT NO. 3 Articles of Incorporation and By-laws
- ----------------------------------------------------
3(a) The Restated Certificate of Incorporation of the --
Company, dated as of August 4, 1987
(incorporated herein by reference from Exhibit
3(a) to the Company's Form 10-K for the year
ended December 31, 1987).
3(b) The By-laws of the Company as amended to April --
26, 1994 (incorporated herein by reference from
Exhibit 3(b) to the Company's Form 8-K dated
April 26, 1994.
EXHIBIT NO. 4 Instruments Defining the Rights of Security Holders
- ------------------------------------------------------------------
Including Indentures
- --------------------
4(a) Indenture dated as of September 4, 1986, between --
the Company and Peoples National Bank of
Washington (now U.S. Bank of Washington), as
trustee (and succeeded by First Trust
Washington), relating to $25 million of the
Company's 10% Senior Subordinated Notes due 1996
(incorporated by reference from Exhibit 4(c) to
Amendment No. 1 to the Company's Registration
Statement on Form S-3, No. 33-6043, filed with
the Securities and Exchange Commission on
September 3, 1986).
4(b) Note Purchase Agreement dated September 3, 1986 --
among the Company and the original purchasers of
the Company's 10% Senior Subordinated Notes due
1996 (incorporated by reference from Exhibit
4(d) to Amendment No. 1 to the Company's
Registration Statement on Form S-3, No. 33-6043,
filed with the Securities and Exchange
Commission on September 3, 1986).
4(c) Indenture dated as of August 15, 1991, between --
the Company and Bank of America National Trust
and Savings Association, as Trustee, with
respect to the Company's 6-3/4% Convertible
Subordinated Debentures due August 15, 2001
(incorporated herein by reference from Exhibit 4
(i) to Amendment No. 1 to the Company's
Registration Statement on Form S-3 No. 33-42044
filed with the Securities and Exchange
Commission on August 15, 1991).
4(d) First Supplemental Trust Indenture dated as of --
June 30, 1994 between the Company and LaSalle
National Bank, as Successor Trustee, with
respect to the Company's 6-3/4% Convertible
Subordinated Debentures due August 15, 2001.
4(e) Indenture dated as of December 3, 1992, between --
the Company and Bank of New York, as trustee,
relating to the Company's 8-7/8% Notes due 2002
(incorporated herein by reference from Exhibit
4(a) to Amendment No. 1 to the Company's
Registration Statement on Form S-3, No. 33-54560
filed with the Securities and Exchange
Commission on December 4, 1992).
4(f) First Supplemental Indenture dated as of
September 15, 1995, between the Company and Bank
of New York, as trustee, relating to the
Company's 7.35% Notes due 2005 (incorporated by
reference from Exhibit 4(b) to Amendment No. 1
to the Company's Registration Statement on Form
S-3, No. 33-61329, filed with the Securities and
Exchange Commission on September 5, 1995).
4(g) Rights Agreement, dated as of November 20, 1986 --
between the Company and First Jersey National
Bank (predecessor to First Interstate Bank,
Ltd.), as Rights Agent (incorporated by
reference from Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated
November 28, 1986).
4(h) Certificate of Designation of Series A --
Participating Cumulative Preferred Stock Setting
Forth the Powers, Preferences, Rights,
Qualification, Limitations and Restrictions of
Such Series of Preferred Stock of the Company
(incorporated by reference from Exhibit 2 to the
Company's Registration Statement on Form 8-A,
dated November 28, 1986).
4(i) Form of Right certificate relating to the Rights --
Agreement (see 4(e) above, incorporated by
reference from Exhibit 3 to the Company's
Registration Statement on From 8-A, dated
November 28, 1986).
4(j) Letter dated January 5, 1990, from the Company --
to First Interstate Bank, Ltd. ("FIB"),
appointing FIB as successor Rights Agent under
the Rights Agreement dated as of November 20,
1986, between the Company and The First Jersey
National Bank (incorporated by reference from
Exhibit 4(c) to the Company's Form 10-K for the
year ended December 31, 1989).
4(k) Amendment to Rights Agreement entered into as of --
January 24, 1990, between the Company and First
Interstate Bank, Ltd. (incorporated herein by
reference from Exhibit 4(d) to the Company's
Form 10-K for the year ended December 31, 1989).
4(l) Third Amendment to Rights Agreement entered into --
as of November 6, 1991 between the Company and
First Interstate Bank, Ltd. (incorporated herein
by reference from Exhibit 4(a) to the Company's
Form 10-K for the year ended December 31, 1991).
4(m) 6.9% Cumulative Convertible Preferred Stock --
Purchase Agreement dated as of December 5, 1989,
among the Company, Mitsui & Co., Ltd., Mitsui &
Co. (U.S.A.), Inc., and Tonami Transportation
Co., Ltd. (incorporated herein by reference from
Exhibit 4(b) to the Company's Form 10-K for the
year ended December 31, 1989).
4(n) Amendments to the above Stock Purchase Agreement --
irrevocably waiving all demand registration
rights, relinquishing the right of Mitsui & Co.,
Ltd. to designate a representative to Airborne's
Board of Directors, and resignation of T. Kokai
from said Board (incorporated herein by
reference from Amendment No. 1 to Schedule 13D
of Mitsui & Co., Ltd., Intermodal Terminal, Inc.
(assignee of Mitsui & Co. (U.S.A.), Inc.) and
Tonami Transportation Co., Ltd., filed with the
Securities & Exchange Commission on December 21,
1993).
4(o) Certificate of Designation of Preferences of Pre --
ferred Shares of Airborne Freight Corporation,
as filed on January 26, 1990, in the Office of
the Secretary of the State of Delaware
(incorporated herein by reference from Exhibit
4(a) to the Company's Form 10-K for the year
ended December 31, 1989).
EXHIBIT NO. 10 Material Contracts
- -----------------------------------
Executive Compensation Plans and Agreements
- --------------------------------------------
10(a) 1979 Airborne Freight Corporation Key Employee --
Stock Option and Stock Appreciation Rights Plan,
as amended through February 2, 1987
(incorporated by reference from Exhibit 10(d) to
the Company's Form 10-K for the year ended
December 31, 1986).
10(b) 1983 Airborne Freight Corporation Key Employee --
Stock Option and Stock Appreciation Rights Plan,
as amended through February 2, 1987
(incorporated by reference from Exhibit 10(c) to
the Company's Form 10-K for the year ended Decem
ber 31, 1986).
10(c) 1989 Airborne Freight Corporation Key Employee --
Stock Option and Stock Appreciation Rights Plan
(incorporated herein by reference from Exhibit
10(d) to the Company's Form 10-K for the year
ended December 31, 1989).
10(d) 1994 Airborne Freight Corporation Key Employee --
Stock Option and Stock Appreciation Rights Plan
(incorporated herein by reference from the
Addendum to the Company's Proxy Statement for
the 1994 Annual Meeting of Shareholders).
10(e) Airborne Freight Corporation Directors Stock --
Option Plan (incorporated herein by reference
from the Addendum to the Company's Proxy
Statement for the 1991 Annual Meeting of
Shareholders).
10(f) Airborne Express Executive Deferral Plan dated --
January 1, 1992 (incorporated by reference from
Exhibit 10(b) to the Company's Form 10-K for the
year ended December 31, 1991).
10(g) Airborne Express Supplemental Executive --
Retirement Plan dated January 1, 1992
(incorporated by reference from Exhibit 10(c) to
the Company's Form 10-K for the year ended
December 31, 1991).
10(h) Airborne Express 1995-1999 Executive Incentive --
Compensation Plan (incorporated by reference
from Exhibit 10(i) to the Company's Form 10-K
for the year ended December 31, 1994).
10(i) Employment Agreement dated December 15, 1983, as --
amended November 20, 1986, between the Company
and Mr. Robert G. Brazier, President and Chief
Operating Officer (incorporated by reference
from Exhibit 10(a) to the Company's Form 10-K
for the year ended December 31, 1986).
Identical agreements exist between the Company
and the other six executive officers.
10(j) Employment Agreement dated November 20, 1986 --
between the Company and Mr. Lanny H. Michael,
then Vice President, Treasurer and Controller
(incorporated by reference from Exhibit 10(b) to
the Company's Form 10-K for the year ended
December 31, 1986). In addition, the Company's
and its principal subsidiary, ABX Air, Inc., has
entered into substantially identical agreements
with most of their officers.
Other Material Contracts
-------------------------
10(k) $240,000,000 Revolving Loan Facility dated as of --
November 19, 1993 among the Company, as
borrower, and Wachovia Bank of Georgia, N.A., as
agent, and ABN AMRO Bank N.V., United States
National Bank of Oregon, Seattle-First National
Bank, CIBC Inc., Continental Bank N.A., Bank of
America National Trust and Savings Association,
The Bank of New York, NBD Bank, N.A., as banks
(incorporated herein by reference from Exhibit
10(k) to the Company's Form 10-K for the year
ended December 31, 1993).
10(l) First Amendment to Revolving Loan Facility dated --
as of March 31, 1995 among the Company, as
borrower, and Wachovia Bank of Georgia, N.A., as
Agent, and Wachovia Bank of Georgia, N.A., ABN
AMRO Bank N.V., United States National Bank of
Oregon, Seattle-First National Bank, CIBC, Inc.,
National City Bank, Columbus, Bank of America
National Trust and Savings Association, The Bank
of New York, and NBD Bank, N.A., as banks
(incorporated by reference from Exhibit 10 to
the Company's Form 10-Q for the quarter ended
March 31, 1995).
10(m) Shareholders Agreement entered into as of --
February 7, 1990, among the Company, Mitsui &
Co., Ltd., and Tonami Transportation Co., Ltd.,
relating to joint ownership of Airborne Express
Japan, Inc. (incorporated herein by reference
from Exhibit 10(c) to the Company's Form 10-K
for the year ended December 31, 1989).
10(n) Used Aircraft Sales Agreement entered into as of
December 22, 1995 between ABX Air, Inc. and KC-
One, Inc; KC-Two, Inc.; and KC-Three, Inc.
Confidential treatment has been requested for
confidential commercial and financial
information, pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.
EXHIBIT NO. 11 Statement Re Computation of Per Share Earnings
- ---------------------------------------------------------------
11 Statement re computation of earnings per share --
EXHIBIT NO. 12 Statements Re Computation of Ratios
- ----------------------------------------------------
12 Statement re computation of ratio of senior long- --
term debt and total long-term debt to total
capitalization
EXHIBIT NO. 13 Annual Report to Security Holders
- --------------------------------------------------
13 Portions of the 1995 Annual Report to --
Shareholders of Airborne Freight Corporation
EXHIBIT NO. 21 Subsidiaries of the Registrant
- -----------------------------------------------
21 The subsidiaries of the Company are listed in --
Part I of this report on Form 10-K for the year
ended December 31, 1995.
EXHIBIT NO. 23 Consents of Experts and Counsel
- ------------------------------------------------
23 Independent Auditors' Consent and Report on --
Schedules
EXHIBIT NO. 27 Financial Data Schedule
- ----------------------------------------
27 Financial Data Schedule --
All other exhibits are omitted because they are not applicable, or
not required, or because the required information is included in the
consolidated financial statements or notes thereto.
(b) Reports on Form 8-K
--------------------
None --