8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 15, 2003

AIRBORNE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-6512	91-065027
(State or Other Jurisdiction	Commission file number	(I.R.S. Employer
of  Incorporation)		Identification No.)

3101 Western Avenue, PO Box 662, Seattle, Washington 98111

(Address of Principal Executive Offices, Zip Code)

(206) 285-4600

(Registrant’s Telephone Number, Including Area Code)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits.

The following exhibits are furnished pursuant to Item 9 and Item 12 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934:

Exhibit No.	Exhibit
99.1	Press Release dated April 15, 2003
99.2	Press Release dated April 30, 2003

Item 9. Regulation FD Disclosure

The following information required by Item 12 is being reported under Item 9 in accordance with the Securities and Exchange Commission’s interim guidance.

On April 15, 2003, the registrant publicly disseminated a press release previewing certain of its financial results for the quarter ended March 31, 2003. On April 30, 2003, the registrant publicly disseminated another press release announcing certain of its financial results for that quarter. A copy of these press releases is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AIRBORNE, INC.
Dated: April 30, 2003	By	/s/    LANNY H. MICHAEL
		Lanny H. Michael, Executive Vice President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

AIRBORNE PREVIEWS FIRST QUARTER RESULTS

SEATTLE, WA — April 15, 2003

Airborne, Inc. (NYSE: ABF) (www.airborne.com) today announced that despite significant growth in domestic ground volumes, the company expects to report a loss in the first quarter due primarily to costs related to the announced strategic transaction and higher operating expenses. Operating costs were driven up by extreme winter weather conditions, escalating fuel costs, and increased corporate costs. The company expects to report a net loss of ($0.12) to ($0.17) per share in the first quarter. The current first quarter First Call analyst consensus estimate is for a net profit of $0.09 per share. Airborne is scheduled to report final first quarter results on April 30, 2003.

“Overall domestic shipment volume increased approximately 3.5% over the first quarter last year due to excellent growth in GDS, our Ground Delivery Service,” stated Carl Donaway, Chairman and CEO. “GDS volumes averaged about 220,000 shipments per day in the first quarter, above our target of 210,000 per day. Our @home service is in line to meet targets with volumes increasing 11% from a year ago to 103,000 shipments per day. Core Air Express products, impacted by adverse winter weather throughout much of the United States and the sluggish economy, have remained under pressure as anticipated, decreasing an estimated 8% by volume from the first quarter last year.”

“As anticipated, operating costs rose in the first quarter due in part to increased corporate costs and transportation costs related to higher ground shipment volumes,” stated Lanny Michael, Executive Vice President and CFO. “Operating costs were also impacted by the severe weather conditions and the continued rise in fuel prices. As we anticipated, corporate costs related to pension and insurance increased by $5 million over the first quarter last year. In addition, legal and professional fees associated with the planned merger with DHL and separation of ABX Air were approximately $6 million in the quarter. While we will show reasonable labor productivity improvement in the first quarter, productivity was impacted by the weather, and modest wage inflation will offset some of these productivity gains.”

Fuel costs rose significantly, reaching $1.21 per gallon in March with an average price of $1.12 in the first quarter, compared to $0.71 in the first quarter of last year. The resulting jet fuel cost increase of approximately $14 million was only partially offset by increased revenues from fuel surcharges. Increased GDS volumes have increased truck linehaul expenses as well, reflecting the company’s shift in business mix.

“The international segment is expected to show a modest increase in revenues despite the seasonal slowdown typical in the first quarter,” Donaway added. “As a result of our continued focus on yield management and cost controls, operating results will also show an improvement over the first quarter last year.”

Airborne expects to report complete first quarter results on the morning of April 30, 2003, and management will host a conference call at 7:30 am PDT to discuss the quarter. The webcast of the live call and replay can be found at www.airborne.com, or the live call can be accessed by dialing (877) 679-9045 domestically or (952) 556-2802 internationally. The replay will be available for one week at (800) 615-3210 domestically or (703) 326-3020 internationally, both using access code 105459#.

For more than 50 years, Airborne, Inc. and its subsidiaries have served the shipping needs of business customers around the world. Today, Airborne offers total distribution solutions by providing time-sensitive delivery of documents, letters, small packages, and freight to virtually every U.S. ZIP code and more than 200 countries. Customers For more than 50 years, Airborne, Inc. and its subsidiaries have served the shipping needs of business customers around the world. Today, Airborne offers total distribution solutions by providing time-sensitive delivery of documents, letters, small packages, and freight to virtually every U.S. ZIP code and more than 200 countries. Customers can select from a variety of services including Same Day, Airborne 10:30 AM, Express AM, Next Afternoon, Two Day, Ground, International Express and Freight, Ocean Service, and logistics management.

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, and the company’s actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, developing and maintaining customer relationships, successfully implementing new concepts, competition, fuel prices, the geo-political environment, and the ability of Airborne’s management to successfully and cost-effectively

implement the strategic transaction process. Additional information on these and other factors, which could affect the company’s financial results, is included in its Securities and Exchange Commission filings. Finally, there may be other factors not mentioned above or included in the company’s SEC filings that may cause actual results to differ materially from any forward-looking statements.

For more information contact:

Investor Relations: Lanny Michael, (206) 281-1003 Lanny.michael@airborne.com

Media/Public Relations: Robert Mintz, (206) 830-3185 Robert.mintz@airborne.com

EX-99.2

Exhibit 99.2

Airborne Reports First Quarter Results

SEATTLE – April 30, 2003 – Airborne, Inc. (NYSE: ABF) today reported a net loss of $5.6 million, or $.12 per share in the first quarter, compared to net income of $5.3 million, or $.11 per share in the first quarter of 2002. In the quarter ended March 31, 2003, operating costs were much higher than expected due to escalating fuel costs, expenses associated with the announced merger with DHL, and costs related to the extreme weather conditions. Also, as anticipated, corporate costs related to pension and employee healthcare were significantly higher than in the first quarter last year.

“Operating expenses were negatively impacted this quarter by the rise in fuel costs and from unplanned expenses related to the severe winter weather,” stated Carl Donaway, Chairman and CEO. “Combined with the expenses related to our announced strategic transaction with DHL and a charge related to the Federal Stabilization Act compensation, the impact of these items on operating earnings this quarter was approximately $20.3 million, or $.25 per share after tax.”

On March 25, 2003, Airborne announced plans to sell its ground operations network to DHL and separate its airline, ABX Air, into a separate, publicly traded company that will be wholly owned by ABF shareholders upon closing of the transaction. “We are excited about the opportunity to create a strong third competitor in the U.S. express delivery market and bring the benefits of intensified competition and enhanced service to customers,” stated Donaway. “This transaction is structured to clearly meet all regulatory requirements, and we are vigorously working towards completing our planned regulatory filings. I am optimistic that we will complete the regulatory process on a timely basis and meet our goal of closing the transaction in the third quarter of this year.”

Results for the first quarter of 2003 included a one time charge of $650,000, equating to $.01 per share after-tax, related to the finalization of the filing with the Department of Transportation regarding the computation of compensation due the Company under the Air Transportation Safety and System Stabilization Act. The charge reflects the difference between the $12.3 million Airborne ultimately received under the Act, and amounts previously recorded in 2001. Results for the first quarter of 2002 included a one-time credit of $1.7 million, or $.02 per share after tax, related to the gain on the sale of securities.

Total domestic shipment volumes increased 3.5% from the first quarter of last year due to the strong growth in the ground product. Ground Delivery Service (GDS) volumes averaged 220,000 shipments per day in the first quarter, exceeding management’s target of 210,000 per day and up significantly from the average of 92,000 shipments per day in the first quarter of last year. Volumes increased 10.7% to 103,000 shipments per day for the airborne@home service, in line with the expectations set at the beginning of the year. Core air express shipments, impacted by the sluggish economy and adverse winter weather, decreased 8.0% from the first quarter of last year.

Airborne’s revenues totaled $825 million for the first quarter of 2003, compared to $791 million in the first quarter last year. Domestic revenues increased 4.2% to $744 million, compared to $714 million a year ago, and average revenue per domestic shipment improved about 1.0% to $8.63 in the quarter, compared to $8.55 a year ago. International revenues increased 5.3% to $80 million in the first quarter compared to $76 million last year. Total international volume decreased 2.1% in the quarter, although revenue per shipment rose 7.5% to $58.02. The international segment recorded a loss of $1.7 million in the first quarter of 2003, the same as a year ago.

“Higher general and administrative costs were a significant drag on profitability in the first quarter,” added Lanny Michael, Executive Vice President and CFO. “In addition to the professional and legal costs of $6.0 million associated with our announced merger with DHL, pension and employee healthcare costs, as expected, increased by $7.7 million over a year ago.” These increased costs were partially offset by a credit of $2.6 million from insurance recoveries related to the disruption of business after the events of September 11, 2001. “The adverse winter weather, particularly in the Midwest and Northeast, had negative effects on our labor productivity and shipment volumes,” stated Michael. “The weather also resulted in incremental operating costs in areas such as facility and deicing costs, which increased by $4.7 million compared to a year ago. Despite the impact of the weather, productivity, as measured by shipments per employee hour paid, improved 3.7% over the first quarter of last year.

Fuel costs rose significantly, reaching $1.21 per gallon in March with an average price of $1.12 in the first quarter, compared to $0.71 in the first quarter of last year. Fuel consumption for the first quarter decreased 4.9% to 36.5 million gallons, yet fuel related costs, net of an increase in fuel surcharge revenues, increased by $9.0 million over the first quarter of 2002.

At March 31, 2003, total cash and cash equivalents, including restricted cash, totaled $378 million, compared to $376 million at year-end 2002. Total capital expenditures were $50 million in the first quarter, which included the acquisition of two Boeing 767 aircraft. In April of 2003, the Company amended its revolving credit facility, which resulted in revised financial covenants and a reduction of the facility to $200 million from $275 million. Airborne was in compliance with all revised financial covenants at March 31, 2003.

Outlook:

“Looking ahead, our focus will be on maintaining our business position, controlling costs, and increasing sales and labor productivity,” stated Donaway. “The economy does not appear to be showing signs of any sustained strength. As a result, the outlook for the near term remains cautious. Air express volumes for 2003 are expected to be down for the year-over-year periods, including the second quarter of 2003. We are targeting 220,000 to 230,000 GDS shipments per day, and 100,000 to 110,000 airborne@home shipments per day in the second quarter.”

“We expect continued operating performance pressure in 2003 from higher operating costs, due in part to higher GDS shipment volumes, increased pension and employee healthcare costs, and higher fuel costs,” Michael added. “The level of legal and professional expenses in 2003 are expected to remain higher than in 2002 due to the ongoing work related to the DHL transaction. Fuel prices, while having abated some from the March 2003 peak, will likely remain higher than levels experienced in the second quarter of last year. While the increased revenue fuel surcharge rates implemented in 2003 should help mitigate the increase in fuel costs, it may be difficult to completely offset incremental fuel costs compared to last year.”

Airborne management will host a conference call at 7:30 am PDT today to discuss the first quarter operational results. The webcast of the live call and replay can be found at www.airborne.com, or the live call can be accessed by dialing (877) 679-9045 domestically or (952) 556-2802 internationally. The replay will be available for one week at (800) 615-3210 domestically or (703) 326-3020 internationally, both using access code 105459#.

For more than 50 years, Airborne, Inc. and its subsidiaries have served the shipping needs of business customers around the world. Today, Airborne offers total distribution solutions by providing time-sensitive delivery of documents, letters, small packages, and freight to virtually every U.S. ZIP code and more than 200 countries. Customers can select from a variety of services including Same Day, Airborne 10:30 AM, Express AM, Next Afternoon, Two Day, Ground, International Express and Freight, Ocean Service, and logistics management.

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward-looking statements. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking information. Factors that might cause such a difference include, but are not limited to, the ability to anticipate fuel costs, shipping volumes, and transaction-related expenses, success of international shipping and cost cutting initiatives, improving operating margins and productivity, realignment and overhead reduction efforts, regulatory and government policy, changes in customers’ shipping patterns, liquidity issues, and risks associated with maintaining a fleet of aircraft.

CONTACT:

Investor Relations: Lanny Michael, Chief Financial Officer, 206-830-1003

Media/News: Public Relations – Robert Mintz, 206-830-3185

(more)

AIRBORNE, INC.

FINANCIAL RESULTS

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31
	2003			2002
Revenues:
Domestic	$	744,395		$	714,139
International		80,475			76,453
		824,870			790,592
Operating Expenses:
Transportation Purchased		265,536			249,031
Station and Ground Operations		279,488			264,119
Flight Operations and Maintenance		142,143			125,366
General and Administrative		72,992			65,486
Sales and Marketing		21,774			22,276
Depreciation and Amortization		44,442			49,121
Federal Legislation Compensation		650			—
		827,025			775,399
Earnings (Loss) from Operations		(2,155	)		15,193
Other Income (Expense):
Interest income		1,096			808
Interest expense		(7,179	)		(7,679	)
Discount on Sales of Receivables		(1,059	)		(1,305	)
Other		(64	)		1,896
Earnings (Loss) Before Income Taxes		(9,361	)		8,913
Income Tax (Expense) Benefit		3,773			(3,645	)
Net Earnings (Loss)	$	(5,588	)	$	5,268
Net Earnings (Loss) per Share:
Basic–	$	(0.12	)	$	0.11
Diluted–	$	(0.12	)	$	0.11
Diluted Average Shares Outstanding		48,445			48,589
Capital Expenditures	$	50,179		$	27,199
Segment Earnings from Operations:
Domestic	$	(423	)	$	16,932
International		(1,732	)		(1,739	)
Total	$	(2,155	)	$	15,193

AIRBORNE, INC.

BALANCE SHEETS

(in thousands)

	March 31 2003		December 31 2002
	(unaudited)
Assets:
Cash	$	327,060	$	339,900
Restricted Cash		51,430		36,333
Trade Accounts Receivable		153,268		169,880
Other Current Assets		112,780		100,698
Total Current Assets		644,538		646,811
Property and Equipment, Net		1,191,692		1,181,430
Equipment Deposits and Other Assets		47,347		50,845
Total Assets	$	1,883,577	$	1,879,086
Liabilities and Shareholders’ Equity:
Current Liabilities	$	410,253	$	403,381
Long-Term Obligations		370,844		370,091
Other Long-Term Liabilities		270,063		266,451
Shareholders’ Equity, Net		832,417		839,163
Total Liabilities & Shareholders’ Equity	$	1,883,577	$	1,879,086

OPERATING STATISTICS

	Three Months Ended March 31
	2003		2002
Shipments (in thousands):
Domestic
Overnight		37,311		39,917
Next Afternoon		12,180		13,185
Second Day Service		16,187		18,323
Ground Delivery Service		13,854		5,790
airborne@home		6,494		5,866
Total Domestic		86,026		83,081
International
Express		1,318		1,330
Freight		69		87
Total International		1,387		1,417
Total Shipments		87,413		84,498
Average Pounds per Shipment:
Domestic		5.09		4.44
International		56.33		55.43
Average Revenue per Pound:
Domestic	$	1.68	$	1.88
International	$	1.01	$	0.95
Average Revenue per Shipment:
Domestic	$	8.63	$	8.55
International	$	58.02	$	53.95
Operating Days		63		63