8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 25, 2005

ABX AIR, INC.

(Exact name of registrant as specified in its charter)

DE	0-50368	91-1091619
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (937) 382-5591

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On February 25, 2005, ABX Air issued a press release relating to its results for the quarter ended December 31, 2004. Please see the reconciliation of GAAP financial measures to Non-GAAP financial measures contained in an exhibit to the release. A copy of the press release is furnished herewith as Exhibit 99.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99	Press release issued by ABX Air on February 25, 2005.

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 thereunto duly authorized.

ABX AIR, INC.
By:	/s/ Quint Turner
	Quint Turner
	Chief Financial Officer

Date: February 25, 2005

Exhibit Index

Exhibit No.	Description
EX-99	ABX Air, Inc. Press Release dated February 25, 2005

EX-99

EXHIBIT 99

ABX Air, Inc. Reports Increase in Fourth Quarter and Annual Earnings

WILMINGTON, Ohio –February 25, 2005 – ABX Air, Inc. (OTC: ABXA.OB) reported today increased earnings for both the quarter and year ended December 31, 2004.

For the fourth quarter of 2004, ABX reported revenue of $361.4 million and net earnings of $18.1 million, or $0.31 cents per diluted share. For the fourth quarter of 2003, ABX posted revenues of $274.1 million and net earnings of $7.6 million, or $0.13 per diluted share.

For the year ended December 31, 2004, ABX reported revenue of $1.20 billion and net earnings of $37.0 million, or $0.63 per diluted share. For the year ended December 31, 2003, ABX posted revenues of $1.16 billion and a net loss of ($446.9) million, or ($8.52) per diluted share. The loss resulted from a $466.1 million impairment charge, net of tax benefit, taken during the third quarter of 2003. Excluding the impairment charge, 2003 net earnings were $19.2 million, or $0.33 per diluted share. The impairment charge was taken after ABX was separated from its former parent, Airborne, Inc. (“Airborne”) on August 15, 2003, in conjunction with the acquisition of Airborne by DHL Worldwide Express B.V.

Comparisons between 2004 and 2003 financial results are complicated by the separation from Airborne in August of 2003, and the differences in ABX’s contractual mark-up and cost structure before and after the separation. Comparisons of fourth quarter net earnings are further complicated due to the shortened period during which mark-ups under ABX’s contractual arrangements with DHL were applied in 2003.

Results Associated with the DHL Contracts

ABX’s net earnings of $18.1 million during the fourth quarter of 2004 included $16.0 million from its two contracts with DHL. Under the aircraft, crew, maintenance and insurance agreement (“ACMI agreement”) and hub and line-haul services agreement (“Hub Services agreement”), ABX earns a base mark-up of 1.75% on eligible costs and can earn incremental mark-up for meeting certain quarterly cost-related goals and annual cost-related and service goals. Any mark-up earned from attainment of the annual cost-related and service goals is recognized in the fourth quarter. ABX’s fourth quarter 2004 net earnings of $16.0 million from the two contracts include $4.4 million from the base mark-up and $11.6 million from the incremental mark-up goals. The incremental mark-up earned consisted of $0.7 million from attainment of the quarterly cost goal under the ACMI agreement and $10.9 million earned from the annual cost and service goals from the two agreements. Net earnings for the fourth quarter of 2003 included $2.6 million of incremental mark-up from cost and service goals. During 2003, incremental mark-ups for service goals and certain cost goals were applied to costs incurred only during the 138 days after the separation from Airborne.

For the year ended December 31, 2004, ABX’s net earnings of $37.0 million included $30.2 million from the two contracts with DHL. The base mark-up accounted for $15.8 million of the net earnings, while the incremental cost and service mark-up goals totaled an additional $14.4 million.

Performance Versus Quarterly Cost-Related Goals:

Under the two commercial agreements with DHL, ABX has the potential to earn incremental mark-up each quarter based on achieving certain cost-related goals. During the fourth quarter of 2004, ABX earned $0.7 million or 50.4% of the maximum incremental mark-up available under the two contracts for performance against quarterly cost-related targets. While the maximum incremental mark-up was achieved on the quarterly cost goal under the ACMI agreement, no incremental mark-up was earned under the Hub Services agreement during the fourth quarter. Higher than forecasted package volumes, which drove greater than planned labor and truck line haul costs, were the primary factors which negatively impacted ABX’s performance versus the quarterly cost-related goal for the Hub Services agreement. In addition, unusually severe weather conditions during December at the main sort hub in Wilmington, Ohio resulted in unanticipated labor hours, over-time premiums, and increased truck line haul costs.

Packages handled during the fourth quarter 2004 totaled 161.9 million, a 29.0% increase compared to fourth quarter 2003 package volumes, and a 22.2% increase as compared to third quarter 2004 volumes. “While the stronger than forecasted package volumes are an encouraging sign, the greater than anticipated growth combined with adverse weather presented a significant challenge,” stated Joe Hete, President and CEO.

Performance Versus Annual Cost-Related and Service Goals:

The two commercial agreements with DHL allow ABX to earn additional incremental mark-up for meeting certain annual cost and service goals. Incremental mark-up earned on the annual goals is only recognized in the fourth quarter. During the fourth quarter of 2004, ABX earned $4.0 million or 100% of the maximum available incremental mark-up from the annual cost incentive under the ACMI agreement, and $2.7 million or 75.9% of the maximum annual cost incentive under the Hub Services agreement.

During the fourth quarter of 2004, ABX recognized revenue from the annual service incentive in the ACMI agreement of $0.9 million, or 80% of the maximum available. Mark-up earned in the fourth quarter from the annual service incentives under the Hub Services agreement totaled $3.3 million, or 100% of the maximum available under that contract.

Non-DHL Results

Non-DHL revenues grew to $12.7 million in the fourth quarter of 2004 and $26.7 million for the year, compared to $3.5 million and $11.6 million for the corresponding 2003 periods. Earnings from non-DHL business increased by $0.8 million to $2.1 million for the fourth quarter, and by $4.0 million to $6.8 million for the year, compared to a year ago. Non-DHL revenues in the fourth quarter of 2004 grew 86.7% compared to the third quarter of 2004 primarily due to a contract awarded to ABX by the US Postal Service (“USPS”) to manage an air network to transport mail during the 2004 holiday season. Profit margins on non-DHL revenues were 16.2% and 25.4% for the fourth quarter of 2004 and year, respectively. The lower profit margin in the fourth quarter of 2004, as compared to prior 2004 quarters, reflects the impact of the change in the revenue mix, caused primarily by the additional USPS business. (See also the footnote on the exhibit entitled “Earnings Summary” regarding the allocation of overhead costs with respect to non-DHL business.)

“One of our goals for 2004 was to significantly increase our revenue and net earnings from non-DHL business,” Hete said. “We accomplished that goal by more than doubling both and have made excellent progress at building relationships with customers who can leverage our core competencies. We view 2004 as a successful first step at diversifying our revenue stream, while at the same time maintaining focus on providing value to our largest customer.”

Plans for Reduced DHL Airlift Requirements in 2005

As announced by the Company in the third quarter earnings release on November 9, 2004, ABX received 2005 budget planning assumptions from DHL that call for a reduction in the airlift provided by the Company of 26 aircraft (16 DC9s and 10 DC8s) by the end of 2005. Operating results for 2004 were not impacted by the airlift reduction plans. The current planning information provided by DHL indicates that 7 of the 26 aircraft (3 DC9s and 4 DC8s) will be removed during the first quarter of 2005, with the remaining 19 aircraft removed by the end of the year. The number of affected aircraft and the timing of planned reductions are subject to change. Accordingly, management cannot predict whether the number of aircraft ultimately removed during 2005 will be greater or less than the aforementioned 26 aircraft. Projections relevant to the impact of the aircraft reductions (when fully implemented) upon the Company’s revenues, cash flows and net earnings were included in the third quarter 2004 earnings release and 10-Q filing.

Other Items/Outlook

The Consolidated Condensed Balance Sheets at year-end 2004 shown on the attached exhibit reflect a $49.2 million increase in accounts receivable from December 31, 2003. This increase is due primarily to the increase in DHL business activity during the fourth quarter 2004, which resulted in actual expenses exceeding funded expenses (which are based on budget) during the quarter. The difference between the actual and funded DHL contractual expenses as well as the DHL incremental mark-ups earned during the fourth quarter account for $46.1 million of the increase. A receivable from the USPS related to the December air network accounts for an additional $4.5 million of the increase in accounts receivable versus the December 31, 2003 balance. The majority of these receivables have been paid since year-end 2004, and the balance is anticipated to be collected within 30 days.

“2005 will be another eventful year for ABX, as DHL consolidates its main base of operations at its airport here in Wilmington and seeks to further grow its domestic market share,” Hete said. “We look forward to providing value to our largest customer as it builds its infrastructure, while also seeking opportunities to diversify our revenue.”

ABX Air, Inc. is a cargo airline with a fleet of 115 in-service aircraft that operates out of Wilmington, Ohio, and 18 hubs throughout the United States. ABX became an independent public company effective August 16, 2003, as a result of the separation from its former parent company, Airborne, Inc., which was acquired by DHL Worldwide Express B. V. In addition to providing airlift capacity and sort center staffing to DHL Express (USA), Inc., a wholly owned subsidiary of DHL Holdings (USA), Inc., ABX provides charter and maintenance services to a diverse group of customers. With over 7,000 employees, ABX is the largest employer in a several county area in southwestern Ohio.

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. ABX Air, Inc.’s actual results may differ materially from the results discussed in the forward-looking statements. There are a number of important factors that could cause ABX’s actual results to differ materially from those indicated by such forward-looking statements. These factors include but are not limited to a significant reduction in the scope of services under the commercial agreements with DHL, maintaining cost and service level performance, the ability to generate revenues from sources other than DHL and other factors that are contained from time to time in ABX’s filings with the U.S. Securities and Exchange Commission, including ABX’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should carefully review this release and should not place undue reliance on ABX’s forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this release. ABX undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

ABX AIR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended December 31						Twelve Months Ended December 31
	2004			2003			2004			2003
REVENUES	$	361,361		$	274,065		$	1,202,509		$	1,160,959
OPERATING EXPENSES:
Salaries, wages and benefits		139,266			119,771			500,831			472,028
Purchased line haul		78,842			49,929			233,367			172,126
Fuel		63,825			38,539			197,879			150,454
Maintenance, materials and repairs		26,330			26,816			108,425			114,032
Depreciation and amortization		9,505			9,180			36,817			98,503
Landing and ramp		6,775			6,254			23,040			27,385
Rent		2,386			1,653			6,993			9,748
Other operating expenses		14,528			11,995			50,159			74,978
Impairment charge		—			—			—			600,871
		341,457			264,137			1,157,511			1,720,125
EARNINGS (LOSS) FROM OPERATIONS		19,904			9,928			44,998			(559,166	)
INTEREST EXPENSE		(2,124	)		(2,453	)		(8,956	)		(16,517	)
INTEREST INCOME		288			138			931			138
EARNINGS (LOSS) BEFORE INCOME TAX BENEFIT		18,068			7,613			36,973			(575,545	)
INCOME TAX BENEFIT		—			—			—			128,644
NET EARNINGS (LOSS)	$	18,068		$	7,613		$	36,973		$	(446,901	)
EARNINGS PER SHARE:
Basic earnings (loss) per share	$	0.31		$	0.14		$	0.63		$	(8.52	)
Diluted earnings (loss) per share	$	0.31		$	0.13		$	0.63		$	(8.52	)
WEIGHTED AVERAGE SHARES:
Basic		58,270			53,562			58,270			52,474
Diluted		58,270			58,521			58,270			52,474

ABX AIR, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

	December 31, 2004		December 31, 2003
ASSETS:
Cash	$	38,749	$	65,741
Accounts receivable, net		54,677		5,482
Other current assets		17,595		18,763
Total Current Assets		111,021		89,986
Property and equipment, net		351,646		312,803
Other assets		10,256		10,317
Total Assets	$	472,923	$	413,106
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities	$	142,569	$	113,140
Long-term Obligations		242,405		241,300
Stockholders’ Equity		87,949		58,666
Total Liabilities and Stockholders’ Equity	$	472,923	$	413,106

ABX AIR, INC.

EARNINGS SUMMARY

(In thousands)

	For the Three Months Ended December 31, 2004
	DHL								Customers other than DHL		Total
	ACMI		Hub Services		Other Reimbursable		Subtotal
Revenues:
Base	$	118,585	$	139,722	$	78,810	$	337,117	$	12,676	$	349,793
Quarterly incremental mark-up		691		—		—		691		—		691
Annual incremental mark-up		4,967		5,910		—		10,877		—		10,877
Total revenues		124,243		145,632		78,810		348,685		12,676		361,361
Operating expenses		115,062		137,318		78,457		330,837		10,620		341,457
Interest expense, net		1,483		—		353		1,836		—		1,836
Total expense		116,545		137,318		78,810		332,673		10,620		343,293
Earnings	$	7,698	$	8,314	$	—	$	16,012	$	2,056	$	18,068
	For the Twelve Months Ended December 31, 2004
	DHL								Customers other than DHL		Total
	ACMI		Hub Services		Other Reimbursable		Subtotal
Revenues:
Base	$	475,826	$	440,602	$	244,935	$	1,161,363	$	26,705	$	1,188,068
Quarterly incremental mark-up		2,309		1,255		—		3,564		—		3,564
Annual incremental mark-up		4,967		5,910		—		10,877		—		10,877
Total revenues		483,102		447,767		244,935		1,175,804		26,705		1,202,509
Operating expenses		461,750		433,024		242,802		1,137,576		19,935		1,157,511
Interest expense, net		5,892		—		2,133		8,025		—		8,025
Total expense		467,642		433,024		244,935		1,145,601		19,935		1,165,536
Earnings	$	15,460	$	14,743	$	—	$	30,203	$	6,770	$	36,973

The results above for customers other than DHL do not reflect an allocation of overhead costs. The provisions of the commercial agreements with DHL do not require an allocation of overhead until such time as ABX derives more than 10% of its total revenue from non-DHL business.

ABX AIR, INC.

RECONCILIATION OF GAAP FINANCIAL MEASURES TO

NON-GAAP FINANCIAL MEASURES

(In thousands, except per share data)

This communication release includes a non-GAAP measure of net income for 2003 operating results that excludes the impairment charge and the tax effects related to our separation from Airborne, Inc. on August 15, 2003. Excluding the impairment charge, net of tax, is important when comparing operating results among periods and forming expectations about our future operating results. The table below presents a reconciliation of our non-GAAP measures to the most directly comparable GAAP measures.

	For the Twelve Months Ended December 31, 2003
GAAP net loss	$	(446,901	)
Unusual items:
Impairment charge		600,871
Tax benefit on impairment charge		(134,738	)
Non-GAAP net earnings	$	19,232
GAAP diluted loss per share	$	(8.52	)
Effect of unusual items, net of tax		8.88
Effect of anti-dilutive equivalent shares		(0.03	)
Non-GAAP diluted EPS	$	0.33