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): June 5, 2007

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))

Item 7.01 Regulation FD Disclosure.

On June 5-7, 2007, ABX Air, Inc. (the “Corporation”) will be holding a series of meetings with investors for the purpose of giving an overview of the Corporation, its results for fiscal year 2006 and the first quarter of 2007, as well as its future growth strategy. The slides shown during the investor presentations are attached as Exhibit 99 and are incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99	Slide presentation materials of the Corporation dated June 2007.

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/ W. Joseph Payne
	W. Joseph Payne
	Vice President General Counsel & Secretary

Date: June 5, 2007

EX-99

Investor

Meetings

June 5-7, 2007

NASDAQ: ABXA

Exhibit 99

Safe Harbor Statement

Except for historical information contained herein, the matters discussed in this

presentation 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. A number of important factors could cause the

Company's actual results to differ materially from those indicated by such forward-

looking statements. These factors include, but are not limited to, reductions 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 Air's filings with

the

U.S.

Securities

and

Exchange

Commission,

including

ABX

Air's

Annual

Report

on Form 10-K and Quarterly Reports on Form 10-Q. Readers should carefully review

this presentation and should not place undue reliance on the Company's forward-

looking statements. These forward-looking statements were based on information,

plans

and

estimates

as

of

the

date

of

this

presentation.

ABX

Air

undertakes

no

obligation to update any forward-looking statements to reflect changes in underlying

assumptions or factors, new information, future events or other changes.

Overview -

What is ABX Air

•

U.S. certificated part 121 air carrier

•

27-year operating history

•

9,700+ employees in more than 100 locations

•

DHL’s primary U.S. business partner

•

ACMI operator of 767-200 cargo aircraft throughout

Americas, Asia, Europe and Middle East

•

U.S. sort center operator for DHL, regional for USPS

•

Extensive aircraft maintenance & engineering capabilities,

145 certification

Overview –

Management

•

Joe Hete –

President & CEO

–

Joined ABX Air in 1980. VP & SVP Administration 1986-97, SVP &

COO 1997-2000, President  since Jan. 2000, CEO since Aug. 2003

•

Dennis Manibusan –

Sr. VP Maint. & Engineering

–

Joined ABX Air in 1993. Succession of executive positions at

Alaska Airlines, Continental & Ozark before joining ABX.

•

Bob Morgenfeld –

Sr. VP Flight Operations

–

Joined ABX Air in 1985. Held various Operations/Chief Pilot

positions 1985-92. VP-Flight Operations, 2002-04.

•

Tom Poynter –

Sr. VP Ground Operations

–

Joined ABX in 1985. Various ground operations positions 1987-93.

Became Sr.VP-Ground in 1993.

•

Quint Turner –

CFO

–

Joined ABX Air in 1988. Directed Fin. Planning & Accounting,  

1997-2002, VP-Admin. 2002-04, CFO since Dec. 04.

Pre-Separation

Shareholders

Shareholders

Post-Separation

DHL Holdings

DHL Holdings

(USA), Inc.

(USA), Inc.

Airborne, Inc.

Airborne, Inc.

ACMI Agreement

ACMI Agreement

Hub Services Agreement

Hub Services Agreement

Airborne, Inc.

Airborne, Inc.

ABX Air, Inc.

ABX Air, Inc.

Shareholders

Shareholders

August 2003

DHL’s Largest U.S. Provider

of Airlift and Sort Services

Strategy for

profitable growth

•

Maintain role as DHL’s principal U.S. business

partner by providing superior, cost-effective service.

•

Leverage world’s largest 767-200 freighter fleet &

worldwide logistics network to grow ACMI business.

•

Leverage capabilities and resources in sort

management, maintenance & technical services for

high-margin returns.

•

Pursue acquisitions of complementary air operators.

ACMI Agreement

Hub Services Agreement

•

Term: thru Aug. 2010, 3-yr.

renewal option

•

Services: Air transport on

designated routes & schedules

using ABX-owned aircraft

•

Mark-ups on expenses:

•

Base 1.75% (excludes fuel)

•

Incentive, up to 1.6%

•

0.54% quarterly cost

•

0.81% annual cost

•

0.25% annual service

•

Rolling 1-yr. renewals,

currently through Aug. 2008

•

Services: Package handling,

sorting, warehousing, facilities

& equipment maintenance

•

Mark-ups on expenses:

•

Base 1.75%

•

Incentive, up to 2.1%

•

0.54% quarterly cost

•

0.81% annual cost

•

0.75% annual service

Agreements With DHL

$30.3

$36.0

Pre-Tax

Earnings*

+19%

$1,464

2005

2006

Revenues

(includes reimbursables)

$1,260

-14%

Excluding

linehaul, ’05 &’06

+1%

+32%

2006 Earnings Up 19%

$ in Millions

DHL

$21.3

DHL

$22.5

Non-DHL

$9.0

Non-DHL

$13.5

2005

2006

* Net earnings of $90 million in 2006 included $54.0 million of income tax benefit from reversal of valuation allowance.

Non-DHL Earnings Up 50%

$ in Millions

$48.5

Non-DHL Revenues

$34.1

2006

2005

Charter

$24.4

Charter

$13.9

Other

$24.1

Other

$20.2

$13.5

Non-DHL

Pre-tax

Earnings

$9.0

2006

2005

Charter

$3.7

Other

$9.8

Charter

$1.1

Other

$7.9

Revenues for Charter &

Other Operations

2003

2004

2005

2006

Other

Aircraft

Maintenance

and Parts

Sort and

Cargo

Services

Air Charters

$48.5

$34.0

$26.7

$11.6

Full Year, $ in Millions

Revenues

Revenues

DHL

96%

Pre-tax Earnings

Pre-tax Earnings

Other

Other

Operations

Operations

23%

23%

DHL

63%

Other

Other

Operations

Operations

4%

4%

Cash Flow*

Cash Flow*

DHL

79%

15%

15%

*(Pre-tax Earnings+D&A)

*(Pre-tax Earnings+D&A)

Diversified Earnings

Interest

Income

Interest

Income

14%

Full Year 2006

Other

Other

Operations

Operations

6%

6%

$8.1

$6.9

Pre-tax Earnings

-15%

$369.2

1Q 2006

1Q 2007

Revenues

$288.1

-22%

Excluding

linehaul ‘06

-5%

+1%

First Quarter Results

$ in Millions

Non-DHL

$3.1

Non-DHL

$2.8

DHL

$3.8

DHL

$5.3

1Q 2006

1Q 2007

Financial Notes

•

Tax loss carry-forwards likely sufficient to offset federal

tax liability through 2008.

•

Out of thirteen 767s committed for the charter

segment, six to eight are projected to be financed.

•

Projecting 2007 capex of $150 million based on

current commitments. 767 financings completed during

2007 are projected to generate between $65 and $90

million.

ACMI Industry Overview

•

ACMI –

Carrier provides the Aircraft, Crew, Maintenance and Insurance;

Customer responsible for all other costs, including fuel. Customer is billed

based on a specified rate per block hour flown and is subject to

a minimum

monthly fee for the aircraft and all other costs. 

•

The cargo freighter portion of the ACMI industry is estimated at

$9 billion in

annual sales. (per Air Cargo Management Group analysis from Feb. 2007)

•

Customers for ACMI services avoid ownership and other fixed costs, can

rapidly initiate service in new markets, and can adjust to demand spikes with

greater options for equipment type. Contracts are typically at least one year

in duration.

•

While the U.S. has been the largest market for ACMI services, the

international market is growing more rapidly than the U.S.  ABX‘s

charter/ACMI business is primarily international.

The Boeing 767-200SF

ABX “Global”

in service

schedule:

–

4Q 2006

4

–

1Q 2007

5

–

2Q 2007

8

–

3Q 2007

9

–

4Q 2007

12

–

2008

13

World’s largest operator of 767-200s (42)

Expanding 767 Fleet

ACMI Charter Potential

767 Projected Operating Targets

Average Annual Results per Plane (in millions)

$1.1

$4.6

$7.0

Operating Margin

Other Operating Cost

Revenue

Depreciation

$1.3

~ 15% Contribution Before Interest and Taxes

Latin America and North

America Operations

•

Four 767SFs currently

operating; Three in Latin

America & One in U.S.

•

General Cargo moves South;

Perishables North

•

Long-term relationship with

flag carriers

Pacific Operations

•

Two 767SFs, wet-leases

•

Two-year agreement

•

22 flights per week

•

First foreign carrier Japan

has certified for ACMI

service

Asia Market Potential

Source: Boeing World Cargo Forecast 2006-2007

Domestic China

Intra-Asia

Asia-North America

Europe-Asia

Europe-Southwest Asia

Latin America-North America

Latin America-Europe

Europe-North America

Europe-Africa

Intra-Europe

Europe-Middle East

North America

Asia’s Cargo Markets Will Continue to Lead Industry Growth …

Growth, percentage

World Average 6.1%

0                             2                            4    

6

8

10                           12

USPS Sort Management

ABX Operated

-

Dallas, TX

-

Memphis, TN

-

Indianapolis, IN

Facilities Up for bid

-

Omaha, Nebraska

-

Kansas City, Missouri

-

Denver, Colorado

•

Airframe maintenance checks

•

Line maintenance support

•

Component repairs

•

Flat panel upgrades

Maintenance &

Technical Services

Why Invest in ABX Air

•

Strong, predictable cash flow from DHL and size of

airline provides platform for future growth

•

Strong balance sheet, minimal debt risk

•

ACMI model results in no fuel-cost exposure

•

Expanding fleet of efficient, reliable 767s

•

Contracts with ANA, USPS, other carriers and

forwarders

•

Global presence, including fast-growing Asia market

Thank you