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): March 14, 2008

ABX HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DE	0-50368	26-1631624
(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 2.02    Results of Operations and Financial Condition.

On March 17, 2008, ABX Holdings, Inc. issued a press release relating to its results for the fourth quarter and year ended December 31, 2007. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

On March 18, 2008, ABX Holdings, Inc. held a conference call to discuss its results for the fourth quarter and year ended December 31, 2007. A transcript of the conference call is furnished herewith as Exhibit 99.2 and incorporated herein by reference.

The information in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section.

Item 7.01 Regulation FD Disclosure

On March 14, 2008, ABX Holdings, Inc. issued a press release announcing several executive appointments. A copy of the press release is attached hereto as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press release issued by ABX Holdings, Inc. on March 17, 2008, relating to its results for the fourth quarter and year ended December 31, 2007.
99.2	Transcript of conference call held by ABX Holdings, Inc. on March 18, 2008.
99.3	Press release issued by ABX Holdings, Inc. on March 14, 2008.

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 HOLDINGS, INC.
By:	/s/ W. Joseph Payne
	W. Joseph Payne
	Sr. Vice President Corporate General Counsel & Secretary

Date: March 20, 2008

EX-99.1

Exhibit 99.1

ABX HOLDINGS REPORTS 2007 FOURTH QUARTER AND ANNUAL RESULTS

Charter segment revenues more than double for the quarter and year

WILMINGTON, Ohio - March 17, 2008 - ABX Holdings, Inc. (NASDAQ:ABXA) today reported strong fourth-quarter and annual revenue growth in its air charter segment in 2007, stemming from the rapid deployment of its fleet of Boeing 767 freighters. The company also reported fourth-quarter gains in revenues and pre-tax earnings from commercial agreements with its principal customer, DHL. Net income for the fourth quarter and full year 2007 were lower than in 2006, however, principally because of the effect of non-cash tax items each year.

ABX Holdings, the newly formed parent company of three certificated cargo airlines and related businesses, reported fourth quarter net earnings of $8.4 million, or $0.14 per diluted share, on revenues of $319.2 million. Net earnings for the full year 2007 were $19.6 million, or $0.33 per diluted share, on revenues of $1.17 billion. Net earnings for the fourth quarter of 2006 were $68.9 million, or $1.18 per diluted share, on revenues of $306.3 million, and for the full year 2006 net earnings were $90.1 million, or $1.54 per diluted share, on revenues of $1.26 billion.

Net earnings for 2006 included a non-cash, income tax benefit of $54.0 million, or $0.93 per share, recorded in the fourth quarter from the recognition of previously reserved deferred tax assets. Net earnings for 2007 included income tax expense of $6.0 million, or $0.10 per share in the fourth quarter, and $13.7 million, or $0.23 per share, for the full year. No cash was received from the 2006 benefit, nor was any paid out for federal income taxes in 2007. ABX Holdings’ federal income tax liability for 2007 was completely offset by tax-loss carryforwards stemming from the deferred tax assets. (See Income Taxes, below, for additional information).

Pre-tax earnings, which exclude the effect of the non-cash tax items noted above, decreased 3% in the fourth quarter to $14.4 million, compared with the fourth quarter of 2006. Pre-tax earnings were $33.3 million for 2007, down 8% compared with 2006. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) increased 8% to $30.7 million in the fourth quarter, and 7% for the year to $94.5 million, compared with 2006 periods (see Reconciliation of EBITDA to GAAP Net Earnings at the end of this release). EBITDA is a non-GAAP measure of financial performance that management believes better reflects the cash-generating performance of asset-intensive businesses such as ABX Holdings.

On December 31, 2007, ABX Holdings acquired Cargo Holdings International (“CHI”), a privately held provider of outsourced air cargo services based in Orlando, Florida. Historical financial statements of CHI, and pro forma financial statements for ABX Holdings as if the CHI purchase had been in effect in 2006 and 2007, have been filed with the Securities and Exchange Commission on Form 8-K/A.

ABX Holdings President and CEO Joe Hete said, “Fourth quarter and full year 2007 results demonstrate our commitment to creating value for shareholders by maximizing operating cash flow and asset strength through business with our largest customer, DHL, as well as by rapidly growing our air charter operations around the world. Our year-end purchase of CHI, including its two airline companies, Air Transport International (“ATI”) and Capital Cargo International Airlines (“CCIA”), was a quantum leap for us toward these goals, and transformed us into leaders in the expanding global market for efficient, reliable ACMI and related air cargo services. At year-end, the ABX Holdings family of companies had in-service fleets totaling 127 aircraft, including the world’s largest fleet of Boeing 767 cargo aircraft. These aircraft uniquely position us to serve not only the thirty-plus customers we have today, but also others in the rapidly growing markets of Asia, Latin America, and throughout the rest of the world. These companies, and the talented people who run them, are already leveraging their complementary strengths to pursue opportunities that will accelerate our growth, diversify our revenue streams, and contribute significantly to our cash flow in 2008 and beyond.”

Revenues and pre-tax earnings derived from ABX Air’s ACMI and Hub Services agreements with its principal customer, DHL, increased in the fourth quarter, but were lower for the full year, compared with 2006. Revenues from operations not covered under the commercial agreements with DHL increased 44% to $28.6 million for the fourth quarter, and 89% to $91.6 million for the year. Pre-tax earnings from those non-DHL operations increased 25% for the year but were 4% lower in the fourth quarter, compared with 2006. Non-DHL revenues were 9% and 8%, respectively, of ABX Air’s consolidated revenues for the fourth quarter and full year 2007.

ABX Holdings Fourth Quarter 2007 Results Page 2

Results Associated with the DHL Agreements

Under its agreements with DHL, ABX Air earns a base mark-up on eligible costs and can earn incremental mark-up revenues for meeting certain quarterly cost goals and annual cost and service goals. Any incremental mark-up earned from attainment of annual cost and service goals is recognized in the fourth quarter.

“Our people did an outstanding job of providing a level of service to our principal customer that earned us the maximum possible incremental markup for annual service performance (covering both on-time performance and sorting accuracy) under our Hub Services agreement for 2007,” Hete said. “This was the best service result we have achieved under that agreement since 2004, when we also attained maximum credit. Additionally, under the ACMI agreement, we again met 100% of our cost-related mark-up goal, and narrowly missed duplicating our 2006 performance as we achieved 80% of the possible service markup in 2007, versus 100% in 2006.”

The following are incremental mark-up amounts included in fourth-quarter revenues and pre-tax earnings for 2007 and 2006:

Incremental Mark-Ups from the DHL Contracts (in millions)

	Three Months Ended December 31,
	2007						2006
	ACMI		Hub Services		Total		ACMI		Hub Services		Total
Quarterly cost-related	$	0.6	$	—	$	0.6	$	0.1	$	—	$	0.1
Annual cost-related		3.8		—		3.8		4.1		—		4.1
Annual service-related		0.9		2.3		3.2		1.2		2.1		3.3
Total Incremental Mark-up	$	5.3	$	2.3	$	7.6	$	5.4	$	2.1	$	7.5

Pre-tax earnings from the DHL commercial agreements for the fourth quarter of 2007 were up 8% compared with the previous year’s quarter to $10.8 million, as Hub Services earnings increased $0.9 million due to a combination of a reduction in non-reimbursed expenses under the DHL agreements and greater service-quality mark-up attainment. Fourth quarter ACMI earnings were essentially flat. Fourth-quarter revenues under the DHL agreements increased 1%, largely due to higher fuel costs which are reimbursed without mark-up.

For the year, ABX Air’s pre-tax earnings from the DHL agreements decreased 6% to $21.2 million, and revenues decreased 11% to $1.08 billion. Both results are primarily attributable to reductions during 2006 and 2007 in the scope of services that ABX Air performed for DHL, including reductions in aircraft, regional hub management, and in management of truck line-haul operations.

“During 2007, we continued to be DHL’s most reliable air service provider, with fleet reliability as measured under the ACMI agreement again exceeding 99%,” Hete said. “In addition, we agreed to provide two additional 767s in support of DHL’s network during 2008, bringing the total number of 767s supporting DHL’s domestic network to thirty-one. More recently, DHL has expressed interest in utilizing more of our 767s, due to the aircraft’s superior reliability and cost efficiency (including fuel efficiency and two-person flight crews). We hope to be able to reach a mutually beneficial arrangement with them to place additional 767s in their U.S. network.”

Results from the Air Charter Segment

Revenues from ABX Air’s air charter segment more than doubled to $17.7 million for the fourth quarter of 2007, from $8.6 million in the fourth quarter of 2006. For the full year 2007, ABX Air increased its air charter revenues by 127% to $55.6 million. This increase in revenue was driven by the addition of seven Boeing 767-200 freighters to ABX Air’s fleet throughout the course of the year, bringing the total 767 fleet deployed in this segment to eleven by the end of 2007. As anticipated, fourth-quarter charter earnings were affected by high aircraft crewing expenses to support operations in Asia , and by higher depreciation costs stemming from the increase in fleet size. For the year, pre-tax earnings for the charter segment increased 23% due to revenue growth.

Hete noted that ABX Air accomplished several goals for its ACMI/charter business during 2007, including: placing seven more Boeing 767 aircraft into service to expand its 767 charter fleet to eleven; establishing a market presence in the Asia/Pacific region (the fastest growing economic region in the world); and gaining its first scheduled-service authority into a foreign country, Mexico.

ABX Holdings Fourth Quarter 2007 Results Page 3

“Six of these aircraft are operating now in Latin America, two in the U.S. for DHL, and two in the Asia/Pacific region on behalf of ANA,” he said. “Our groundbreaking ACMI agreement with ANA began last spring and was recently extended into January 2010. With our flight crew domiciled in Osaka, Japan, we look forward to deploying two to four additional 767s into that region during 2008 on behalf of ANA and other Asian carriers, and to improving efficiencies and reducing travel costs, which we anticipate will restore the margins we envisioned when we launched these operations last May.”

Results from Other Operations

Revenues from ABX Air’s operations other than from the DHL and charter segments declined 2% to $11.0 million for the fourth quarter of 2007 compared to the fourth quarter of 2006, but were up 50% to $36.0 million for the year. The regional sorting facilities that ABX Air manages for the U.S. Postal Service were profitable for the fourth quarter and full year, a sharp improvement compared with the fourth quarter of 2006, when we had just begun to manage two of the three centers. Pre-tax earnings from aircraft maintenance services increased for the fourth quarter and full year.

Income Taxes

ABX Air has not paid federal income taxes since its inception as an independent publicly held company in 2003. This income tax liability continues to be offset by utilization of the company’s deferred tax assets, consisting largely of accelerated tax depreciation on the aircraft fleet and federal net operating loss carryforwards. In the fourth quarter of 2006, ABX Air reversed the remainder of a valuation allowance originally established against its deferred tax assets in 2003. The reversal led to a non-cash income tax benefit of $54.0 million for 2006, and required ABX Air to begin recording non-cash federal income tax expense on its income statement in 2007. That non-cash expense was $13.7 million in 2007, representing an approximate 41% effective rate on ABX Air’s profits. The remaining tax-loss carryforwards are expected to offset the federal income tax liability of ABX Holdings into 2010.

Balance Sheet

ABX Holdings’ year-end balance sheet reflects the effects of its purchase of CHI, which closed on December 31, 2007. Historical financial statements of CHI and pro forma financial statements for ABX Holdings, as if the CHI purchase had been in effect in 2006 and as of September 30, 2007, have been filed with the Securities and Exchange Commission on Form 8-K/A.

Selected Items and Outlook for 2008

DHL’s Plan for Improvement in its U.S. Financial Performance

On March 6, 2008, Deutsche Post World Net, DHL’s parent company, announced that DHL will maintain a strong market presence in the U.S. and will announce in May its plan to improve DHL’s financial performance in the U.S. market. Hete said, “We believe we can assist DHL in reducing its costs in the U.S. while continuing to earn an acceptable return on ABX Air’s invested capital. We look forward to working with DHL to achieve these important objectives.”

DHL Arbitration Status

In November 2007, ABX Air and DHL agreed to arbitrate a dispute over the allocation of certain overhead expenses currently reimbursed by DHL to ABX Air under the terms of the commercial agreements and several other issues relating to reimbursement of expenses in 2007. A panel of three arbitrators is expected to resolve the pending issues by the end of the second quarter of 2008.

Hete said, “We continue to work collaboratively with DHL to provide excellent service at a reasonable price, and DHL continues to reimburse us in full for all eligible expenses. While we expect to assume an appropriate level of allocated overhead expense with respect to our non-DHL operations at some point in the future as we continue to grow, but we do not expect to allocate any overhead expenses to our non-DHL operations for 2007 and, accordingly, have not established any reserves for that purpose.”

ABX Holdings Fourth Quarter 2007 Results Page 4

2008 Outlook Including CHI

Hete noted that “Our operating results for 2008 will include contributions from the businesses of CHI, one of the nation’s most innovative and flexible operators of freighter aircraft and providers of value-added logistics and air cargo management services. We are excited about the opportunities to build upon CHI’s existing customer relationships, including BAX/Schenker, the U.S. military, and DHL’s Latin American operations, and the 30 aircraft that comprise the fleets of their cargo airlines, ATI and CCIA. We look forward to adding several 767 and 757 freighter aircraft to those fleets this year, including four 767s (two of which are to be leased to a Canadian carrier under seven-year agreements) plus up to three leased or ACMI-operated 757s expected to serve DHL’s Latin America network. These aircraft are in addition to the two 767s that have been added since year-end. They and should provide attractive returns and contribute to the already substantial cash flow from earnings and depreciation that ABX Air and the CHI companies are generating today with their existing fleets.”

Conference Call

ABX Holdings will host a conference call to review its financial results for the fourth quarter and year 2007 on Tuesday, March 18, 2008 at 10 a.m. Eastern time. Participants should dial (800) 713-4215 and international participants should dial (617) 213-4867 ten minutes before the scheduled start of the call and ask for conference pass code 99414574. The call will also be webcast live (listen-only mode) via either www.abxair.com or www.earnings.com for individual investors, and via www.streetevents.com for institutional investors. A replay of the conference call will be available an hour after the conclusion of the call. It will be available by phone through Tuesday, March 25, 2008, at (888) 286-8010 (international callers (617) 801-6888); use pass code 36046835. The webcast replay will remain available via www.abxair.com or www.earnings.com for 30 days.

About ABX Holdings

ABX Holdings is a leading provider of air cargo transportation and related services to domestic and foreign air carriers and other companies that outsource their air cargo lift requirements. Through five principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ABX Holdings also provides aircraft leasing, aircraft maintenance services, airport ground services, fuel management, specialized transportation management, and air charter brokerage services. ABX Holdings’ subsidiaries include ABX Air, Inc., Air Transport International, LLC, Capital Aircraft Management, Inc., Capital Cargo International Airlines, Inc. and LGSTX Services, Inc. For more information, please see www.abxair.com and www.cargoholdings.com.

Contact:

ABX Air, Inc.

Quint Turner, 937-382-5591

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. ABX Holdings, 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 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 ABX Air performs under its commercial agreements with DHL, the resolution via arbitration of certain issues related to overhead allocation under ABX Air’s commercial agreements with DHL, maintaining cost and service level performance under those agreements, the ability to generate revenues and cash flow from sources other than DHL, the ability to generate earnings and cash flow sufficient to repay debt and realize certain tax benefits, the potential for accelerated repayment of ABX Air’s Promissory Note with DHL, achieving objectives for growth and profitability anticipated from the purchase of Cargo Holdings International, Inc., and other factors that are contained from time to time in ABX Holdings’ filings with the U.S. Securities and Exchange Commission, including ABX Holdings’ 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 the Company’s forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this release. ABX Holdings 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 Holdings Fourth Quarter 2007 Results Page 5

ABX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except earnings per share)

	Three Months Ended Dec. 31						Twelve Months Ended Dec. 31
	2007			2006			2007			2006
REVENUES	$	319,192		$	306,270		$	1,174,515		$	1,260,361
OPERATING EXPENSES:
Salaries, wages and benefits		160,342			167,619			617,172			635,015
Fuel		76,847			62,643			263,352			262,948
Maintenance, materials and repairs		23,978			21,731			93,254			97,108
Depreciation and amortization		13,465			11,658			51,747			45,660
Landing and ramp		7,366			4,906			25,924			21,099
Rent		2,776			2,890			9,656			9,716
Purchased line-haul and yard management		1,331			1,895			5,980			88,223
Other operating expenses		15,845			16,147			64,632			57,807
		301,950			289,489			1,131,717			1,217,576
		17,242			16,781			42,798			42,785
INTEREST EXPENSE, NET OF INTEREST INCOME		(2,836	)		(1,894	)		(9,510	)		(6,772	)
INCOME BEFORE INCOME TAXES		14,406			14,887			33,288			36,013
INCOME TAXES		(6,035	)		54,041			(13,701	)		54,041
NET EARNINGS	$	8,371		$	68,928		$	19,587		$	90,054
EARNINGS PER SHARE:
Basic earnings per share	$	0.14		$	1.18		$	0.34		$	1.55
Diluted earnings per share	$	0.14		$	1.18		$	0.33		$	1.54
WEIGHTED AVERAGE SHARES:
Basic		58,345			58,270			58,296			58,270
Diluted		58,633			58,487			58,649			58,403

ABX Holdings Fourth Quarter 2007 Results Page 6

ABX HOLDINGS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(In thousands)

	December 31
	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	59,271		$	63,219
Marketable securities - available-for-sale		49,636			15,374
Accounts receivable, net of allowance of $363 and $516 in 2007 and 2006, respectively		55,339			10,365
Inventory		14,701			13,907
Prepaid supplies and other		19,621			6,395
Deferred income taxes		19,262			14,691
Aircraft and engines held for sale		1,896			2,219
TOTAL CURRENT ASSETS		219,726			126,170
Property and equipment, net		690,813			458,638
Other assets		26,280			7,966
Deferred income taxes		15,794			87,024
Intangibles		31,700			—
Goodwill		178,654			—
TOTAL ASSETS	$	1,162,967		$	679,798
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	76,425		$	65,313
Salaries, wages and benefits		64,560			53,173
Accrued expenses		11,266			10,298
Current portion of debt obligations		22,815			11,413
Unearned revenue		21,046			4,081
TOTAL CURRENT LIABILITIES		196,112			144,278
Long-term obligations		567,987			189,118
Postretirement liabilities		186,338			222,587
Other liabilities		12,527			3,605
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock, 20,000,000 shares authorized, including 75,000 Series A Junior Participating Preferred Stock		—			—
Common stock, par value $0.01 per share; 75,000,000 shares authorized; 62,650,278 and 58,539,300 shares issued and outstanding in 2007 and 2006, respectively		626			585
Additional paid-in capital		458,091			431,071
Accumulated deficit		(189,544	)		(207,836	)
Accumulated other comprehensive loss		(69,170	)		(103,610	)
TOTAL STOCKHOLDERS' EQUITY		200,003			120,210
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,162,967		$	679,798

ABX Holdings Fourth Quarter 2007 Results Page 7

ABX HOLDINGS, INC.

EARNINGS SUMMARY

(Unaudited)

(In thousands)

	Three Months Ended Dec. 31					Twelve Months Ended Dec. 31
	2007			2006		2007		2006
REVENUES
DHL
ACMI
Base mark-up	$	110,630		$	114,447	$	445,390	$	466,967
Incremental mark-up		5,320			5,399		7,044		7,451
Total ACMI		115,950			119,846		452,434		474,418
Hub Services
Base mark-up		82,156			90,662		314,687		400,336
Incremental mark-up		2,316			2,063		2,316		3,015
Total Hub Services		84,472			92,725		317,003		403,351
Other Reimbursable		90,126			73,864		313,506		334,101
Total DHL Contracts		290,548			286,435		1,082,943		1,211,870
Charters		17,669			8,602		55,580		24,440
Other Activities		10,975			11,233		35,992		24,051
Total Revenues	$	319,192		$	306,270	$	1,174,515	$	1,260,361
EXPENSES
DHL
ACMI	$	108,863		$	112,725	$	438,823	$	459,926
Hub services		80,763			89,881		309,435		395,391
Other Reimbursable		90,126			73,864		313,506		334,101
Total DHL		279,752			276,470		1,061,764		1,189,418
Charters		16,501			6,678		51,016		20,736
Other Activities		8,437			9,311		30,094		19,356
Total Expenses	$	304,690		$	292,459	$	1,142,874	$	1,229,510
PRE-TAX EARNINGS
DHL	$	10,796		$	9,965	$	21,179	$	22,452
Charters		1,168			1,924		4,564		3,704
Other Activities		2,538			1,922		5,898		4,695
Net Interest and Other		(96	)		1,076		1,647		5,162
Total Pre-tax Earnings	$	14,406		$	14,887	$	33,288	$	36,013

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

ABX Holdings Fourth Quarter 2007 Results Page 8

ABX HOLDINGS, INC.

NON-GAAP RECONCILIATION

Net Earnings to Earnings Before Interest, Taxes, Depreciation and Amortization

(EBITDA)

(Unaudited)

	Three Months Ended Dec. 31						Twelve Months Ended Dec. 31
	2007			2006			2007			2006
GAAP NET EARNINGS	$	8,371		$	68,928		$	19,587		$	90,054
Income Tax Expense (Benefit)		6,035			(54,041	)		13,701			(54,041	)
Interest Income		(929	)		(1,255	)		(4,557	)		(4,775	)
Interest Expense		3,765			3,149			14,067			11,547
Depreciation and Amortization		13,465			11,658			51,747			45,660
EARNINGS BEFORE INTEREST, TAXES DEPRECIATION AND AMORTIZATION	$	30,707		$	28,439		$	94,545		$	88,445

EBITDA is a non-GAAP financial measure and should not be considered an alternative to net income (loss) or any other performance measure derived in accordance with GAAP. EBITDA is defined as income (loss) from operations plus net interest expense, provision for income taxes, depreciation and amortization. The Company’s management uses this adjusted financial measure in conjunction with GAAP financial measures to monitor and evaluate the performance of the Company, including as a measure of liquidity. EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, or as an alternative measure of liquidity.

EX-99.2

Exhibit 99.2

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FINAL TRANSCRIPT

Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

CORPORATE PARTICIPANTS

Joe Hete

ABX Holdings, Inc.—CEO

Quint Turner

ABX Holdings, Inc.—CFO

Peter Fox

ABX Holdings, Inc.—Chief Commercial Officer

CONFERENCE CALL PARTICIPANTS

Charles Jack

Wall Street Access—Analyst

David Campbell

Thompson, Davis & Co.—Analyst

PRESENTATION

Operator

Good day, ladies and gentlemen, and welcome to the fourth-quarter and year-end 2007 ABX Holdings earnings conference call. My name is Michelle, and I will be your coordinator for today. At this time all participants are in a listen-only mode. We will be facilitating a question-and-answer session towards the end of today’s conference. (OPERATOR INSTRUCTIONS) As a reminder, this conference is being recorded for replay purposes.

I would now like to turn the presentation over to your host for today’s call, Mr. Joe Hete, Chief Executive Officer of ABX Holdings. Please proceed.

Joe Hete—ABX Holdings, Inc.—CEO

Thanks, Michelle. I want to welcome our shareholders and other investors to our fourth-quarter 2007 conference call. A lot has happened since our last one in November, so I have several of our people on the call today to make sure we cover it all properly.

First, John Graber is here. John is taking over for me as President of ABX Air, which means I can devote more of my time to growing the business and working to expand relationships with our existing customers, while he makes sure the sort gets done and the flights get out on time every morning.

Peter Fox is also on the call. We brought Peter into our executive team as Chief Commercial Officer, which means he will work with our operating subsidiaries on their strategic sales and marketing strategies, emphasizing the capabilities spread across our three airlines and several other businesses. Peter and I are already working very closely on this and are meeting with current and prospective customers to tell them more about how our companies can serve them.

Joe Payne, who is now Senior VP and our Corporate General Counsel, is here as well. He has done a tremendous job of managing the closing of the CHI transaction and working with our Board, along with George Golder who joins us from CHI as General Counsel.

And last but certainly not least is our CFO, Quint Turner, who has been very busy managing all our year-end and CHI issues while also keeping our lenders and shareholders informed about our progress. As usual, he will begin today by discussing our financial results and then join the rest of the group in helping me answer your questions.

I know that many of you have been eager to see not only our ABX Air results for 2007, but also the historical results for CHI. Friday evening we filed an amendment to the January 8-K that covered the details of our CHI transaction. This amendment expands and updates those disclosures

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Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

and adds historical results for CHI and some unaudited pro formas that provide some indication of how we look as one Company. I recommend that you review that filing, along with our 2007 10-K and the fourth-quarter earnings release we issued yesterday. They are all available on ABXAir.com.

With that information and the color we will share with you today, you should have the information you need for a complete picture of our business as it stands today and a sense of how we plan to build on it in the future.

Quint will begin by covering our financial results for the fourth quarter and year end, plus the CHI results. I will then review what we have achieved over the last few months and some perspective on how we see our industry changing, and how we expect to complete and grow in that environment. Finally, we will open the call to your questions. Quint?

Quint Turner—ABX Holdings, Inc.—CFO

Thanks, Joe. I need to begin by advising everyone that we may make projections or other forward-looking statements during the course of this call. Such statements involve risks and uncertainties, and our actual results and other future events may differ materially from those we may describe here. I would like to refer you to ABX Holdings’ periodic reports we file from time to time with the Securities and Exchange Commission, including the Form 8-K/A we filed last week with results for CHI; our Form 10-Qs for the first, second, and third quarters of 2007; and our Form 10-K for the year ended December 31, ‘07, which was filed yesterday. Those reports contain and identify important factors that could cause the actual results to differ materially from our projections.

As Joe mentioned, 2007 was truly a transforming year for us. We made great progress in building our business by following our strategy, which led to increased operating cash flow and asset strength.

ABX Air delivered excellent service, both in the air and on the ground to DHL, its largest customer, which earned it more aggregate incremental markup at year end. We also more than doubled the size of our charter operations and acquired the broad capabilities and assets of Cargo Holdings International, which we believe will be immediately accretive to earnings.

We reported net earnings of $8.4 million or $0.14 per diluted share for the fourth quarter on revenues of $319.2 million. Net earnings for the year were $19.6 billion or $0.33 per diluted share on revenues of $1.17 billion.

In 2006, fourth-quarter net earnings were $68.9 million or $1.18 per diluted share on revenues of $306.3 million. For the year, net earnings were $90.1 million or $1.54 per diluted share on revenues of $1.26 billion.

We incurred a non-cash income tax expense of $6 million or $0.10 per share in the fourth quarter and $13.7 million or $0.23 per share for the full 2007 year. In both cases, the effective tax rate was around 41%.

It is important to point out that the tax liability is a non-cash expense, which continues to be offset by utilization of the Company’s deferred tax asset, consisting largely of accelerated tax depreciation on ABX Air’s aircraft fleet and federal net operating loss carryforwards. The remaining tax loss carryforwards are expected to offset income tax liability of ABX Holdings into 2010 or beyond, although we may be required to pay alternative minimum taxes and certain state and local taxes before then.

In the fourth quarter of 2006, we reversed the remainder of a valuation allowance against the deferred tax assets that were established in ‘03 with the sale of Airborne. The reversal led to a non-cash income tax benefit of $54 million for ‘06. It also required the Company to begin recording non-cash federal income tax expense on its income statement starting in ‘07.

Pre-tax earnings, excluding the non-cash items I just spoke about, decreased 3.2% in the fourth quarter to $14.4 million and were off 7.6% for the year to $33.3 million.

Earnings before interest, taxes, depreciation, and amortization, or EBITDA, increased 8% to $30.7 million in the fourth quarter and increased 6.9% for the year to $94.5 million. We believe EBITDA, a non-GAAP measure of financial performance, best reflects the cash-generating strength of an asset-intensive business like ours. Our fourth-quarter and year-end earnings release, which came out yesterday afternoon, contains a reconciliation of EBITDA to GAAP net income.

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Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

Turning to our segment reporting, revenues and pre-tax earnings derived from ABX Air’s ACMI and Hub Services agreements with DHL increased in the fourth quarter, but were lower for the full year compared to 2006. For the year, revenues from our DHL commercial agreements declined 10.6% to $1.08 billion due primarily to a reduction in the services ABX Air provides to DHL. As a result, pre-tax earnings from this segment declined 5.7% to $21.2 million.

A number of factors contributed, including DHL taking over the management of the truck line-haul operations from ABX Air in May 2006; the removal of 21 aircraft from the ACMI agreement in 2006 and seven more in ‘07; and the transfer of the management of two regional hubs back to DHL. A third regional hub was transferred to DHL last November.

To provide you with an idea of how the loss of those operations impacted our results, pre-tax earnings for the line-haul operations in the two hubs were approximately $2.3 million in 2006.

Removal of 28 aircraft from the DHL network in the last two years also reduced eligible ACMI contract expenses and base markup amounts. ABX Air opted not to exercise put options with DHL for most of the DC-8s and DC-9s that were removed; but instead retained some as spares or for parts, with the proceeds captured in other non-DHL results. However, we recorded $300,000 in impairment charges for them in 2006 and ‘07, reflecting the excess of their carrying value over their fair value less cost to sell. The charges are reflected under our DHL ACMI expenses but not reimbursed by DHL.

In the fourth quarter, pre-tax earnings from ABX Air’s commercial agreements with DHL were up 8% from last year’s fourth quarter to $10.8 million. Hub Services earnings increased $900,000 because of a reduction in non-reimbursed expenses under the DHL agreement and greater service quality markup attainment. Earnings from the ACMI agreement were essentially flat versus prior year.

ABX Air realized the maximum annual service-related markup under its Hub Services agreement for the first time since 2004. That markup was $2.3 million compared to $2.1 million, or 70% of the service markup potential, which we earned in 2006. It also reached the maximum annual cost-related goal under the ACMI agreement, and earned $900,000, or 80% of the maximum annual service markup in ACMI, just barely missing 100% on the service component.

Costs reimbursed without markup, primarily fuel, were up 22% in the fourth quarter, but down 6% for the year, with the yearly total reflecting the fleet reductions we spoke of earlier.

Cost and administrative expenses that are not reimbursable were $2.2 million compared to approximately $3.3 million in 2006.

ABX Air’s pre-tax earnings from operations outside the DHL commercial contracts were slightly lower in the fourth quarter but up for the year. Revenues increased 44% to $28.6 million for the fourth quarter and 89% for the year to $91.6 million. They accounted for approximately 8% and 4% of total revenues in 2007 and 2006, respectively.

Exceptionally strong growth continued for ABX Air’s charter segment as it deployed seven additional 767-200 freighters during the year, three in the fourth quarter, expanding the fleet to a total of 11. Revenues in that segment more than doubled in the fourth quarter and for the year, with revenues in the quarter of $17.7 million and $55.6 million for the year. Pre-tax earnings for the charter segment were $4.6 million for 2007 compared to $3.7 million for ‘06.

Margins were impacted by the time lag between completion of conversions on aircraft and actual deliveries; timing of scheduled heavy maintenance; and the added expense of boarding and shuttling the flight crews and maintenance technicians serving ANA in Japan. With its domicile now in place in Osaka, we do expect ABX Air’s margins will improve somewhat in the first quarter and be at targeted levels by the second quarter.

Revenues from non-DHL operations outside the charter segment declined 2% to $11 million in the fourth quarter, due primarily to lower aircraft maintenance volume from third-party customers. The aircraft maintenance business fluctuates, depending upon demand and the availability of hanger space in Wilmington.

Revenues for our other businesses also rose sharply for the year, up 50% to $36 million as ABX Air booked a full year of revenues from management of two additional U.S. Postal Service regional sort centers in Dallas and Memphis. For the year, third-party aircraft maintenance rose 17%.

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Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

On higher revenues, pre-tax earnings for other operations rose $1.2 million in 2007. Margins slipped to 16% from 20% due to a revenue mix that reflected a full year’s operation of the Dallas and Memphis postal facility. These two facilities operated for less than four months during 2006.

The three regional sorting facilities ABX Air manages for the U.S. Postal Service were profitable for the fourth quarter and the full year, a sharp contrast from the fourth quarter of 2006, when two of the three were in startup mode.

As Joe mentioned earlier, we also filed an amended 8-K on CHI, providing historical financials as well as unaudited pro forma numbers. Among other things, the 8-K updates the value of the transaction, which was approximately $340 million, consisting of $233 million in cash paid; 4 million shares of ABX Holdings valued at approximately $26 million; and $81 million of net debt repayment.

I want to caution you that the unaudited pro forma financial information reflecting the combination of ABX Air and CHI does not necessarily indicate what their results would have been if the acquisition had been completed earlier. That information does not reflect the impact of synergies or the current lower interest rate environment.

In other words, we believe that these pro forma results may somewhat understate the actual potential and strength of the combined Company. Nevertheless, the information in the amended 8-K does give an indication as to why we are very bullish on the acquisition and how CHI grew dramatically in 2006 with their acquisition of Air Transport International, which further cemented BAX/Schenker as a major customer.

CHI’s pre-tax earnings in 2006 were $39.2 million on revenues of $296.1 million, or a 13% pre-tax margin. This compares to pre-tax earnings of $5.6 million in 2005 on revenues of $48.6 million, an 11% pre-tax margin.

Looking at other metrics of our financial strength, you will also note that on a pro forma basis our debt to total capital on September 30 was less than 50%, and our coverage ratios are well within the range we find comfortable given our growth prospects.

We are excited about the addition of these new businesses. I encourage you to review the amended 8-K on the acquisition, which provides pro forma numbers on the combined Company for the first nine months of 2007 and the full-year 2006, plus historical numbers for fiscal ‘04, ‘05, and ‘06. The 10-K includes some selected information on a pro forma basis for 2007.

We are reviewing our segment reporting structure currently to give you the most appropriate picture of how we view the contributions from each of our businesses. We will have more to say about that when we report our first-quarter results in May.

Now I will turn the call over to Joe Hete for his review of our operations and some other matters. Joe?

Joe Hete—ABX Holdings, Inc.—CEO

Thanks, Quint. Let me begin by briefly reviewing the events that drove our results last year, then what we’ve done since our last conference call in November, and finally our perspective on how we see 2008.

We entered 2007 knowing it would be a transition year, with the DHL business roughly flat and the charter business ramping up as additional converted 767 freighters entered the fleet. That’s about how it turned out financially.

Although ABX Air’s earnings from DHL were down last year, we believe it supported DHL’s US network very well; and the service incentives demonstrate that. Service quality across the board was at or near maximum levels, which is a tribute to the dedication of our people, who kept service quality first despite force reductions and some external distractions throughout the year.

Few of you can appreciate what it’s like to keep an express package network running smoothly, so let me tell you this can be very hard work under very rough conditions, both in sort and flight operations. The people who do that night after night and year after year deserve the credit for the results we were able to generate with DHL in 2007, even as package volumes and ABX Air’s share of the network have declined.

Even now, well into the first quarter, service quality for DHL remains strong, although we target improvements during the balance of the year. Despite a cold, snowy winter here in Wilmington and in several of the regional hub cities, our people’s focus on getting the job done right and on time has not wavered.

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Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

A little over a week ago, when most other air operators would have shut down, the Wilmington ground sort and air operations people pulled together to turn the operation on a night when Ohio received more than a foot of snow. Even more recently, last Friday night, ABX’s fleet of 767s and DC-9s operated in fog that grounded many other aircraft.

I know DHL appreciate our employees’ dedication and skill that allows them to deliver on their own commitment of high-quality service to their customers as much as I do.

ABX Air’s financial results from DHL were down last year because of lower package volumes, plus the decision to take back parts of the network. At the same time, however, we continue to generate tremendous cash flow through our ACMI relationship with DHL, principally through the depreciation that flows from ABX Air’s 31 767s in DHL service.

We are encouraged by DHL’s statements that they intend to maintain a significant presence in the US market. Still, we know that a combination of economic impact and structural network changes could have a much greater impact on our DHL business in 2008 than we have faced over the last two years.

I am not going to comment today about what DHL may or may not announce in May, but you can be assured that we have offered our support, ideas, and stand ready to offer more under terms that make sense for our shareholders.

Part of that support is indicated by the agreement that ABX Air came to with them in December, to assign two 767-200 freighters to DHL’s U.S. network under terms that run through 2008. DHL approached ABX Air because they knew that other carriers didn’t have, and couldn’t get, aircraft that could match what the 767s could do.

ABX Air agreed to do this under terms that were not as favorable as it might have obtained with other parties. They went ahead because they wanted DHL to know that ABX Air is a reliable partner with capacity and flexibility to support them not just in the U.S., but elsewhere around the world.

Whatever changes they decide to make, we expect only two things—recognition for what ABX Air has done for them in the past, and consideration of what we can do for them in the future, here and abroad, as a larger, more-diversified family of businesses.

On New Year’s Eve we formed a holding company and completed the $340 million purchase of CHI. That step gave us 30 additional revenue-generating cargo or multimode aircraft and profitable relationships with more than 30 customers, including BAX/Schenker, U.S. Postal Service, UPS, and the US military.

After almost three months of working together with the CHI companies, I am even more convinced about how solid a fit they are for ABX Air and how much potential we have together.

We completed the deal right on schedule on December 31 with a great deal of cooperation and solid work by both the CHI and ABX Holdings teams. That was a huge undertaking, but I am pleased to say that it didn’t interfere with operations at all during what is always our busiest time of the year.

That same cooperative spirit continues into 2008, as we tie up all the regulatory, legal, technology, and financial details that it takes to align three separate regulated airlines and several other business units.

Already we have found synergies that neither company would have been able to earn on its own. We are forecasting $1 million in aggregate synergy savings this year, and we are taking advantage of our leverage as a major fleet operator to get improved rates on such things as maintenance contracts. Teams of employees will be looking for many more opportunities like these as the year progresses.

With two more aircraft delivered earlier this year on top of the 11 ABX Air had at year end, we now have 13 wide-body freighters in service configured with full cargo doors and upgraded technology. That includes the last of the 12 Delta 767s ABX Air purchased in 2005 and the ex-American aircraft it bought in 2007. These aircraft now form the core of an unrivaled mid-size freighter fleet.

Later this year CAM expects to add four more 767s that it will own along with several 757s that will operate under ACMI and dry lease agreements with DHL in Latin America. The first of these 757s will enter service to DHL later this month.

In addition, a Canadian carrier will lease two of CAM’s new 767s for more than seven years, starting later this year.

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Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

Peter and I recently met with ATI’s principal customer, BAX/Schenker, and they expressed their support for our relationship by extending their agreement with ATI for one additional year. We look forward to exploring new ways we can help BAX/Schenker achieve its objectives in the US market.

As you know, two of ABX Air’s 767s have been deployed for ANA in Japan since last spring. While our on-time rates and service quality for ANA have met, or even exceeded expectations, getting ABX Air’s cost structure in line there has been frustrating for both them and us.

ABX Air finally broke that logjam in December with the establishment of a domicile in Osaka, and they are stationing flight crews, maintenance technicians, and their families there. That group will expand as the Asian business expands, hopefully in the next few months.

The cost savings from this new base, plus the scale advantages of having more aircraft and more crews involved, should restore starting in the second quarter this year the cost structures we had talked about with ANA a year ago.

Overall, the ABX Air charter business is growing rapidly, consistent with fleet growth. Charter block hours for ABX Air’s Boeing 767s for 2007 were up 122% versus ‘06, although it could have been even stronger. Certifications, crewing, and contract issues continue to keep the airline from moving ahead as quickly as we would like.

I am pleased to say that ABX Air has launched service with its ACMI customer in Venezuela under a one-year agreement, and now has schedule authority to Mexico and Bolivia. Our marketing teams at all three airlines are working hard to find new placements for the rest of our aircraft under solid agreements, which could include dry leases instead of ACMI agreements. If one of them finds a good prospect, we are fully prepared to contract our aircraft accordingly.

Along with the change within our business, the shape of the domestic air express industry has been changing as well. Competition among integrated express carriers and regular cargo carriers, and between air cargo and other transport modes is growing more intense as the economy slows and fuel prices climb. At the moment shippers seem to have the upper hand, and they are weighing their transportation options more carefully than ever before.

I don’t pretend to be able to forecast where all these changes will lead or how each of our companies in our industry will be affected. I do know that we have unique aircraft assets and experienced people who can put them to work effectively.

Our strategy is to support the business goals and objectives of our principal customers, whether they are major express service providers, freight forwarders, government entities, independent airlines, or direct shippers. We also intend to seek out new customers who might benefit from the value we can create for them.

Today DHL remains our single largest customer, although its share of our total revenues will be down to about 75% this year, based on current projections. We are committed to support them in their goal to establish a profitable operating platform in the United States. We will not let the focus on DHL become a detriment to our shareholders or let their difficulties interfere with our service to others.

As you know, ABX Air has agreed to arbitrate the overhead allocation issue and continues to work through its disagreement with DHL over claims for accelerated repayment of the promissory note. I don’t expect a resolution of either issue very soon, although we have contingencies in place to repay the note if required.

In every decision we make, the long-term best interests of shareholders will always be the determining factor. We are aware that many of you have seen the value of your investment in our Company decline substantially, and well beyond what we think is warranted under any reasonable set of expectations for the future. It is our principal goal for 2008 to remove the obstacles and uncertainties that stand in the way of an appropriate valuation of our superb assets, strong cash flow, and capabilities of our talented people.

Until then we will continue to work hard to capture more synergies among our businesses and to leverage all of the advantages that our new expanded size and scale can afford us.

Now we are ready to take your questions.

QUESTION AND ANSWER

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Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

Operator

(OPERATOR INSTRUCTIONS) Charles Jack, Wall Street Access.

Charles Jack—Wall Street Access—Analyst

Congratulations on the quarter. I was wondering if you could kind of lay out your schedule for planes coming online this year and into 2009, kind of by quarter, and where you think those planes will be utilized. I know you talked about potentially committing more planes to the ANA deal, for example.

Joe Hete—ABX Holdings, Inc.—CEO

Well, as we mentioned, Charles, we’ve got two more that came online since the first of the year, that have completed their modification. We have the first of the 757s, which is going through basically its initial certification process today. That aircraft is one that will be operated by CCIA for DHL in Latin America.

The first of the CAM-owned 767s just completed its modification this past week, and in fact is either on its way or is already here in the States awaiting paint and some further checkout flights. So that aircraft will be online within the next 30 days or so.

In addition to that, as we look forward into 2008, by the year-end we expect to have 18 aircraft in service in total. The remaining three 767s that are awaiting modification or in process of mod, you can anticipate probably one in each of the remaining three quarters for the rest of the year.

Charles Jack—Wall Street Access—Analyst

Okay.

Joe Hete—ABX Holdings, Inc.—CEO

As far as 2009 goes, we only have one commitment currently for an aircraft in ‘09. That is the fifth aircraft that was part of the CHI transaction, which is owned by the significant shareholders. Outside of that we have no firm commitments beyond what we have this year.

Charles Jack—Wall Street Access—Analyst

Okay, great. On the outlook for the CHI businesses, excluding any new planes coming into service, how are those businesses looking? Are you seeing growth in those businesses for 2008, or do you see them operating at a similar level to 2007? I’m just wondering if you had any color on that.

Joe Hete—ABX Holdings, Inc.—CEO

I’ll let Peter Fox answer that. Peter?

Peter Fox—ABX Holdings, Inc.—Chief Commercial Officer

This is Peter Fox. The certificated carriers, if you look at their first two-month actuals in total, they are 8.5% ahead in revenue. ATI was 13.6%, and CCIA was 1.7% negative for the two months; and part of that had to do with the scheduling of heavy maintenance. So both air carriers are plus 8.5% ahead in revenue, $29,775,000 versus $27,442,000. We think our costs are at or below projections.

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Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

Logistics services, which is the charter brokerage, the fuel management subsidiary, is on schedule. They are opening up a neutral hub in Toledo for Schenker. They are opening up sometime this year a neutral hub in Hahn, Germany. The purpose of that neutral hub is to assist Schenker BAX in obtaining more revenue and more co-loading opportunities with non-BAX customers and other forwarders. That program we believe is not only going to create more flying for our entities; it is also going to create other revenue sources for logistics as well.

CAM is contracting and working on obtaining more 757s. I would tell you that we have more customers than we have airplanes. The airplane market is extremely tight.

I would guess that overall I think one of our goals certainly going into the future is that when we have this call you don’t see just DHL yellow; you see BAX/Schenker green and a number of other customers. Because if you look at our customer base you will see that it is highly diversified.

For those of you who don’t know much about Deutsche Bahn and BAX/Schenker, I encourage you to go to Deutsche Bahn’s annual report and look at Schenker; and you will see that their attitude on the U.S. domestic market is very positive. They feel that this market is an incredible growth opportunity for them, and they actually highlight the Toledo hub.

Charles Jack—Wall Street Access—Analyst

Okay, great. Thank you. Then just kind of looking at I guess kind of where block hours were in the fourth quarter and kind of what the outlook looks like for 2008. I mean, are you guys seeing—especially kind of given some of the weakness we’ve seen in the economy, are you guys seeing that being similar to 2007? Or how are you guys looking at that for next year?

Joe Hete—ABX Holdings, Inc.—CEO

I think we are actually going to see, in terms of the charter, the ACMI operations under ABX as well as under the ATI and CCIA, if you look at the assets that we have and where they are being deployed it is in areas outside the US, which has been relatively flat.

So we continue to see demand in and out of South America. The Asian demand obviously is there. That still is a growth market, so there are lots of opportunities there. Of course there is always a potential for additional aircraft within the ANA network, as well.

So overall I think the block hours are going to come on pretty strong. As we mentioned, we just started up operations or will be starting this week into Venezuela, and there are a number of opportunities that will open up to us by our getting the authority to get in and out of there.

Charles Jack—Wall Street Access—Analyst

Okay, great. I guess finally, I know you didn’t particularly want to comment on what DHL will do in May. But have you guys been talking with DHL about how you can help them in the US? It seems like you guys could be helpful here as part of the solution. Is that something you’re actively working on? Just any color that you guys could give there.

Joe Hete—ABX Holdings, Inc.—CEO

We are always working with them to look for opportunities. Obviously we are always going to have a slant that is more advantageous to ABX; but certainly it’s in everybody’s best interest to make sure that DHL is successful in the US and gets through their troubles with the current state of their business in the US.

So we are always in there pitching thoughts, ideas, anything that can hopefully make their operations more efficient.

Charles Jack—Wall Street Access—Analyst

In your opinion are they—have they been receptive to the comments and to the talks that you have had?

Joe Hete—ABX Holdings, Inc.—CEO

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Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

Yes, they have.

Charles Jack—Wall Street Access—Analyst

Okay, great. Thanks, guys.

Operator

David Campbell, Thompson, Davis & Co.

David Campbell—Thompson, Davis & Co.—Analyst

Good morning. I was interested in your brief comment you made about the domestic express market being increasingly competitive in this so-called downturn in cargo, although I haven’t seen a downturn in cargo.

But this strange comment coming from the fact that Kitty Hawk went out of business in October. So there is an awful lot of consolidations going on within the industry. So I just wondered if you could elaborate on that.

Joe Hete—ABX Holdings, Inc.—CEO

Peter Fox is here and I will let him respond about the BAX/Schenker. But my primary comment, David, was pointed more at the integrated carriers between FedEx, UPS, and DHL, not so much the heavyweight market. Peter, do you want to respond to the BAX side?

Peter Fox—ABX Holdings, Inc.—Chief Commercial Officer

Yes. I would say that BAX Global probably received about 25% to 30% of the heavyweight freight that was being serviced out of Fort Wayne. It was distributed to numerous entities. DHL got some; FedEx got some; UPS bought Emery. Menlo, they haven’t fared as well in terms of maintaining that heavyweight freight.

So with Kitty Hawk not operating, it creates other opportunities for us. One of the reasons why we are opening up the neutral hub in Toledo for Schenker BAX is to create a neutral environment for forwarders who don’t want to use somebody else’s color, like BAX/Schenker green. This allows them to have their airway bills handled by a third party.

But the good news is that we are using the infrastructure and the aircraft assets and the trucking assets of BAX/Schenker to help reduce the cost. Because we believe that the key going forward is higher utilization on existing assets.

David Campbell—Thompson, Davis & Co.—Analyst

So the forwarders in Toledo use other airlines to carry the freight?

Peter Fox—ABX Holdings, Inc.—Chief Commercial Officer

Forwarders use a multitude of airlines depending on the freight. They send freight in the bellies of passenger planes. They send them with integrators like UPS and DHL and FedEx. But they also, in BAX/Schenker’s case, they specialize in heavyweight freight. Just remember that when ABX Holdings purchased Cargo Holdings International and our subsidiaries, they purchased the largest provider of domestic US heavyweight freight by air in the U.S. market.

Joe Hete—ABX Holdings, Inc.—CEO

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FINAL TRANSCRIPT

Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

Just for a point of clarification, David, when Peter refers to a neutral hub, it is utilization of the existing BAX hub. It is a neutral entry point to that hub operation.

Peter Fox—ABX Holdings, Inc.—Chief Commercial Officer

If you look at Europe, and you would have to study the European market, which Schenker is extremely strong in, Schenker is either the number one or number two largest non-asset-based forwarder in the world. They understand their model.

Their model in Europe is a little different than the model here in the United States. But we are gravitating towards more of a European model. If you look at the European freight business, they make—their margins are a lot higher over there.

So there’s lots of improvements and things that we are working on that we believe is going to generate more revenue for ABX Holdings and at the same time serve our customer.

David Campbell—Thompson, Davis & Co.—Analyst

Okay. Thank you very much.

Operator

(OPERATOR INSTRUCTIONS) Gentlemen, you have no further questions at this time.

Joe Hete—ABX Holdings, Inc.—CEO

Thank you, moderator. Well, the last few months have been extremely busy. We are well aware that the market has yet to appreciate the potential of what we are building at ABX Holdings.

We have heard from many of you about that and talked to some of you face to face at the BB&T transportation conference last month. I realize part of the problem has been a lack of visibility on CHI. Now that we have remedied that with the 8-K, I expect that many if you will start generating models that fully reflect our business today.

By the time of our first-quarter conference call in May, I hope to be able to speak a lot more definitively about our plans for each of the businesses and how those plans will factor into our 2008 results.

Until then, I appreciate your support as we all work together to build the new ABX Holdings.

Operator

Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect. Have a good day.

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FINAL TRANSCRIPT

Mar. 18, 2008 / 10:00AM ET, ABXA—Q4 2007 ABX Air, Inc Earnings Conference Call

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EX-99.3

Exhibit 99.3

ABX Holdings, Inc.

ABX HOLDINGS ANNOUNCES EXECUTIVE APPOINTMENTS

Fox Appointed Chief Commercial Officer of ABX Holdings;

Graber Named President of ABX Air

WILMINGTON, OH—March 14, 2008—ABX Holdings, Inc. (NASDAQ:ABXA) announced today new executive appointments that reflect the greater size, scale and opportunities available to its growing family of air cargo businesses.

Peter Fox, 58, formerly president of Cargo Holdings International, which was acquired by ABX Holdings in December 2007, was appointed Chief Commercial Officer of ABX Holdings. Fox will develop new strategies and resources for building broader relationships with existing customers. He will also formulate initiatives to introduce new customers to the unique set of capabilities that the ABX companies offer, including comprehensive worldwide management of air cargo and related services for airlines, forwarders, and shippers.

Fox has served as President, and Chief Executive Officer of Cargo Holdings International since he founded the company in 1999 as the parent of several related businesses, including Capital Cargo International Airlines, Inc. (CCIA), an all-cargo air carrier.

“In his new role, Peter will have principal responsibility for developing the comprehensive set of products and services we envisioned when we first discussed joining our companies a year ago,” ABX Holdings President & CEO Joe Hete said. “He is already working with our operating businesses to help them more effectively apply our considerable technical, logistical, networking, financial, and marketing expertise to create sustainable advantages for our customers, and better returns for our shareholders.”

John Graber, 51, an industry veteran with over two decades of civil and military operational experience, was named President of ABX Air, Inc. He succeeds Joe Hete in that role, as Hete focuses on his role as president and CEO of ABX Holdings.

Graber came to ABX Air in July 2007 from AAR Corporation, where he was the President and General Manager of Aircraft Services in Indianapolis. He was the Senior Vice President of Operations and General Manager of the military and charter businesses at ATA Airlines.

“In a short period of time, John has become a key player in our ongoing discussions with DHL, and a leader in our continuing quest to improve our operations and make them better and more efficient. I am confident that ABX Air will continue to thrive and grow under his direction,” added Hete.

Also at ABX Holdings, Quint Turner, formerly Chief Financial Officer of ABX Air, was named Chief Financial Officer of ABX Holdings. Joseph Payne, formerly Vice President, General Counsel & Secretary of ABX Air, was named Senior Vice President, Corporate General Counsel and Secretary of ABX Holdings. Joining him on the corporate legal staff is George Golder, who was named Vice President, General Counsel & Assistant Secretary of ABX Holdings. Golder was Vice President, General Counsel and Secretary of CHI.

At ABX Air, in addition to Graber, Gary Stover was promoted from Senior Director, Airpark Services to Vice President, Airpark Services. John Starkovich moved up from Chief Labor Counsel to Vice President, Human Resources.

Todd Hunter, formerly Chief Financial Officer of CHI, was named President of Cargo Aircraft Management Inc., an aircraft conversion and leasing subsidiary of CHI. In addition to Hunter, the presidents of the other operating units of CHI are, respectively, Chris K. Chorley, CCIA; James L. Hobson, Jr., Air Transport International, L.L.C.; and Frank Visconti, LGSTX Services, Inc.

About ABX Holdings

ABX Holdings is a leading provider of air cargo transportation and related services to domestic and foreign air carriers and other companies that outsource their air cargo lift requirements. Through five principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ABX Holdings also provides aircraft leasing, aircraft maintenance services, airport ground services, fuel management, specialized transportation management, and air charter brokerage services. ABX Holdings’ subsidiaries include ABX Air, Inc., Air Transport International, L.L.C., Capital Aircraft Management, Inc., Capital Cargo International Airlines, Inc. and LGSTX Services, Inc. For more information, please see www.abxair.com and www.cargoholdings.com.

Contact: Quint Turner

ABX Air, Inc.

937-382-5591