10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 2001

Commission File Number 1-6512

AIRBORNE, INC.
(Exact name of registrant as specified in its charter)

Delaware

(State of incorporation or organization) 91-2065027
(IRS Employer Identification No.)

3101 Western Avenue
P.O. Box 662
Seattle, Washington 98111-0662

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (206) 285-4600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the close of the period covered by this report.

Common Stock, par value $1 per share
Outstanding (net of 3,240,526 treasury shares)            as of September 30, 2001	48,103,545 shares

AIRBORNE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET EARNINGS
(Dollars in thousands except per share data)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2001			2000			2001			2000
REVENUES:
Domestic	$	682,522		$	705,977		$	2,132,856		$	2,147,530
International		90,266			98,552			275,678			280,490
		772,788			804,529			2,408,534			2,428,020
OPERATING EXPENSES:
Transportation purchased		254,080			262,718			787,204			765,345
Station and ground operations		255,688			263,768			796,070			776,387
Flight operations and maintenance		133,286			143,665			428,658			425,729
General and administrative		62,767			64,312			200,427			191,309
Sales and marketing		21,689			20,200			69,020			60,740
Depreciation and amortization		51,655			52,892			156,977			152,768
Federal legislation compensation		(7,800	)		—			(7,800	)		—
		771,365			807,555			2,430,556			2,372,278
EARNINGS(LOSS)FROM OPERATIONS		1,423	)		(3,026	)		(22,022	)		55,742
OTHER INCOME (EXPENSE):
Interest, net		(4,924	)		(6,544	)		(13,875	)		(16,635	)
Discount onsales of receivables		(2,006	)		—			(7,993	)		—
Other		8,778			406			11,355			3,111
EARNINGS(LOSS)BEFORE INCOME TAXES		3,271			(9,164	)		(32,535	)		42,218
INCOME TAX BENEFIT(EXPENSE)		1,558			(3,655	)		(10,892	)		16,070
NET EARNINGS(LOSS) BEFORE        CHANGE IN ACCOUNTING		1,713		$	(5,509	)		(21,643	)		26,148
CUMULATIVE EFFECT OF CHANGE IN   ACCOUNTING, NET OF TAX		—			—			—			14,206
NET EARNINGS(LOSS)	$	1,713		$	(5,509	)	$	(21,643	)	$	40,354
NET EARNINGS (LOSS) PER SHARE:
BASIC
Before change in accounting	$	0.04		$	(0.11	)	$	(0.45	)	$	0.54
Cumulative effect of change in accounting		—			—			—		$	0.29
Net Earnings(Loss)	$	0.04		$	(0.11	)	$	(0.45	)	$	0.83
DILUTED
Before change in accounting	$	0.04		$	(0.11	)	$	(0.45	)	$	0.54
Cumulative effect of change in accounting		—			—			—			0.29
Net Earnings(Loss)	$	0.04		$	(0.11	)	$	(0.45	)	$	0.83
DIVIDENDS PER SHARE	$	0.04		$	0.04		$	0.12		$	0.12

See notes to consolidated financial statements.

2

AIRBORNE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	September 30			December 31
	2001			2000
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	139,107		$	40,390
Trade accounts receivable,
less allowance of $11,528 and $10,290		123,768			218,685
Spare parts and fuel inventory		41,487			43,231
Refundable income taxes		23,943			21,595
Deferred income tax assets		28,454			28,839
Prepaid expenses and other		41,956			20,809
TOTAL CURRENT ASSETS		398,715			373,549
PROPERTY AND EQUIPMENT, NET		1,269,380			1,324,345
EQUIPMENT DEPOSITS and OTHER ASSETS		42,904			48,025
TOTAL ASSETS	$	1,710,999		$	1,745,919
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	128,207		$	180,623
Salaries, wages and related taxes		77,647			71,179
Accrued expenses		135,930			83,518
Current portion of debt		6,963			477
TOTAL CURRENT LIABILITIES		348,747			335,797
LONG-TERM DEBT		318,506			322,230
DEFERRED INCOME TAX LIABILITIES		137,070			125,444
POSTRETIREMENT LIABILITIES		35,098			62,360
OTHER LIABILITIES		36,566			37,233
SHAREHOLDERS’ EQUITY:
Preferred Stock, without par value -
Authorized 5,200,000 shares, no shares issued
Common stock, par value $1 per share -
Authorized 120,000,000 shares
Issued 51,363,241 and 51,279,651 shares		51,344			51,280
Additional paid-in capital		304,603			303,885
Retained earnings		540,284			567,700
Accumulated other comprehensive income		(1,351	)		(136	)
		894,880			922,729
Treasury stock, 3,240,526 and 3,244,526
shares, at cost		(59,868	)		(59,874	)
		835,012			862,855
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,710,999		$	1,745,919

See notes to consolidated financial statements.

3

AIRBORNE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

			Nine Months Ended
			September 30
			2001				2000
OPERATING ACTIVITIES:
	Net Earnings(Loss)		$	(21,643	)	$	40,354
	Adjustments to reconcile net earnings(loss) to
		net cash provided by operating activities:
		Cumulative effect of change in accounting		—			(14,206	)
		Depreciation and amortization		156,977			152,768
		Deferred income taxes		12,010			17,135
		Postretirement obligations		(2,515	)		7,584
		Other		(527	)		7,901
	CASH PROVIDED BY OPERATIONS			144,302			211,536
	Change in:
		Proceeds from receivable securitization facility		50,000			—
		Receivables		44,917			(14,337	)
		Inventories and prepaid expenses		(19,403	)		(6,625	)
		Refundable income taxes		(2,348	)		—
		Accounts payable		(52,416	)		13,209
		Accrued expenses, salaries & taxes payable		34,132			10,074
	NET CASH PROVIDED BY OPERATING ACTIVITIES			199,184			213,857
INVESTING ACTIVITIES:
	Additions to property and equipment			(99,455	)		(302,390	)
	Dispositions of property and equipment			1,113			4,037
	Other			2,391			(7,051	)
	NET CASH USED BY INVESTING ACTIVITIES			(95,951	)		(305,404	)
FINANCING ACTIVITIES:
	Proceeds(repayments)from bank notes, net			(103,000	)		115,000
	Principal payments on debt			(902	)		(329	)
	Issuance of debt			1,596			—
	Proceeds on sale leaseback transactions, net			102,775			—
	Repurchase of common stock			—			(20,662	)
	Proceeds from common stock issuance			788			1,259
	Dividends paid			(5,773	)		(5,832	)
	NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES			(4,516	)		89,436
NET (DECREASE) INCREASE IN CASH				98,717			(2,111	)
CASH AT JANUARY 1				40,390			28,678
CASH AT SEPTEMBER 30			$	139,107		$	26,567

 

See notes to consolidated financial statements.

4

AIRBORNE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001 (Unaudited)

NOTE A—SUMMARY OF FINANCIAL STATEMENT PREPARATION:

The consolidated financial statements included herein are unaudited but include all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations and cash flows for the interim periods reported.

Certain amounts for prior periods have been reclassified to conform to the 2001 presentation.

NOTE B—LONG-TERM DEBT:

Long-term debt consists of the following:

			September 30		December 31
			2001		2000
		(In thousands)
Senior debt:
	Senior notes	$	200,000	$	200,000
	Aircraft Leases		102,837		—
	Revenue bonds		13,200		13,200
	Revolving bank credit		—		75,000
	Notes payable		—		28,000
	Other debt		9,432		6,507
			325,469		322,707
Less current portion			6,963		477
		$	318,506	$	322,230

The Company has a revolving credit agreement providing for a total commitment of $275 million. In June 2001, the agreement was amended to, among other requirements, provide certain assets as collateral to secure the commitment, reduce available borrowing capacity by the amount of outstanding letters of credit, establish revised covenants and amend the expiration date to June 2004. Capacity under the facility is dependent on a borrowing base determined by the amount of collateral pledged, with a maximum commitment of $275 million. At September 30, 2001 no borrowings were outstanding under the agreement and the Company was in compliance with restrictive covenants. With the current level of collateral pledged, available capacity under the agreement, net of outstanding letters of credit, was $43.6 million as of September 30, 2001. In June 2001, the outstanding senior notes of $200 million were secured in connection with the amended revolving credit agreement.

NOTE C—EARNINGS PER SHARE:

Basic earnings per share are based upon the weighted average number of common shares outstanding during the interim period. Diluted earnings per share are based upon the weighted average number of common shares outstanding during the interim period plus dilutive common equivalent shares applicable to the assumed exercise of outstanding stock options.

5

Weighted average shares outstanding used in earnings per share computations were as follows:

	Three Months Ended		Nine Months Ended
	September 30		September 30
	2001	2000	2001		2000
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	48,103,545	48,034,899		48,081,524	48,516,263
Diluted	48,128,062	48,185,156		48,104,026	48,850,931

NOTE D—SEGMENT INFORMATION

The Company has organized its business into two reportable operating segments. The domestic segment derives its revenues from the door-to-door delivery of small packages and documents throughout the United States, Canada, and Puerto Rico. Domestic operations are supported principally by Company operated aircraft and facilities. The international segment derives its revenues from express door-to-door delivery and a variety of freight services. International revenues are recognized on shipments where the origin and/or destination is outside of locations supported by the domestic segment. The Company uses a variable cost approach to delivering international services through use of existing commercial airline capacity in connection with its domestic network and independent express and freight agents in locations not currently served by Company-owned foreign operations.

The following is a summary of key segment information (in thousands):

	Three Months Ended					Nine Months Ended
	September 30					September 30
	2001		2000				2001			2000
SEGMENT REVENUES:
Domestic	$	682,522		705,997			$	2,132,856		$	2,147,530
International		90,266		98,552				275,678			280,490
	$	772,788	$	804,529			$	2,408,534		$	2,428,020
SEGMENT EARNINGS(Loss) FROM OPERATIONS:
Domestic	$	920	$	55			$	(20,230	)	$	61,786
International		503		(3,081	)			(1,792	)		(6,044	)
	$	1,423	$	(3,026	)		$	(22,022	)	$	55,742

6

NOTE E—OTHER COMPREHENSIVE INCOME:

Other comprehensive income includes the following transactions and tax effects for the three and nine month period ended September 30, 2001 and 2000 (in thousands):

	Three Months Ended									Nine Months Ended
	September 30, 2001									September 30, 2001
	Before Tax			Income Tax (Expense) or Benefit			Net of Tax			Before Tax			Income Tax (Expense) or Benefit		Net of Tax
Unrealized securities losses      arising during the period	$	(1,724	)	$	664	$	(1,060	)	$	(1,557	)	$	599	$	(958	)
Less: Reclassification      adjustment for gains      realized in net income		—			—		—			(32	)		12		(20	)
Net unrealized securities      losses		(1,724	)		664		(1,060	)		(1,589	)		611		(978	)
Foreign currency translation       adjustments		(41	)		16		(25	)		(351	)		114		(237	)
Other comprehensive       income (loss)	$	(1,765	)	$	680	$	(1,085	)	$	(1,940	)	$	725	$	(1,215	)

	Three Months Ended										Nine Months Ended
	September 30, 2000										September 30, 2000
	Before Tax			Income Tax (Expense) or Benefit				Net of Tax			Before Tax			Income Tax (Expense) or Benefit			Net of Tax
Unrealized securities losses      arising during the period	$	593		$	(228	)	$	365		$	1,043		$	(401	)	$	642
Less: Reclassification      adjustment for gains      realized in net income		(67	)		26			(41	)		(588	)		227			(361	)
Net unrealized securities      losses		526			(202	)		324			455			(174	)		281
Foreign currency translation       adjustments		(16	)		6			(10	)		(227	)		87			(140	)
Other comprehensive       income (loss)	$	510		$	(196	)	$	314		$	228		$	(87	)	$	141

NOTE F—OTHER INCOME:

Other income includes the following transactions for the three and nine month period ended September 30, 2001 and 2000 (in thousands):

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2001		2000		2001		2000
OTHER INCOME:
Gain on sales of radio frequencies	$	6,232	$	—	$	8,303	$	—
Gain on sale of securities		2,117		—		2,117		1,913
Other		429		406		935		1,198
	$	8,778	$	406	$	11,355	$	3,111

7

NOTE G—CHANGE IN ACCOUNTING:

Effective January 1, 2000, the Company changed its method of accounting for major engine overhaul costs on DC-9 aircraft from the accrual method to the direct expense method where costs are expensed as incurred. Previously, these costs were accrued in advance of the next scheduled overhaul based upon engine usage and estimates of overhaul costs. The Company believes that this new method is preferable because it is more consistent with industry practice and appropriate given the relatively large size of its DC-9 fleet.

The cumulative effect of this change in accounting resulted in a non-cash credit of $14,206,000, net of taxes, or $.29 per share on a diluted basis being recognized in the quarter ending March 31, 2000. Excluding the cumulative effect, this change increased net earnings for the third quarter and first nine months of 2000 by approximately $1.4 million, net of tax or $.03 per share, and $4.2 million, net of tax or $.09 per share, respectively.

NOTE H-NEW ACCOUNTING PRONOUNCEMENTS:

The Financial Accounting Standards Board ("FASB") recently issued Statement of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143 "Accounting for Asset Retirement Obligations" and SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived assets". SFAS No. 141 requires that all business combinations initiated after July 1, 2001 be accounted for using the purchase method of accounting. SFAS No. 142 requires that goodwill and some intangible assets be charged to expense through the testing and measuring of these items for impairment as opposed to periodic amortization over the estimated useful life of the assets. SFAS No. 143 requires entities to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred assuming a reasonable estimate of fair value can be made. SFAS No. 144 expands and clarifies previous accounting standards regarding the disposal of long-lived assets. SFAS No. 141, No. 142, No. 143 and No. 144 are not expected to have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

8

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS:

The Company reported net income for the third quarter of 2001 of $1.7 million, or $.04 per diluted share. This compares to a net loss of $5.5 million or $.11 per share for the third quarter of 2000 and a net loss of $6.4 million or $.13 per share reported in the 2nd quarter of 2001. For the first nine months of 2001, the net loss was $21.6 million or $.45 per share compared to net earnings before a change in accounting of $26.1 million or $.54 per share for the first nine months of 2000. Net earnings reported for the first nine months of 2000, including a $.29 per share credit for a change in accounting were, $40.4 million or $.83 per share.

The third quarter of 2001 included non-recurring gains on the sale of certain securities and FCC licensed radio frequencies totaling $8.3 million ($5.4 million after tax or $.11 per share). One time gains for frequency sales and securities gains for the first nine months of 2001 totaled $10.4 million ($6.8 million after tax or $.14 per share compared to $.02 per share in the first nine months of 2000).

The results for the third quarter of this year include pre-tax losses of approximately $13 million associated with lost business as a result of the September 11^th terrorist attacks.The two day closure of the Company’s air network by order of the Federal government following the attacks resulted in lost revenue and additional costs.The Company was able to partially adjust its network and continue business operations through the temporary expansion of its ground linehaul, hub and sort operations.During the week of the attacks shipment volumes declined 27% compared to year earlier levels. In the weeks following the attacks shipment volumes improved although fourth quarter volumes through early November continued to be approximately 3%on average below volumes of the comparable period of 2000.

The Company recorded a $7.8 million credit for compensation provided under the Air Transportation Safety and System Stabilization Act ("Act"). The Act, authorized by Congress shortly after the attacks, will provide compensation to eligible air carriers for certain direct losses associated with the closure of the national air system for the period beginning September 11^th and for incremental losses as a result of these attacks and ending on December 31, 2001. The Company anticipates being eligible for additional compensation in the 4^th quarter.

Operating results have been negatively impacted by a declining economy, which appears to be experiencing further slowing since the events of September 11^th. The Company has experienced shipment volume declines in its higher yielding domestic products and a shift in volume mix towards lighter weight lower yielding deferred products. These factors have hampered revenue growth. Despite the negative revenue growth, earnings from operations improved $6.6 million over the second quarter of 2001 and $4.4 million over the third quarter 2000. The improved results are due primarily to cost reduction actions the Company has taken.

9

The following table sets forth selected shipment and revenue data for the periods indicated:

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2001		2000		Change		2001		2000		Change
Shipments (in thousands):
Domestic
Overnight		40,389		45,540	(11.3	%)		130,148		139,694	(6.8	%)
Next Afternoon Service		12,327		13,430	(8.2	%)		38,963		41,044	(5.1	%)
Second Day Service		21,983		19,466	12.9	%		70,524		58,398	20.8	%
Ground Delivery Service		1,517		-	N/A			1,848		-	N/A
100 Lbs. And Over		57		72	(20.8	%)		184		214	(14.0	%)
Total Domestic		76,273		78,508	(2.8	%)		241,667		239,350	1.0	%
International
Express		1,375		1,506	(8.7	%)		4,524		4,584	(1.3	%)
Freight		95		102	(6.8	%)		299		297	0.7	%
Total International		1,470		1,608	(8.6	%)		4,823		4,881	(1.2	%)
Total Shipments		77,743		80,116	(3.0	%)		246,490		244,231	0.9	%
Average Pounds per Shipment:
Domestic		4.24		4.27	(0.7	%)		4.17		4.27	(2.3	%)
International		60.55		55.69	8.7	%		55.03		51.01	7.9	%
Average Revenue per Pound:
Domestic	$	2.04	$	2.07	(1.4	%)	$	2.06	$	2.07	(0.5	%)
International	$	0.99	$	1.09	(9.2	%)	$	1.02	$	1.11	(8.1	%)
Average Revenue per Shipment
Domestic	$	8.82	$	8.91	(1.0	%)	$	8.74	$	8.93	(2.1	%)
International	$	61.41	$	61.29	0.2	%	$	57.16	$	57.47	(0.5	%)

Domestic revenues decreased 3.3% and .7% in the third quarter and first nine months of 2001, respectively, in comparison to the same periods in 2000. Average domestic revenue per shipment declined 1.0% to $8.82 in the third quarter and 2.1% to $8.74 for the first nine months of 2001. The yield decreases are due to declines in higher yielding overnight express shipments coupled with slightly lower average shipment weights in all product categories. Domestic revenues have been aided by a fuel surcharge on revenue of 3% that was originally implemented in February 2000 and was raised to 4% beginning October 2000. In the third quarter and for the first nine months of 2001 fuel surcharge revenues were $22.4 million and $70.7 million, respectively. This compares to fuel surcharge revenues of$19.5 million and $51.9 million being recognized in the third quarter and first nine months of 2000. In January 2001 the Company announced a new pricing structure for its domestic services that included a rate increase, a shift to zone-based pricing and a non-scheduled pickup fee. These actions were targeted to improve yields and increase revenues. However, the lack of shipment growth and the shift by domestic customers to lower yielding, less time sensitive deferred services has diluted the impact.

Domestic shipments decreased 2.8% in the third quarter and increased 1.0% in the first nine months of 2001 compared to the same periods of 2000. The first nine months of 2001 had one less operating day than 2000. Higher yielding overnight shipments accounted for 53.0% of total domestic shipments in the third quarter compared to 58.0% in the third quarter of 2000. Overnight shipments declined 11.3% in the third quarter and 6.8% for the first nine months of 2001. Total shipments for the quarter and year to date periods include the Company’s airborne@home product, which was introduced in late 1999 to service the e-commerce and business to residential consumer markets. These shipments, included in the Second Day Service category for reporting purposes, totaled 4.7 million in the third quarter and 15.5 million in the first nine months of 2001 compared to 1.8 million and 3.5 million shipments in the comparable periods in 2000.

In April 2001 the Company expanded its service portfolio by introducing a new product, Ground Delivery Service (GDS). The new product leverages the Company’s sort and linehaul infrastructure and is being marketed to a target customer base. The Company believes GDS is an important initiative that is targeted to establish growth both from the deferred ground segment where it has not previously participated, and from the ability to leverage GDS with the cross marketing of higher yielding air express shipments. GDS totaled 1.5 million shipments in the third quarter and 1.8 million for the first nine months of 2001. The Company is targeting GDS volumes of between 50,000 and 60,000 shipments per day in the fourth quarter of 2001.

10

International revenues decreased 8.4% in the third quarter and 1.7% for the first nine months of 2001 compared to a year ago. Total international shipments decreased 8.6% in the third quarter of 2001 compared to 2000 and were 1.2% lower in the first nine months of 2001 compared to 2000.International revenues and shipments in the third quarter were negatively impacted by the terrorist attacks which not only suspended domestic flights but closed U.S. borders and suspended flight schedules that disrupted international operations for approximately two weeks. The slow economic environment and a typhoon in the Far East also hampered shipment volumes. Despite these events the international segments contribution to earnings for the third quarter was a profit of $.5 million compared to a loss of $3.1 million in 2000. The segment loss was $1.8 million in the first nine months of 2001 compared to $6.0 million in the comparable period of 2000. This improved segment performance was due primarily to improvement in margins on the international heavy weight freight product.

Operating expenses were 99.8% and 100.9% of revenues in the third quarter and first nine months of 2001, respectively, compared to 100.4% and 97.7% for the corresponding periods in 2000. Operating cost per shipment decreased 1.4% to $9.92 in the third quarter compared to $10.07 in the third quarter of 2000. Operating cost per shipment for the first nine months of 2001 increased 1.5% to $9.86 compared to the same period in 2000. Operating cost per shipment information and operating costs expressed as a percentage of revenues for the third quarter were negatively impacted by the loss of business due to the events of September 11^th. However, all categories of operating costs, except for sales and marketing category, decreased in the third quarter compared to the second quarter of 2001 as a result of the continued cost reduction initiatives.

The Company has been aggressively managing costs through a number of cost cutting measures to assist in improving operating results. The Company has reduced and combined flight segments, reduced labor hours, and cut discretionary expenses to achieve cost efficiencies. Specifically, labor hours have been reduced which resulted in a 3.9% improvement in productivity, as measured by shipments handled per paid employee hour, during the third quarter, over levels incurred during the same period of 2000. Hours paid during the third quarter of 2001 were approximately 3.3% and 5.8% less than those paid during the second and first quarters of 2001, respectively. Productivity for the first nine months of 2001 showed an improvement of 3.2% compared to the first nine months of 2000.The Company continues to manage productivity at levels sufficient to maintain a high level of overall customer service.

Transportation purchased as a percentage of revenues was 32.9% in the third quarter of 2001 compared to 32.7% a year ago. This category of expense was 32.7% of revenues for the first nine months of 2001 compared to 31.5% in 2000. The increase in costs as a percentage of revenues was primarily due to increased farmed out pickup and delivery, surface linehaul costs and delivery costs paid to the U.S. Postal Service for delivery of shipments. These increases were partially offset by lower international commercial airline and offshore agent related costs, in part due to lower shipment volumes.

Station and ground expense was 33.1% of revenues in the third quarter compared to 32.8% a year ago. Station and ground expense was 33.1% of revenues in the first nine months of 2001 versus 32.0% for the same period in 2000. Total costs in this category decreased $6.8 million from the level incurred in the second quarter of 2001 and $22.2 million from the first quarter of 2001. Reductions in labor hours incurred for pickup and delivery, sort and other field operations were the primary factors for the decline in expense in comparison to the second and first quarter of 2001 levels.

Flight operations and maintenance expense as a percentage of revenues during the third quarter of 2001 decreased to 17.2% as compared to 17.9% in the same period of 2000 and 17.7% in the 2nd quarter of 2001. For the first nine months of 2001 flight operations costs were 18.1% of revenues compared to 17.4% in the comparable period of 2000. The average aviation fuel price for the third quarter and first nine months of 2001 was $.91 and $.95 per gallon, respectively, compared to $1.03 and $.96 per gallon, respectively for the comparable periods in 2000. Aviation fuel consumption in the third quarter decreased 15.2% to 37.8 million gallons compared to 44.6 million gallons in the third quarter of 2000. Consumption in the second and first quarters of 2001 was 40.5 million and 43.6 million gallons, respectively.For the first nine months of 2001, aviation fuel consumption of 122.0 million

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gallons was 10.2% less than consumption for the comparable period in 2000. The decrease in consumption both sequentially and year over year is due, in part, to management efforts to reduce and combine certain flight segments to control costs beginning in the second quarter of 2001. Additionally, fuel consumption was lower due to the two day grounding of aircraft in September. Also, the Company has placed five additional 767 aircraft in service since the third quarter of 2000 thereby allowing less fuel-efficient DC-8 aircraft to be moved to shorter lane segments, backup status or to be removed from service. Maintenance costs decreased during the third quarter compared to a year ago but increased during the first nine months of 2001 as a result of having additional 767 aircraft in service compared to the same periods of last year. The Company had 118 aircraft in service (19 Boeing 767s, 25 DC-8’s and 74 DC-9’s) at the end of the third quarter compared to 117 aircraft at the end of the third quarter of 2000.

General and administrative expense was 8.1% and 8.3% of revenues for the third quarter and first nine months of 2001, respectively. This compares to 8.0% and 7.9% of revenues for the third quarter and first nine months of 2000, respectively. Inclusive in this cost category of expense is a one-time charge of $2.9 million, recorded in the second quarter of 2001, for severance and restructuring costs associated with the announced reduction in force effective June 1st. The Company has aggressively reduced costs in this category of expense in 2001 and continues to employ strong cost controls over labor and discretionary costs.

Sales and marketing costs were 2.8% of revenues in the third quarter and 2.5% in the first nine months of 2001 compared to 2.5% in the comparable periods of 2000. Increased sales personnel and compensation costs as well as expanded marketing efforts to attract new business have resulted in higher levels of expenditures in this category.

Depreciation and amortization expense constituted 6.7% of revenues in the third quarter and 6.5% in the first nine months of 2001. This compares to 6.6% of revenues for the third quarter and 6.3% in the first nine months of 2000. Depreciation expense in the third quarter of 2001 decreased slightly from the amounts recorded a year ago due to lower levels of capital expenditures in 2001 coupled with certain aircraft becoming fully depreciated. These declines offset the depreciation effects of placing additional 767 aircraft in service since the end of the third quarter of last year.

Interest expense in the third quarter and first nine months of 2001 was lower than in 2000 due, in part, to lower average borrowings outstanding. Additionally, interest capitalized was $2.0 million in the first nine months of 2001 compared to $5.0 million in the like period of 2000. The lower level of average borrowings was a result of the off balance sheet refinancing of $200 million of long-term debt under an accounts receivable securitization facility that was implemented in December 2000. Debt levels were increased in August 2001 when the Company completed two sale-leaseback transactions for five 767 aircraft, accounted for as capitalized leases, which provided proceeds of $102.8 million.

Discounts associated with recording the obligation to fund the purchaser’s costs under the Company’s accounts receivable securitization facility were $2.0 million in the third quarter of 2001 and $8.0 million for the year to date period. The Company considers this expense to be an interest type of financing cost. Because of the sales recognition treatment associated with this type of financing, the cost is recorded separate from interest expense.

Included in other income were non-recurring gains associated from the sales of FCC licensed radio frequencies totaling $6.2 million in the third quarter of 2001 and $8.3 million for the first nine months of 2001. The Company is in the process of converting from voice to digital communication technology to support its pickup and delivery operations. The Company anticipates recording an additional $1.0 million in gains in the fourth quarter of 2001 that will substantially complete the sale of these frequencies for the foreseeable future. Additionally, a non-recurring gain of $2.1 million was recorded and included in other income during the third quarter of 2001 from the sale of shares of Equant N.V.These shares were acquired through the Company’s participation in SITA, a cooperative of major airline companies, which primarily provides data communication services to the air transport industry. The Company had no cost basis in these shares. In the second quarter of 2000, a $1.9 million non-recurring gain was recorded on the sale of securities received in connection with the demutualization of Metropolitan Life. The Company, as policyholder, received stock securities of Metropolitan Life when the insurance company demutualized.

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The Company’s effective tax benefit rate of 33.5% for the first nine months of 2001 compared to an effective tax expense rate of 38.1% recorded in the first nine months of 2000. The effective tax expense rate was 47.6% for the third quarter of 2001 compared to a tax benefit rate of 39.9% in the third quarter of 2000. The lower tax benefit rate recorded for the first nine months of 2001 as compared to the tax expense rate incurred in 2000 is a function of the provision impact of non-deductible expenses and state taxes. The effective tax rate for 2001 is difficult to determine due to the provision impact and levels of nondeductible expenses and state taxes in relation to earnings.

The strength of the U.S. and global economies will have an impact on the results of operations for the balance of 2001 and into 2002 and beyond. The current lack of visibility regarding economic growth has caused the Company to expect continued pressure on shipment and revenue growth, particularly in its higher yielding overnight express product. While the Company is continuing to aggressively manage costs, it will be difficult to make reductions of the magnitude made over the past two quarters. The Company has taken actions to substantially reduce its cost structure, so that it is positioned to benefit from an economic rebound and resulting volume growth when that occurs.

Liquidity and Capital Resources:

Cash provided by operations net of the change in working capital for the first nine months of 2001 was $149.2 million (exclusive of $50 million in proceeds from the receivable securitization facility). This compares to $213.9 million recorded in the first nine months of 2000.

Capital expenditures continue to be a primary factor affecting the financial condition of the Company. During the nine months of 2001, total capital expenditures net of dispositions were $98.3 million compared to $298.4 million during the corresponding period of 2000. Capital spending has been reduced significantly in 2001 compared to 2000 due to management efforts to maintain spending at levels that better match the lower level of operating performance and shipment volume growth. The Company currently anticipates 2001 capital expenditures to be approximately $130 million, down from the previous target of $170 million.

The Company’s operating cash flow is a major source of liquidity. Additional liquidity of $50 million was provided in the first nine months of 2001 through the accounts receivable securitization facility implemented in December 2000. In July 2001, this facility was amended to provide for a maximum of $250 million in proceeds from the sale of eligible receivables in addition to extending the term of the liquidity facility for a three-year period as opposed to the 364-day term of the previous agreement. As of the end of September 2001, a total of $200 million of receivables had been sold under this facility with eligible receivables supporting total advances of $216 million.

The Company also completed a renegotiation of its $275 million revolving credit agreement in June 2001. The renegotiated facility, which expires in June 2004, is collateralized by certain assets, reduces borrowing capacity by the amount of outstanding letters of credit and established new restrictive covenants. At September 30, 2001, the Company had pledged collateral to support approximately $141 million of the $275 million commitment and has the ability to pledge additional collateral. As of September 30, 2001, no borrowings were outstanding, letter of credit commitments were $98 million and available capacity was $43 million. The Company was in compliance with restrictive covenants under the agreement.

In July 2001, the Company arranged a TRAC (Terminal Rental Adjustment Clause) Lease facility for prospective vehicle acquisitions of up to $20 million in 2001. Historically, the Company has purchased its vehicles. With the TRAC Lease, Airborne has the option to purchase the delivery vehicles at the end of the lease term. As of September 30, 2001 the Company had placed $3.4 million of vehicle acquisitions under this arrangement.

In August 2001, the Company completed two sale-leaseback transactions on five Boeing 767-200 aircraft and received proceeds of $102.8 million. The transactions were accounted for as capitalized leases for financial reporting purposes. The Company used these proceeds to increase cash reserves and invested amounts in short-term commercial paper and money market instruments.

The Company’s ratio of long-term debt to total capitalization (exclusive of the receivable securitization) was 24.7% at September 30, 2001 compared to 24.6% at December 31, 2000 and 30.1% at September 30, 2000.

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In management’s opinion, existing cash reserves, internally generated cashflows from operations coupled with resources available under the accounts receivable securitization facility and the revolving credit agreement should provide adequate flexibility to finance capital expenditures and meet other liquidity requirements for the balance of 2001 and into 2002.

FORWARD LOOKING STATEMENTS:

Statements contained herein and in other parts of this report, which are not historical facts, are considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Such statements relating to future events involve risks and uncertainties, which are inherently difficult to predict, including statements regarding future shipment growth and product acceptance, compensation expected under the Air Transportation Safety and System Stabilization Act, capacity requirements, capital expenditure levels and the adequacy of available financing capacity. Actual results, however, may vary because of competitor pricing initiatives, customer demand for time-definite and deferred services,the ability of management to successfully implement growth and profitability initiatives, economic and regulatory conditions, the ability to secure adequate financing, fuel volatility and labor disputes.

PART II. OTHER INFORMATION

EXHIBIT NO.      10 Material Contracts

10(a)	Employment Agreement dated April 24, 2001 between the Company and Mr. Robert T. Christensen. Substantially identical agreements exist between the Company and most of its officers.
10(b)	Employment Agreement dated April 24, 2001 between the Company and Mr. Lanny H. Michael, Senior Vice President, Chief Financial Officer. Substantially identical agreements exist between the Company and eight other of its executive officers.

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SIGNATURES

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

		AIRBORNE, INC.
		(Registrant)
Date:	11/14/01	/s/ Lanny H. Michael
		Lanny H. Michael
		Senior Vice President & Chief Financial Officer
Date:	11/14/01	/s/ Robert T. Christensen
		Robert T. Christensen Chief Accounting Officer

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EX-10.(A) 3 dex10a.htm EMPLOYMENT AGREEMENT WITH ROBERT T. CHRISTENSEN

Exhibit 10(a)

April 24, 2001

Robert T. Christensen
c/o Airborne Express, Inc.
Post Office Box 662
Seattle, WA 98111-0662

Dear Mr. Christensen:

Airborne, Inc., a Delaware corporation ("Airborne" and, collectively with its direct and indirect wholly-owned subsidiaries the "Company") and the Board of Directors of Airborne ("Board") are not necessarily opposed to any merger proposal or acquisition attempt by third parties. We recognize, and insist that our executives recognize, that in such matters our responsibility is to serve the best interests of our shareholders in maximizing the worth and potential of their investment. However, Airborne, as a publicly held corporation, must be aware that insofar as it may be the subject of acquisition attempts, such attempts do raise the possibility of a change in control of the Airborne. It further recognizes that such a possibility can breed uncertainties as to the continued tenure and fair treatment of key executives regardless of their value to the Company and their individual merit. The Company is concerned that the possibility of acquisition attempts and a change in control can have an adverse effect on its retention of key management personnel, and that such acquisition attempts can make it difficult for such personnel to function most effectively in the best interests of the Company and its shareholders. In light of these concerns, the Board has determined that it is appropriate to offer additional security to certain key management personnel to better enable them to function effectively without distraction in the event that uncertainties as to the future control of the Company should arise.

Therefore, to induce you to remain in the employ of the Company and to encourage a high level of effective management in the best interests of the Company and Airborne’s shareholders, this letter agreement sets forth certain benefits which the Company agrees will be provided to you if your employment with the Company should be terminated other than for cause, or by death, disability or normal retirement, subsequent to a "change in control" of Airborne as defined and set forth in this Agreement. As the purpose of this Agreement is to provide you with stability of job tenure without being discriminated against because of activities on behalf of the Company and Airborne’s shareholders in the face of a possible "change in control" or in the alternative to provide you with certain defined severance benefits in the face of termination without cause or upon discriminatory treatment after a "change in control," the provisions of this Agreement with regard to benefits shall not apply unless and until a "change in control" occurs. Further, the benefits set forth in Section 7 of this Agreement will not be provided if you cease to be in the Company’s employ, even after a "change in control" and during the term of this Agreement, because of death, normal

retirement, disability, "for cause," or because of voluntary termination by you without "good reason" as they are defined herein.

1.    Term. This Agreement will at all times have a two-year term. At such time as either you or the Company give written notice to the other party that this Agreement is to be terminated (such notice on your part to have no force or effect unless given by you no later than two years after a "change in control"), then this Agreement will expire two years from receipt of the notice. In any event, this Agreement will terminate at your normal retirement date as defined herein.

2.    Change in Control. For the purposes of invoking your benefits under this Agreement, a "change in control" shall mean the occurrence of any one of the following actions or events:

(a)    The acquisition by any person of the power, directly or indirectly, to exercise a controlling influence over the management or policies of Airborne (either alone or pursuant to an arrangement or understanding with one or more other persons), whether through ownership of voting securities, through one or more intermediaries, by contract, by way of a reorganization, merger or consolidation, or otherwise; or

(b)    The acquisition by a person who is not a U.S. citizen (either alone or pursuant to an arrangement or understanding with one or more other persons) of the ownership of or power to vote 25% or more of the outstanding voting securities of Airborne; or

(c)    The acquisition by a person who is a U.S. citizen (either alone or pursuant to an arrangement or understanding with one or more other persons) of the ownership of or power to vote 35% or more of the outstanding voting securities of the Company; or

(d)    If during a period of six years after the acquisition by any person, directly or indirectly, of the ownership of or power to vote 10% or more of the outstanding voting securities of Airborne, the individuals who prior to such acquisition were Directors of the Company ("Prior Directors") shall cease to constitute a majority of the Board, unless the nomination of each new Director was approved by a vote of a majority of the Prior Directors;

The term "person" for purposes of this paragraph shall include a natural person, corporation, partnership, association, joint-stock company, trust fund, or organized group of persons.

3.    Death, Retirement and Disability. In the event of your death, normal retirement, disability or voluntary termination without good reason during the term hereof and following a "change in control," you or your estate will be entitled to receive only those applicable benefits under any plans, programs and policies in effect with regard to the executives or salaried employees of the Company. For purposes of this Agreement, normal retirement and disability are defined as follows:

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(a)   Normal Retirement: For purposes of this Agreement, termination by the Company or you of your employment based on normal retirement shall mean termination at age 65 or such earlier or later age set in accordance with the retirement policy then generally in effect with regard to the Company’s salaried employees which is not discriminatory as to you. Normal retirement shall also include retirement in accordance with any early or deferred retirement age or date established with your consent.

(b)   Disability: Disability as grounds for termination shall mean physical or mental illness resulting in your absence from your duties with the Company on a full time basis for 365 consecutive days following the exhaustion of all current and accrued sick leave and vacation (as provided by Company policy to all salaried employees on a nondiscriminatory basis). If within thirty (30) days after written notice of proposed termination for disability is given by the Company, you have not returned to the full time performance of your duties, the Company may terminate your employment by giving written Notice of Termination for "Disability."

4.     Other Termination Following a Change in Control. If a "change in control" occurs and you are subsequently terminated as an employee by the Company during the term of this Agreement (except for normal retirement, disability or for cause as hereinafter defined) or if you terminate your employment for good reason, as hereinafter defined, you will be entitled to receive the benefits set forth in Section 7 hereof.

5.     Cause. After a "change in control," the Company may terminate your employment for "cause" without liability under the benefit provisions hereof only upon:

(a)    The willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board which specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or

(b)    The willful engaging by you in gross misconduct demonstrably injurious to the Company.

For the purpose of this Section 5, no act, or failure to act, on your part shall be considered "willful" if done, or omitted to be done, by you in good faith and in the reasonable belief that your act or omission was in the best interests of the Company. You shall not be deemed to have been terminated for cause unless and until you receive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth in clauses (a) or (b) of the first sentence of this Section 5 and specifying the particulars thereof.

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If your employment is terminated for cause, the Company shall pay you your then current full base salary plus vacation and any other compensation actually accrued through the date of termination, and the Company shall have no further obligation to you.

6. Good Reason. You may regard your employment as constructively terminated by the Company, and yourself terminate your employment for "good reason" following a "change in control" and during the term hereof, receiving the benefits set forth in Section 7, upon the happening of one or more of the following events which will constitute good reason for your own termination of your employment:

(a) Without your express written consent, the assignment to you of any duties not customarily performed by senior executives of the Company and inconsistent with your position as senior executive prior to a "change in control," or the failure of the Company to maintain you in senior executive position; or to provide you with the normal perquisites of a senior executive of the Company, including but not limited to an office and appropriate support services.

(b) A reduction by the Company in your base salary as in effect prior to a "change in control" unless such reduction is applied to all officers of the Company and does not exceed the average percentage reduction in base salary for all officers of the Company, with a maximum permissible reduction of 25%, or the failure by the Company to increase such base salary each year following a "change in control" by an amount which equals at least one-half (½), on a percentage basis, the average percentage increase in base salary for all officers of the Company or any parent or successor of the Company during the prior two full calendar years;

(c) A failure by the Company to maintain any of the employee benefits to which you are entitled prior to a "change in control" at a level equal to or greater than that in effect prior to a "change in control," through the continuation of the same or substantially similar plans, programs and policies, or the taking of any action by the Company which would adversely affect your participation in or materially reduce your benefits under any such plans, programs or policies or deprive you of any fringe benefits enjoyed by you prior to a "change in control," unless such a reduction in benefits is nondiscriminatory as to you and is applied generally.

(d) The failure by the Company to provide you with the number of paid vacation days to which you would be entitled as a salaried employee of the Company, its subsidiaries or affiliates, or any parent or successor of the Company on a nondiscriminatory basis.

(e) The Company’s requiring you to be based anywhere other than your current location except for required travel on the Company’s business to an extent substantially consistent with your present business travel obligations; or the relocation of your offices outside of their current location without your consent.

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(f)    Any purported termination of your employment by the Company which is not effected pursuant to the notice of termination and procedures required by the specific provision relied upon (i.e., Disability, or Cause), or normal retirement as defined in Section 3 hereof, or any purported termination for which the grounds relied upon are not valid.

Upon the happening of one or more of these events, should you choose to regard your employment as constructively terminated, delivery of a written notice of termination setting forth the "good reason" therefor will entitle you to the benefits as set forth in Section 7 hereof.

7.     Compensation Upon Termination Without Cause or Termination for Good Reason. If after a "change in control" and during the term hereof, (i) you are terminated by the Company other than by reason of normal retirement, disability or for cause under the definitions and procedures as set forth herein, or (ii) you choose to terminate your employment for "good reason" as set forth herein, then the Company shall pay to you the following amounts:

(a)    Your full base salary through the date of any Notice of Termination plus payment for all accrued vacation, and any deferred compensation to which you are entitled for the year most recently ended and the pro rata share of any such compensation which would be due in the year of termination, up to the date of termination, to the extent not already paid; plus

(b)    An amount equal to:

(i)    The sum of your annual base salary at the rate in effect as of your termination plus the amount of any additional compensation awarded you for the year most recently ended (whether or not fully paid) including any sums awarded under the Executive Incentive Compensation Plan, the Executive Group Incentive Compensation Plan and the Management Incentive Compensation Plan, multiplied by:

(ii)    The number two. If your normal retirement date is less than two (2) years from your termination date, then the multiplier shall be that fraction remaining until your normal retirement date rounded to the nearest tenth (i.e., 18 months equals 1.5, 8 months equals .7).

(iii)    With regard to the Company’s Profit Sharing Plan and Retirement Income Plan, the Company shall pay a lump sum equal to the amount forfeited by you, if any, under such plan which would have vested if your employment had continued for the remaining term of this Agreement.

(iv)      For the remaining term of this Agreement prior to your normal retirement date, the Company shall pay your health insurance premiums, provided you have elected COBRA continuation coverage, and at the end of such continuation coverage period it shall at its option either arrange for you to receive health benefits substantially similar to those which you were receiving immediately prior to termination of the coverage period, or pay to you an amount equal to the premiums the

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Company would pay on your behalf for participation in such health plan or plans for the remaining term of this Agreement prior to your normal retirement date.

(v)     The Company shall maintain in full force and effect at its expense, for the remaining term of this Agreement prior to your normal retirement date, all other employee benefit plans, programs and policies (including any life or health insurance plans) in which you were entitled to participate immediately prior to your termination, provided that your continued participation is possible under the general terms and provisions of such plans, programs and policies. In the event that your participation in any such plan, program or policy is not possible under its terms and conditions, the Company shall arrange to provide you with benefits substantially similar to those which you would have been entitled to receive under each plan, program or policy. At the end of the period of coverage, you will have the option to have assigned to you at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating to you and to take advantage of any conversion privileges pertinent to the benefits available under Company policies.

(vi)    In addition to the payment of benefits to which you are entitled under the qualified retirement plans maintained by the Company in which you are a participant on the date of your termination, the Company shall pay you in cash at age 65 or such earlier retirement date permitted under the plan or plans as you may elect, an amount equal to the sum of the following: (a) the difference between the actuarial equivalent of the amount which you are entitled to receive, if any, under the Supplemental Executive Retirement Plan and the amount which you would have received from such plan if you had continued in the employ of the Company for an additional two years. If your normal retirement date would occur during that two-year period, then the amount of such additional compensation shall be calculated on the basis that your employment continued to that date. For the purposes of the calculation of benefits under the Supplemental Executive Retirement Plan, the "actuarial equivalent" shall be determined by assuming your survival to age 80, and (b) the difference between the actuarial equivalent of the amount which you are entitled to receive, if any, under the Retirement Income Plan and the amount which you would have received from such plan if you had continued in the employ of the Company for an additional two years. If your normal retirement date would occur during that two-year period, then the amount of such additional compensation shall be calculated on the basis that your employment continued to that date. For the purposes of the calculation of benefits under the Retirement Income Plan, the "actuarial equivalent" shall be determined by assuming your survival to age 80.

(vii)   At your option, in lieu of shares of common stock of Airborne, without par value ("Airborne Shares") issuable upon exercise of options ("Options"), if any, granted to you under the Airborne Key Employee’s Stock Option and Stock Appreciation Rights Plans (to which options employee waives all rights upon the making of the payment referred to below), you shall receive an amount in cash equal to the difference between the exercise prices of all Options held by you whether or not then fully exercisable, and the higher of (a) the mean between the closing bid and asked prices on the New York Stock Exchange on the date of termination or (b) the highest

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price per Airborne Share actually paid in connection with any change in control of Airborne.

(viii) Notwithstanding any other provisions of this Agreement, if any severance benefits under this Section 7 of this Agreement, together with any other Parachute Payments (as defined under Internal Revenue Code Section 280(G)(b)(2)) made by the Company to you, if any, are characterized as Excess Parachute Payments (as defined in Internal Revenue Code, Section 280(G)(b)(1)), then the Company shall pay to you, in addition to the payments to be received under this Section, an amount equal to the excise taxes imposed by Section 4999 of the Code on your Excess Parachute Payments, plus an amount equal to the federal and, if applicable, state income taxes which will be payable by you as a result of this additional payment.

8.   Payments and Disputes. For purposes of this Agreement, your date of termination will be the date written Notice of Termination is given by the Company to you. If termination is under circumstances invoking the benefits or Section 7, then the sums specified therein will be paid no more than ten (10) working days after the date of termination, except that the portion of the payment based upon the amounts payable under the Management Incentive Compensation Plan, the Profit Sharing Plan, the Retirement Income Plan and the Supplemental Executive Retirement Plan shall be paid no later than ten (10) working days after the amounts payable under such plans have been determined following availability of results necessary for computation of such amounts.

In the event that the Company wishes to contest or dispute a termination for "good reason" by you, it must give written notice of such dispute within the five day period after the date of termination. If you wish to contest or dispute a termination by the Company, or any failure to make payments claimed to be due hereunder, you must give written notice of such dispute within thirty days of receiving a Notice of Termination. In the event of a dispute, the Company shall continue to pay your full base salary and continue all your employee benefits in force until final resolution of any such dispute by mutual agreement or the final judgment, decree or order of a court of competent jurisdiction (including any appeals, if such are perfected). You may, at your or the Company’s option, be suspended from all duties during the pendency of such a contest or dispute. If you prevail in any such contest or dispute, the Company shall thereupon be liable for the full amounts due under Section 7 as of the date of termination after adjustments for amounts already paid.

The Company will pay all fees and expenses, including full attorneys’ fees, incurred by you in good faith in contesting or disputing any termination after a "change in control" or in seeking to obtain or enforce any right or benefit provided by this Agreement.

In the event that any payments due hereunder shall be delayed for any reason for more than ten working days from the date of termination (or availability of results under the Management Incentive Compensation Plan, the Profit Sharing Plan, the

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Retirement Income Plan or the Supplemental Executive Retirement Plan, as above provided), the amounts due shall bear the maximum legal rate of interest until paid.

Notwithstanding the provisions as to time of payment as above set forth, you may at your sole option elect to have some or all of such amounts due you deferred to a date or dates of your choosing over a period not to exceed three years, in which event the unpaid balances shall not bear interest during the deferred period elected by you.

9.     Mitigation. You shall not be required to mitigate the amount of any payment due under Section 7 by seeking other employment. If you should accept a position with another employer after your date of termination and during the period of provision of benefits under Section 7, then the Company shall have no further liability for the provision of benefits or further payments under Section 7(b)(iv) and (v), and the remaining term of this Agreement for purposes of Section 7(b)(vi) will terminate as of the date of your new employment.

10.   Covenant for Confidentiality and Not to Compete.

You agree that as an executive of the Company, with important responsibilities for and knowledge of its operations, your services are a valuable asset to the Company and that you have access to business information of material importance to the Company. Therefore, to protect the Company’s interest in you and in the integrity and success of its operations, you agree that during the term of this Agreement while employed by the Company you will keep all Company information confidential and will not enter into the employment of, or invest in or contribute to, participate in the activities of, or act as consultant to or advise any enterprise in whatever form organized and carried on which is directly competitive with any business activity then conducted or planned by the Company, provided, however, that you may make investments in publicly traded securities of any issuer if the securities owned represent less than 1% of the class of such securities of such issuer then issued and outstanding. You further agree that for a period of one year following the termination of your employment with the Company you will continue to keep all Company information confidential and that you will not enter into the employment in an executive or consultant capacity or serve on the Board of Directors of any enterprise in whatever form organized and carried on which is directly competitive with any business activity then conducted by the Company within the continental United States.

11.   Successors; Binding Agreement.

(a)   This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company. As used herein, "Company" shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid.

(b)   This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs,

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distributees, devisees and legatees. If you should die while any amounts are still payable to you hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be not such designee, to your estate.

12.   Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by United States certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chief Executive Officer of Airborne or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

13.   Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by you and the Chief Executive Officer of Airborne or such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach of, or lack of compliance with, any conditions or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

This Agreement supercedes any prior agreement between the Company and you with respect to the matters set forth herein.

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington.

14.   Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

15.   Counterparts. This Agreement is to be executed in counterparts, each of which shall be deemed to be an original.

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If this letter correctly sets forth our agreements, sign and return to the Company the enclosed copy of this letter, retaining your copy for your files.

AIRBORNE, INC.

/s/ Robert S. Cline

Robert S. Cline

Chairman

AIRBORNE EXPRESS, INC.

/s/ David C. Anderson

David C. Anderson

Vice President, General Counsel, and

Corporate Secretary

/s/ Robert T. Christensen

Robert T. Christensen

Vice President, Corporate Controller

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EX-10.(B) 4 dex10b.htm EMPLOYMENT AGREEMENT WITH LANNY H. MICHAEL

Exhibit 10(b)

April 24, 2001

Lanny H. Michael
c/o Airborne Express, Inc.
Post Office Box 662
Seattle, WA 98111-0662

Dear Mr. Michael:

Airborne, Inc., a Delaware corporation ("Airborne" and, collectively with its direct and indirect wholly-owned subsidiaries the "Company") and the Board of Directors of Airborne ("Board) are not necessarily opposed to any merger proposal or acquisition attempt by third parties. We recognize, and insist that our executives recognize, that in such matters our responsibility is to serve the best interests of our shareholders in maximizing the worth and potential of their investment. However, Airborne, as a publicly held corporation, must be aware that insofar as it may be the subject of acquisition attempts, such attempts do raise the possibility of a change in control of the Airborne. It further recognizes that such a possibility can breed uncertainties as to the continued tenure and fair treatment of key executives regardless of their value to the Company and their individual merit. The Company is concerned that the possibility of acquisition attempts and a change in control can have an adverse effect on its retention of key management personnel, and that such acquisition attempts can make it difficult for such personnel to function most effectively in the best interests of the Company and its shareholders. In light of these concerns, the Board has determined that it is appropriate to offer additional security to certain key management personnel to better enable them to function effectively without distraction in the event that uncertainties as to the future control of the Company should arise.

Therefore, to induce you to remain in the employ of the Company and to encourage a high level of effective management in the best interests of the Company and Airborne’s shareholders, this letter agreement sets forth certain benefits which the Company agrees will be provided to you if your employment with the Company should be terminated other than for cause, or by death, disability or normal retirement, subsequent to a "change in control" of Airborne as defined and set forth in this Agreement. As the purpose of this Agreement is to provide you with stability of job tenure without being discriminated against because of activities on behalf of the Company and Airborne’s shareholders in the face of a possible "change in control" or in the alternative to provide you with certain defined severance benefits in the face of termination without cause or upon discriminatory treatment after a "change in control," the provisions of this Agreement with regard to benefits shall not apply unless and until a "change in control" occurs. Further, the benefits set forth in Section 7 of this

Agreement will not be provided if you cease to be in the Company’s employ, even after a "change in control" and during the term of this Agreement, because of death, normal retirement, disability, "for cause," or because of voluntary termination by you without "good reason" as they are defined herein.

1.    Term. This Agreement will at all times have a three-year term. At such time as either you or the Company give written notice to the other party that this Agreement is to be terminated (such notice on your part to have no force or effect unless given by you no later than three years after a "change in control"), then this Agreement will expire three years from receipt of the notice. In any event, this Agreement will terminate at your normal retirement date as defined herein.

2.    Change in Control. For the purposes of invoking your benefits under this Agreement, a "change in control" shall mean the occurrence of any one of the following actions or events:

(a)    The acquisition by any person of the power, directly or indirectly, to exercise a controlling influence over the management or policies of Airborne (either alone or pursuant to an arrangement or understanding with one or more other persons), whether through ownership of voting securities, through one or more intermediaries, by contract, by way of a reorganization, merger or consolidation, or otherwise; or

(b)    The acquisition by a person who is not a U.S. citizen (either alone or pursuant to an arrangement or understanding with one or more other persons) of the ownership of or power to vote 25% or more of the outstanding voting securities of Airborne; or

(c)    The acquisition by a person who is a U.S. citizen (either alone or pursuant to an arrangement or understanding with one or more other persons) of the ownership of or power to vote 35% or more of the outstanding voting securities of the Company; or

(d)    If during a period of six years after the acquisition by any person, directly or indirectly, of the ownership of or power to vote 10% or more of the outstanding voting securities of Airborne, the individuals who prior to such acquisition were Directors of the Company ("Prior Directors") shall cease to constitute a majority of the Board, unless the nomination of each new Director was approved by a vote of a majority of the Prior Directors;

The term "person" for purposes of this paragraph shall include a natural person, corporation, partnership, association, joint-stock company, trust fund, or organized group of persons.

3.    Death, Retirement and Disability. In the event of your death, normal retirement, disability or voluntary termination without good reason during the term hereof and following a "change in control," you or your estate will be entitled to receive only those applicable benefits under any plans, programs and policies in effect with

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regard to the executives or salaried employees of the Company. For purposes of this Agreement, normal retirement and disability are defined as follows:

(a)   Normal Retirement: For purposes of this Agreement, termination by the Company or you of your employment based on normal retirement shall mean termination at age 65 or such earlier or later age set in accordance with the retirement policy then generally in effect with regard to the Company’s salaried employees which is not discriminatory as to you. Normal retirement shall also include retirement in accordance with any early or deferred retirement age or date established with your consent.

(b)   Disability: Disability as grounds for termination shall mean physical or mental illness resulting in your absence from your duties with the Company on a full time basis for 365 consecutive days following the exhaustion of all current and accrued sick leave and vacation (as provided by Company policy to all salaried employees on a nondiscriminatory basis). If within thirty (30) days after written notice of proposed termination for disability is given by the Company, you have not returned to the full time performance of your duties, the Company may terminate your employment by giving written Notice of Termination for "Disability."

4.   Other Termination Following a Change in Control. If a "change in control" occurs and you are subsequently terminated as an employee by the Company during the term of this Agreement (except for normal retirement, disability or for cause as hereinafter defined) or if you terminate your employment for good reason, as hereinafter defined, you will be entitled to receive the benefits set forth in Section 7 hereof.

5.   Cause. After a "change in control," the Company may terminate your employment for "cause" without liability under the benefit provisions hereof only upon:

(a)   The willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board which specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or

(b)   The willful engaging by you in gross misconduct demonstrably injurious to the Company.

For the purpose of this Section 5, no act, or failure to act, on your part shall be considered "willful" if done, or omitted to be done, by you in good faith and in the reasonable belief that your act or omission was in the best interests of the Company. You shall not be deemed to have been terminated for cause unless and until you receive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith

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opinion of the Board you were guilty of conduct set forth in clauses (a) or (b) of the first sentence of this Section 5 and specifying the particulars thereof.

If your employment is terminated for cause, the Company shall pay you your then current full base salary plus vacation and any other compensation actually accrued through the date of termination, and the Company shall have no further obligation to you.

6.   Good Reason. You may regard your employment as constructively terminated by the Company, and yourself terminate your employment for "good reason" following a "change in control" and during the term hereof, receiving the benefits set forth in Section 7, upon the happening of one or more of the following events which will constitute good reason for your own termination of your employment:

(a)   Without your express written consent, the assignment to you of any duties not customarily performed by senior executives of the Company and inconsistent with your position as senior executive prior to a "change in control," or the failure of the Company to maintain you in senior executive position; or to provide you with the normal perquisites of a senior executive of the Company, including but not limited to an office and appropriate support services.

(b)   A reduction by the Company in your base salary as in effect prior to a "change in control" unless such reduction is applied to all officers of the Company and does not exceed the average percentage reduction in base salary for all officers of the Company, with a maximum permissible reduction of 25%, or the failure by the Company to increase such base salary each year following a "change in control" by an amount which equals at least one-half (½), on a percentage basis, the average percentage increase in base salary for all officers of the Company or any parent or successor of the Company during the prior two full calendar years;

(c)   A failure by the Company to maintain any of the employee benefits to which you are entitled prior to a "change in control" at a level equal to or greater than that in effect prior to a "change in control," through the continuation of the same or substantially similar plans, programs and policies, or the taking of any action by the Company which would adversely affect your participation in or materially reduce your benefits under any such plans, programs or policies or deprive you of any fringe benefits enjoyed by you prior to a "change in control," unless such a reduction in benefits is nondiscriminatory as to you and is applied generally.

(d)   The failure by the Company to provide you with the number of paid vacation days to which you would be entitled as a salaried employee of the Company, its subsidiaries or affiliates, or any parent or successor of the Company on a nondiscriminatory basis.

(e)   The Company’s requiring you to be based anywhere other than your current location except for required travel on the Company’s business to an extent

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substantially consistent with your present business travel obligations; or the relocation of your offices outside of their current location without your consent.

(f)   Any purported termination of your employment by the Company which is not effected pursuant to the notice of termination and procedures required by the specific provision relied upon (i.e., Disability, or Cause), or normal retirement as defined in Section 3 hereof, or any purported termination for which the grounds relied upon are not valid.

Upon the happening of one or more of these events, should you choose to regard your employment as constructively terminated, delivery of a written notice of termination setting forth the "good reason" therefor will entitle you to the benefits as set forth in Section 7 hereof.

7.   Compensation Upon Termination Without Cause or Termination for Good Reason. If after a "change in control" and during the term hereof, (i) you are terminated by the Company other than by reason of normal retirement, disability or for cause under the definitions and procedures as set forth herein, or (ii) you choose to terminate your employment for "good reason" as set forth herein, then the Company shall pay to you the following amounts:

(a)   Your full base salary through the date of any Notice of Termination plus payment for all accrued vacation, and any deferred compensation to which you are entitled for the year most recently ended and the pro rata share of any such compensation which would be due in the year of termination, up to the date of termination, to the extent not already paid; plus

(b)   An amount equal to:

(i)   The sum of your annual base salary at the rate in effect as of your termination plus the amount of any additional compensation awarded you for the year most recently ended (whether or not fully paid) including any sums awarded under the Executive Incentive Compensation Plan, the Executive Group Incentive Compensation Plan and the Management Incentive Compensation Plan, multiplied by:

(ii)   The number three. If your normal retirement date is less than three (3) years from your termination date, then the multiplier shall be that fraction remaining until your normal retirement date rounded to the nearest tenth (i.e., 18 months equals 1.5, 8 months equals .7).

(iii)  With regard to the Company’s Profit Sharing Plan and Retirement Income Plan, the Company shall pay a lump sum equal to the amount forfeited by you, if any, under such plan which would have vested if your employment had continued for the remaining term of this Agreement.

(iv)   For the remaining term of this Agreement prior to your normal retirement date, the Company shall pay your health insurance premiums, provided you have elected COBRA continuation coverage, and at the end of such

5

continuation coverage period it shall at its option either arrange for you to receive health benefits substantially similar to those which you were receiving immediately prior to termination of the coverage period, or pay to you an amount equal to the premiums the Company would pay on your behalf for participation in such health plan or plans for the remaining term of this Agreement prior to your normal retirement date.

(v) The Company shall maintain in full force and effect at its expense, for the remaining term of this Agreement prior to your normal retirement date, all other employee benefit plans, programs and policies (including any life or health insurance plans) in which you were entitled to participate immediately prior to your termination, provided that your continued participation is possible under the general terms and provisions of such plans, programs and policies. In the event that your participation in any such plan, program or policy is not possible under its terms and conditions, the Company shall arrange to provide you with benefits substantially similar to those which you would have been entitled to receive under each plan, program or policy. At the end of the period of coverage, you will have the option to have assigned to you at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating to you and to take advantage of any conversion privileges pertinent to the benefits available under Company policies.

(vi) In addition to the payment of benefits to which you are entitled under the qualified retirement plans maintained by the Company in which you are a participant on the date of your termination, the Company shall pay you in cash at age 65 or such earlier retirement date permitted under the plan or plans as you may elect, an amount equal to the sum of the following: (a) the difference between the actuarial equivalent of the amount which you are entitled to receive, if any, under the Supplemental Executive Retirement Plan and the amount which you would have received from such plan if you had continued in the employ of the Company for an additional three years. If your normal retirement date would occur during that three-year period, then the amount of such additional compensation shall be calculated on the basis that your employment continued to that date. For the purposes of the calculation of benefits under the Supplemental Executive Retirement Plan, the "actuarial equivalent" shall be determined by assuming your survival to age 80, and (b) the difference between the actuarial equivalent of the amount which you are entitled to receive, if any, under the Retirement Income Plan and the amount which you would have received from such plan if you had continued in the employ of the Company for an additional three years. If your normal retirement date would occur during that three-year period, then the amount of such additional compensation shall be calculated on the basis that your employment continued to that date. For the purposes of the calculation of benefits under the Retirement Income Plan, the "actuarial equivalent" shall be determined by assuming your survival to age 80.

(vii) At your option, in lieu of shares of common stock of Airborne, without par value ("Airborne Shares") issuable upon exercise of options ("Options"), if any, granted to you under the Airborne Key Employee’s Stock Option and Stock Appreciation Rights Plans (to which options employee waives all rights upon the making of the payment referred to below), you shall receive an amount in cash equal to

6

the difference between the exercise prices of all Options held by you whether or not then fully exercisable, and the higher of (a) he mean between the closing bid and asked prices on the New York Stock Exchange on the date of termination or (b) the highest price per Airborne Share actually paid in connection with any change in control of Airborne.

(viii)  Notwithstanding any other provisions of this Agreement, if any severance benefits under this Section 7 of this Agreement, together with any other Parachute Payments (as defined under Internal Revenue Code Section 280(G)(b)(2)) made by the Company to you, if any, are characterized as Excess Parachute Payments (as defined in Internal Revenue Code, Section 280(G)(b)(1)), then the Company shall pay to you, in addition to the payments to be received under this Section, an amount equal to the excise taxes imposed by Section 4999 of the Code on your Excess Parachute Payments, plus an amount equal to the federal and, if applicable, state income taxes which will be payable by you as a result of this additional payment.

8.       Payments and Disputes. For purposes of this Agreement, your date of termination will be the date written Notice of Termination is given by the Company to you. If termination is under circumstances invoking the benefits or Section 7, then the sums specified therein will be paid no more than ten (10) working days after the date of termination, except that the portion of the payment based upon the amounts payable under the Management Incentive Compensation Plan, the Profit Sharing Plan, the Retirement Income Plan and the Supplemental Executive Retirement Plan shall be paid no later than ten (10) working days after the amounts payable under such plans have been determined following availability of results necessary for computation of such amounts.

In the event that the Company wishes to contest or dispute a termination for "good reason" by you, it must give written notice of such dispute within the five day period after the date of termination. If you wish to contest or dispute a termination by the Company, or any failure to make payments claimed to be due hereunder, you must give written notice of such dispute within thirty days of receiving a Notice of Termination. In the event of a dispute, the Company shall continue to pay your full base salary and continue all your employee benefits in force until final resolution of any such dispute by mutual agreement or the final judgment, decree or order of a court of competent jurisdiction (including any appeals, if such are perfected). You may, at your or the Company’s option, be suspended from all duties during the pendency of such a contest or dispute. If you prevail in any such contest or dispute, the Company shall thereupon be liable for the full amounts due under Section 7 as of the date of termination after adjustments for amounts already paid.

The Company will pay all fees and expenses, including full attorneys' fees, incurred by you in good faith in contesting or disputing any termination after a "change in control" or in seeking to obtain or enforce any right or benefit provided by this Agreement.

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In the event that any payments due hereunder shall be delayed for any reason for more than ten working days from the date of termination (or availability of results under the Management Incentive Compensation Plan, the Profit Sharing Plan, the Retirement Income Plan or the Supplemental Executive Retirement Plan, as above provided), the amounts due shall bear the maximum legal rate of interest until paid.

Notwithstanding the provisions as to time of payment as above set forth, you may at your sole option elect to have some or all of such amounts due you deferred to a date or dates of your choosing over a period not to exceed three years, in which event the unpaid balances shall not bear interest during the deferred period elected by you.

9.    Mitigation. You shall not be required to mitigate the amount of any payment due under Section 7 by seeking other employment. If you should accept a position with another employer after your date of termination and during the period of provision of benefits under Section 7, then the Company shall have no further liability for the provision of benefits or further payments under Section 7(b)(iv) and (v), and the remaining term of this Agreement for purposes of Section 7(b)(vi) will terminate as of the date of your new employment.

10.  Covenant for Confidentiality and Not to Compete.

You agree that as an executive of the Company, with important responsibilities for and knowledge of its operations, your services are a valuable asset to the Company and that you have access to business information of material importance to the Company. Therefore, to protect the Company’s interest in you and in the integrity and success of its operations, you agree that during the term of this Agreement while employed by the Company you will keep all Company information confidential and will not enter into the employment of, or invest in or contribute to, participate in the activities of, or act as consultant to or advise any enterprise in whatever form organized and carried on which is directly competitive with any business activity then conducted or planned by the Company, provided, however, that you may make investments in publicly traded securities of any issuer if the securities owned represent less than 1% of the class of such securities of such issuer then issued and outstanding. You further agree that for a period of one year following the termination of your employment with the Company you will continue to keep all Company information confidential and that you will not enter into the employment in an executive or consultant capacity or serve on the Board of Directors of any enterprise in whatever form organized and carried on which is directly competitive with any business activity then conducted by the Company within the continental United States.

11.  Successors; Binding Agreement.

(a)   This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company. As used herein, "Company" shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid.

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(b)    This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amounts are still payable to you hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be not such designee, to your estate.

12.    Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by United States certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chief Executive Officer of Airborne or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

13.    Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by you and the Chief Executive Officer of Airborne or such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach of, or lack of compliance with, any conditions or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

This Agreement supercedes any prior agreement between the Company and you with respect to the matters set forth herein.

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington.

14.    Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

15.    Counterparts. This Agreement is to be executed in counterparts, each of which shall be deemed to be an original.

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If this letter correctly sets forth our agreements, sign and return to the Company the enclosed copy of this letter, retaining your copy for your files.

AIRBORNE, INC.

/s/ Robert S. Cline

Robert S. Cline

Chairman

AIRBORNE EXPRESS, INC.

/s/ David C. Anderson

David C. Anderson

Vice President, General Counsel, and
Corporate Secretary

/s/ Lanny H. Michael

Lanny H. Michael

Senior Vice President &

Chief Financial Officer

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-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.(A)

Employment Agreement with Robert T. Christensen

EX-10.(B)

Employment Agreement with Lanny H. Michael