---







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, 2002





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








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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:  ̈





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 3,234,526 treasury shares) as of September
30, 2002

48,423,360 shares








---



---

FORWARD LOOKING STATEMENTS





Statements contained in this quarterly report on Form 10-Q that are not historical facts are considered forward-looking statements (as that term is defined in the Private Securities Litigation Reform
Act of 1995). These forward-looking statements are based on expectations, estimates and projections as of the date of this filing, and involve risks and uncertainties that are inherently difficult to predict. Actual results may differ materially
from those expressed in the forward-looking statements for any number of reasons, including those described in this report or in Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2001.






---

PART I.    FINANCIAL INFORMATION





Item 1.Financial Statements





AIRBORNE, INC. AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF OPERATIONS


(Dollars in thousands except per share data)


(Unaudited)





Three Months EndedSeptember 30,


Nine Months EndedSeptember 30,2002


2001


2002


2001REVENUES:Domestic

$
748,609


$
682,522


$
2,180,589


$
2,132,856International


94,152



90,266



261,143



275,678842,761



772,788



2,441,732



2,408,534OPERATING EXPENSES:Transportation purchased


285,455



254,080



801,853



787,204Station and ground operations


282,301



257,326



812,378



802,480Flight operations and maintenance


134,886



133,286



392,783



428,658General and administrative


64,326



61,129



192,977



194,017Sales and marketing


22,862



21,689



68,630



69,020Depreciation and amortization


49,547



51,655



145,399



156,977Federal legislation compensation






(7,800
)






(7,800
)839,377



771,365



2,414,020



2,430,556EARNINGS (LOSS) FROM OPERATIONS


3,384



1,423



27,712



(22,022
)OTHER INCOME (EXPENSE):Interest income


1,458



560



3,772



879Interest expense


(9,108
)


(5,484
)


(25,778
)


(14,754
)Discount on sales of receivables


(738
)


(2,007
)


(2,928
)


(7,993
)Other


196



8,779



2,499



11,355EARNINGS (LOSS) BEFORE INCOME TAXES


(4,808
)


3,271



5,277



(32,535
)INCOME TAX EXPENSE (BENEFIT)


(1,750
)


1,558



2,610



(10,892
)NET EARNINGS (LOSS)

$
(3,058
)

$
1,713


$
2,667


$
(21,643
)NET EARNINGS (LOSS) PER SHARE:BASIC

$
(0.06
)

$
0.04


$
0.06


$
(0.45
)DILUTED

$
(0.06
)

$
0.04


$
0.05


$
(0.45
)DIVIDENDS PER SHARE

$
0.04


$
0.04


$
0.12


$
0.12





See notes to consolidated financial statements.




1




---

AIRBORNE, INC. AND SUBSIDIARIES





CONSOLIDATED BALANCE SHEETS


(Dollars in thousands)





September 30, 2002


December 31, 2001(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
332,976


$
201,500Trade accounts receivable, less allowance of $11,939 and $11,509


254,940



126,040Spare parts and fuel inventory


36,972



38,413Refundable income taxes


2,739



27,161Deferred income tax assets


33,967



30,572Prepaid expenses and other


31,262



28,021TOTAL CURRENT ASSETS


692,856



451,707PROPERTY AND EQUIPMENT, NET


1,186,703



1,247,373EQUIPMENT DEPOSITS and OTHER ASSETS


39,950



47,764TOTAL ASSETS

$
1,919,509


$
1,746,844LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
147,718


$
141,873Salaries, wages and related taxes


93,141



75,458Accrued expenses


133,737



145,997Current portion of long-term obligations


109,691



107,410TOTAL CURRENT LIABILITIES


484,287



470,738LONG-TERM OBLIGATIONS


371,167



218,053DEFERRED INCOME TAX LIABILITIES


146,555



143,526POST RETIREMENT LIABILITIES


38,529



39,423OTHER LIABILITIES


49,283



40,888COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITY:Preferred stock, without par valueAuthorized 6,000,000 shares, no shares issuedCommon stock, par value $1 per shareAuthorized 120,000,000 sharesIssued 51,657,886 and 51,375,711 shares


51,658



51,376Additional paid-in capital


308,812



304,984Retained earnings


537,169



540,544Accumulated other comprehensive loss


(8,093
)


(2,820
)889,546



894,084Treasury stock, 3,234,526 and 3,240,526 shares, at cost


(59,858
)


(59,868
)829,688



834,216TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
1,919,509


$
1,746,844





See notes to consolidated financial statements.




2




---

AIRBORNE, INC. AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF CASH FLOWS


(Dollars in thousands)


(Unaudited)





Nine Months Ended September 30,2002


2001OPERATING ACTIVITIES:Net earnings (loss)

$
2,667


$
(21,643
)Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization


145,399



156,977Deferred income taxes


(366
)


12,010Postretirement obligations


(20,190
)


7,085Other


6,752



(10,947
)CASH PROVIDED BY OPERATIONS


134,262



143,482Change in:Receivable securitization facility


(100,000
)


50,000Trade accounts receivable


(28,900
)


44,917Inventories and prepaid expenses


(1,800
)


(19,403
)Refundable income taxes


24,422



(2,348
)Accounts payable


5,845



(52,416
)Accrued expenses, salaries and taxes payable


24,718



24,532NET CASH PROVIDED BY OPERATING ACTIVITIES


58,547



188,764INVESTING ACTIVITIES:Additions to property and equipment


(71,154
)


(98,342
)Proceeds from sale of securities


3,778



2,117Proceeds from sale of radio frequencies


5



8,303Other


2,943



2,391NET CASH USED BY INVESTING ACTIVITIES


(64,428
)


(85,531
)FINANCING ACTIVITIES:Issuance of convertible debt, net of issuance costs


145,125



1,596Principal payments on debt


(5,846
)


(902
)Dividends paid


(5,800
)


(5,773
)Exercise of stock options


4,120



788Shareholder rights redemption


(242
)


Payments on bank notes, net






(103,000
)Issuance of aircraft loan






61,975Proceeds on sale leaseback of aircraft






40,800NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES


137,357



(4,516
)NET INCREASE IN CASH


131,476



98,717CASH AND CASH EQUIVALENTS AT JANUARY 1


201,500



40,390CASH AND CASH EQUIVALENTS AT SEPTEMBER 30

$
332,976


$
139,107





See notes to consolidated financial statements.




3




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AIRBORNE, INC. AND SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





September 30, 2002 (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 2002 presentation.





NOTE BTRADE ACCOUNTS RECEIVABLE





Trade accounts
receivable exclude amounts sold under the Companys accounts receivable securitization facility. As of September 30, 2002, the Company had $100 million of outstanding securitized accounts receivable as compared to $200 million securitized as of
December 31, 2001. In May 2002, the Company reduced the amount of securitized receivables by $100 million. As of September 30, 2002, the Company had eligible receivables to support additional sales up to the full $250 million permitted under the
facility.





NOTE CLONG-TERM OBLIGATIONS





Long-term obligations consist of the following:





September 30, 2002


December 31, 2001(In thousands)Senior notes, 8.875%, due December 2002

$
100,000


$
100,000Senior notes, 7.35%, due September 2005


100,000



100,000Convertible senior notes, 5.75%, due April 2007


150,000



Aircraft loan


58,609



61,651Refunding revenue bonds, effective rate of 1.65% as of September 30, 2002, due June 2011


13,200



13,200Other


6,994



7,542Total long-term debt


428,803



282,393Capital lease obligations


52,055



43,070Total long-term obligations


480,858



325,463Less current portion


(109,691
)


(107,410
)Total long-term obligations, net

$
371,167


$
218,053





On March 25, 2002, the Company issued $150 million of 5.75%
Convertible Senior Notes (Notes) due April 2007. The proceeds of the sale are intended, in part, to fund the repayment of $100 million of 8.875% senior notes due December 15, 2002 at their stated maturity. The Notes are convertible into
shares of the Companys common stock, at the option of the holder, at a conversion rate of 42.7599 shares per each $1,000 principal amount of Notes, subject to adjustment in certain circumstances. This is equivalent to a conversion price of
$23.39 per share. At the current conversion price, a total of 6,413,985 shares are issuable upon full conversion of the Notes.





The Companys revolving bank credit agreement provides for a total commitment of $275 million and expires in June 2004. The agreement provides that the Company pledge a substantial majority of its assets as collateral to secure
the commitment, reduce available borrowing capacity by the amount of outstanding letters of credit and maintain compliance with certain restrictive covenants. Capacity under the agreement is dependent on a borrowing base determined by the amount of
eligible collateral. At September 30, 2002, the Company had eligible collateral in the borrowing base to support $242 million of the $275 million commitment. The Company has the ability to increase the borrowing base by pledging additional eligible
collateral. At September 30,




4




---

2002, available capacity under the agreement was $92 million, net of outstanding letters of credit and restrictive covenant limitations. At September 30, 2002, no borrowings were outstanding
under the agreement and the Company was in compliance with all restrictive covenants including those relating to the maintenance of minimum levels of earnings before interest, taxes, depreciation and amortization (EBITDA), to leverage and debt
service coverage ratios and to required levels of liquidity. The agreement also restricts the Company from declaring or paying dividends on its common stock during any calendar quarter in excess of $2 million plus up to an additional $300,000 of
dividends on any common stock issued upon conversion of the Notes. The agreement also permitted a one-time payment of $242,000 ($.005 per share) made in May 2002 to shareholders upon redemption and termination of the Companys shareholder
rights plan.





The Companys $200 million of outstanding non-convertible senior notes are also collateralized
by assets of the Company.





The Companys fixed charges exceeded earnings by $5.4 million for the quarter
ended September 30, 2002. The ratio of earnings to fixed charges was 1.27 for the quarter ended September 30, 2001.





NOTE DFUEL
HEDGE





In September 2002, the Company entered into a call option contract on heating oil to hedge a
significant portion of its jet fuel requirements for a six-month period beginning in October 2002. The derivative is accounted for as a hedge for accounting purposes with changes in fair value deferred until the hedged forecasted transaction occurs
and is recognized in earnings. The fair value of the call option was $112,000 at September 30, 2002. The change in fair value during the third quarter of 2002 resulted in a $152,000 loss, net of tax, being reported in accumulated other comprehensive
loss on the consolidated balance sheet.





NOTE EGOODWILL





Effective January 2002, The Company implemented the provision of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets. As required by provisions of the statement, the Company completed its transitional tests and determined no impairment adjustments were necessary. The total amount of goodwill recorded and included in equipment deposits and other assets
on the consolidated balance sheet was $2.8 million as of September 30, 2002. Net earnings (loss) and basic and diluted earnings (loss) per share for the quarter and nine months ended September 30, 2002, excluding goodwill amortization expense, would
not have materially differed from amounts reported. Goodwill expense for the third quarter and first nine months of 2001 was $32,000 and $97,000, respectively.





NOTE FEARNINGS PER SHARE





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





Net earnings and average shares used in basic and diluted earnings per share calculations were as follows (in thousands except per share data):





Three Months Ended September
30

Nine Months Ended September
302002


2001

2002

2001NET EARNINGS (LOSS):

$
(3,058
)

$
1,713

$
2,667

$
(21,643
)WEIGHTED AVERAGE SHARES OUTSTANDING:Basic weighted average shares outstanding


48,408



48,104


48,340


48,082Stock options






24


337


Diluted weighted average shares outstanding


48,408



48,128


48,677


48,082EARNINGS (LOSS) PER SHARE:Basic

$
(0.06
)

$
0.04

$
0.06

$
(0.45
)Diluted


(0.06
)


0.04


0.05


(0.45
)




5




---




For the three and nine months ended September 30, 2002, there were 4,232,000 and
2,045,000, respectively, of common shares issuable under stock option plans that were excluded from the earnings per share calculation because they were anti-dilutive. For the three and nine months ended September 30, 2001, there were 2,844,000 and
3,792,000, respectively, shares underlying anti-dilutive options that were excluded from this calculation. Additionally, the 6,413,985 common shares issuable upon conversion of the Companys convertible senior notes were excluded from diluted
earnings per share calculations because they were anti-dilutive for the three and nine months ended September 30, 2002.





NOTE
G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 September 30

Nine Months Ended September 302002


2001

2002


2001SEGMENT REVENUES:Domestic

$
748,609


$
682,522

$
2,180,589


$
2,132,856International


94,152



90,266


261,143



275,678$
842,761


$
772,788

$
2,441,732


$
2,408,534SEGMENT EARNINGS (LOSS) FROM OPERATIONS:Domestic

$
4,151


$
920

$
30,579


$
(20,230
)International


(767
)


503


(2,867
)


(1,792
)$
3,384


$
1,423

$
27,712


$
(22,022
)




6




---




NOTE HOTHER COMPREHENSIVE LOSS





Other comprehensive income includes the following transactions and tax effects for the three and nine month periods ended September 30, 2002 and 2001, respectively (in
thousands):





Three Months EndedSeptember 30, 2002


Nine Months EndedSeptember 30, 2002Before Tax


Income Tax (Expense) or Benefit


Net of Tax


Before Tax


Income Tax (Expense) or Benefit


Net of Tax2002Unrealized securities losses arising during the period

$
(930
)

$
358


$
(572
)

$
(739
)

$
285


$
(454
)Less: Reclassification adjustment for losses realized innet income














(1,655
)


637



(1,018
)Net unrealized securities losses


(930
)


358



(572
)


(2,394
)

$
922


$
(1,472
)Foreign currency translation adjustments


160



(61
)


99



290



(111
)


179Unrealized loss on interest rate swap


(3,078
)


1,184



(1,894
)


(4,494
)


1,730



(2,764
)Additional minimum pension liabilities














(1,729
)


665



(1,064
)Fuel hedge option


(247
)


95



(152
)


(247
)


95



(152
)Other comprehensive loss

$
(4,095
)

$
1,576


$
(2,519
)

$
(8,574
)

$
3,301


$
(5,273
)Three Months EndedSeptember 30, 2001


Nine Months EndedSeptember 30, 2001Before Tax


Income Tax Benefit


Net of Tax


Before Tax


Income Tax Benefit


Net of Tax2001Unrealized securities losses arising during the period

$
(1,724
)

$
664


$
(1,060
)

$
(1,557
)

$
599


$
(958
)Less: Reclassification adjustment for losses realized innet 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 loss

$
(1,765
)

$
680


$
(1,085
)

$
(1,940
)

$
725


$
(1,215
)





NOTE IRESTRUCTURING CHARGE





In the second quarter of 2002, the Company announced it was taking steps to reduce costs through realignment of operations and reduction
of personnel and overhead expenses both in the U.S. and overseas. The Company recorded a restructuring charge of $2.3 million in the second quarter of 2002 and $.9 million in the third quarter of 2002 in connection with such realignment. A total of
approximately 230 employees located at the Companys station operations were terminated and provided severance benefits totaling $2.0 million, of which $1.7 million had been paid at September 30, 2002. An additional $1.2 million was accrued for
lease costs, net of estimated sublease income, for the closure of certain facilities, of which $0.2 million had been paid at September 30, 2002.





NOTE JBUSINESS ACQUISITION





On June 19, 2002, the Company acquired 100% of the
outstanding common stock of Pagtrans SA, a French international transportation services company providing air express, air freight, ocean freight, logistics and customs brokerage services. The acquisition is intended to provide the Company an
improved presence in France and throughout the region. Since 1997, Pagtrans SA had been the Companys independent service agent in France.




7




---




The acquisition price is estimated to be $670,000, including direct costs, of
which $18,000 has been paid as of September 30, 2002. The final acquisition price is based on a final measurement of the fair value of current assets and liabilities as of the purchase date that will be completed in late 2002.





The Company recorded assets and liabilities (primarily current assets and liabilities) of approximately $7.6 million and $7.5
million, respectively, as of the purchase date in connection with the transaction and goodwill of approximately $.6 million. The allocation of this excess purchase price has not been finalized and is subject to the ultimate determination of the
purchase price and further review of the fair value of assets acquired and liabilities assumed. The operating results of Pagtrans have been included in the Companys results of operations since the acquisition date. The proforma effects of this
acquisition on the Companys consolidated revenues and results of operations for the three and nine month periods ended September 30, 2002 and 2001, respectively, were immaterial.





NOTE KNEW ACCOUNTING PRONOUNCEMENTS





In April 2002,
the Financial Accounting Standards Board (FASB) issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 requires that only certain
extinguishments of debt be classified as an extraordinary item. Further, this statement requires a capital lease that is modified so that the resulting lease agreement is classified as an operating lease to be accounted for under the sale-leaseback
provisions of SFAS No. 98. The provisions of the statement pertaining to debt extinguishments are effective for companies with fiscal years beginning after May 15, 2002. The provisions of the statement pertaining to lease modifications are effective
for transactions consummated after May 15, 2002. Implementation of this statement is not anticipated to have a significant impact on our financial position or results of operations.





In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This statement requires that a liability for a
cost associated with an exit or disposal activity be recognized when the liability is incurred. Previous guidance, provided under Emerging Issues Task Force Issue 94-3, required an exit cost liability be recognized at the date of an entitys
commitment to an exit plan. The provisions of this statement are effective for exit or disposal activities that are initiated by a company after December 31, 2002. Implementation of this statement is not anticipated to have a significant impact on
our financial position or results of operations.





NOTE LSUPPLEMENTAL GUARANTOR INFORMATIONSENIOR NOTES





In connection with the issuance of $200 million of Senior Notes (Notes) by Airborne Express, Inc.
(AEI), certain subsidiaries (collectively, Guarantors) of the Company have fully and unconditionally guaranteed, on a joint and several basis, the obligations to pay principal, premium, if any, and interest with respect to
the Notes. The Guarantors are ABX Air Inc. (ABX) and Sky Courier, Inc. (SKY), which are wholly-owned subsidiaries of the Company, and Airborne FTZ Inc. (FTZ) and Wilmington Air Park Inc. (WAP), which
are wholly-owned subsidiaries of ABX.





AEI provides domestic and international delivery services in addition to
performing customer service, sales and marketing activities. ABX is a certificated air carrier that owns and operates the domestic express cargo services for which AEI is the sole customer. ABX also offers air charter services on a limited basis to
third-party customers. FTZ owns certain aircraft parts inventories that it sells primarily to ABX but also has limited sales to third-party customers. FTZ is also the holder of a foreign trade zone certificate at the Wilmington airport property. WAP
is the owner of the Wilmington airport property, which includes the Companys main sort facility, aircraft maintenance facilities, runways and related airport facilities and airline administrative and training facilities. ABX is the only
substantial occupant and customer of WAP. SKY provides expedited courier services and regional logistics warehousing primarily to third-party customers.





Revenues and net earnings recorded by ABX, FTZ and WAP are controlled by the Company and are based on various discretionary factors. Investment balances and revenues between Guarantors have been
eliminated for purposes of presenting financial information below. Intercompany advances and liabilities represent net amounts due between the various entities. The Company provides its subsidiaries with a majority of the cash necessary to fund
operating and capital expenditure requirements.





The Companys revolving bank credit agreement imposes
certain restrictions on loans made by certain subsidiaries of the Company to the Company, AEI and ABX. Loans by these subsidiaries must be approved by the agent for such credit agreement to the extent that these loans, together with certain other
non-permitted investments, exceed $20.0 million.




8




---




Further, the agreement governing the Companys accounts receivable
securitization facility prohibits Airborne Credit, Inc. (ACI), the subsidiary of the Company that sells accounts receivable under that facility, from making any loans. The agreement generally allows ACI to pay dividends to the Company,
so long as ACI maintains a net worth of at least $19.2 million.





Except as described above, there are no
contractual restrictions on the ability of the Company, AEI or any of the Guarantors to borrow money or receive dividends from any of their respective subsidiaries, or on the ability of such subsidiaries to make loans or pay dividends to their
respective parents.





The following are consolidating condensed statements of operations of the Company for the
three month and nine month periods ended September 30, 2002 and 2001, the consolidating condensed balance sheets of the Company as of September 30, 2002 and December 31, 2001, and the consolidating condensed statements of cash flows for the nine
month periods ended September 30, 2002 and 2001:





Statement of Operations Information:





Three months ended September 30, 2002


Nine months ended September 30, 2002Airborne Express, Inc.


Airborne Inc.


Guarantors


Non- guarantors


Consolidated


Airborne Express, Inc.


Airborne Inc.


Guarantors


Non- guarantors


Consolidated(in thousands)


(in thousands)Revenues

$
827,553


$



$
15,208


$



$
842,761


$
2,395,372


$



$
46,360


$



$
2,441,732Operating expenses:Transportation purchased


495,504







(210,049
)






285,455



1,445,117







(643,264
)






801,853Station and ground operations


237,746







44,555







282,301



686,045







126,333







812,378Flight operations and maintenance


(92
)






135,576



(598
)


134,886



(1,416
)






396,000



(1,801
)


392,783General and administrative


48,815



252



15,209



50



64,326



140,107



1,041



51,700



129



192,977Sales and marketing


22,659







203







22,862



67,996







634







68,630Depreciation and amortization


10,442







39,023



82



49,547



33,181







111,971



247



145,399815,074



252



24,517



(466
)


839,377



2,371,030



1,041



43,374



(1,425
)


2,414,020Earnings (loss) from operations


12,479



(252
)


(9,309
)


466



3,384



24,342



(1,041
)


2,986



1,425



27,712Other income (expense):Interest income


1,458















1,458



3,772















3,772Interest expense


(7,154
)






(1,954
)






(9,108
)


(20,108
)






(5,670
)






(25,778
)Discount on sales of receivables


(990
)






1



251



(738
)


(2,956
)










28



(2,928
)Other


196















196



2,499















2,499Earnings (loss) before income taxes


5,989



(252
)


(11,262
)


717



(4,808
)


7,549



(1,041
)


(2,684
)


1,453



5,277Income tax expense (benefit)


2,141



(88
)


(3,727
)


(76
)


(1,750
)


3,053



(364
)


410



(489
)


2,610Net earnings (loss)

$
3,848


$
(164
)

$
(7,535
)

$
793


$
(3,058
)

$
4,496


$
(677
)

$
(3,094
)

$
1,942


$
2,667




9




---




Statement of Operations Information:





Three months ended September 30, 2001


Nine months ended September 30, 2001Airborne Express, Inc.


Airborne Inc.


Guarantors


Non- guarantors


Consolidated


Airborne Express, Inc.


Airborne Inc.


Guarantors


Non- guarantors


Consolidated(in thousands)


(in thousands)Revenues

$
752,512


$



$
20,276


$



$
772,788


$
2,350,127


$



$
58,407


$



$
2,408,534Operating expenses:Transportation purchased


486,300







(232,220
)






254,080



1,506,245







(719,041
)






787,204Station and ground operations


224,817







32,509







257,326



685,803







116,677







802,480Flight operations and maintenance


45







133,757



(516
)


133,286



(117
)






430,590



(1,815
)


428,658General and administrative


39,325



125



21,640



39



61,129



140,106



572



53,221



118



194,017Sales and marketing


21,378







311







21,689



68,017







1,003







69,020Depreciation and amortization


12,449



7



39,115



84



51,655



36,979



157



119,592



249



156,977Federal legislation compensation


(7,800
)














(7,800
)


(7,800
)














(7,800
)776,514



132



(4,888
)


(393
)


771,365



2,429,233



729



2,042



(1,448
)


2,430,556Earnings (loss) from operations


(24,002
)


(132
)


25,164



393



1,423



(79,106
)


(729
)


56,365



1,448



(22,022
)Other income (expense):Interest income


560















560



879















879Interest expense


322







(5,806
)






(5,484
)


2,356



(1,576
)


(15,534
)






(14,754
)Dividend income


























20,000



(20,000
)






Discount on sales of receivables


(2,537
)










530



(2,007
)


(10,050
)










2,057



(7,993
)Other


8,779















8,779



11,355















11,355Earnings (loss) before income taxes


(16,878
)


(132
)


19,358



923



3,271



(74,566
)


17,695



20,831



3,505



(32,535
)Income tax expense (benefit)


(5,675
)


(46
)


7,231



48



1,558



(26,185
)


(807
)


15,887



213



(10,892
)Net earnings (loss)

$
(11,203
)

$
(86
)

$
12,127


$
875


$
1,713


$
(48,381
)

$
18,502


$
4,944


$
3,292


$
(21,643
)




10




---




Balance Sheet Information:





September 30, 2002

Airborne Express, Inc.


Airborne Inc.


Guarantors


Non-guarantors


Elimination


Consolidated(in thousands)ASSETSCurrent Assets:Cash and cash equivalents

$
330,387


$



$
89


$
2,500


$



$
332,976Trade accounts receivable, less allowance


20,110







9,661



225,169







254,940Spare parts and fuel inventory










34,003



2,969







36,972Refundable income taxes


2,739



















2,739Deferred income tax assets


33,967



















33,967Prepaid expenses and other


17,136







13,782



344







31,262Total current assets


404,339







57,535



230,982







692,856Property and equipment, net


98,679







1,084,008



4,016







1,186,703Intercompany advances


88,211



234,387



(91,266
)


(8,554
)


(222,778
)


Equipment deposits and other assets


20,311



225,742



8,998



10



(215,111
)


39,950Total assets

$
611,540


$
460,129


$
1,059,275


$
226,454


$
(437,889
)

$
1,919,509LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
102,061


$



$
43,019


$
2,818


$
(180
)

$
147,718Salaries, wages and related taxes


53,104







40,037











93,141Accrued expenses


123,635



4,479



5,301



322







133,737Current portion of long-term obligations


102,763







6,928











109,691Total current liabilities


381,563



4,479



95,285



3,140



(180
)


484,287Long-term obligations


112,273



150,000



108,894











371,167Intercompany liabilities










222,597







(222,597
)


Deferred income tax liabilities


(3,945
)






149,968



532







146,555Post retirement liabilities


14,414







24,115











38,529Other liabilities


49,283



















49,283Shareholders equity:Common stock


1



51,658



(9
)


120



(112
)


51,658Additional paid-in capital






308,812



(753
)


215,753



(215,000
)


308,812Retained earnings


66,044



5,038



459,178



6,909







537,169Accumulated other comprehensive loss


(8,093
)


















(8,093
)Treasury stock






(59,858
)














(59,858
)Total shareholders equity


57,952



305,650



458,416



222,782



(215,112
)


829,688Total liabilities and shareholders equity

$
611,540


$
460,129


$
1,059,275


$
226,454


$
(437,889
)

$
1,919,509




11




---




Balance Sheet Information:





December 31, 2001

Airborne Express, Inc.


Airborne Inc.


Guarantors


Non- guarantors

Elimination


Consolidated(in thousands)ASSETSCurrent Assets:Cash and cash equivalents

$
191,629


$



$
607


$
9,264

$



$
201,500Trade accounts receivable, less allowance


18,706







10,113



97,289


(68
)


126,040Spare parts and fuel inventory










36,272



2,141






38,413Refundable income taxes


27,161


















27,161Deferred income tax assets


30,572


















30,572Prepaid expenses and other


13,918







13,627



476






28,021Total current assets


281,986







60,619



109,170


(68
)


451,707Property and equipment, net


109,622







1,133,490



4,261






1,247,373Intercompany advances


157,681



302,279



(102,051
)


12,884


(370,793
)


Equipment deposits and other assets


31,078



5,963



125,824



10


(115,111
)


47,764Total assets

$
580,367


$
308,242


$
1,217,882


$
126,325

$
(485,972
)

$
1,746,844LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
84,867


$



$
53,146


$
4,552

$
(692
)

$
141,873Salaries, wages and related taxes


46,976







28,482










75,458Accrued expenses


139,132







6,261



604






145,997Current portion of long-term obligations


100,877







6,533










107,410Total current liabilities


371,852







94,422



5,156


(692
)


470,738Long-term obligations


103,951







114,102










218,053Intercompany liabilities










370,168






(370,168
)


Deferred income tax liabilities


(6,967
)






150,164



329






143,526Post retirement liabilities


11,905







27,518










39,423Other liabilities


40,888


















40,888Shareholders equity:Common stock


1



51,376



(9
)


120


(112
)


51,376Additional paid-in capital


8



304,976



(753
)


115,753


(115,000
)


304,984Retained earnings


61,549



11,758



462,270



4,967






540,544Accumulated other comprehensive loss


(2,820
)

















(2,820
)Treasury stock






(59,868
)













(59,868
)Total shareholders equity


58,738



308,242



461,508



120,840


(115,112
)


834,216Total liabilities and shareholders equity

$
580,367


$
308,242


$
1,217,882


$
126,325

$
(485,972
)

$
1,746,844




12




---




Statement of Cash Flows Information:





Nine months ended September 30, 2002Airborne Express, Inc.


Airborne Inc.


Guarantors


Non- guarantors


Consolidated(in thousands)Net earnings (loss)

$
4,496


$
(677
)

$
(3,094
)

$
1,942


$
2,667Adjustments to reconcile net earnings to net cash provided by operating activities:Non-cash operating activities


140,810



(219,779
)


110,806



99,758



131,595Change in current assets and liabilities


940



72,736



(40,929
)


(108,462
)


(75,715
)Net cash provided (used) by operating activities


146,246



(147,720
)


66,783



(6,762
)


58,547INVESTING ACTIVITIES:Net cash provided (used) by investing activities


(1,937
)






(62,489
)


(2
)


(64,428
)FINANCING ACTIVITIES:Net cash provided (used) by financing activities


(5,551
)


147,720



(4,812
)






137,357Net increase (decrease) in cash


138,758







(518
)


(6,764
)


131,476Cash and cash equivalents at beginning of period


191,629







607



9,264



201,500Cash and cash equivalents at September 30, 2002

$
330,387


$



$
89


$
2,500


$
332,976Nine months ended September 30, 2001Airborne Express, Inc.


Airborne Inc.


Guarantors


Non- guarantors


Consolidated(in thousands)OPERATING ACTIVITIES:Net earnings (loss)

$
(48,381
)

$
18,502


$
4,944


$
3,292


$
(21,643
)Adjustments to reconcile net earnings to net cash provided by operating activities:Non-cash operating activities


(3,216
)


176



158,995



(430
)


155,525Change in current assets and liabilities


186,246



60,351



(188,582
)


(3,133
)


54,882Net cash provided (used) by operating activities


134,649



79,029



(24,643
)


(271
)


188,764INVESTING ACTIVITIES:Net cash used by investing activities


(8,372
)


(157
)


(76,925
)


(77
)


(85,531
)FINANCING ACTIVITIES:Net cash provided (used) by financing activities


(28,167
)


(78,872
)


102,523







(4,516
)Net increase (decrease) in cash


98,110







955



(348
)


98,717Cash and cash equivalents at beginning of period


37,523







51



2,816



40,390Cash and cash equivalents at September 30, 2001

$
135,633


$



$
1,006


$
2,468


$
139,107




13




---




NOTE MSUPPLEMENTAL GUARANTOR INFORMATIONCONVERTIBLE SENIOR NOTES





On March 25, 2002, the Company issued $150 million of 5.75% Convertible Senior Notes due April 2007 (Notes). In
connection with the issuance of these Notes, the Company and certain subsidiaries (collectively, Guarantors) have fully and unconditionally guaranteed, on a joint and several basis, the obligations to pay principal, premium, if any, and
interest with respect to the Notes. The Guarantors are AEI, ABX, SKY, WAP, FTZ, Aviation Fuel, Inc. (AFI) and Sound Suppression, Inc. (SSI). AEI provides domestic and international delivery services in addition to performing
customer service, sales and marketing activities. AFI purchases and sells aviation and other fuels. SSI retrofits company aircraft with hush kits to meet noise regulations. A description of the operating activities of the other guarantors and their
relationship to the Company is contained in Note L. Note L also contains a description of the intercompany loan and dividend restrictions that apply to the Company and its subsidiaries.





The following are consolidating condensed statements of operations of the Company for the three month and nine month periods ended September 30, 2002 and 2001, the
consolidating condensed balance sheets of the Company as of September 30, 2002 and December 31, 2001, and the consolidating condensed statements of cash flows for the nine month periods ended September 30, 2002 and 2001. A description regarding the
basis of presenting these statements is contained in Note L.





Statement of Operations Information:





Three months ended September 30, 2002


Nine months ended September 30, 2002Airborne, Inc.


Guarantors


Non- guarantors

Consolidated


Airborne, Inc.


Guarantors


Non- guarantors

Consolidated(in thousands)


(in thousands)Revenues

$



$
842,761


$


$
842,761


$



$
2,441,732


$


$
2,441,732Operating expenses:Transportation purchased






285,455






285,455







801,853






801,853Station and ground operations






282,301






282,301







812,378






812,378Flight operations and maintenance






134,886






134,886







392,783






392,783General and administrative


252



64,074






64,326



1,041



191,936






192,977Sales and marketing






22,862






22,862







68,630






68,630Depreciation and amortization






49,547






49,547







145,399






145,399252



839,125






839,377



1,041



2,412,979






2,414,020Earnings (loss) from operations


(252
)


3,636






3,384



(1,041
)


28,753






27,712Other income (expense):Interest income






1,458






1,458







3,772






3,772Interest expense






(9,108
)





(9,108
)






(25,778
)





(25,778
)Discount on sales of receivables






(989
)


251


(738
)






(2,956
)


28


(2,928
)Other






196






196







2,499






2,499Earnings (loss) before income taxes


(252
)


(4,807
)


251


(4,808
)


(1,041
)


6,290



28


5,277Income tax expense (benefit)


(88
)


(1,750
)


88


(1,750
)


(364
)


2,964



10


2,610Net earnings (loss)

$
(164
)

$
(3,057
)

$
163

$
(3,058
)

$
(677
)

$
3,326


$
18

$
2,667




14




---

Three months ended September 30, 2001


Nine months ended September 30, 2001Airborne, Inc.


Guarantors


Non- guarantors

Consolidated


Airborne, Inc.


Guarantors


Non- guarantors

Consolidated(in thousands)


(in thousands)Revenues

$



$
772,788


$


$
772,788


$



$
2,408,534


$


$
2,408,534Operating expenses:Transportation purchased






254,080






254,080







787,204






787,204Station and ground operations






257,326






257,326







802,480






802,480Flight operations and maintenance






133,286






133,286







428,658






428,658General and administrative


125



61,004






61,129



572



193,445






194,017Sales and marketing






21,689






21,689







69,020






69,020Depreciation and amortization


7



51,648






51,655



157



156,820






156,977Federal legislation compensation






(7,800
)





(7,800
)






(7,800
)





(7,800
)132



771,233






771,365



729



2,429,827






2,430,556Earnings (loss) from operations


(132
)


1,555






1,423



(729
)


(21,293
)





(22,022
)Other income (expense):Interest income






560






560







879






879Interest expense






(5,484
)





(5,484
)


(1,576
)


(13,178
)





(14,754
)Dividend income

















20,000



(20,000
)





Discount on sales of receivables






(2,537
)


530


(2,007
)






(10,050
)


2,057


(7,993
)Other






8,779






8,779







11,355






11,355Earnings (loss) before income taxes


(132
)


2,873



530


3,271



17,695



(52,287
)


2,057


(32,535
)Income tax expense (benefit)


(46
)


1,419



185


1,558



(807
)


(10,805
)


720


(10,892
)Net earnings (loss)

$
(86
)

$
1,454


$
345

$
1,713


$
18,502


$
(41,482
)

$
1,337

$
(21,643
)




15




---




Balance Sheet Information:





September 30, 2002

Airborne, Inc.


Guarantors


Non- guarantors


Elimination


Consolidated(in thousands)ASSETSCurrent Assets:Cash and cash equivalents

$



$
330,422


$
2,554


$



$
332,976Trade accounts receivable, less allowance






29,814



225,126







254,940Spare parts and fuel inventory






36,972











36,972Refundable income taxes






2,739











2,739Deferred income tax assets






33,967











33,967Prepaid expenses and other






30,987



275







31,262Total current assets






464,901



227,955







692,856Property and equipment, net






1,186,703











1,186,703Intercompany advances


234,387



(354
)


(11,255
)


(222,778
)


Equipment deposits and other assets


225,742



29,319







(215,111
)


39,950Total assets

$
460,129


$
1,680,569


$
216,700


$
(437,889
)

$
1,919,509LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable

$



$
147,898


$



$
(180
)

$
147,718Salaries, wages and related taxes






93,141











93,141Accrued expenses


4,479



128,961



297







133,737Current portion of long-term obligations






109,691











109,691Total current liabilities


4,479



479,691



297



(180
)


484,287Long-term obligations


150,000



221,167











371,167Intercompany liabilities






222,597







(222,597
)


Deferred income tax liabilities






146,555











146,555Post retirement liabilities






38,529











38,529Other liabilities






49,283











49,283Shareholders equity:Common stock


51,658



102



10



(112
)


51,658Additional paid-in capital


308,812







215,000



(215,000
)


308,812Retained earnings


5,038



530,738



1,393







537,169Accumulated other comprehensive loss






(8,093
)










(8,093
)Treasury stock


(59,858
)














(59,858
)Total shareholders equity


305,650



522,747



216,403



(215,112
)


829,688Total liabilities and shareholders equity

$
460,129


$
1,680,569


$
216,700


$
(437,889
)

$
1,919,509




16




---




Balance Sheet Information:





December 31, 2001

Airborne, Inc.


Guarantors


Non- guarantors

Elimination


Consolidated(in thousands)ASSETSCurrent Assets:Cash and cash equivalents

$



$
191,664


$
9,836

$



$
201,500Trade accounts receivable, less allowance






28,763



97,277






126,040Spare parts and fuel inventory






38,413










38,413Refundable income taxes






27,161










27,161Deferred income tax assets






30,572










30,572Prepaid expenses and other






27,619



402






28,021Total current assets






344,192



107,515






451,707Property and equipment, net






1,247,373










1,247,373Intercompany advances


302,279



(114,548
)


9,487


(197,218
)


Equipment deposits and other assets


5,963



156,912






(115,111
)


47,764Total assets

$
308,242


$
1,633,929


$
117,002

$
(312,329
)

$
1,746,844LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable

$



$
142,497


$


$
(624
)

$
141,873Salaries, wages and related taxes






75,458










75,458Accrued expenses






145,380



617






145,997Current portion of long-term obligations






107,410










107,410Total current liabilities






470,745



617


(624
)


470,738Long-term obligations






218,053










218,053Intercompany liabilities






196,593






(196,593
)


Deferred income tax liabilities






143,526










143,526Post retirement liabilities






39,423










39,423Other liabilities






40,888










40,888Shareholders equity:Common stock


51,376



102



10


(112
)


51,376Additional paid-in capital


304,976



8



115,000


(115,000
)


304,984Retained earnings


11,758



527,411



1,375






540,544Accumulated other comprehensive loss






(2,820
)









(2,820
)Treasury stock


(59,868
)













(59,868
)Total shareholders equity


308,242



524,701



116,385


(115,112
)


834,216Total liabilities and shareholders equity

$
308,242


$
1,633,929


$
117,002

$
(312,329
)

$
1,746,844




17




---




Nine months ended September 30, 2002Airborne, Inc.


Guarantors


Non- guarantors


Consolidated(in thousands)OPERATING ACTIVITIES:Net earnings (loss)

$
(677
)

$
3,326


$
18


$
2,667Adjustments to reconcile net earnings to net cash provided by operating activities:Non-cash operating activities


(219,779
)


251,364



100,010



131,595Change in current assets and liabilities


72,736



(41,141
)


(107,310
)


(75,715
)Net cash provided (used) by operating activities


(147,720
)


213,549



(7,282
)


58,547INVESTING ACTIVITIES:Net cash used by investing activities






(64,428
)






(64,428
)FINANCING ACTIVITIES:Net cash provided (used) by financing activities


147,720



(10,363
)






137,357Net increase (decrease) in cash






138,758



(7,282
)


131,476Cash and cash equivalents at beginning of period






191,664



9,836



201,500Cash and cash equivalents at September 30, 2002

$



$
330,422


$
2,554


$
332,976Nine months ended September 30, 2001Airborne, Inc.


Guarantors


Non- guarantors


Consolidated(in thousands)OPERATING ACTIVITIES:Net earnings (loss)

$
18,502


$
(41,482
)

$
1,337


$
(21,643
)Adjustments to reconcile net earnings to net cash provided by operating activities:Non-cash operating activities


175



154,630



720



155,525Change in current assets and liabilities


60,351



(5,583
)


114



54,882Net cash provided (used) by operating activities


79,028



107,565



2,171



188,764INVESTING ACTIVITIES:Net cash used by investing activities


(156
)


(85,375
)






(85,531
)FINANCING ACTIVITIES:Net cash provided (used) by financing activities


(78,872
)


74,356







(4,516
)Net increase (decrease) in cash






96,546



2,171



98,717Cash and cash equivalents at beginning of period






39,121



1,269



40,390Cash and cash equivalents at September 30, 2001

$



$
135,667


$
3,440


$
139,107




18




---




Item 2.Managements Discussion and Analysis of Financial
Condition and Results of Operations





Results Of Operations





We achieved improved operating earnings in the third quarter and first nine months of 2002 compared to the same periods in 2001. This progress can be attributed
primarily to higher domestic revenues resulting from the implementation of key growth initiatives that began in 2001, including the expansion of our product line and the implementation of yield management actions, and to improved productivity. This
performance was accomplished despite a difficult economic environment that has hampered our core domestic air shipment and revenue growth, cost pressures in certain corporate related expense areas, and the recording of non-recurring restructuring
and impairment charges.





We reported a net loss in the third quarter of 2002 of $3.1 million or $.06 per diluted
share, including non-recurring charges of $4.0 million, or $2.4 million after tax, or $.05 per share. This compares to net earnings of $1.7 million or $.04 per share in the third quarter of 2001, which included gains on the sale of radio frequencies
of $5.4 million after tax or $.11 per share and compensation provided under the Air Transportation Safety and System Stabilization Act of $4.8 million after tax or $.10 per share.





We reported net earnings for the first nine months of 2002 of $2.7 million or $.05 per diluted share, including non-recurring charges of $3.9 million after tax or $.08 per
share and a non-recurring securities gain of $1.0 million after tax or $.02 per share. This compares to a net loss of $21.6 million or $.45 per share in the first nine months of 2001, which included gains on the sale of radio frequencies and
securities of $6.8 million after tax or $.14 per share, the previously mentioned federal compensation of $4.8 million after tax or $.10 per share and restructuring charges of $1.9 million or $.04 per share.





Non-recurring charges in the third quarter of 2002 included a $3.1 million impairment charge on an unscheduled retirement of a DC-8
aircraft. In late September 2002, a routine maintenance check on this aircraft revealed the need for extensive unanticipated repairs. We decided to retire the aircraft from service rather than incur the additional maintenance costs. The non-cash
impairment charge is associated with adjusting the aircrafts net book value to its fair value, which is the equivalent of an estimated parts value. Additionally, we incurred $0.9 million in restructuring charges that were a result of the
domestic and international operational realignment actions announced in the second quarter of 2002, and for which restructuring charges of $2.3 million were recorded in the second quarter of 2002.




19




---




The following table is an overview of our shipments, revenue and weight trends
for the periods indicated:





Three Months Ended September 30

Change


Nine Months Ended September 30

Change2002

2001


2002

2001Shipments (in thousands):DomesticOvernight


40,219


40,425

(0.5
%)


119,975


130,263

(7.9
%)Next Afternoon Service


12,931


12,327

4.9
%


39,116


38,963

0.4
%Second Day Service


17,470


17,282

1.1
%


53,233


55,073

(3.3
%)Ground Delivery Service


12,022


1,492

NM



26,638


1,821

NMairborne@home


7,032


4,747

48.1
%


17,889


15,547

15.1
%Total Domestic


89,674


76,273

17.6
%


256,851


241,667

6.3
%InternationalExpress


1,346


1,375

(2.1
%)


4,107


4,524

(9.2
%)Freight


91


95

(4.2
%)


271


299

(9.4
%)Total International


1,437


1,470

(2.2
%)


4,378


4,823

(9.2
%)Total Shipments


91,111


77,743

17.2
%


261,229


246,490

6.0
%Average Pounds per Shipment:Domestic


5.06


4.24

19.3
%


4.75


4.17

13.9
%International


62.23


60.55

2.8
%


58.96


55.03

7.1
%Average Revenue per Pound:Domestic

$
1.62

$
2.04

(20.6
%)

$
1.75

$
2.06

(15.0
%)International

$
1.01

$
0.99

2.0
%

$
0.98

$
1.02

(3.9
%)Average Revenue per ShipmentDomestic

$
8.32

$
8.87

(6.2
%)

$
8.45

$
8.76

(3.5
%)International

$
65.52

$
61.41

6.7
%

$
59.65

$
57.16

4.4
%




20




---




Total revenues increased 9.1% in the third quarter of 2002 to $842.8 million
compared to revenues of $772.8 million in the third quarter of 2001. For the first nine months of 2002, total revenues increased 1.4% compared to the same period in 2001. Shipment volumes increased 17.2% and 6.0% in the third quarter and first nine
months of 2002, respectively, compared to the same periods in 2001. The third quarter of 2002 had one more operating day than in 2001, while the first nine months of 2002 had the same number of operating days as the comparable period a year ago. The
third quarter of 2001 was negatively impacted by the disruption to business and the closure of the air system for two days as a result of the September 11, 2001 terrorist attacks. This impacts comparison of this years third quarter operating,
shipment, and revenue trends over last years third quarter.





Domestic revenues increased 9.7% to $748.6
million in the third quarter compared to revenues of $682.5 million in the third quarter of 2001. Domestic revenues increased 2.2% for the first nine months of 2002 compared to the same period in 2001. Domestic shipments increased 17.6% to 89.7
million in the third quarter compared to 76.3 million in the third quarter of 2001. For the first nine months of 2002, domestic shipments increased 6.3% compared to the first nine months of 2001. Average revenue per domestic shipment was $8.32 in
the third quarter compared to $8.87 in the third quarter of 2001. Average revenue per domestic shipment was $8.45 for the first nine months of 2002 compared to $8.76 in the like period in 2001. The overall decline in domestic revenue per shipment
was due primarily to a higher percentage of total shipments attributed to lower yielding deferred products. The core air express products revenue per shipment has experienced quarterly sequential increases throughout 2002 and increases over the same
periods in 2001. The increases are due primarily to rate and fee actions and have offset reductions in our fuel surcharge and related revenues. Revenue per shipment on our Ground Delivery Service yields had been decreasing in each quarter of 2002
due to shipment growth in higher volume, lower yielding customers. GDS yields per shipment in the third quarter improved over second quarter 2002 as we began focusing on balancing shipment growth with yield improvement. The airborne@home yields per
shipment decreased in the third quarter of 2002 compared to the same period in 2001 and to the first and second quarters in 2002 due primarily to declines in the average weight per shipment.





Domestic revenues in 2002 and 2001 included fuel surcharge revenues which were used to help offset the historically high prices of fuel affecting costs in our air and
surface operations. During 2001, we had in place a fuel surcharge of 4.0% applied to our air express products and a 1.2% surcharge on our airborne@home and Ground Delivery Service products. The fuel surcharge rates were reduced effective in January
2002 to 2.9% on air express products and 1.0% on airborne@home and ground products. Fuel surcharge revenues totaled $17.5 million and $52.2 million in the third quarter and for the first nine months of 2002, respectively. This compares to $22.4
million and $70.7 million recognized in the third quarter and first nine months of 2001, respectively.





Throughout
2001 and 2002, we have taken actions to increase rates on both domestic and international express services to improve our shipment yields. These actions include general rate increases on domestic services and the introduction of new fees that match
competitor actions. These actions have assisted in improving product level yields as discussed above.





After a
slow July, where air express shipments were down 8.5% on a per day basis compared to July 2001, volumes sequentially increased through the remainder of the third quarter. Our air express shipments averaged 1,100,000 per day in the third quarter, and
averaged 1,149,000 shipments per day in September 2002, an increase of 4.1% over third quarter of 2002 average volumes. Core air express shipments declined 0.7% and 5.3%, on a per day basis, in the third quarter and first nine months of 2002,
respectively. This year-over-year decline in air volumes, impacted by the poor economic environment and customers shift to deferred services, is being experienced industry wide. This decline compares to per day declines of 8.7% and 4.4% in
last years third quarter and first nine months, respectively. Our core air express products are Overnight Express, Next Afternoon Service (NAS) and Second Day Service (SDS). For our higher yielding Overnight Express product, per day shipments
decreased 2.1% in the third quarter of 2002 compared to a decrease of 11.3% in the third quarter of 2001. The NAS product per day shipments increased 3.3% in this years third quarter compared to a decline of 8.2% a year ago. SDS per day
shipment volumes were flat against volumes a year ago compared to a decline of 2.4% in the third quarter of 2001.





In April 2001, we expanded our service portfolio by introducing our Ground Delivery Service (GDS) product. This new product utilizes our sort and linehaul infrastructure and was initially marketed to a targeted customer base.
Marketing of this product has been expanded in 2002 to a broader customer segment, and we are focusing on the appropriate balance between growth and yields. GDS is an important growth initiative that offers us the opportunity not only to generate
revenues from the deferred ground segment, where we had not previously participated, but also to leverage GDS with cross marketing of higher yielding air express shipments. GDS has shown strong growth since its introduction, producing volumes of
12.0 million shipments in the third quarter of 2002 compared to 1.5 million shipments in the third quarter of 2001. GDS shipment volumes in the second quarter of 2002 and first quarter of 2002 were 8.8 million and 5.8 million, respectively.




21




---




Our airborne@home product increased 48.1% to 7.0 million shipments in the third
quarter of 2002 compared to 4.8 million shipments in the third quarter of 2001. The increase in the third quarter of 2002 is due in part to additional shipments from certain large customers for whom the airborne@home product has become more
attractive because of recent increases in Priority Mail rates. For the first nine months of 2002 airborne@home shipments increased 15.1% to 17.9 million shipments compared to 15.5 million shipments in the comparable period of 2001. This service is
intended to capture primarily business-to-consumer shipments from e-commerce and catalog fulfillment providers. airborne@home utilizes an arrangement with the U.S. Postal Service to provide final delivery.





Total domestic shipments per day increased 15.7% and 6.3% in the third quarter and first nine months of 2002 compared to the same periods
in 2001. This growth is due to our GDS and airborne@home products, whose growth in shipment volumes has more than offset the declines in our core air express shipments.





International revenues increased 4.3% in the third quarter of 2002 to $94.2 million compared to $90.3 million in the third quarter of 2001. International revenues for the
first nine months of 2002 declined 5.3% to $261.1 million compared to $275.7 million in the comparable period in 2001. Total international shipments decreased 2.2% to 1.4 million shipments in this years third quarter compared to 1.5 million
shipments in the third quarter of 2001. For the first nine months of 2002, international shipments decreased 9.2% to 4.4 million from 4.8 million in the same period in 2001. Our international express shipments declined 2.1% and 9.2% in the third
quarter and first nine months of 2002, respectively, compared to a year ago. International freight shipments declined 4.2% in the third quarter of 2002 and 9.4% in the first nine months compared to the same periods in 2001. International shipments
and revenues were impacted in the first nine months of 2002 by continued weakness in U.S. exports.





In June 2002,
we increased our presence in France and the region by acquiring our service partner, Pagtrans SA. The acquisition price is estimated to be $670,000, including direct costs. The final acquisition price will be based on a final measurement of the fair
value of current assets and liabilities as of the purchase date that will be completed in late 2002.





International segment losses from operations, including restructuring charges of $0.5 million and $1.8 million recorded in the third quarter and first nine months of 2002, were $0.8 million and $2.9 million, respectively. The
international segment reported earnings of $0.5 million in the third quarter of 2001 and losses of $1.8 million in the first nine months of 2001. Non-recurring restructuring charges of $0.4 million were included in the results for the first nine
months of 2001.





The cost reductions implemented since the second quarter of 2001 were instrumental in the
improvement in earnings from operations in the third quarter and first nine months of 2002 compared to the same periods in 2001. Operating expense per shipment decreased 7.2% to $9.21 in the third quarter of 2002 compared to $9.92 in the third
quarter of 2001 and $9.79 for full year of 2001. Operating expense per shipment decreased 6.3% to $9.24 in the first nine months of 2002 compared to $9.86 in the first nine months of 2001. Although operating expense per shipment improved in the
third quarter and for the first nine months of 2002, the corporate cost pressures previously described negatively impacted costs. Third quarter and nine month per shipment cost amounts for 2001 were negatively impacted by reduced shipment volumes
resulting from the events of September 11.





Corporate costs for pensions, workers compensation, employee
healthcare and insurance increased $16.9 million and $27.2 million in the third quarter and first nine months of 2002 compared to the same periods in 2001. Certain of these increases are market driven. Pension costs have been impacted by decreased
investment returns on plan assets while employee health care costs have increased consistent with market trends. Additionally, insurance costs increased for our aircraft and casualty coverage due to capacity constraints in the insurance market. We
revised our estimated reserve for workers compensation expense in the third quarter to reflect higher claim loss estimates contained in a recently completed independent actuarial analysis report. While we have containment programs in place to
actively manage costs in this area, workers compensation reserve estimates have been impacted by negative claim severity trends, including time-loss and medical cost components. We expect the total of these corporate cost items to be between $30 and
$35 million higher for the full year 2002 over 2001 levels.





We have been aggressively managing our costs since
the second quarter of 2001 through actions designed to improve productivity and adjust our cost structure to be more in line with the volume levels being generated. These actions, including the domestic and international realignment actions
implemented in the second and third quarter of 2002, combined with shipment volume growth, resulted in productivity improvements of 13.0% and 9.0% in the third quarter and first nine months of 2002, respectively, as measured by shipments handled per
paid employee hour. This compares to improvements of 3.9% and 3.2% in the third quarter and first nine months of 2001. Productivity was negatively impacted in 2001 by the September attacks.





Transportation purchased as a percentage of revenues increased to 33.9% in the third quarter of 2002 as compared to 32.9% in the same quarter a year ago. For the first nine
months of 2002, this category of expense comprised 32.8% of revenues in comparison to 32.7% in the first nine months of 2001. Total transportation purchased expense increased 12.3% and 1.9% in the third quarter and




22




---

first nine months of 2002 compared to a year ago. International commercial linehaul costs increased as a percentage of revenues in the third quarter of 2002 compared to the third quarter of 2001
due to higher linehaul rates as a result of tighter capacity caused by the west coast port labor issue and peak season shipping. These costs decreased as a percentage of revenues in the first nine months of 2002 compared to 2001 primarily because of
lower international shipment volumes. This category of expense also includes increased truck linehaul costs, pickup and delivery costs paid to independent contractors, and delivery costs paid to the U.S. Postal Service. These increases are due to
shipment volume related increases, in particular GDS and airborne@home volume increases.





Station and ground
expense as a percentage of revenues was 33.5% in this years third quarter compared to 33.3% in the third quarter of 2001. For the first nine months of 2002, this category of expense was 33.3% of revenues, the same as a year ago. Total station
and ground expense increased 9.7% and 1.2% in the third quarter and first nine months of 2002, respectively, compared to the same periods in 2001. While this category of expense has been aided by improved productivity, this has been partially offset
by higher wage, benefit and workers compensation costs.





Flight operations and maintenance expense as a
percentage of revenues was 16.0% in the third quarter of 2002 compared to 17.2% in the third quarter of 2001, and was 16.1% in the first nine months of 2002 compared to 17.8% for the same period a year ago. This category of expense increased 1.2% in
the third quarter compared to the third quarter of 2001 and declined 8.4% for the first nine months of 2002 compared to a year ago. Total fuel costs declined 5.1% in the third quarter and 21.7% for the first nine months of 2002 compared to the same
periods a year ago due to lower jet fuel prices and reduced fuel consumption. The average aviation fuel price per gallon was $.87 in the third quarter and $.80 for the first nine months of 2002 compared to $.91 in the third quarter of 2001 and $.95
for the first nine months of 2001. While fuel prices decreased from comparable periods in 2001, prices increased in the third quarter of 2002 from the second and first quarters of 2002 when the prices per gallon were $.82 and $.71, respectively. To
mitigate potential future exposure from extreme price increases in jet fuel, in September 2002 we entered into a call option contract on heating oil to hedge a significant portion of our projected jet fuel requirements for a six-month period
beginning in October 2002.





Aviation fuel consumption decreased .5% in the third quarter to 37.6 million gallons
and decreased 6.1% for the first nine months of 2002 in comparison to 2001. The decrease in consumption was primarily due to our efforts, beginning in the second quarter of 2001, to reduce costs by combining certain flight segments, in addition to
our continued program to add more fuel-efficient 767 aircraft to our fleet. The consumption decrease in the third quarter of 2002 compared to the same period in 2001 was accomplished despite the reduced consumption in the third quarter of 2001 due
to the closure of the national air system for two days as a result of the terrorist attacks. The placement of two additional 767 aircraft in service since the third quarter of 2001 has allowed less fuel efficient DC-8 aircraft to be moved to shorter
lane segments or backup status or removed from service.





Aircraft maintenance costs were 5.9% of revenues in both
the third quarter and first nine months of 2002 compared to 6.1% and 6.3% of revenues in the third quarter and first nine months of 2001. Maintenance costs in the third quarter of 2002 increased 5.6% over the third quarter of 2001 and 2.3% over the
second quarter of 2002. Maintenance costs for the first nine months of 2002 decreased 4.7% compared to the same period in 2001. The level of quarterly maintenance costs is generally associated with scheduled repair activities and can fluctuate
depending on the scheduling and level of required repairs as well as on unscheduled repair costs. In the third quarter of 2002, we incurred an unanticipated $1.0 million engine repair on a 767 aircraft. Also impacting flight operations expense are
hull and war risk insurance costs, which have increased significantly since the events of September 11.





General
and administrative expenses as a percentage of revenues were 7.6% in the third quarter and 7.9% in the first nine months of 2002 compared to 7.9% in the third quarter and 8.1% in the first nine months of 2001. General and administrative includes
restructuring charges of $0.9 million in the third quarter of 2002, as discussed previously, and $3.2 million recorded for the first nine months of 2002. Restructuring charges recorded in the first nine months of 2001 were $2.9 million and related
to company-wide labor reductions in the second quarter of 2001. General and administrative expenses in 2002 also included cost increases in the areas of wages, pension, health care, insurance, bad debt and litigation expenses and the cost of certain
incentive plans that were suspended during 2001. However, overall cost reduction efforts and managements continued emphasis on control over labor and discretionary costs have helped to mitigate some of these cost pressures and resulted in cost
declines as a percentage of revenues.





Sales and marketing expense as a percentage of revenues was 2.7% in the
third quarter and 2.8% for the first nine months of 2002 compared to 2.8% in the third quarter of 2001 and 2.9% for the first nine months of 2001. On a year-to-date basis costs have increased due to the addition of sales personnel and higher wage
and incentive compensation, while marketing and packaging expenses have declined.





Depreciation and amortization
expense totaled 5.9% of revenues in the third quarter of 2002 and 6.0% in the first nine months of 2002 compared to 6.7% and 6.5% in the same periods of 2001, respectively. This category of expense includes the DC-8 aircraft




23




---

impairment charge discussed previously of $3.1 million, recorded in the third quarter of 2002. Despite this additional charge, depreciation and amortization expense is lower in the third quarter
and year-to-date periods in 2002 compared to the same periods in 2001 due to the timing of certain assets becoming fully depreciated and lower levels of capital expenditures in 2001 and the first nine months of 2002 in relation to expenditures in
2000 and prior. Through the first three quarters of 2002, we removed a total of four DC-8 aircraft from service, which completes our scheduled removals for the year.





Interest income increased in the third quarter and first nine months of 2002 compared to the same periods in 2001 due to higher levels of cash equivalent short-term
investments.





Interest expense increased in the third quarter and first nine months of 2002 compared to the same
periods a year ago due to higher levels of outstanding debt coupled with lower levels of capitalized interest. Interest expense increased due to additional debt incurred upon the financing of five 767 aircraft in August 2001 and the issuance of
$150.0 million in Senior Convertible Notes in March 2002. Interest capitalized, primarily on the acquisition and modification of aircraft, during the third quarter and first nine months of 2002 was $0.6 million and $1.0 million compared to $0.5
million and $2.0 million recorded in the third quarter and first nine months of 2001.





Discounts on the sales of
receivables associated with recording the obligation to fund the purchasers costs under our accounts receivable securitization facility were $0.7 and $2.9 million in the third quarter and first nine months of 2002 compared to $2.0 million and
$8.0 million in the third quarter and first nine months of 2001. The decrease in cost is due to lower discounts on amounts sold as a result of the lower interest rate environment and the lower amount outstanding on the accounts receivable
securitization facility. Because of the sales recognition treatment required for these securitization transactions, the cost is recorded separate from interest expense.





Included in other income for the first nine months of 2002 was a non-recurring gain of $1.8 million from the sale of a minority equity interest in one of our international
agents. In the third quarter and first nine months of 2001 this category included $8.3 million of non-recurring gains recognized on the sale of certain radio frequencies and from the sale of certain securities.





Our effective tax benefit rate of 36.4% in the third quarter compares to a tax expense rate of 47.6% in the third quarter of 2001. The
effective tax expense rate for the first nine months of 2002 was 49.5% compared to a tax benefit rate of 33.5% in the same period in 2001. The effective tax benefit or expense rate fluctuates depending on the level of losses or earnings in
relationship to nondeductible expenses and the level of state income taxes.





We recorded compensation of $13.0
million in 2001 provided to us under the Air Transportation Safety and System Stabilization Act (Act). The Act provided eligible cargo carriers compensation for certain direct losses associated with the closure of the national air system
for a two-day period following the terrorist attacks of September 11, 2001 and incremental losses through December 31, 2001. The compensation amounts have been recorded based on our interpretation of the Act and related rules. In April 2002, the
Department of Transportation (DOT) issued final rules governing the process and content of final filings that support carriers compensation claims. We completed and filed our final filing along with required audit schedules and
have had discussions with applicable government agencies regarding these filings. While we believe we have complied with the provisions of the Act, these agencies have raised exceptions concerning the treatment of certain compensation items. We are
currently evaluating our options concerning these exceptions. The final amount of proceeds we will realize is subject to resolution of the exceptions and possible completion of further review and audit procedures by the DOT or other applicable
government agencies. We cannot be assured of the ultimate outcome of these reviews, but it is possible that a reduction to the amount of compensation previously recognized could occur. We estimate the range of compensation ultimately realized will
be between $11.0 million and $15.0 million.





Outlook





The performance of the U.S. and global economies will have an impact on our operating results for the remainder of 2002 and beyond. The economy does not appear to be
showing signs of sustained growth. Accordingly, air express shipment volumes could be flat or lower in the fourth quarter of 2002 compared to volumes recorded in the comparable period of 2001.





Our fuel prices have increased since the end of the third quarter of 2002 and may remain high until the conflict in the Middle East has been resolved. On October 7,
2002, we increased our fuel surcharge to 3.5% of revenue on core domestic air segment shipments and 1.2% on GDS and airborne@home services, from previous levels of 2.9% and 1.0%, respectively, which had been in effect since January 2002.
Additionally, effective November 4, 2002 we will increase the fuel surcharge to 4.3% and 1.3%, respectively. While these efforts will help mitigate the increase in fuel costs, it may be difficult to completely offset rising fuel costs if




24




---

prices spike further. As mentioned previously, in order to further mitigate the potential exposure to extreme price increases in jet fuel, we entered into a call option contract on heating oil to
hedge a significant portion of our projected fuel requirements for a six-month period beginning in October 2002.





We expect that our GDS product will continue to show growth in the fourth quarter, although at sequential quarterly growth rates less than the growth rate experienced during the first three quarters of 2002. We are currently focusing
on balancing GDS volume growth with yield improvement. Accordingly, we currently estimate GDS volumes to be between 210,000 and 220,000 shipments per day in the fourth quarter of 2002. We expect our airborne@home product to achieve volumes of
between 110,000 and 120,000 shipments per day in the fourth quarter of 2002 with seasonal peaks well above these estimates in the latter part of the quarter. Continued growth in these products will result in incremental expenses primarily related to
truck linehaul and delivery costs.





We continue to aggressively manage costs by focusing on productivity
improvements and controlling discretionary expenses. However, wage and benefit pressures and additional hours to service expected growth would offset some of the favorable cost savings produced by the productivity gains.





Financial Condition, Liquidity and Capital Resources





Operating cash flows in the first nine months of 2002, coupled with proceeds from a $150.0 million private placement offering of convertible senior notes in March 2002, increased cash and cash
equivalent balances to $333.0 million as of September 30, 2002 compared to $201.5 million as of December 31, 2001. As of September 30, 2002, $35.4 million of cash equivalents were restricted from use and held in an insurance trust to support a
portion of outstanding self-insured casualty liabilities, including workers compensation, automobile and general liability coverages.





Net cash provided by operating activities for the first nine months of 2002 was $158.5 million compared to $138.8 million in the first nine months of 2001, exclusive of repurchases and sales from or to
our receivables securitization facility. The improvement in operating cash flow is primarily due to improved operating performance. Cash provided by operating activities for the first nine months of 2002 compared to the same period in 2001 was
negatively impacted by higher funding of our pension plans but improved by increases in cash flow resulting from changes in working capital and other operating obligations. In the third quarter of 2002, we completed the scheduled funding of $48
million of previously accrued pension obligations.





Capital expenditures and financing associated with those
expenditures are significant factors that affect our financial condition. During the first nine months of 2002 we spent $71.2 million on capital investments compared to $98.3 million in the first nine months of 2001. We anticipate 2002 capital
spending of $120 million, reduced from previous estimates of between $150 and $160 million. This level of spending is comparable to $126 million of capital expenditures recorded in 2001. We took delivery of two 767 aircraft in the first nine months
of 2002 and anticipate taking delivery of one additional aircraft this year. Growth in our ground product has not required significant capital expenditures over the past few quarters since it is designed to leverage our existing sort, linehaul and
pickup and delivery infrastructure. If ground volumes increase during the balance of 2002 and into 2003 as anticipated, we may need to make incremental capital expenditures to accommodate increased volumes.





In addition to our existing cash and cash equivalent reserves, we had $92 million in available borrowing capacity under our bank credit
agreement as of September 30, 2002. No borrowings were outstanding under this agreement. This facility is collateralized by a substantial majority of our assets and contains certain restrictive covenants. We were in compliance with all restrictive
covenants as of September 30, 2002. We also had eligible receivables to support an additional $150 million of sales proceeds under our accounts receivable securitization facility. As of September 30, 2002, we had $100 million of outstanding
receivables securitized under this facility in comparison to $200 million securitized as of December 31, 2001.





In
March 2002, we completed a private placement offering of $150 million of 5.75% convertible senior notes. The notes are for a five-year term maturing in April 2007. Proceeds from the placement are intended to be used, in part, to pay off $100 million
of senior notes that mature in December 2002.





In our opinion, existing cash and cash equivalents coupled with
anticipated cash flow from operations and available capacity under the accounts receivable securitization facility and bank credit agreement should provide adequate flexibility for financing capital expenditures and funding debt maturities scheduled
for the balance of 2002 and into 2003.





While we believe we have the ability to sufficiently fund our planned
operations and capital expenditures for 2002 and into 2003, certain circumstances could arise that would materially affect liquidity. Cash flows from operations could be affected by any further deterioration in core domestic air segment shipment
volumes caused by a continued slow economy, further terrorist attacks, war in the Middle East, or managements inability to successfully implement sales growth initiatives in a cost effective manner or to realize anticipated cost reductions
from realignment and cost savings programs. Operating results and cash flows could also be negatively




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impacted by prolonged labor disputes or increases in our cost structure, such as from a significant rise in fuel prices. Weakening operating performance also could result in our inability to
remain in compliance with financial covenants contained in our bank credit and accounts receivable securitization agreements, thereby reducing liquidity sources and potentially requiring the use of cash collateral to support outstanding letters of
credit. Lower revenues could also cause amounts currently drawn under the securitization facility to be reduced.





Critical Accounting
Policies and Estimates





The Managements Discussion and Analysis of Financial Condition and Results
of Operations, as well as disclosures included elsewhere in the Form 10-Q, are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. On an on-going basis, we
evaluate the estimates used, including those related to bad debts, self-insurance reserves, accruals for labor contract settlements, valuation of spare-parts inventory, impairments of property and equipment, income taxes and contingencies and
litigation. We base our estimates on historical experience, current conditions and available information and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities, as well as identifying and assessing our accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or
conditions. We believe the following critical accounting policies involve the more significant judgments and estimates used in the preparation of the consolidated financial statements.





We maintain an allowance for doubtful accounts for estimated losses resulting from the potential inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required.





We continually evaluate the fair value of our property and equipment. When an asset is considered impaired, the asset is written down to its fair value. Changes in the estimated useful lives of certain
assets may result from excess capacity or changes in regulations grounding the use of our aircraft.





We value
spare parts inventory at the lower of cost or market and write down the value of inventory for estimated obsolescence. An inventory reserve is maintained based upon estimates of spare part utilization by aircraft type. Should actual parts usage be
affected by conditions that are less favorable than those projected by management, revisions to the estimated inventory reserve would be required.





We have not recorded a valuation allowance to reduce our deferred tax assets, as we believe it is more likely than not that the deferred tax asset will be realized. We have considered future taxable
income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. Should we determine that we will not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the
deferred tax asset would be charged to income in the period such determination was made.





We self-insure certain
claims relating to workers compensation, automobile, general liability, healthcare and loss and damage on customer shipments. We record a liability and expense for reported claims and also an estimate for incurred claims but not yet reported.
Accruals for these claims are estimated utilizing historical paid claims data, recent claims trends and independent actuarial reports, as applicable. Changes in claim severity and frequency or other claim trends could result in actual claims being
materially different from the amounts provided for in our results of operations.





We are involved in legal matters
that have a degree of uncertainty associated with them. We continually assess the likely outcomes of these matters and the adequacy of amounts recorded, if any, and make adjustments as appropriate. There can be no assurance that the ultimate outcome
of these matters will not differ materially from our assessment. There can also be no assurance that we know all matters that may be brought against us or that we may bring against other parties at any point in time.





New Accounting Pronouncements





In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145
requires that only certain extinguishments of debt be classified as an extraordinary item. Further, this statement requires a capital lease that is modified so that the resulting lease agreement is classified as an operating lease to be accounted
for under the sale-leaseback provisions of SFAS No. 98. The provisions of the statement pertaining to debt extinguishments are effective for companies with fiscal years beginning after




26




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May 15, 2002. The provisions of the statement pertaining to lease modifications are effective for transactions consummated after May 15, 2002. Implementation of this statement is not anticipated
to have a significant impact on our financial position or results of operations.





In June 2002, the FASB issued
SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities. This statement requires that a liability for
a cost associated with an exit or disposal activity be recognized when the liability is incurred. Previous guidance, provided under Emerging Issues Task Force Issue 94-3, required an exit cost liability to be recognized at the date of an
entitys commitment to an exit plan. The provisions of this statement are effective for exit or disposal activities that are initiated by a company after December 31, 2002. Implementation of this statement is not anticipated to have a
significant impact on our financial position or results of operations.





Risk Factors





The following risk factor should be considered when reading the disclosures in this Form 10-Q in addition to the risk factors described in
our Annual Report on Form 10-K for the year ended December 31, 2001.





A significant increase in the cost, or the unavailability, of
adequate commercial terrorism insurance, including war risk liability insurance, could negatively affect our results of operations.





As a result of the terrorist attacks on September 11, 2001, insurers have significantly increased the cost of insurance coverage. At the same time, they have significantly reduced the maximum amount of terrorism insurance.
The U.S. government has been providing supplemental war risk liability insurance coverage to air carriers, which is currently scheduled to expire on December 15, 2002. In the event commercial insurance carriers further reduce the amount of war risk
liability insurance coverage available to us or significantly increase the cost of insurance, or if the U.S. government fails to renew the war risk liability insurance that it provides, our financial position and results of operations could be
materially adversely affected.





Item 3.Quantitative and Qualitative Disclosures about Market
Risk





Other than the following, there have been no material changes in market risks from the
information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2001.





Jet Fuel Risk





We are dependent on jet fuel to
operate our fleet of aircraft, and our earnings are impacted by changes in jet fuel prices. For the third quarter of 2002 we consumed 37.6 million gallons of jet fuel at an average price of $.87 per gallon.





We have historically implemented temporary fuel surcharges to mitigate the earnings impact of unusually high fuel prices. However, in the
case of an extreme increase in price, which could result in the event of a Middle East war, market factors may limit our ability to increase our existing fuel surcharges to levels which would fully offset the effect that higher fuel costs would have
on net earnings.





To mitigate the effect of extreme increases in the price of fuel, in September 2002, we entered
into a call option contract to hedge a significant portion of our jet fuel requirements for a six-month period beginning in October 2002. The contract provides coverage if the price of fuel increases approximately 40% above the level incurred in the
third quarter of 2002.





Item 4.Controls and Procedures





Based on their evaluation of the Companys disclosure controls and procedures as of a date within 90 days of the filing of this
report, the Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective.





There were no significant changes in the Companys internal controls or in other factors that could significantly affect such controls subsequent to the date of their evaluation.




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PART II.    OTHER INFORMATION





Item 5.Other Information.





The Audit Committee of the Board of Directors approved the categories of all non-audit services performed by the Companys independent accountants during the period
covered by this report.





Item 6.Exhibits and Reports on Form 8-K.





(a) Exhibits 





EXHIBIT NO.

12

Statements Regarding Computation of Ratios12(a)

Ratio of Earnings to Fixed ChargesEXHIBIT NO.

9999(a)

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99(b)

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.








(b)  Reports on
Form 8-K 





On August 14, 2002, the Company filed a Form 8-K furnishing as exhibits thereto
copies of the sworn statements of the Companys principal executive officer and principal financial officer submitted to the Securities and Exchange Commission pursuant to its order No. 4-460.





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.RegistrantDate:

11/13/02



/s/    CARL D. DONAWAYCarl D. Donaway Chairman and Chief Executive OfficerDate:

11/13/02



/s/    LANNY H. MICHAELLanny H. Michael Executive Vice President and Chief Financial OfficerDate:

11/13/02



/s/    ROBERT T. CHRISTENSENRobert T. Christensen Chief Accounting Officer




28




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CERTIFICATION PURSUANT TO


SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002





I, Carl D. Donaway, certify that:





| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Airborne, Inc.;
| | -- |  | ---------------------------------------------------------------------

| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. |  | Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. |  | Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c. |  | Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors:
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. |  | All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. |  | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: November 13, 2002





/S/    CARL D. DONAWAY


---

Carl D.
Donaway


Chief Executive Officer and President




29




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CERTIFICATION PURSUANT TO


SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002





I, Lanny H. Michael, certify that:





| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Airborne, Inc.;
| | -- |  | ---------------------------------------------------------------------

| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. |  | Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. |  | Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c. |  | Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors:
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. |  | All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. |  | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: November 13, 2002





/S/    LANNY H. MICHAEL


---

Lanny H.
Michael


Chief Financial Officer and Executive Vice President




30