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 JuneSeptember 30, 1995
Commission File Number 1-6512
AIRBORNE FREIGHT CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
----------------------------------------
(State of incorporation or organization)
91-0837469
---------------------------------
(IRS Employer Identification No.)
3101 Western Avenue
P.O. Box 662
Seattle, Washington 98111-0662
------------------------------
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (206) 285-4600
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes: XXX 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 315,150 treasury shares)
as of JuneSeptember 30, 1995 21,050,336 shares
-----------------
AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
Three Months Ended SixNine Months Ended
September 30 September 30
------------------ ----------------
June 30 June 30
------- ------------------------
1995 1994 1995 1994
---- ---- ---- ----
REVENUES:
Domestic $452,631 $407,657 $ 894,808 $ 804,541$468,275 $415,417 $1,363,083 $1,219,958
International 93,309 76,885 181,048 146,55392,290 74,327 273,338 220,880
-------- -------- ---------- ---------
545,940 484,542 1,075,856 951,094----------
560,565 489,744 1,636,421 1,440,838
OPERATING EXPENSES:
Transportation purchased 196,726 162,534 385,511 317,532196,566 164,745 582,077 482,277
Station and ground operations 170,812 144,931 335,926 290,141171,649 147,915 507,575 438,056
Flight operations and maintenance 79,311 65,454 157,372 131,23681,738 73,046 239,110 204,282
General and administrative 37,019 36,552 74,513 72,26839,767 35,898 114,280 108,166
Sales and marketing 16,250 14,037 31,881 27,33214,490 13,679 46,371 41,011
Depreciation and amortization 34,846 33,309 69,648 67,07436,134 34,763 105,782 101,837
-------- -------- ---------- ---------
534,964 456,817 1,054,851 905,583----------
540,344 470,046 1,595,195 1,375,629
-------- -------- ---------- -------------------
EARNINGS FROM OPERATIONS 10,976 27,725 21,005 45,51120,221 19,698 41,226 65,209
INTEREST, NET 6,964 6,069 13,689 12,0107,343 6,212 21,032 18,222
-------- -------- ---------- -------------------
EARNINGS BEFORE INCOME TAXES 4,012 21,656 7,316 33,50112,878 13,486 20,194 46,987
INCOME TAXES 1,750 8,593 3,174 13,4385,176 5,341 8,350 18,779
-------- -------- ---------- -------------------
NET EARNINGS 2,262 13,063 4,142 20,0637,702 8,145 11,844 28,208
PREFERRED STOCK DIVIDENDS 68 103 139 68769 105 208 792
-------- -------- ---------- -------------------
NET EARNINGS AVAILABLE TO COMMON SHAREHOLDERS $ 2,1947,633 $ 12,9608,040 $ 4,00311,636 $ 19,37627,416
SHAREHOLDERS
======== ======== ========== ===================
NET EARNINGS PER COMMON SHARE:
Primary -SHARE $ .10.36 $ .61.38 $ .19.55 $ .931.31
======== ======== ========== =========
Fully Diluted - $ .10 $ .57 $ .19 $ .89
======== ======== ========== =========
DIVIDENDS PER COMMON SHARE $ .075 $ .075 $ .15.225 $ .15.225
======== ======== ========== ===================
See notes to consolidated financial statements.
AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
JuneSeptember 30 December 31
------------------- -----------
ASSETS ------ 1995 1994
------ ---- ----
(Unaudited)
CURRENT ASSETS:
Cash $ 14,45114,137 $ 10,318
Trade accounts receivable, less 239,576 221,788
allowance of $7,550$7,650 and $7,500 219,887 221,788
Spare parts and fuel inventory 30,84531,004 28,071
Deferred income tax assets 13,04013,838 12,458
Prepaid expenses 20,86521,958 20,701
---------- ----------
TOTAL CURRENT ASSETS 299,088320,513 293,336
PROPERTY AND EQUIPMENT, NET 806,832830,845 766,346
EQUIPMENT DEPOSITS and OTHER ASSETS 18,55721,675 18,824
---------- ----------
TOTAL ASSETS $1,124,477$1,173,033 $1,078,506
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 111,649121,627 $ 117,194
Salaries, wages and related taxes 45,29939,669 43,858
Accrued expenses 59,88966,036 59,053
Income taxes payable 3482,142 342
Current portion of debt 6,1526,435 6,018
---------- ----------
TOTAL CURRENT LIABILITIES 223,337235,909 226,465
LONG-TERM DEBT 334,397361,317 279,422
SUBORDINATED DEBT 115,000 118,580
DEFERRED INCOME TAX LIABILITIES 29,80632,548 30,402
OTHER LIABILITIES 28,37428,656 31,239
REDEEMABLE PREFERRED STOCK 3,948 5,000
SHAREHOLDERS' EQUITY:
Preferred Stock, without par value -
Authorized 5,200,000 shares, no shares
issued
Common stock, par value $1 per share -
Authorized 60,000,000 shares
Issued 21,365,486 and 21,285,924 shares 21,366 21,286
shares
Additional paid-in capital 185,661185,647 184,369
Retained earnings 183,559189,613 182,714
---------- ----------
390,586396,626 388,369
Treasury stock, 315,150 shares, at cost (971) (971)
---------- ----------
389,615395,655 387,398
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,124,477$1,173,033 $1,078,506
========== ==========
See notes to consolidated financial statements.
AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
SixNine Months Ended
JuneSeptember 30
----------------
1995 1994
---- ----
OPERATING ACTIVITIES:
Net Earnings $ 4,14211,844 $ 20,06328,208
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 64,689 62,11998,224 94,511
Provision for aircraft engine 7,558 7,326
overhauls 4,959 4,955
Deferred income taxes (1,178) 301766 1,213
Other (2,791) (2,920)(2,470) (2,316)
-------- --------
CASH PROVIDED BY OPERATIONS 69,821 84,518115,922 128,942
Change in:
Receivables 1,901 (13,544)(17,788) (14,795)
Inventories and prepaid expenses (2,938) 3,620(4,190) 3,000
Accounts payable (5,545) 12,2184,433 16,442
Accrued expenses, salaries &and 4,594 3,755
taxes payable 2,283 2,437
-------- --------
NET CASH PROVIDED BY OPERATING 102,971 137,344
ACTIVITIES 65,522 89,249
INVESTING ACTIVITIES:
Additions to property and equipment (106,098) (94,267)
Dispositions(167,541) (125,861)
Disposition of property and equipment 340 755904 913
Expenditures for engine overhauls (3,922)(6,060) (3,064)
Other (257) (889)520 (653)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (109,937) (97,465)(172,177) (128,665)
FINANCING ACTIVITIES:
Proceeds from bank note borrowings, net 68,600 47,000(12,100) 37,100
Proceeds from debt issuance 107,461 --
Principal payments on debt (17,071) (38,838)(17,693) (39,578)
Proceeds from common stock issuance 320 2,803306 2,805
Dividends paid (3,301) (3,838)(4,949) (5,518)
-------- --------
NET CASH PROVIDED (USED) BY FINANCING 73,025 (5,191)
ACTIVITIES 48,548 7,127
-------- --------
NET INCREASE (DECREASE) IN CASH 4,133 (1,089)3,819 3,488
CASH AT JANUARY 1 10,318 7,134
-------- --------
CASH AT JUNESEPTEMBER 30 $ 14,45114,137 $ 6,04510,622
======== ========
See notes to consolidated financial statements.
AIRBORNE FREIGHT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 1995
(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 1995 presentation.
NOTE B--LONG-TERM DEBT:
Long-term debt consists of the following:
JuneSeptember 30 December 31
------- ----------------------- ------------
1995 1994
---- ----
(In thousands)
Senior debt:
Revolving bank credit $219,000$100,000 $135,000
Notes payable 1,60039,900 17,000
Senior notes 100,000200,000 100,000
Revenue bonds 13,200 13,200
Other debt 3,16911,072 16,670
-------- --------
336,969364,172 281,870
Subordinated debt:
Senior subordinated notes 3,580 7,150
Convertible subordinated debentures 115,000 115,000
-------- --------
118,580 122,150
-------- --------
Total long-term debt 455,549482,752 404,020
Less current portion 6,1526,435 6,018
-------- --------
$449,397$476,317 $398,002
======== ========
NOTE C--EARNINGS PER COMMON SHARE:
Primary earnings per common share are based upon the weighted average
number of common shares outstanding during the interim period plus dilutive
common equivalent shares applicable to the assumed exercise of outstanding
stock options. Fully diluted earnings per share for the three and sixnine
months ended JuneSeptember 30, 1995 and 1994 are the same as primary earnings
per share. Fully diluted
earnings per share for the three and six month period ended June 30, 1994,
assumes conversion of the Company's redeemable preferred stock and
convertible subordinated debentures as well as the dilutive common
equivalent shares applicable to the assumed exercise of stock options. Net
earnings as adjusted for the elimination of preferred stock dividends and
interest expense, net of applicable taxes, relative to the assumed
conversion was $14,128,000 and $22,193,000 for the three and six month
periods, respectively.
Average shares outstanding used in earnings per share computations were as
follows:
Three Months Ended SixNine Months Ended
------------------ ----------------
June-----------------
September 30 JuneSeptember 30
------- ------------------- ------------
1995 1994 1995 1994
---- ---- ---- ----
AVERAGE SHARES OUTSTANDING Primary 21,178 21,404 21,182 20,788
Fully Diluted 21,180 24,900 21,182 24,90021,196 21,288 21,186 20,955
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS:
The Company's operating performance in the secondthird quarter of 1995
resulted in significantly lowerhigher operating income and net earnings compared
to the first and second quarterquarters of 1994. During the second quarter of 1995, the
Company experienced similar pressures onyear. Operating results were
positively impacted by improving shipment yields and lower average costs
per shipment handled. Shipment yields improved due to several factors: an
increase in the average weight and revenue per domestic shipment as were experienced in the first quarterlatter part of 1995,
although the
downward trend stabilized duringquarter; stronger growth in the secondovernight express product; and, rate
increases imposed in specific customer segments. Productivity gains were a
major contributor to the 4.6% improvement in the average cost per shipment
handled, when compared to last years third quarter.
Net earnings available to common shareholders for the secondthird quarter of
1995 were $2.2$7.6 million, or $.10$.36 per share, compared to $13.0$8.0 million, or
$.61$.38 per share for the secondthird quarter of 1994. Net earnings available to
common shareholders for the first nine months of 1995 were $4.0
million, or $.19$.55 per share
compared to $1.31 per share for the first six monthscomparable period of 1995, compared to
$19.4 million, or $.93 per share for the corresponding period in 1994.
Earnings per share on a fully diluted basis for the second quarter of
1995 and 1994 were $.10 and $.57, respectively, and for the first six
months of 1995 were $.19 compared to $.89 for the corresponding period in 1994.
The following table sets forth selected shipment and revenue data for
the comparative periods indicated:
Three Months Ended SixNine Months Ended
------------------ ----------------
JuneSeptember 30 JuneSeptember 30
-------- ------------------- ------------
1995 1994 1995 1994
---- ---- ---- ----
Shipments (in thousands):
Domestic
Overnight
Letters 9,017 8,498 18,147 16,9749,393 8,571 27,540 25,545
0-2 Lbs. 12,208 11,002 24,221 21,79012,689 11,128 36,910 32,918
3-99 Lbs. 10,509 9,670 20,981 19,298
------ ------11,211 9,877 32,192 29,175
------- ------
31,734 29,170 63,349 58,062------- ------- -------
33,293 29,576 96,642 87,638
Select Delivery Service
0-2 Lbs. 14,558 10,132 28,461 19,69814,933 10,808 43,394 30,506
3-99 Lbs. 8,143 6,024 15,819 11,806
------ ------8,310 6,475 24,129 18,281
------- ------
22,701 16,156 44,280 31,504------- ------- -------
23,243 17,283 67,523 48,787
100 Lbs. &and over 81 90 162 176
------ ------78 89 240 265
------- ------------- ------- -------
Total Domestic 54,516 45,416 107,791 89,742
------ ------56,614 46,948 164,405 136,690
------- ------------- ------- -------
International
Express 1,013 859 1,949 1,6631,037 891 2,986 2,554
All Other 142 122 272 234
------ ------140 120 412 354
------- ------------- ------- -------
Total International 1,155 981 2,221 1,897
------ ------1,177 1,011 3,398 2,908
------- ------------- ------- -------
Total Shipments 55,671 46,397 110,012 91,639
====== ======57,791 47,959 167,803 139,598
======= ============= ======= =======
Average Pounds per Shipment:
Domestic 4.5 4.8 4.5 4.74.8
International 62.5 64.9 65.0 63.261.2 60.0 63.7 62.1
Average Revenue per Pound:
Domestic $ 1.80 $ 1.871.83 $ 1.81 $ 1.891.87
International $ 1.301.29 $ 1.201.23 $ 1.261.27 $ 1.211.22
Average Revenue per Shipment:
Domestic $ 8.24 $ 8.85 $ 8.27 $ 8.988.92
International $ 8.2878.41 $ 8.97
International $80.79 $78.37 $81,52 $77.2673.52 $ 80.44 $ 75.96
Total shipments increased 20%20.2% in the second quarterfirst nine months of 1995
compared to an increase of 16%16.4% in the second quarterfirst nine months of 1994. Domestic and
international shipmentsTotal revenues
increased 20% and 18%, respectively, during this
period13.6% in the first nine months of 1995 compared to 16% and 11%, respectively,15.0% in 1994.
Domestic shipments increased 20.3% in the first nine months of 1995
compared to 16.5% for the correspondingsame period of 1994. Domestic shipments
increased 20% and international
shipments increased 17%20.6% in the first halfthird quarter of 1995 compared to 17% and 10%,
respectively,15.5% in 1994.
Domestic shipment growth during the first nine months of 1995 was
positively impacted by the higher growth rate for overnight shipments, than
in prior periods, particularly in the third quarter of 1995 when overnight
shipments increased 12.6% compared to 5.5% in the corresponding period inof
1994. The growth in domestic shipments continued to be aided by strongAlso growth in the Company's deferred service product, Select Delivery Service
(SDS).products which provide
next afternoon and second-day delivery service continues to aid domestic
growth. For the first sixnine months of 1995, SDS shipments increased 41%
compared to an increase of 35% for 1994, accountingdeferred service accounted for
over 41%41.1% of total domestic shipments, compared to 35.7% for the first
nine months of 1994.
Domestic revenues increased 11.7% in the first six months of 1995. Domestic overnight
shipment growth was 9% for the first sixnine months of 1995 and
12.7% in the third quarter of 1995 compared to 12.1% and 9.8% in the nine
month period and third quarter of 1994, respectively. Domestic revenues increased 11%Third quarter 1995
domestic revenue growth was positively impacted by the significant growth
in bothhigher yielding overnight shipments. The Company also initiated a yield
enhancement program with rate increases on specific business segments being
initiated during the secondthird quarter, with additional rate increases planned
for the fourth quarter and in 1996. Furthermore, the average weight per
shipment was stable during the third quarter and actually increased during
the latter part of the quarter. These factors all combined to produce a
more stable domestic yield environment in the third quarter compared to the
first sixand second quarters of 1995.
International shipments increased 16.9% in the first nine months of 1995
compared to 12%11.2% in 1994, and 13%, respectively, for the
corresponding periods in 1994. Revenue growth during the first half of
1995 was negatively impacted by a decline16.4% in the average weight per
domestic shipment to 4.5 pounds compared to 4.7 pounds in the first half of
1994. This decline in average weight per shipment in combination with the
trend of a higher growth rate in lower yielding SDS shipments, resulted in
a decrease in the average revenue per domestic shipment of approximately
7.7% to $8.28 per shipment in the first six monthsthird quarter of 1995 compared
to $8.9713.3% in the corresponding period of 1994. During the second quarter of
1995 the Company experienced similar pressures on the average weight and
average revenue per domestic shipment as were experienced in the first
quarter of 1995. However, the downward trends stabilized during the second
quarter.
The growth in international
shipments during the first half of 1995 was aided by the relatively balanced growth in higher yielding
freight as well as express shipments. International revenues increased
21%23.7% in the second quarterfirst nine months of 1995 compared to 37%34.0% in 1994 and for
the first halfthird quarter of 1995 and 1994 increased 24%24.2% and 35%32.9%, respectively.
International revenue per shipment and the average weight per shipment
increased during the first halfnine months of 1995 compared to the
corresponding 1994 period, as a result of the continued strong unitsustained growth in higher
yielding freight shipments.
Going forward, the Company intends to take a more aggressive pricing
approach to enhance domestic revenue yields. Pricing for new business will
be monitored closely. Also, pricing for existing business will be
increased where not covered by existing contracts and where market
conditions will allow.
Operating expenses as a percentage of revenues were 98.0%97.5% for the first
sixnine months of 1995 compared to 95.2%95.5% in the first sixnine months of 1994 and
95.5% for all of 1994. Operating cost per shipment handled decreased 3%3.5%
to $9.59$9.51 for the first sixnine months of 1995 compared to the first six months
of 1994.corresponding
1994 period. The operating cost per shipment for the secondthird quarter of 1995
decreased 2.4%4.6% to $9.61,$9.35, compared to the third quarter of 1994 and
decreased 2.7% from the second quarter of 1994, but was
slightly higher than the first quarter of 1995 cost per shipment of $9.57.1995. The Company experienced a
6%7.0% improvement in productivity for the secondthird quarter of 1995 compared to the second quarter of 1994, as measured
by shipments handled per paid employee hour while productivity improvement for
the first half of the year was approximately 8% over the corresponding
period of 1994. However, operating expenses were negatively impacted
during the first half of 1995 primarily due to an increase in costs in the
transportation purchased category.hour. Comparisons of certain
operating expense components are discussed below.
Transportation purchased increased as a percentage of revenues to 35.8%35.6%
in the first sixnine months of 1995 compared to 33.4%33.5% in 1994. This increase
was primarily due to additional commercial airline costs resulting from the
growth in international freight shipments discussed above and to
higher cartage costs related to contract pickup, delivery and trucking
operations.above.
Station and ground expense as a percentage of revenues in the first sixnine
months of 1995 was 31.2%31.0% compared to 30.5%30.4% in the first sixnine months of
1994. Productivity gains achieved werehelped offset by costs incurred to
maintain service integrity.inflationary pressures on costs.
Flight operations and maintenance expense as a percentage of revenues
during the first sixnine months of 1995 was 14.6%, compared to 13.8%14.2% in the
first sixnine months of 1994. The average aviation fuel price for the first
halfnine months of 1995 was $.59 per gallon, which was also the average price
per gallon in the corresponding period of 1994. Aviation fuel consumption
increased to 67.9103 million gallons in the first halfnine months of 1995, a 14%14.4%
increase compared to the first halfnine months of 1994. The increase in fuel
consumption is a result of additional Company operated aircraft placed in
service since the first half in 1994. The Company incurred higher aircraft maintenance costs
during the first six months of 1995 compared to the corresponding periodthird quarter of 1994. The Company anticipates that aircraft maintenance costs will be
somewhat lower in the third and fourth quarters of this year compared to
the first two quarters of 1995.
The increased number of aircraft in service also accounted for the
increase in depreciation and amortization expense which, as a percentage of
revenues in the first halfnine months of 1995 was 6.5%, compared to 7.1% for
the corresponding period in 1994.
General and administrative and sales and marketing expenses on a
combined basis decreased as a percentage of revenues in the first halfnine
months of 1995 compared to 1994. This was primarily the result of
continuing productivity gains and a strong focus on all discretionary
spending.
Interest expense in the first halfnine months of 1995 was higher than the
corresponding period inof 1994. This increase was the result of higher
average outstanding borrowings combined with higher effective interest
rates.
The Company's effective tax rate was 43.4%41.3% in the first sixnine months of
1995 compared to 40.1%40.0 in the first sixnine months of 1994 and 39.6% for all of
1994. The higher effective tax rate for the first halfnine months of 1995 was
the result of certain taxes and nondeductible expenses that are not
directly related to the level of earnings.
LIQUIDITY AND CAPITAL RESOURCES:
Capital expenditures and associated financing continuedcontinue to be the primary
factors affecting the financial condition of the Company. The Company
anticipates total capital expenditures to approximate $230$220 to $225 million
in 1995, of which a significant portion is related to the acquisition and
modification of aircraft. During the first halfnine months of 1995, total
capital expenditures net of dispositions were $106$167 million. The principal
sources of liquidity for financing capital expenditures during the first
halfnine months of 1995 were cash provided by operations and financing under
the Company's bank lines of credit.
The Company's $250 million unsecured revolving bank credit agreement has
traditionally been used as a major source of liquidity for periods between
other financing transactions. The Company also has available $65 million
under unsecured uncommitted money market lines of credit with several
banks, used in conjunction with the revolving credit agreement to
facilitate settlement and accommodate short-term borrowing fluctuations.
At JuneSeptember 30, 1995, a total of $220.6$139.9 million was outstanding under the
revolving bank credit and money market credit lines.
TheIn September, 1995 the Company filed a registration statement forissued $100 million of debt
securities with the Securities Exchange Commission on July 27, 1995.
Management intends to complete the issuance of ten year7.35% notes under this
shelf registration during the third quarter of 1995.due
September 15, 2005. The net proceeds from this transaction are intended to bewere used to
pay down the Company's bank lines of credit.credit, and replaced floating rate
debt with a fixed rate.
In August, 1995 the Company's long term senior debt classification was
downgraded by Standard & Poor's from "BBB+" to "BBB", citing the pressure
on domestic yields as the primary factor. Moody's rating of "Baa3"
remained unchanged.
In management's opinion, the available capacity under the bank credit
agreements coupled with internally generated cash flow from remaining 1995
operations and other sources of intended borrowing should provide adequate flexibility to finance anticipated
capital expenditures for the balance of 1995.
PART II. OTHER INFORMATION
--------------------------
Item 5. Other Information.6. Exhibits and Reports or Form 8-K.
(a) Exhibits
Exhibit No. 27 - Financial Data Schedule
(b) Reports on Form 8-K - A Form S-3 registration statement was filed with8-K dated September 18, 1995,
has been duly filed. The form included the Securities and
Exchange Commissionfollowing
information:
(1) Provided notice that on July 27,September 18, 1995, for Debt Securities in theAirborne
Freight Corporation sold $100,000,000 aggregate
principal amount of $100,000,000.7.35% Notes due September 15, 2005.
(2) Provided opinion of counsel regarding the legality of
issuance of $100,000,000 of notes of Airborne Freight
Corporation as well as guarantees of notes by certain
wholly-owned subsidiaries.
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 FREIGHT CORPORATION
----------------------------
(Registrant)
Date: 8/11/14/95 /s/Roy C. Liljebeck
------------------------- --------------------------------- -------------------
Roy C. Liljebeck
Executive Vice President,
Chief Financial Officer
Date: 8/11/14/95 /s/Lanny H. Michael
------------------------- --------------------------------- -------------------
Lanny H. Michael
Senior Vice President,
Treasurer and Controller