ABX Air, Inc. (ABX) operates a fleet of 112 aircraft, providing air cargo transportation. ABX complements its air transport capabilities with package handling, warehousing and line-haul logistic services. The Company operates primarily in the United States but has the authority to fly worldwide. ABX also offer aircraft, crew, maintenance and insurance (ACMI) and on-demand charter services to freight forwarders and other major shippers. The Company sells aircraft parts, provide maintenance and repair services for airframes and aircraft components and conduct flight-training services for customers. Additionally, ABX operates a sorting facility for the United States Postal Service and has provided cargo transportation and sorting services. DHL Express (USA), Inc. (DHL) is the biggest customer of ABX, constituting approximately 98% of total revenues in 2005. In 2005, a Boeing 767 aircraft from Delta Airlines, Inc. was acquired. The acquisition ended with an agreement to purchase 11 additional Boeing 767 aircraft through 2008. Business with DHL In conjunction with the separation from Airborne, Inc., the Company and Airborne entered into an ACMI agreement and a hub and line-haul services agreement effective August 16, 2003. After Airborne was merged into DHL, the ACMI agreement and the Hub Services agreement were assumed by DHL. On January 1, 2006, DHL Express (USA), Inc. assigned the agreement to DHL Network Operations (USA), Inc. Hereinafter, DHL Express (USA), Inc., DHL Holdings, DHL Network Operations (USA), Inc. and the former Airborne will sometimes be referred to individually and collectively as DHL. Under these agreements, ABX provides services to DHL on a cost plus basis. Assistance is provided to DHL in providing domestic express and deferred delivery services to its customers. DHL's express delivery services include its Next Day Services and DHL 2nd Day Service. Next Day Services are primarily transported by the Company's fleet of aircraft and sorted through its nightly hub operations. 2nd Day and DHL's other deferred delivery services, which include DHL@Home and DHL Ground Service, are primarily transported by contracted trucks and sorted through a daytime sort and regional hub operations. Some of the packages for 2nd Day Service and for deferred delivery services may be transported on the aircraft. Under the Hub Services Agreement, ABX provides staff to conduct package sorting, warehousing, and line-haul logistics as well as airport, facilities and equipment maintenance services for DHL. Under the ACMI agreement, air cargo transportation services are provided on a cost-plus pricing structure. On March 15, 2006, the Company entered into an agreement with DHL that will result in the transition to DHL of the over-the-road line-haul services that ABX provides under a hub and line-haul services agreement (Hub Services Agreement), including the ACMI services arrangement. Other Products and Services The Company also provides cargo transportation and aircraft-related services to customers other than DHL. The services include: ACMI and charter services; airport-to-airport transportation of freight on a space available basis; aircraft maintenance and modification services; aircraft parts sales and brokerage; flight crew training; and United States Postal Service. Revenues from customers other than DHL were approximately 2% of total revenues in 2005. ABX can use its aircraft to provide ACMI services and fly on-demand charters for customers other than DHL. A typical ACMI contract requires the Company to supply, at a specific rate per block hour, the aircraft, crew, maintenance and insurance for specified cargo operations, while the customer is responsible for substantially all other aircraft operating expenses, including fuel, landing fees, parking fees and ground and cargo handling expenses. On-demand charter agreements usually require ABX to supply fuel and other operating expenses in addition to aircraft, crew, maintenance and insurance for a fixed, all-inclusive price. The ACMI agreement with D

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