Separately, ABX announced that it has reached a tentative agreement on an amended collective bargaining agreement (CBA) with representatives of Local 1224 of the International Brotherhood of Teamsters. The local represents approximately 600 current and former ABX Air flight crew employees. The agreement is subject to a number of conditions, including ratification by Local 1224 members covered by the CBA and a new agreement between ABX Air and DHL for airline operations in the U.S., replacing the current ACMI Agreement.

“Our results for the third quarter are consistent with our 2009 goals, which are to roll out more converted freighters and related air cargo services for new customers, drive out costs and strengthen our balance sheet to remain competitive in a weak but reviving economy, and complete the details of a new, more comprehensive relationship with our ABX Air flight crews and with DHL,” said ATSG President and CEO Joe Hete.

“That work continues, but we expect to report more progress later this year and in 2010 as economic conditions improve,” Hete said.

“The tentative agreement on an amended CBA with our ABX Air pilots was a major achievement, although it is subject to a ratification vote and includes provisions that require matching commitments from DHL,” Hete said. “We look forward to resolving this and other matters with our pilot groups, and completing action on several significant outstanding issues still pending with DHL. That will clear the way toward relationships that benefit our customers, our shareholders and our employees, and allow us to leverage all of our capabilities in cost-effective airlift and ground support, together with our maintenance and logistics services.”

Financial Highlights

The financial results of the third quarter compared with results for the third quarter of 2008, included the following:

• Revenues from continuing operations of $174.2 million, down 27 percent from a year ago, reflecting primarily the scaled-down U.S. operations of DHL, the company’s principal customer, which now provides international-only package express services to and from the United States.

• Pre-tax earnings from continuing operations of $4.6 million, essentially flat with year-earlier levels, reflecting ATSG’s expanded aircraft leasing operation and lower earnings from DHL and other ACMI operations.

• Consolidated net earnings of $3.7 million, or $0.06 per diluted share in the third quarter of 2009, down 25 percent, principally due to an unfavorable comparison with 2008’s provision for income taxes. A $1.3 million non-recurring tax benefit was recorded in the third quarter last year. Income tax expense for ATSG is a deferred, non-cash item.

• Reduced debt by $37 million compared with June 30, 2009 levels, and by $106.5 million, or 21 percent, since Dec. 31, 2008. Improved coverage ratios, and a decline in the base LIBOR rate, have reduced the interest rate on the variable-rate facilities by nearly 400 basis points from a year ago.

ATSG’s third-quarter 2009 EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) from continuing operations decreased to $30.8 million, from $37.0 million in the year-earlier period. EBITDA from discontinued operations was $1.5 million for the quarter, compared with $1.6 million for the third quarter of 2008 (See Reconciliation of EBITDA to GAAP Net Earnings as of Thursday. EBITDA is a non-GAAP measure of financial performance that management believes better reflects the cash-generating performance of asset-intensive, financially leveraged businesses such as ATSG.

The provision for income taxes for the third quarter was $2.3 million, compared with $1.0 million in the third quarter of 2008. The third-quarter 2008 provision for income taxes included a $1.3 million reduction in a reserve tied to reviews of our prior-year returns. Our deferred tax assets continue to offset the vast majority of our current income tax obligations.

Overall interest expense for the third quarter declined by $2.4 million compared with a year ago.

DHL’s agreement to cancel $46.3 million in principal amount of ABX Air’s obligation under its promissory note to DHL was a significant factor. The first lien debt to EBITDA coverage ratios improved this year, and the underlying base rate of the debt has declined. Rates on the variable interest, non-hedged, unsubordinated term loan have declined from 6.8 percent in the third quarter of 2008 to 2.9 percent for the third quarter of 2009.

For the first nine months of 2009, ATSG’s revenues and net earnings from continuing operations were $573 million and $17.9 million, respectively, or $0.28 per diluted share. For the first nine months of 2008, revenues and net earning from continuing operations were $684.7 million and $6.3 million, respectively, or $0.10 per diluted share.

Segment Results

DHL

Revenues from ATSG’s ongoing role in DHL’s U.S. air network under the principal ACMI Agreement were down 38 percent to $69.8 million, including reimbursable fuel and wind-down costs. Pre-tax earnings from those same operations, based on fixed-dollar markups, decreased 17 percent to $1.9 million for the quarter from a year earlier, when markups were primarily cost-plus. ABX Air’s operations for DHL were sharply curtailed in January 2009 as DHL chose to limit its package delivery service within the U.S. to international shipments.

ABX Air has paid to approximately 8,600 terminated employees associated with the DHL book of business approximately $18.4 million for accrued vacation benefits since DHL’s restructuring began in mid-2008, including $3.3 million in the third quarter this year. ABX Air contends that DHL is obligated to reimburse ABX for those payments in full. DHL has declined to do so since an initial $3.2 million reimbursement payment in March 2009 for 2008 vacation benefit costs. ABX Air believes it can demonstrate the validity of its claim. It is discussing this matter with DHL in the context of broader negotiations toward future aircraft leases under a restructured business relationship between the companies when the current ACMI Agreement expires in August 2010.

Third-quarter net earnings from discontinued operations, consisting of ABX Air’s support of DHL’s sorting and aircraft fuel management operations, were $0.9 million for both 2009 and 2008. The hub services agreement with DHL expired midway through the third quarter this year, as DHL moved its principal U.S. operations from Wilmington to the regional airport serving Cincinnati. ABX Air continued to support DHL’s sorting operations in Cincinnati through a transition ending in September.

CAM/Leasing

Pretax earnings from Cargo Aircraft Management (CAM), ATSG’s aircraft leasing business, were $6.1 million for the third quarter, up 51 percent. Its 41 aircraft under lease at Sept. 30, up from 35 a year ago, excludes one 767-200 freighter it purchased in October for $17.8 million. CAM had three 767 freighters under dry lease arrangements with non-ATSG carriers at Sept. 30 this year, compared with two a year earlier. It expects to lease two more 767s during the fourth quarter under a previously disclosed lease agreement with Amerijet International of Ft. Lauderdale, Fla.

CAM will ultimately be the owner of 14 767s that ATSG intends to convert to full freighter configuration by the end of 2011. Ownership is transferred from ABX Air to CAM upon commencing the modification process. The first of the 14 aircraft has been completed and is in service. Three more were undergoing modification as of Sept. 30. The first of those three is already in revenue service. The second will be in service by the end of this month.

ACMI Services

At Sept. 30, 2009, ACMI Services included 47 in-service cargo aircraft operated by three airlines: ABX Air, CCIA and ATI, up from 44 a year ago. More aircraft in service led to a 12 percent increase in block hours flown during the quarter. But revenues, excluding directly reimbursed fuel expenses, were down 12 percent to $70.3 million. Revenues declined because of the effect of sharply lower fuel prices on customer contracts that include fuel in the service price.

Pre-tax earnings for the ACMI Services segment decreased to a loss of $0.9 million for the third quarter compared with a profit of $0.9 million a year earlier. Lower than expected cargo volumes for a transatlantic scheduled service that ABX Air began in January was the largest contributor to the loss. ABX Air’s other operating results were below expectations. ATI and CCIA improved upon third-quarter results from a year ago.

Other Activities

Revenues from all other activities increased 14 percent to $17.8 million, attributable to more aircraft and facility maintenance services for internal customers than a year ago. The pre-tax earnings from all other activities were $0.1 million in the third quarter, up from a $0.2 million pre-tax loss a year earlier.

A larger portion of unreimbursed overhead expenses, compared with a year ago, are being borne by ATSG as the DHL operations wind down.