þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2008 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or other jurisdiction of incorporation) |
0-25732
(Commission File Number) |
13-4146982
(IRS Employer Identification No.) |
||
2000 Westchester Avenue,
Purchase, New York (Address of principal executive offices) |
10577
(Zip Code) |
Large accelerated filer
þ
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
41
84
94
ITEM 1.
BUSINESS
A Checks
Low-level maintenance checks performed on aircraft at an
interval of approximately 650 to 750 flight hours.
ACMI
A leasing arrangement whereby an airline (lessor) provides an
aircraft, crew, maintenance, and insurance to a customer
(lessee) for compensation that is typically based on hours
operated.
ATM
Available ton miles, which represent the maximum available tons
(capacity) per actual miles flown. It is calculated by
multiplying the available capacity (tonnage) of the aircraft by
the miles flown by the aircraft.
Block Hour
The time interval between when an aircraft departs the terminal
until it arrives at the destination terminal.
C Checks
High-level or heavy airframe maintenance checks,
which are more intensive in scope than A Checks and are
generally performed on 18 month intervals.
D Checks
High-level or heavy airframe maintenance checks,
which are the most extensive in scope and are generally
performed on an interval of nine years or 25,000 flight hours,
whichever occurs sooner for
747-200s
and
six years for
747-400s.
Direct Contribution
Consists of income (loss) before taxes, excluding post-emergence
costs and related professional fees, aircraft retirement costs,
gains on the sale of aircraft and issuance of shares, and
unallocated fixed costs.
Dry Leasing
A leasing arrangement whereby an aircraft financing entity
(lessor) provides an aircraft without crew, maintenance, or
insurance to another airline (lessee) for compensation that is
typically based on a fixed monthly amount.
Load Factor
The average amount of weight flown divided by the maximum
available capacity. It is calculated by dividing RTMs by ATMs.
RATM
Revenue per ATM, which represents the average revenue received
per available ton mile flown. It is calculated by dividing
operating revenues by ATMs.
Revenue Per Block Hour
Calculated by dividing operating revenues by Block Hours.
RTM
Revenue ton mile, which is calculated by multiplying actual tons
carried by miles flown.
Scheduled Service
The provision of scheduled airport-to-airport cargo services to
freight forwarders and other shipping customers, for
compensation that is billed by air way bill based on a rate per
kilo.
Yield
The average amount a customer pays to fly one ton of cargo one
mile. It is calculated by dividing operating revenues by RTMs.
1
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ACMI, whereby we provide outsourced operating solutions
including the provision of crew, maintenance and insurance for
the aircraft, while customers assume fuel, demand and Yield
risk. ACMI contracts typically range from three to six year
periods for
747-400s
and
shorter periods for
747-200s.
Included in ACMI is the provision of outsourced
airport-to-airport wide-body cargo aircraft solutions to Polar
for the benefit of DHL and other customers (Express
Network ACMI). Through
2
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this arrangement, we provide dedicated
747-400
aircraft servicing the requirements of DHLs global express
operations through Polar as well as the requirements of
Polars other customers;
Dry Leasing, whereby we provide aircraft and engine leasing
solutions to third parties for one or more dedicated aircraft.
We provide Dry Leasing services primarily to Global Supply
Systems (GSS), a private company in which we own a
49% interest and account for under the equity method. We have
also provided Dry Leasing services to other third party
customers through both Atlas and our newly formed leasing
subsidiary, Titan.
Military charter services (AMC Charter), whereby we
provide air cargo services for the U.S. Air Mobility
Command (the AMC);
Commercial charters, whereby we provide all-inclusive cargo
aircraft charters to brokers, freight forwarders, direct
shippers and airlines (Commercial Charter). In
addition, we have been providing airport-to-airport air cargo
services to freight forwarders and other shipping customers in
limited markets after the commencement of the block space
agreement (see below).
3
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5
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$
408,755
340,724
295,477
289,392
262,392
1,762,766
$
3,359,506
6
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7
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8
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2008
2007
2006
201,002
237,332
214,808
$
3.37
$
2.24
$
2.12
$
677,544
$
531,755
$
454,675
3,231
3,238
3,275
11
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ITEM 1A.
RISK
FACTORS
13
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15
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making it more difficult to pay principal and interest with
respect to our debt and lease obligations;
requiring us to dedicate a substantial portion of our cash flow
from operations for interest, principal and lease payments and
reducing our ability to use our cash flow to fund working
capital and other general corporate requirements;
increasing our vulnerability to general adverse economic and
industry conditions; and
limiting our flexibility in planning for, or reacting to,
changes in business and in our industry.
pay dividends or repurchase stock;
consolidate or merge with or into other companies or sell
substantially all of our assets; and/or
expand significantly into lines of businesses beyond existing
business activities or those which are cargo-related
and/or
aviation-related and similar businesses.
16
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require, in some cases, procurement with small businesses and
disclosure of all cost and pricing data in connection with
contract negotiations, and may give rise to U.S. government
audit rights;
impose accounting rules that dictate how we define certain
accounts, define allowable costs and otherwise govern our right
to reimbursement under certain cost-based U.S. government
contracts;
establish specific health, safety and doing-business
standards; and
restrict the use and dissemination of information classified for
national security purposes and the exportation of certain
products and technical data.
17
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the formation of new competing teaming arrangements;
the withdrawal of any of our teams current partners,
especially FedEx;
a reduction of the number of aircraft pledged to the CRAF
program by us or other members of our team; or
increased participation of other carriers on other teams in the
CRAF program.
22
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the ability of our board of directors to designate the terms of,
and issue new series of, preferred stock without stockholder
approval;
the ability of our board of directors to make, alter or repeal
our by-laws;
the inability of stockholders to act by written consent or to
call special meetings of stockholders; and
advance notice requirements for stockholder proposals and
director nominations.
23
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ITEM 1B.
UNRESOLVED
STAFF COMMENTS
ITEM 2.
PROPERTIES
Operating
Average
Owned
Leased
Total
Age Years
6
6
27.9
1
1
23.1
8
14
22
9.3
15
14
29
13.6
ITEM 3.
LEGAL
PROCEEDINGS
24
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ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
25
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ITEM 5.
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
High
Low
$
38.09
$
9.05
$
57.74
$
37.94
$
64.92
$
49.46
$
55.00
$
47.13
$
58.59
$
52.02
$
60.83
$
48.94
$
59.82
$
53.69
$
54.29
$
44.00
26
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ITEM 6.
SELECTED
FINANCIAL DATA
27
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Successor
Predecessor
For the Period
For the Period
For the Year
For the Year
For the Year
For the Year
July 28, 2004
January 1, 2004
Ended
Ended
Ended
Ended
Through
Through
December 31,
December 31,
December 31,
December 31,
December 31,
July 27,
2008
2007
2006
2005
2004
2004
$
1,607,482
$
1,575,105
$
1,480,734
$
1,617,897
$
679,294
$
735,367
1,615,954
1,420,330
1,328,434
1,424,597
612,319
758,066
(8,472
)
154,775
152,300
193,300
66,975
(22,699
)
$
63,696
$
132,415
$
59,781
$
73,861
$
22,710
$
28,246
$
2.98
$
6.24
$
2.89
$
3.64
$
1.12
$
0.74
$
2.97
$
6.17
$
2.83
$
3.56
$
1.11
$
0.74
$
1,600,745
$
1,417,190
$
1,119,780
$
1,180,810
$
1,142,196
$
635,628
$
365,619
$
398,885
$
529,742
$
602,985
$
681,739
$
549,225
$
473,844
$
357,905
$
277,962
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
28
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ACMI, whereby we provide outsourced operating solutions
including the provision of crew, maintenance and insurance for
the aircraft, while customers assume fuel, demand and Yield
risk. ACMI contracts typically range from three to six year
periods for
747-400s
and
shorter periods for
747-200s.
Included in ACMI is the provision of Express Network ACMI
whereby, we provide dedicated
747-400
aircraft servicing the requirements of DHLs global express
operations and of other customers through Polar as well as the
requirements of Polars other customers;
Dry Leasing, whereby we provide aircraft and engine leasing
solutions to third parties for one or more dedicated aircraft
for one to five year periods. We provide Dry Leasing services
primarily to GSS, a private company in which we own a 49%
interest and account for under the equity method. We also
provide Dry Leasing services to third party customers through
both Atlas and our newly formed leasing subsidiary, Titan.
AMC Charter services, whereby we provide air cargo services for
the AMC;
Commercial Charter, whereby we provide all-inclusive cargo
aircraft charters to brokers, freight forwarders, direct
shippers and airlines. In addition, following commencement of
the Amended BSA, the Commercial Charter business segment
provides
airport-to-airport
air cargo services to freight forwarders and other shipping
customers in limited markets.
29
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30
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31
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New processes to improve the fuel efficiency of our aircraft
operations;
Outsourcing our maintenance and back-office support functions to
reduce costs;
Improving our processes for managing aircraft maintenance, with
the goal of reducing turn-times and eliminating costs;
Application of new technology and processes to optimize our crew
scheduling to maximize crew efficiency;
Consolidating and eliminating facility and space
requirements; and
Increasing the efficiency of our procurement capabilities to
drive lower costs for purchased goods and services, including
crew travel and outsourced ground and maintenance services.
32
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33
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Increase/
Percent
2008
2007
(Decrease)
Change
59,161
60,230
(1,069
)
(1.8
)%
36,731
42,798
(6,067
)
(14.2
)%
18,022
22,292
(4,270
)
(19.2
)%
6,713
7,442
(729
)
(9.8
)%
740
728
12
1.6
%
121,367
133,490
(12,123
)
(9.1
)%
$
6,055
$
5,992
$
63
1.1
%
23,627
17,449
6,178
35.4
%
18,967
15,741
3,226
20.5
%
1,372,027
1,607,309
(235,282
)
(14.6
)%
2,177,683
2,491,306
(313,623
)
(12.6
)%
63.0
%
64.5
%
(1.5
) pts
$
0.296
$
0.264
$
0.032
12.1
%
$
0.470
$
0.409
$
0.061
14.9
%
$
3.35
$
2.24
$
1.11
49.6
%
142,381
165,157
(22,776
)
(13.8
)%
$
3.41
$
2.24
$
1.17
52.2
%
58,621
72,175
(13,554
)
(18.8
)%
30.9
32.0
(1.1
)
(3.4
)%
0.8
0.2
0.6
300.0
%
4.1
5.0
(0.9
)
(18.0
)%
*
Dry leased and out-of-service (including held for sale) aircraft
are not included in the operating fleet average aircraft count.
34
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Increase
Percent
2008
2007
(Decrease)
Change
$
358,234
$
360,909
$
(2,675
)
(0.7
)%
645,283
657,576
(12,293
)
(1.9
)%
425,814
388,966
36,848
9.5
%
127,325
117,142
10,183
8.7
%
48,770
50,512
(1,742
)
(3.4
)%
2,056
2,056
$
1,607,482
$
1,575,105
$
32,377
2.1
%
35
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2008
2007
As Adjusted
Special
Increase
Percent
Actual
Items
Non-GAAP
Actual
(Decrease)
Change
$
677,544
$
$
677,544
$
531,755
$
145,789
27.4
%
221,765
221,765
249,517
(27,752
)
(11.1
)%
171,396
8,186
163,210
149,306
13,904
9.3
%
157,063
157,063
155,575
1,488
1.0
%
61,927
61,927
78,038
(16,111
)
(20.6
)%
65,033
65,033
76,208
(11,175
)
(14.7
)%
38,946
38,946
40,012
(1,066
)
(2.7
)%
(2,726
)
(2,726
)
(3,475
)
(749
)
(21.6
)%
45,842
45,842
50,814
(4,972
)
(9.8
)%
(3,675
)
(3,675
)
(3,675
)
91,167
91,167
91,672
91,672
92,580
(908
)
(1.0
)%
$
1,615,954
$
99,353
$
1,516,601
$
1,420,330
$
96,271
6.8
%
36
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37
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Increase/
Percent
2008
2007
(Decrease)
Change
$
(12,778
)
$
(17,775
)
$
4,997
28.1
%
49,986
44,732
5,254
11.7
%
(11,282
)
(4,489
)
(6,793
)
(151.3
)%
(153,579
)
(153,579
)
5,285
(428
)
5,713
38
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Increase/
Percent
2008
2007
(Decrease)
Change
$
81,317
$
84,795
$
(3,478
)
(4.1
)%
(43,160
)
36,969
(80,129
)
(216.7
)%
108,313
99,464
8,849
8.9
%
10,332
10,009
323
3.2
%
14,167
16,069
(1,902
)
(11.8
)%
$
170,969
$
247,306
$
(76,337
)
(30.9
)%
$
114,025
$
118,046
$
(4,021
)
(3.4
)%
39
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Increase/
Percent
2007
2006
(Decrease)
Change
60,230
67,666
(7,436
)
(11.0
)%
42,798
39,446
3,352
8.5
%
22,292
19,954
2,338
11.7
%
7,442
5,450
1,992
36.6
%
728
745
(17
)
(2.3
)%
133,490
133,261
229
0.2
%
$
5,992
$
6,016
$
(24
)
(0.4
)%
17,449
16,597
852
5.1
%
15,741
15,194
547
3.6
%
1,607,309
1,475,353
131,956
8.9
%
2,491,306
2,322,024
169,282
7.3
%
64.5
%
63.5
%
1.0
bps
$
0.264
$
0.263
$
0.001
0.4
%
$
0.409
$
0.414
$
(0.005
)
(1.2
)%
40
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Increase/
Percent
2007
2006
(Decrease)
Change
$
2.24
$
2.07
$
0.17
8.2
%
165,157
149,674
15,483
10.3
%
$
2.24
$
2.21
$
0.03
1.4
%
72,175
65,134
7,041
10.8
%
32.0
35.1
(3.1
)
(8.8
)%
0.2
2.0
(1.8
)
(90.0
)%
5.0
3.4
1.6
47.1
%
*
Dry leased and out-of-service (including held for sale) aircraft
are not included in the operating fleet average aircraft count.
Increase
Percent
2007
2006
(Decrease)
Change
$
360,909
$
407,046
$
(46,137
)
(11.3
)%
657,576
610,783
46,793
7.7
%
388,966
331,177
57,789
17.4
%
117,142
82,808
34,334
41.5
%
50,512
48,920
1,592
3.3
%
$
1,575,105
$
1,480,734
$
94,371
6.4
%
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Increase
Percent
2007
2006
(Decrease)
Change
$
531,755
$
454,675
$
77,080
17.0
%
249,517
243,724
5,793
2.4
%
149,306
144,132
5,174
3.6
%
155,575
153,259
2,316
1.5
%
78,038
75,088
2,950
3.9
%
76,208
68,174
8,034
11.8
%
40,012
42,341
(2,329
)
(5.5
)%
(3,475
)
(10,038
)
(6,563
)
(65.4
)%
50,814
49,910
904
1.8
%
92,580
107,169
(14,589
)
(13.6
)%
$
1,420,330
$
1,328,434
$
91,896
6.9
%
42
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43
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Increase/
Percent
2007
2006
(Decrease)
Change
$
(17,775
)
$
(12,780
)
$
4,995
39.1
%
44,732
60,298
(15,566
)
(25.8
)%
(4,489
)
(726
)
3,763
518.3
%
12,518
(12,518
)
(100.0
)%
(428
)
(811
)
(383
)
(47.2
)%
44
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Increase/
Percent
2007
2006
(Decrease)
Change
$
84,795
$
101,822
$
(17,027
)
(16.7
)%
36,969
43,339
(6,370
)
(14.7
)%
99,464
69,723
29,741
42.7
%
10,009
8,090
1,919
23.7
%
16,069
14,068
2,001
14.2
%
$
247,306
$
237,042
$
10,264
4.3
%
$
118,046
$
140,761
$
(22,715
)
(16.1
)%
45
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46
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2010 -
2012 -
Total
2009
2011
2013
Thereafter
$
740.0
$
42.6
$
311.2
$
132.3
$
253.9
235.2
44.0
71.2
50.7
69.3
2,035.7
143.4
282.5
282.5
1,327.3
14.8
5.4
8.1
1.3
1,837.6
48.0
1,663.8
125.8
$
4,863.3
$
283.4
$
2,336.8
$
592.6
$
1,650.5
47
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(1)
Debt reflects gross amounts (see Note 7 to our Financial
Statements for a discussion of the related unamortized discount).
(2)
Amount represents interest on fixed rate and floating debt at
December 31, 2008.
(3)
Includes estimated contractual escalations and required option
payments net of purchase credits in respect to the aircraft
purchase commitments.
48
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49
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50
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51
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ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
52
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54
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55
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As of December 31,
2008
2007
(In thousands, except share data)
$
397,385
$
477,309
13,138
67,160
134,014
47,558
72,250
29,308
35,053
20,015
24,693
574,564
743,319
696,876
583,468
22,411
23,040
(107,246
)
(86,662
)
338,356
75,026
950,397
594,872
38,745
41,038
37,039
37,961
$
1,600,745
$
1,417,190
$
16,263
$
29,600
101,519
163,831
151,742
36,243
28,444
154,025
373,617
635,628
365,619
62,321
21,570
67,032
93,682
764,981
480,871
13,477
219
218
355,185
341,537
(77,065
)
(26,009
)
(6,599
)
(736
)
1,750
353,080
289,384
681,739
549,225
$
1,600,745
$
1,417,190
56
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For the Years Ended December 31,
2008
2007
2006
(In thousands, except per share data)
$
358,234
$
360,909
$
407,046
645,283
657,576
610,783
425,814
388,966
331,177
127,325
117,142
82,808
48,770
50,512
48,920
2,056
1,607,482
1,575,105
1,480,734
677,544
531,755
454,675
221,765
249,517
243,724
171,396
149,306
144,132
157,063
155,575
153,259
61,927
78,038
75,088
65,033
76,208
68,174
38,946
40,012
42,341
(2,726
)
(3,475
)
(10,038
)
45,842
50,814
49,910
(3,675
)
91,167
91,672
92,580
107,169
1,615,954
1,420,330
1,328,434
(8,472
)
154,775
152,300
(12,778
)
(17,775
)
(12,780
)
49,986
44,732
60,298
(11,282
)
(4,489
)
(726
)
12,518
(153,579
)
5,285
(428
)
(811
)
(122,368
)
22,040
58,499
113,896
132,735
93,801
50,200
320
34,020
$
63,696
$
132,415
$
59,781
$
2.98
$
6.24
$
2.89
$
2.97
$
6.17
$
2.83
21,361
21,221
20,672
21,431
21,453
21,100
57
Table of Contents
For the Years Ended December 31,
2008
2007
2006
(In thousands)
$
63,696
$
132,415
$
59,781
38,946
40,012
42,341
7,266
7,461
11,359
85,144
12,518
1,838
1,836
1,840
238
1,115
(91
)
1,547
(2,726
)
(3,475
)
(10,038
)
(153,579
)
50,390
(874
)
26,735
122
1,011
7,952
7,084
7,156
(3,675
)
185
6,027
(15,196
)
5,662
(691
)
10,319
(5,958
)
(14,016
)
10,807
(9,534
)
(12,194
)
22,229
20,781
14,921
125,318
196,710
146,659
(227,931
)
(27,485
)
(28,228
)
(257,287
)
(35,587
)
(41,661
)
(14,685
)
8,550
27,264
5,900
(52,060
)
1,077
(546,063
)
(54,522
)
(41,548
)
316,658
78,902
97,917
30,000
3,428
6,677
7,856
(19,410
)
(2,075
)
(2,267
)
1,269
3,584
4,466
(1,660
)
(750
)
(250
)
(38,366
)
(32,039
)
(188,999
)
340,821
103,314
(179,194
)
(79,924
)
245,502
(74,083
)
477,309
231,807
305,890
$
397,385
$
477,309
$
231,807
58
Table of Contents
Common
Accumulated
Additional
Stock
Deferred
Other
Common
Treasury
Paid-In
to be issued
Compen-
Comprehensive
Subscription
Retained
Stock
Stock
Capital
to Creditors
sation
Income/(Loss)
Receivable
Earnings
Total
(In thousands, except share amounts)
$
199
$
(2,257
)
$
256,046
$
13,389
$
(6,043
)
$
(61
)
$
$
96,571
$
357,844
59,781
59,781
1,030
1,030
350
350
61,161
(6,043
)
6,043
(2,267
)
(2,267
)
4
5,585
(5,589
)
4
7,852
7,856
7,156
7,156
1
(1
)
(1
)
1
4,466
4,466
37,628
37,628
$
207
$
(4,524
)
$
312,690
$
7,800
$
$
1,319
$
$
156,352
$
473,844
132,415
132,415
431
431
132,846
(2,075
)
(2,075
)
617
617
6
7,794
(7,800
)
3
6,674
6,677
7,084
7,084
2
(2
)
(77,065
)
(77,065
)
3,584
3,584
3,713
3,713
$
218
$
(6,599
)
$
341,537
$
$
$
1,750
$
(77,065
)
$
289,384
$
549,225
63,696
63,696
(2,486
)
(2,486
)
61,210
(19,410
)
(19,410
)
1
3,427
3,428
7,952
7,952
1
1
(1
)
(1
)
77,065
77,065
1,269
1,269
1,000
1,000
$
219
$
(26,009
)
$
355,185
$
$
$
(736
)
$
$
353,080
$
681,739
59
Table of Contents
1.
Basis of
Presentation
2.
Summary
of Significant Accounting Policies
60
Table of Contents
61
Table of Contents
62
Table of Contents
63
Table of Contents
64
Table of Contents
65
Table of Contents
66
Table of Contents
3.
DHL
Investment
67
Table of Contents
68
Table of Contents
$
176.9
(13.5
)
(9.8
)
$
153.6
4.
Special
Charge
69
Table of Contents
$
69,124
2,030
14,544
4,663
806
$
91,167
5.
Property
and Equipment, net
70
Table of Contents
6.
Lease
Contracts, net
2008
2007
$
45,048
$
44,132
(8,009
)
(6,171
)
$
37,039
$
37,961
$
2,337
2,337
2,337
2,337
2,337
25,354
$
37,039
7.
Debt and
Capital Leases
2008
2007
$
63,961
$
66,313
114,639
121,211
171,085
181,079
96,875
216,657
8,654
9,949
15,511
671,871
394,063
(36,243
)
(28,444
)
$
635,628
$
365,619
71
Table of Contents
72
Table of Contents
73
Table of Contents
74
Table of Contents
$
42,597
262,314
48,921
52,400
79,932
253,918
740,082
(68,211
)
$
671,871
8.
Leases
and Aircraft Purchase Commitments
2008
2007
2006
$
157,063
$
155,575
$
153,259
$
11,762
$
11,394
$
13,403
Dry Lease
Income
$
(88,560
)
(63,360
)
(63,360
)
(63,360
)
(63,360
)
(311,520
)
$
(653,520
)
75
Table of Contents
Aircraft
Aircraft
Other
Purchase
Operating
Operating
Commitments
Leases
Leases
Total
$
47,990
$
143,399
$
5,447
$
196,836
923,906
141,269
4,697
1,069,872
739,886
141,269
3,327
884,482
125,770
141,269
1,316
268,355
141,269
141,269
1,327,275
1,327,275
$
1,837,552
$
2,035,750
$
14,787
$
3,888,089
76
Table of Contents
9.
Related
Party Transactions
10.
Income
Taxes
For the Years Ended December 31,
2008
2007
2006
$
(190
)
$
1,194
$
5,617
1,501
167
(190
)
1,194
7,285
45,990
(1,094
)
25,332
4,058
(96
)
1,403
342
316
50,390
(874
)
26,735
$
50,200
$
320
$
34,020
77
Table of Contents
For the Years Ended December 31,
2008
2007
2006
35.0
%
35.0
%
35.0
%
2.0
%
2.0
%
2.0
%
0.0
%
(16.1
)%
0.0
%
0.1
%
(21.6
)%
0.0
%
0.9
%
0.9
%
1.0
%
0.0
%
(0.2
)%
(2.0
)%
6.7
%
2.2
%
0.0
%
(0.6
)%
(2.0
)%
0.3
%
44.1
%
0.2
%
36.3
%
Assets (Liabilities)
2008
2007
Current
Noncurrent
Current
Noncurrent
$
32,776
$
87,362
$
1,299
$
125,433
38,134
4,051
(3,812
)
(3,859
)
4,133
10,277
(115,005
)
(122,769
)
9,745
10,618
(3,830
)
(1,306
)
4,794
2,788
(2,692
)
(2,706
)
1,613
(2,498
)
(45
)
3,036
(13,265
)
(36,385
)
(10,753
)
(36,664
)
$
29,308
$
(62,631
)
$
35,053
$
(21,570
)
78
Table of Contents
2008
2007
$
198.0
$
143.8
3.3
26.6
55.9
(28.3
)
$
201.3
$
198.0
11.
Financial
Instruments and Related Risk Management
Level 2
Unadjusted quoted prices in active markets for similar assets or
liabilities, or
79
Table of Contents
Short-term
Investments
$
101,123
(1,547
)
(86,438
)
$
13,138
80
Table of Contents
12.
Segment
Reporting
81
Table of Contents
82
Table of Contents
For the Years Ended December 31,
2008
Express
Revenue per
Network
2007
2006
Financial
ACMI
Segment
Segment
Segment
Statements
Revenue
Revenue
Revenue
Revenue
$
358,234
$
36,269
$
394,503
$
360,909
$
407,046
645,283
(36,269
)
609,014
657,576
610,783
425,814
425,814
388,966
331,177
127,325
127,325
117,142
82,808
48,770
48,770
50,512
48,920
2,056
2,056
$
1,607,482
$
$
1,607,482
$
1,575,105
$
1,480,734
81,317
84,795
101,822
(43,160
)
36,969
43,339
108,313
99,464
69,723
10,332
10,009
8,090
14,167
16,069
14,068
170,969
247,306
237,042
(114,025
)
(118,046
)
(140,761
)
2,726
3,475
10,038
(12,518
)
(8,186
)
(91,167
)
153,579
113,896
132,735
93,801
(12,778
)
(17,775
)
(12,780
)
49,986
44,732
60,298
(11,282
)
(4,489
)
(726
)
(153,579
)
12,518
5,285
(428
)
(811
)
$
(8,472
)
$
154,775
$
152,300
83
Table of Contents
For the Years Ended December 31,
2008
2007
2006
$
297,485
$
358,392
$
352,384
188,077
115,497
84,350
57,146
85,616
69,659
25,939
32,140
58,839
40,367
65,931
45,551
$
609,014
$
657,576
$
610,783
$
13,602
$
12,323
$
15,071
6,813
8,875
9,135
8,451
8,288
8,675
2,437
2,315
1,931
4,463
4,985
3,468
3,180
3,226
4,061
$
38,946
$
40,012
$
42,341
13.
Labor and
Legal Proceedings
Table of Contents
85
Table of Contents
86
Table of Contents
87
Table of Contents
14.
Stock-Based
Compensation Plans
88
Table of Contents
2007
2006
30.2
%
26.1-37.4
%
30.2
%
31.9
%
4.53-4.83
%
4.54-5.17
%
3.25
0.75-4.25
None
None
5.0
%
5.0
%
89
Table of Contents
Weighted-Average
Remaining
Aggregate Intrinsic
Number of
Weighted-Average
Contractual Term
Value
Options
Exercise Price
(In Years)
(In Thousands)
542,408
$
34.15
(135,285
)
25.22
(16,499
)
35.59
390,624
$
37.18
5.4
$
207
131,179
$
51.22
6.5
$
254,068
$
29.63
4.7
$
207
90
Table of Contents
Weighted-Average
Grant-Date
Restricted Share Awards
Number of Shares
Fair Value
114,998
$
50.27
180,631
46.37
(33,005
)
46.67
(9,300
)
42.04
253,324
$
48.26
Weighted-Average
Grant-Date
Performance Share Awards
Number of Shares
Fair Value
135,276
$
53.15
102,300
48.45
(10,075
)
50.82
227,501
$
51.14
91
Table of Contents
15.
Profit
Sharing, Incentive and Retirement Plans
16.
Treasury
Stock
92
Table of Contents
17.
Earnings
Per Share
For the Years Ended December 31,
2008
2007
2006
$
63,696
$
132,415
$
59,781
21,361
21,221
20,672
70
232
428
21,431
21,453
21,100
$
2.98
$
6.24
$
2.89
$
2.97
$
6.17
$
2.83
18.
Selected
Quarterly Financial Information (unaudited)
First
Second
Third
Fourth
2008*
Quarter
Quarter
Quarter
Quarter
$
373,021
$
438,780
$
460,658
$
335,023
(2,600
)
13,552
20,245
(39,669
)
$
(5,331
)
$
1,530
$
5,241
$
62,256
$
(0.25
)
$
0.07
$
0.24
$
2.97
$
(0.25
)
$
0.07
$
0.24
$
2.97
93
Table of Contents
First
Second
Third
Fourth
2007**
Quarter
Quarter
Quarter
Quarter
$
355,335
$
372,627
$
398,728
$
448,415
17,490
31,236
35,360
70,689
$
6,197
$
43,185
$
32,352
$
50,681
$
0.29
$
2.04
$
1.52
$
2.37
$
0.29
$
2.01
$
1.51
$
2.35
*
Included in the second quarter of 2008 is a gain of
$2.7 million related to an insurance settlement on aircraft
tail number N527MC (see Note 5). Included in the fourth
quarter of 2008 is a Gain on the issuance of subsidiary stock of
$153.6 million and a Special charge of $91.2 million
related to the impairment of the
747-200
fleet.
**
Included in the second and fourth quarters of 2007 are gains of
$1.0 million and $2.5 million, respectively, related
to the sale of an engine and aircraft tail number N536MC (see
Note 5).
Table of Contents
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS
AND PROCEDURES
ITEM 9B.
OTHER
INFORMATION
95
Table of Contents
Discretionary Bonus
$
208,000
112,200
70,000
70,000
66,000
Target Amount
$
1,286,575
558,325
296,155
296,155
296,155
ITEM 10.
DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11.
EXECUTIVE
COMPENSATION
96
Table of Contents
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
ITEM 15.
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULE
(a) 1.
Financial Statements:
2.
Financial Statement Schedule:
3.
Exhibits: (see accompanying Exhibit Index included after
the signature page of this Report for a list of exhibits filed
or furnished with or incorporated by reference in this Report).
97
Table of Contents
By:
Chairman of the Board
President, Chief Executive Officer and Director (Principal
Executive Officer)
Senior Vice President and Chief Financial Officer (Principal
Financial Officer)
Vice President and Controller
(Principal Accounting Officer)
Director
Director
Director
Director
98
Table of Contents
Director
Director
/s/ William J. Flynn
as Attorney-in-fact for each of the persons indicated
99
Table of Contents
Additions
Balance at
Charged to
Charged to
Balance at
Beginning
Costs and
Other
End of
Description
of Period
Expenses
Accounts
Deductions
Period
(In thousands)
$
3,481
$
238
$
648
$
(2,092
)(a)
$
2,275
$
3,481
$
238
$
648
$
(2,092
)(a)
$
2,275
$
1,811
$
1,115
$
(218
)
$
773
(a)
$
3,481
$
1,811
$
1,115
$
(218
)
$
773
(a)
$
3,481
$
4,898
$
(91
)
$
(329
)
$
(2,667
)(a)
$
1,811
$
4,898
$
(91
)
$
(329
)
$
(2,667
)(a)
$
1,811
(a)
Uncollectible accounts net of recoveries
Table of Contents
Exhibit
2
.1(6)
Findings of Fact, Conclusions of Law, and Order Under
11 U.S.C. §§ 1129(a) and(b) and Fed. R.Bankr. P.
3020 Confirming the Final Modified Second Amended Joint Plan of
Reorganization of Atlas Air Worldwide Holdings, Inc. and Its
Affiliated Debtors and
Debtors-in-Possession.
2
.2(6)
Second Amended Disclosure Statement Under 11 U.S.C. 1125 In
Support of the Debtors Second Amended Joint
Chapter 11 Plan.
3
.1(5)
Certificate of Incorporation of the Company.
3
.2(15)
Amended and Restated By-Laws of Atlas Air Worldwide Holdings,
Inc. as of June 27, 2006.
4
.1.1(1)
Form of 8.707% Atlas Air Pass Through Certificates,
Series 2000-1A
(included in Exhibit 4.21).
4
.1.2(1)
Form of 9.057% Atlas Air Pass Through Certificates,
Series 2000-1B
(included in Exhibit 4.22).
4
.1.3(1)
Form of 9.702% Atlas Air Pass Through Certificates,
Series 2000-1C
(included in Exhibit 4.23).
4
.1.4(3)
7.20% Atlas Air Pass Through Certificate
1999-1A-1,
Certificate
No. A-1-1.
4
.1.5(3)
7.20% Atlas Air Pass Through Certificate
1999-1A-1,
Certificate
No. A-1-2.
4
.1.6(3)
6.88% Atlas Air Pass Through Certificate
1999-1A-2,
Certificate
No. A-2-1.
4
.1.7(3)
7.63% Atlas Air Pass Through Certificate
1999-1B-1,
Certificate
No. B-1.
4
.1.8(3)
8.77% Atlas Air Pass Through Certificate
1999-1C-1,
Certificate
No. C-1.
4
.1.9(2)
Pass Through Trust Agreement, dated as of February 9,
1998, between Atlas Air, Inc. and Wilmington Trust Company,
as Trustee, relating to the Atlas Air Pass Through
Trust 1998-1A-0.
4
.1.10(2)
Pass Through Trust Agreement, dated as of February 9,
1998, between Atlas Air, Inc. and Wilmington Trust Company,
as Trustee, relating to the Atlas Air Pass Through
Trust 1998-1A-S.
4
.1.11(2)
Pass Through Trust Agreement, dated as of February 9,
1998, between Atlas Air, Inc. and Wilmington Trust Company,
as Trustee, relating to the Atlas Air Pass Through
Trust 1998-1B-0.
4
.1.12(2)
Pass Through Trust Agreement, dated as of February 9,
1998, between Atlas Air, Inc. and Wilmington Trust Company,
as Trustee, relating to the Atlas Air Pass Through
Trust 1998-1B-S.
4
.1.13(2)
Pass Through Trust Agreement, dated as of February 9,
1998, between Atlas Air, Inc. and Wilmington Trust Company,
as Trustee, relating to the Atlas Air Pass Through
Trust 1998-1C-0.
4
.1.14(2)
Pass Through Trust Agreement, dated as of February 9,
1998, between Atlas Air, Inc. and Wilmington Trust Company,
as Trustee, relating to the Atlas Air Pass Through
Trust 1998-1C-S.
4
.1.15(3)
Pass Through Trust Agreement, dated as of April 13,
1999, between Wilmington Trust Company, as Trustee, and
Atlas Air, Inc..
4
.1.16(3)
Trust Supplement
No. 1999-1A-1,
dated April 13, 1999, between Wilmington
Trust Company, as Trustee, and Atlas Air, Inc. to Pass
Through Trust Agreement, dated as of April 1, 1999.
4
.1.17(3)
Trust Supplement
No. 1999-1A-2,
dated April 13, 1999, between Wilmington
Trust Company, as Trustee, and Atlas Air, Inc. to Pass
Through Trust Agreement, dated as of April 1, 1999.
4
.1.18(3)
Trust Supplement
No. 1999-1B,
dated April 13, 1999, between Wilmington
Trust Company, as Trustee, and Atlas Air, Inc. to Pass
Through Trust Agreement, dated as of April 1, 1999.
4
.1.19(3)
Trust Supplement
No. 1999-1C,
dated April 13, 1999, between Wilmington
Trust Company, as Trustee, and Atlas Air, Inc. to Pass
Through Trust Agreement, dated as of April 1, 1999.
4
.1.20(1)
Pass Through Trust Agreement, dated as of January 28,
2000, between Wilmington Trust Company, as Trustee and
Atlas Air, Inc..
4
.1.21(1)
Trust Supplement
No. 2000-1A,
dated January 28, 2000, between Wilmington
Trust Company, as Trustee, and Atlas Air, Inc. to Pass
Through Trust Agreement, dated as of January 28, 2000.
4
.1.22(1)
Trust Supplement
No. 2000-1B,
dated January 28, 2000, between Wilmington
Trust Company, as Trustee, and Atlas Air, Inc. to Pass
Through Trust Agreement, dated as of January 28, 2000.
4
.1.23(1)
Trust Supplement
No. 2000-1C,
dated January 28, 2000, between Wilmington
Trust Company, as Trustee, and Atlas Air, Inc. to Pass
Through Trust Agreement, dated as of January 28, 2000
4
.1.24(2)
Note Purchase Agreement, dated as of February 9, 1998,
among the Company, Wilmington Trust Company and First
Security Bank, National Association (Note Purchase
Agreement 1998)
Table of Contents
Exhibit
4
.1.25(1)
Form of Leased Aircraft Participation Agreement (Participation
Agreement among Atlas Air, Inc., Lessee, First Security Bank,
National Association, Owner Trustee, and Wilmington
Trust Company, Mortgagee and Loan Participant)
(Exhibit A-1
to Note Purchase Agreement 1998).
4
.1.26(1)
Form of Owned Aircraft Participation Agreement (Participation
Agreement between Atlas Air, Inc., Owner, and Wilmington
Trust Company, as Mortgagee, Subordination Agent and
Trustee)
(Exhibit C-1
to Note Purchase Agreement 1998).
4
.1.27(1)
Form of Lease (Lease Agreement between First Security Bank,
National Association, Lessor, and Atlas Air, Inc., Lessee)
(Exhibit A-2
to Note Purchase Agreement 1998).
4
.1.28(3)
Note Purchase Agreement, dated as of April 13, 1999, among
Atlas Air, Inc., Wilmington Trust Company, as Trustee,
Wilmington Trust Company, as Subordination Agent, First
Security Bank, National Association, as Escrow Agent, and
Wilmington Trust Company, as Paying Agent (Note
Purchase Agreement 1999).
4
.1.29(3)
Form of Leased Aircraft Participation Agreement (Participation
Agreement among Atlas Air, Inc., Lessee, First Security Bank,
National Association, Owner Trustee, and Wilmington
Trust Company, Mortgagee and Loan Participant)
(Exhibit A-1
to Note Purchase Agreement 1999).
4
.1.30(3)
Form of Lease (Lease Agreement between First Security Bank,
National Association, Lessor, and Atlas Air, Inc., Lessee)
(Exhibit A-2
to Note Purchase Agreement 1999).
4
.1.31(3)
Form of Owned Aircraft Participation Agreement (Participation
Agreement between Atlas Air, Inc., Owner, and Wilmington
Trust Company, as Mortgagee, Subordination Agent and
Trustee)
(Exhibit C-1
to Note Purchase Agreement 1999).
4
.1.32(1)
Note Purchase Agreement, dated as of January 28, 2000,
among Atlas Air, Inc., Wilmington Trust Company, as
Trustee, Wilmington Trust Company, as Subordination Agent,
First Security Bank, National Association, as Escrow Agent, and
Wilmington Trust Company, as Paying Agent (Note
Purchase Agreement 2000).
4
.1.33(1)
Form of Leased Aircraft Indenture (Trust Indenture and
Mortgage between First Security Bank, National Association,
Owner Trustee, and Wilmington Trust Company, Mortgagee)
(Exhibit A-3
to Note Purchase Agreement 2000).
4
.1.34(1)
Form of Leased Aircraft Trust Agreement
(Exhibit A-5
to Note Purchase Agreement 2000).
4
.1.35(1)
Form of Owned Aircraft Indenture (Trust Indenture and
Mortgage between Atlas Air, Inc., Owner, and Wilmington
Trust Company, as Mortgagee)
(Exhibit C-2
to Note Purchase Agreement 2000).
4
.1.36(3)
Form of Leased Aircraft Indenture (Trust Indenture and
Mortgage between First Security Bank, National Association,
Owner Trustee, and Wilmington Trust Company, Mortgagee)
(Exhibit A-3
to Note Purchase Agreement 2000).
4
.1.37(3)
Form of Leased Aircraft Trust Agreement
(Exhibit A-5
to Note Purchase Agreement 2000).
4
.1.38(3)
Form of Owned Aircraft Indenture (Trust Indenture and
Mortgage between Atlas Air, Inc., Owner, and Wilmington
Trust Company, as Mortgagee)
(Exhibit C-2
to Note Purchase Agreement 2000).
4
.1.39(13)
Leased Aircraft Restructure Agreement with regard to Aircraft
N491MC, dated July 27, 2004, by and among Atlas Air, Inc.,
Wells Fargo Bank Northwest, National Association as Owner
Trustee, Wilmington Trust Company as Mortgagee,
Class A Trustee and Subordination Agent, and DAF
Investments, Ltd. as Owner Participant, together with schedule
of substantially identical documents omitted from filing
pursuant to
Rule 12b-31
promulgated under the Exchange Act.
4
.1.40(12)
1998 Class A Pass Through Trust Supplement, dated
July 27, 2004, between the Company and Wilmington
Trust Company as Class A Trustee.
4
.1.41(12)
Amendment to 1999
Class A-1
Pass Through Trust Supplement, dated July 27, 2004,
between the Company and Wilmington Trust Company as
Class A-1
Trustee
4
.1.42(12)
Amendment to 2000 Class A Pass Through
Trust Supplement between the Company and Wilmington
Trust Company as Class A Trustee dated July 27,
2004.
4
.1.43(13)
Trust Indenture and Mortgage Supplement No. 3, dated
July 27, 2004, by and between Wells Fargo Bank Northwest,
National Association (f/k/a First Security Bank, National
Association), Owner Trustee, and Wilmington
Trust Company, Mortgagee, pertaining to Aircraft N491MC,
together with schedule of substantially identical documents
omitted from filing pursuant to
Rule 12b-31
promulgated under the Exchange Act.
Table of Contents
Exhibit
10
.1(4)
Agreement of Lease, dated November 9, 1999, between Texaco,
Inc., Landlord, and the Company, Tenant, 2000 Westchester
Avenue, White Plains, New York 10650.
10
.2(13)
Lease Agreement, dated July 29, 1998, between First
Security Bank, National Association and Atlas Air, Inc. with
respect to Aircraft N491MC, together with schedule of
substantially identical documents omitted from filing pursuant
to
Rule 12b-31
promulgated under the Exchange Act.
10
.2.1(13)
Amendment No. 1 to Lease Agreement dated as of
July 27, 2004 between Wells Fargo Bank Northwest, National
Association (f/k/a First Security Bank, National Association),
as Lessor and Atlas Air, Inc., as Lessee with respect to
Aircraft N491MC, together with schedule of substantially
identical documents omitted from filing pursuant to
Rule 12b-31
promulgated under the Exchange Act.
10
.3(13)
Fifth Amended and Restated Credit Agreement dated as of
July 27, 2004 among Atlas Air, Inc. as Borrower, certain
Lenders and Deutsche Bank Trust Company Americas as
Administrative Agent (Aircraft Credit Facility).
10
.3.1(14)
Third Amendment to the Fifth Amended and Restated Credit
Agreement dated as of November 17, 2005 relating to the
Aircraft Credit Facility.
10
.4(15)
Employment Agreement, dated April 21, 2006, between Atlas
Air, Inc. and William J. Flynn.
10
.4.1
Amendment, dated as of December 31, 2008, to the Employment
Agreement between Atlas Air, Inc. and William J. Flynn, which is
filed herewith as Exhibit 10.4.1.
10
.5(13)
Lease, dated July 16, 2002, between Tuolumne River Aircraft
Finance, Inc. as Lessor and Atlas Air, Inc., as Lessee with
respect to Aircraft N416MC, together with schedule of
substantially identical documents omitted from filing pursuant
to
Rule 12b-31
promulgated under the Exchange Act.
10
.5.1(13)
Amendment Agreement, dated August 1, 2003, between Tuolumne
River Aircraft Finance, Inc., as Lessor and Atlas Air, Inc. as
Lessee in respect of Lease dated July 16, 2002 with respect
to Aircraft N416MC, together with schedule of substantially
identical documents omitted from filing pursuant to
Rule 12b-31
promulgated under the Exchange Act.
10
.6(13)
Amendment Agreement, dated August 1, 2003, between General
Electric Capital Corporation, as Sublessor and Polar Air Cargo,
Inc. as Sublessee in respect of Sublease, dated October 24,
2001, with respect to Aircraft N450PA, together with schedule of
substantially identical documents omitted from filing pursuant
to
Rule 12b-31
promulgated under the Exchange Act.
10
.6.1(12)
Second Amendment Agreement, dated January 31, 2005, between
General Electric Capital Corporation, as Sublessor and Polar Air
Cargo, Inc. as Sublessee in respect of Sublease, dated
October 24, 2001, with respect to Aircraft N450PA, together
with schedule of substantially identical documents omitted from
filing pursuant to
Rule 12b-31
promulgated under the Exchange Act.
10
.6.2(13)
Sublease, dated October 24, 2001, between General Electric
Capital Corporation, as Sublessor and Polar Air Cargo, Inc. as
Sublessee with respect to Aircraft N450PA, together with
schedule of substantially identical documents omitted from
filing pursuant to
Rule 12b-31
promulgated under the Exchange Act
10
.7(13)
Lease Agreement, dated July 24, 2002, between Charles River
Aircraft Finance, Inc. as Lessor and Polar Air Cargo, Inc. as
Lessee with respect to Aircraft N454PA
10
.7.1(13)
Amendment Agreement, dated August 1, 2003, between Charles
River Aircraft Finance, Inc. as Lessor and Polar Air Cargo, Inc.
as Lessee in respect of Lease Agreement dated July 24, 2002
with respect to Aircraft N454PA.
10
.7.2(13)
Second Amendment Agreement, dated January 31, 2005, between
Charles River Aircraft Finance, Inc. as Lessor and Polar Air
Cargo, Inc. as Lessee in respect of Lease Agreement, dated
July 24, 2002, with respect to Aircraft N454PA.
10
.8(16)
Purchase Agreement No. 3134, dated as of September 8,
2006, between The Boeing Company and Atlas Air, Inc. (Portions
of this document have been redacted and filed separately with
the Securities and Exchange Commission.).
10
.9(13)
Engine Maintenance Contract, dated April 30, 2004, between
the Company and MTU Maintenance Hannover GmbH, with regard to
CF6 80C2 Engines in the 1998 EETC Transaction together with
schedule of substantially identical documents omitted from
filing pursuant to
Rule 12b-31
promulgated under the Exchange Act.
Table of Contents
Exhibit
10
.10(16)
Amended and Restated Employment Agreement, dated as
September 19, 2006, between Atlas Air, Inc. and John W.
Dietrich.
10
.10.1
Amendment, dated as of December 31, 2008, to the Amended
and Restated Employment Agreement between Atlas Air, Inc. and
John W. Dietrich, which is filed herewith as
Exhibit 10.10.1.
10
.11(19)
Atlas Air Worldwide Holdings, Inc. Annual Incentive Program for
Senior Executives.
10
.12(13)
Contract, dated October 1, 2004, between HQ AMC/A34TM and
the Company.
10
.13(19)
Amended and Restated Employment Agreement, dated as of
March 21, 2007, between Atlas Air, Inc. and Ronald A. Lane.
10
.14(20)
Employment Agreement, dated as of March 27, 2008, between
Ronald A. Lane and Atlas Air, Inc..
10
.15(21)
Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan (as
amended).
10
.15.1
Atlas Air Worldwide Holdings, Inc. Long Term Cash Incentive
Program, which is filed herewith as Exhibit 10.15.1.
10
.15.2(19)
Form of Restricted Stock Unit Agreement.
10
.15.3(19)
Form of Performance Share Unit Agreement. (Portions of this
document have been redacted and filed separately with the
Securities and Exchange Commission.).
10
.15.4
Amendment, dated as of December 31, 2008, to the form of
Performance Share Unit Agreement, which is filed herewith as
Exhibit 10.15.4.
10
.16
Benefits Program for Executive Vice President and Senior Vice
Presidents, Amended and Restated as of December 31, 2008,
which is filed herewith as Exhibit 10.16.
10
.17
Benefits Program for Vice Presidents, Amended and Restated as of
December 31, 2008, which is filed herewith as
Exhibit 10.17.
10
.18
Board of Directors Compensation, which is filed herewith as
Exhibit 10.18.
10
.19(19)
Atlas Air, Inc. Profit Sharing Plan.
10
.19.1
Amendment, dated as of December 31, 2008, to Atlas Air,
Inc. Profit Sharing Plan, which is filed herewith as
Exhibit 10.19.1.
10
.20(17)
Atlas Air Worldwide Holdings, Inc. Amended and Restated 2004
Long Term Incentive and Share Award Plan.
10
.20.1(7)
Form of Restricted Share Agreement Directors
Version Amended and Restated 2004 Long Term
Incentive and Share Award Plan.
10
.20.2(7)
Form of Restricted Share Agreement Management
Version Amended and Restated 2004 Long Term
Incentive and Share Award Plan.
10
.20.3(8)
Form of Stock Option Agreement Employee
Version Amended and Restated 2004 Long Term
Incentive and Share Award Plan.
10
.20.4(10)
Form of Restricted Share Agreement (Performance
Shares) Amended and Restated 2004 Long Term
Incentive and Share Award Plan. (Portions of this document have
been redacted and filed separately with the Securities and
Exchange Commission.)
10
.21(11)
Form of Directors and Officers Indemnification Agreement.
10
.22(10)
Registration Rights Agreement, dated as of February 13,
2007, by and among the Company, HMC Atlas Air, L.L.C. and
Harbinger Capital Partners Special Situations Fund, L.P..
10
.22.1(10)
Amendment to Registration Rights Agreement, dated as of
March 12, 2007, by and among the Company, HMC Atlas Air,
L.L.C. and Harbinger Capital Partners Special Situation Fund,
L.P..
10
.23(10)
Amendment No. 1 to Stock Purchase Agreement/Amendment
No. 1 to Transaction Guarantee Agreement, dated as of
April 13, 2007, among Polar Air Cargo Worldwide, Inc., DHL
Network Operations (USA), Inc. and Deutsche Post AG.
10
.24(17)
Stock Purchase Agreement with DHL.
10
.25(18)
Blocked Space Agreement, dated June 28, 2007, between Polar
Air Cargo Worldwide, Inc. and DHL Network Operations (USA), Inc.
(Portions of this document have been redacted and filed
separately with the Securities and Exchange Commission.).
Table of Contents
Exhibit
10
.26(18)
Amendment No. 1, dated as of July 30, 2007, to Blocked
Space Agreement between Polar Air Cargo Worldwide, Inc. and DHL
Network Operations (USA), Inc..
10
.27(18)
Flight Services Agreement, dated as of June 28, 2007,
between Atlas Air, Inc. and Polar Air Cargo Worldwide, Inc.
(Portions of this document have been redacted and filed
separately with the Securities and Exchange Commission.).
10
.28(18)
Indemnity Agreement, dated as of June 28, 2007, among Atlas
Air Worldwide Holdings, Inc., Polar Air Cargo Worldwide, Inc.
and DHL Network Operations (USA), Inc..
10
.29(18)
Contribution Agreement, dated as of June 28, 2007, between
Atlas Air Worldwide Holdings, Inc. and Polar Air Cargo
Worldwide, Inc. . (Portions of this document have been redacted
and filed separately with the Securities and Exchange
Commission.).
10
.30(22)
Facility Agreement, dated as of January 30, 2008, among
Atlas Air, Inc. (as Borrower), Norddeutsche Landesbank
Girozentrale (as original Lender and Facility Agent) and Bank of
Utah (as Security Agent).
14
.1(9)
Atlas Air Worldwide Holdings, Inc. Code of Ethics applicable to
the Chief Executive Officer, Senior Financial Officers and
members of the Board of Directors.
21
.1
Subsidiaries List, which is filed herewith as Exhibit 21.1.
23
.1
Consent of PricewaterhouseCoopers LLP, which is filed herewith
as Exhibit 23.1.
23
.2
Consent of Ernst & Young LLP, which is filed herewith
as Exhibit 23.2.
24
.1
Power of Attorney, which is filed herewith as Exhibit 24.1.
31
.1
Certification pursuant to Section 302 of Sarbanes Oxley Act
of 2002 by Chief Executive Officer.
31
.2
Certification pursuant to Section 302 of Sarbanes Oxley Act
of 2002 by Chief Financial Officer.
32
.1
Certification of periodic financial report pursuant to
Section 906 of Sarbanes Oxley Act of 2002
32
.2
Certification of periodic financial report pursuant to
Section 906 of Sarbanes Oxley Act of 2002
(1)
Incorporated by reference to the exhibits to Atlas Airs
Registration Statement on
Form S-4
(No. 333-36268).
(2)
Incorporated by reference to the exhibits to Atlas Airs
Annual Report on
Form 10-K
for the year ended December 31, 1997.
(3)
Incorporated by reference to the exhibits to Atlas Airs
Registration Statement on
Form S-3
(No. 333-71833).
(4)
Incorporated by reference to the exhibits to Atlas Airs
Annual Report on
Form 10-K
for the year ended December 31, 1999.
(5)
Incorporated by reference to the exhibits the Companys
Current Report on
Form 8-K
dated February 16, 2001.
(6)
Incorporated by reference to the exhibits to the Companys
Current Report on
Form 8-K
dated July 26, 2004.
(7)
Incorporated by reference to the exhibits to the Companys
Current Report on
Form 8-K
dated December 28, 2004.
(8)
Incorporated by reference to the exhibits to the Companys
Current Report on
Form 8-K
dated March 28, 2005.
(9)
Incorporated by reference to the exhibits to the Companys
Current Report on
Form 8-K
dated June 23, 2005.
(10)
Incorporated by reference to the exhibits to the Companys
Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2007.
(11)
Incorporated by reference to the exhibits to the Companys
Current Report on
Form 8-K
dated November 14, 2005.
(12)
Incorporated by reference to exhibits to the Companys
Annual Report on
Form 10-K
for the year ended December 31, 2004.
Table of Contents
(13)
Incorporated by reference to exhibits to the Companys
Annual Report on
Form 10-K/A
for the year ended December 31, 2004.
(14)
Incorporated by reference to the exhibits to the Companys
Current Report on
Form 8-K
dated November 17, 2005.
(15)
Incorporated by reference to the exhibits to the Companys
Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006.
(16)
Incorporated by reference to the exhibits to the Companys
Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2006.
(17)
Incorporated by reference to the exhibits to the Companys
Annual Report on
Form 10-K
for the year ended December 31, 2006.
(18)
Incorporated by reference to the exhibits to the Companys
Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2007.
(19)
Incorporated by reference to the exhibits to the Companys
Annual Report on
Form 10-K
for the year ended December 31, 2007.
(20)
) Incorporated by reference to the exhibits to the
Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008.
(21)
Incorporated by reference to the Exhibit 10 to the
Companys Current Report on
Form 8-K
dated May 21, 2008.
(22)
Incorporated by reference to the exhibits to the Companys
Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008.
(i) | an amount equal to one and one-half times the Employees then-current Annual Base Salary, with one-third of such amount payable in a lump-sum on the first day of the seventh month following the date on which the Employment Period terminates (the Lump-Sum Payment Date), and with the remaining two-thirds of such amount payable in accordance with Atlas normal pay schedule beginning on the day after the Lump-Sum Payment Date and continuing through the first anniversary of the Lump-Sum Payment Date; and | ||
(ii) | continued coverage for a period of twelve months immediately following the date on which the Employment Period terminates under the health (medical, dental, and vision) and life insurance programs of Atlas (or, if continued coverage under such Atlas programs is not available or practicable, then receive coverage under substantially similar individual health and life insurance policies for such twelve-month period); provided that such coverage will cease immediately in the event the Employee |
2
obtains comparable coverage in connection with subsequent employment. |
3
4
5
ATLAS AIR, INC. | WILLIAM J. FLYNN | |||||
|
||||||
By:
|
/s/ Adam R. Kokas
|
/s/ William J. Flynn
|
||||
Name: Adam R. Kokas | ||||||
Title: Senior Vice President, | ||||||
|
General Counsel, Chief Human | |||||
|
Resources Officer & Secretary |
6
(i) | an amount equal to eighteen (18) months of the Employees then-current monthly Base Salary, payable in a lump-sum on the first day of the seventh month following the date on |
2
which the Employment Period terminates (the Lump-Sum Payment Date); |
(ii) | in accordance with Atlas Relocation Policy for Executive Homeowners/Renters in effect as of January 1, 2009 (or any subsequent Atlas Relocation Policy that offers essentially the same (or better) benefits as those provided for in the Relocation Policy in effect as of January 1, 2009), (I) reimbursement for reasonable moving expenses actually incurred by the Employee in relocating back to the Chicago, Illinois area, such reimbursement to be made by Atlas no later than the end of the third year following the year in which the Employment Period terminates, and (II) tax gross-up payments that reimburse the Employee for any income taxes that the Employee incurs as a result of the reimbursements made by Atlas under the preceding clause (I), with any such gross-up payment to be made by Atlas no later than the end of the year following the year in which the Employee remits the income taxes that are being grossed up by the applicable payment; and | ||
(iii) | continued coverage for a period of twelve months immediately following the date on which the Employment Period terminates under the health (medical, dental, and vision) and life insurance programs of Atlas (or, if continued coverage under such Atlas programs is not available or practicable, then receive coverage under substantially similar individual health and life insurance policies for such twelve-month period); provided that such coverage will cease immediately in the event the Employee obtains comparable coverage in connection with subsequent employment. |
3
4
5
6
ATLAS AIR, INC. | JOHN W. DIETRICH | |||||
|
||||||
By:
|
/s/ Adam R. Kokas
|
/s/ John W. Dietrich
|
||||
Name: Adam R. Kokas | ||||||
Title: Senior Vice President, | ||||||
|
General Counsel, Chief Human | |||||
|
Resources Officer & Secretary |
7
1 | For peer companies not on a December 31 fiscal year, the average mentioned in Section 2 shall be calculated for the twelve month period ended December 31. |
|
ABX AIR INC. | |
|
AIRTRAN HOLDINGS INC | |
|
ALEXANDER & BALDWIN INC | |
|
AMERICAN COMMERCIAL LINES | |
|
ARKANSAS BEST CORP | |
|
BRISTOW GROUP INC (Offshore Logistics) | |
|
GATX CORP | |
|
HUNT (JB) TRANSPRT SVCS INC | |
|
JETBLUE AIRWAYS CORP | |
|
KANSAS CITY SOUTHERN | |
|
KIRBY CORP | |
|
LAIDLAW INTERNATIONAL INC | |
|
PROLOGIS | |
|
QUALITY DISTRIBUTION INC | |
|
SAIA INC | |
|
SWIFT TRANSPORTATION CO INC | |
|
TIDEWATER INC | |
|
US XPRESS ENTP INC CL A |
Bottom | 26th - 44th | 45th - 55th | 56th - 75th | Top | ||||||||||||||||
Quartile | Percentile | Percentile | Percentile | Quartile | ||||||||||||||||
Top Quartile
|
100 | % | 135 | % | 150 | % | 175 | % | 200 | % | ||||||||||
56th 75th Percentile
|
75 | % | 100 | % | 135 | % | 150 | % | 175 | % | ||||||||||
45th 55th Percentile
|
50 | % | 75 | % | 100 | % | 135 | % | 150 | % | ||||||||||
26th 44th Percentile
|
0 | % | 50 | % | 75 | % | 100 | % | 135 | % | ||||||||||
Bottom Quartile
|
0 | % | 0 | % | 50 | % | 75 | % | 100 | % |
1
2
ATLAS AIR WORLDWIDE HOLDINGS, INC. | [Name of Employee] | |||||
|
||||||
By:
|
||||||
|
|
|
||||
|
Title: |
3
2
3
4
2
3
4
| Each member of the Audit Committee, $15,000 annually; | ||
| Each member of the Compensation Committee, $5,000 annually; and | ||
| Each member of the Nominating and Governance Committee, $5,000 annually. |
| Chairman of the Board, $100,000 annually; and | ||
| Chairman of each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, $25,000 annually. |
| For each meeting of the Board or a Committee of the Board, including any ad hoc committee, attended in person by a member, a fee to such member of $1,500 or $3,000 if such member is its Chairman; | ||
| For each meeting of the Board or a Committee of the Board, including any ad hoc committee, attended via teleconference or videoconference, a fee to each such member of $500 or $1,000 if such member is its Chairman; and | ||
| For each meeting of the Board or a Committee of the Board, including any ad hoc committee, attended in person by a member, all customary out-of-pocket expenses of such member are reimbursed. |
ATLAS AIR, INC.
|
||||
By: | /s/ John W. Dietrich | |||
Name: | John W. Dietrich | |||
Title: |
Executive Vice President
Chief Operating Officer |
|||
ACKNOWLEDGE AND AGREED TO BY
TEAMSTERS LOCAL 1224 |
||||
By: | /s/ Joseph V. Muckle | |||
Name: | Joseph V. Muckle | |||
Title: | Secretary-Treasurer | |||
2
State or Other | ||
Jurisdiction | ||
of | ||
Name
|
Incorporation | |
Atlas Air Worldwide Holdings, Inc. (Registrant)
|
Delaware | |
Atlas Air, Inc.
|
Delaware | |
Atlas Air Crew Services, Ltd.(1)
|
United Kingdom | |
Liege Global Cargo (2)
|
Belgium | |
Polar Air Cargo Worldwide, Inc. (3)
|
Delaware | |
Polar Air Cargo LLC.
|
California | |
Titan Aviation Leasing Limited
|
Ireland |
(1) | In dissolution. | |
(2) | 86% owned and dissolved as of January 15, 2009. | |
(3) | 51% owned. |
/s/ Ernst & Young LLP |
/s/ Eugene I. Davis
|
/s/ Timothy J. Bernlohr | |||
|
|
|||
|
||||
/s/ William J. Flynn
|
/s/ Keith E. Butler
|
|||
|
||||
/s/ Jason Grant
Chief Financial Officer (Principal Financial Officer) |
/s/ James S. Gilmore III
|
|||
|
||||
/s/ Spencer Schwartz
|
/s/ Carol B. Hallett
|
|||
|
||||
/s/ Robert F. Agnew
|
/s/ Frederick McCorkle
|
|||
|
||||
/s/ Timothy J. Bernlohr
|
||||
Timothy J. Bernlohr, Director
|
1. | I have reviewed this Annual Report on Form 10-K of Atlas Air Worldwide Holdings, Inc.; |
2. | Based on my knowledge, this 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 Report; |
3. | Based on my knowledge, the Financial Statements and other financial information included in this 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 Report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 Report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
(d) | disclosed in this Report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
1. | I have reviewed this Annual Report on Form 10-K of Atlas Air Worldwide Holdings, Inc.; |
2. | Based on my knowledge, this 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 Report; |
3. | Based on my knowledge, the Financial Statements and other financial information included in this 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 Report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 Report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
(d) | disclosed in this Report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and | |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and | |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |