ATLAS AIR WORLDWIDE HOLDINGS INC (Form: 10-Q, Received: 04/30/2015 13:34:08)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-16545

LOGO

Atlas Air Worldwide Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		13-4146982
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

2000 Westchester Avenue, Purchase, New York		10577
(Address of principal executive offices)		(Zip Code)

(914) 701-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of April 27, 2015, there were 25,003,943 shares of the registrant’s Common Stock outstanding.

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014 (unaudited)		3

		Consolidated Statements of Operations for the Three Months ended March 31, 2015 and 2014 (unaudited)		4

		Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 2015 and 2014 (unaudited)		5

		Consolidated Statements of Cash Flows for the Three Months ended March 31, 2015 and 2014 (unaudited)		6

		Consolidated Statements of Stockholders’ Equity as of and for the Three Months ended March 31, 2015 and 2014 (unaudited)		7

		Notes to Unaudited Consolidated Financial Statements		8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22

	Item 4.	Controls and Procedures		22

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings		24

	Item 1A.	Risk Factors		24

	Item 6.	Exhibits		24

		Signatures		25

		Exhibit Index		26

PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Atlas Air Worldwide Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)


	March 31, 2015			December 31, 2014
Assets
Current Assets
Cash and cash equivalents	$	336,406		$	298,601
Short-term investments		23,287			17,802
Restricted cash		15,028			14,281
Accounts receivable, net of allowance of $1,168 and $1,658, respectively		149,360			162,092
Prepaid maintenance		26,339			20,806
Deferred taxes		40,923			40,923
Prepaid expenses and other current assets		32,546			51,599

Total current assets		623,889			606,104
Property and Equipment
Flight equipment		3,472,230			3,448,791
Ground equipment		52,976			51,418
Less: accumulated depreciation		(373,442	)		(348,036	)
Purchase deposits for flight equipment		17,541			20,054

Property and equipment, net		3,169,305			3,172,227
Other Assets
Long-term investments and accrued interest		114,863			120,478
Deposits and other assets		72,561			80,258
Intangible assets, net		65,157			67,410

Total Assets	$	4,045,775		$	4,046,477

Liabilities and Equity
Current Liabilities
Accounts payable	$	39,737		$	42,864
Accrued liabilities		264,705			251,594
Current portion of long-term debt		180,661			181,202

Total current liabilities		485,103			475,660
Other Liabilities
Long-term debt		1,690,184			1,736,739
Deferred taxes		357,934			350,868
Other liabilities		65,927			65,415

Total other liabilities		2,114,045			2,153,022
Commitments and contingencies
Equity
Stockholders’ Equity
Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued		—			—
Common stock, $0.01 par value; 50,000,000 shares authorized; 28,887,466 and 28,561,160 shares issued, 25,002,862 and 24,807,718, shares outstanding (net of treasury stock), as of March 31, 2015 and December 31, 2014, respectively		289			286
Additional paid-in-capital		578,504			573,133
Treasury stock, at cost; 3,884,604 and 3,753,442 shares, respectively		(151,440	)		(145,322	)
Accumulated other comprehensive loss		(9,228	)		(9,572	)
Retained earnings		1,028,502			999,270

Total equity		1,446,627			1,417,795

Total Liabilities and Equity	$	4,045,775		$	4,046,477

See accompanying Notes to Unaudited Consolidated Financial Statements

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)


	For the Three Months Ended
	March 31, 2015			March 31, 2014
Operating Revenue
ACMI	$	189,047		$	198,141
Charter		220,138			177,373
Dry leasing		31,919			24,676
Other		3,741			3,173

Total Operating Revenue		444,845			403,363

Operating Expenses
Salaries, wages and benefits		88,773			72,855
Aircraft fuel		78,115			81,744
Maintenance, materials and repairs		58,832			59,046
Aircraft rent		34,261			35,410
Depreciation and amortization		32,030			28,155
Navigation fees, landing fees and other rent		23,503			27,126
Travel		20,813			17,282
Passenger and ground handling services		19,963			19,371
Loss on disposal of aircraft		1,209			—
Special charge		(568	)		8,029
Other		30,944			26,215

Total Operating Expenses		387,875			375,233

Operating Income		56,970			28,130

Non-operating Expenses / (Income)
Interest income		(4,488	)		(4,727	)
Interest expense		24,548			26,452
Capitalized interest		(26	)		(312	)
Other expense (income), net		675			152

Total Non-operating Expenses (Income)		20,709			21,565

Income before income taxes		36,261			6,565
Income tax expense		7,029			2,539

Net Income		29,232			4,026
Less: Net income (loss) attributable to noncontrolling interests		—			(3,918	)

Net Income Attributable to Common Stockholders	$	29,232		$	7,944

Earnings per share:
Basic	$	1.18		$	0.32

Diluted	$	1.17		$	0.32

Weighted average shares:
Basic		24,876			25,096

Diluted		25,070			25,151

See accompanying Notes to Unaudited Consolidated Financial Statements

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)

(Unaudited)


	For the Three Months Ended
	March 31, 2015			March 31, 2014
Net Income	$	29,232		$	4,026
Other comprehensive income (loss):
Interest rate derivatives:
Net change in fair value		—			(251	)
Reclassification to interest expense		650			690
Income tax benefit (expense)		(248	)		(246	)
Foreign currency translation:
Translation adjustment		(58	)		158

Other comprehensive income (loss)		344			351

Comprehensive Income		29,576			4,377
Less: Comprehensive income (loss) attributable to noncontrolling interests		—			(3,837	)

Comprehensive Income Attributable to Common Stockholders	$	29,576		$	8,214

See accompanying Notes to Unaudited Consolidated Financial Statements

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	For the Three Months Ended
	March 31, 2015			March 31, 2014
Operating Activities:
Net Income	$	29,232		$	4,026
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and amortization		36,375			32,401
Accretion of debt securities discount		(1,902	)		(2,073	)
Provision for allowance for doubtful accounts		(174	)		83
Special charge, net of cash payments		(568	)		8,029
Loss on disposal of aircraft		1,209			—
Deferred taxes		7,029			2,554
Stock-based compensation expense		5,285			1,907
Changes in:
Accounts receivable		11,088			(14,585	)
Prepaid expenses and other current assets		(10,272	)		7,050
Deposits and other assets		9,323			6,724
Accounts payable and accrued liabilities		4,023			(4,848	)

Net cash provided by operating activities		90,648			41,268

Investing Activities:
Capital expenditures		(10,385	)		(4,095	)
Purchase deposits and delivery payments for flight equipment		(14,925	)		(478,739	)
Changes in restricted cash		(747	)		(6,046	)
Proceeds from short-term investments		1,202			783
Proceeds from disposal of aircraft		24,345			—

Net cash used for investing activities		(510	)		(488,097	)

Financing Activities:
Proceeds from debt issuance		—			572,552
Customer maintenance reserves received		4,129			4,176
Proceeds from stock option exercises		52			—
Purchase of treasury stock		(6,118	)		(2,420	)
Excess tax benefit from stock-based compensation expense		449			(982	)
Payment of debt issuance costs		—			(16,974	)
Payments of debt		(50,845	)		(151,687	)

Net cash provided by (used for) financing activities		(52,333	)		404,665

Net increase (decrease) in cash and cash equivalents		37,805			(42,164	)

Cash and cash equivalents at the beginning of period		298,601			321,816

Cash and cash equivalents at the end of period	$	336,406		$	279,652

Non-cash Investing and Financing Activities:
Acquisition of flight equipment included in Accounts payable and accrued liabilities	$	—		$	41,581

See accompanying Notes to Unaudited Consolidated Financial Statements

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

(Unaudited)


	Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders’ Equity			Noncontrolling Interest			Total Equity
Balance at December 31, 2013	$	282	$	(125,826	)	$	561,481		$	(10,677	)	$	892,513	$	1,317,773		$	4,352		$	1,322,125
Net Income (loss)		—		—			—			—			7,944		7,944			(3,918	)		4,026
Other comprehensive income (loss)		—		—			—			270			—		270			81			351
Stock option and restricted stock compensation		—		—			1,907			—			—		1,907			—			1,907
Purchase of 74,583 shares of treasury stock		—		(2,420	)		—			—			—		(2,420	)		—			(2,420	)
Issuance of 195,555 shares of restricted stock		2		—			(2	)		—			—		—			—			—
Tax benefit (expense) on restricted stock and stock options		—		—			(982	)		—			—		(982	)		—			(982	)

Balance at March 31, 2014	$	284	$	(128,246	)	$	562,404		$	(10,407	)	$	900,457	$	1,324,492		$	515		$	1,325,007


	Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders’ Equity			Noncontrolling Interest			Total Equity



Balance at December 31, 2014	$	286	$	(145,322	)	$	573,133		$	(9,572	)	$	999,270	$	1,417,795		$	—		$	1,417,795
Net Income (loss)		—		—			—			—			29,232		29,232			—			29,232
Other comprehensive income (loss)		—		—			—			344			—		344			—			344
Stock option and restricted stock compensation		—		—			5,285			—			—		5,285			—			5,285
Purchase of 131,162 shares of treasury stock		—		(6,118	)		—			—			—		(6,118	)		—			(6,118	)
Exercise of 1,900 employee stock options		—		—			52			—			—		52			—			52
Issuance of 324,406 shares of restricted stock		3		—			(3	)		—			—		—			—			—
Tax benefit (expense) on restricted stock and stock options		—		—			37			—			—		37			—			37

Balance at March 31, 2015	$	289	$	(151,440	)	$	578,504		$	(9,228	)	$	1,028,502	$	1,446,627		$	—		$	1,446,627

See accompanying Notes to Unaudited Consolidated Financial Statements

Atlas Air Worldwide Holdings, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2015

1. Basis of Presentation

Our consolidated financial statements include the accounts of the holding company, Atlas Air Worldwide Holdings, Inc. (“AAWW”) and its consolidated subsidiaries. AAWW is the parent company of its principal operating subsidiary, Atlas Air, Inc. (“Atlas”), and of Polar Air Cargo LLC (“Old Polar”). AAWW is also the parent company of several subsidiaries related to our dry leasing services (collectively referred to as “Titan”).

The terms “we,” “us,” “our,” and the “Company” mean AAWW and all entities included in its consolidated financial statements.

We provide outsourced aircraft and aviation operating services throughout the world, serving Africa, Asia, Australia, Europe, the Middle East, North America and South America through: (i) contractual service arrangements, including those through which we provide aircraft to customers and value-added services, including crew, maintenance and insurance (“ACMI”), as well as those through which we provide crew, maintenance and insurance, with the customer providing the aircraft (“CMI”); (ii) cargo and passenger charter services (“Charter”); and (iii) dry leasing aircraft and engines (“Dry Leasing” or “Dry Lease”).

The accompanying unaudited consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany accounts and transactions have been eliminated. The Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes included in the AAWW Annual Report on Form 10-K for the year ended December 31, 2014, which includes additional disclosures and a summary of our significant accounting policies. The December 31, 2014 balance sheet data was derived from that Annual Report. In our opinion, the Financial Statements contain all adjustments, consisting of normal recurring items, necessary to fairly state the financial position of AAWW and its consolidated subsidiaries as of March 31, 2015, the results of operations for the three months ended March 31, 2015 and 2014, comprehensive income for the three months ended March 31, 2015 and 2014, cash flows for the three months ended March 31, 2015 and 2014, and shareholders’ equity as of and for the three months ended March 31, 2015 and 2014.

Our quarterly results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.

Except for per share data, all dollar amounts are in thousands unless otherwise noted.

Certain reclassifications have been made to prior periods’ consolidated financial statement amounts and related note disclosures to conform to the current year’s presentation, including the presentation of segments.

2. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) amended its accounting guidance for revenue recognition. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and consideration that a company expects to receive for the services provided. It also requires additional disclosures necessary for the financial statement users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On April 1, 2015, the FASB proposed deferring the effective date by one year to the beginning of 2018. The FASB also proposed permitting early adoption of the standard, but not before the beginning of 2017. We are currently assessing the impact the amended guidance will have on our financial statements.

In April 2015, the FASB amended its guidance for presenting debt issuance costs. The new guidance requires debt issuance costs to be presented in the balance sheet as a reduction of the carrying amount of the related debt liability instead of as an asset. We early adopted this guidance retrospectively effective March 31, 2015 and its adoption did not have a material impact on our financial condition, results of operations or cash flows. The amount of debt issuance costs classified as a reduction of debt was $52.8 million at March 31, 2015 and $55.1 million at December 31, 2014.

3. Related Parties

DHL Investment and Polar

AAWW has a 51% equity interest and 75% voting interest in Polar Air Cargo Worldwide, Inc. (“Polar”). DHL Network Operations (USA), Inc. (“DHL”), a subsidiary of Deutsche Post AG (“DP”), holds a 49% equity interest and a 25% voting interest in Polar. Polar is a variable interest entity that we do not consolidate because we are not the primary beneficiary as the risks associated with the direct costs of operation are with DHL. We record our share of Polar’s results under the equity method of accounting. Under a 20-year blocked space agreement (the “BSA”), Polar provides air cargo capacity to DHL. Atlas has several agreements with Polar to provide ACMI, CMI, administrative, sales and ground support services to one another. We do not have any financial exposure to fund debt obligations or operating losses of Polar, except for any liquidated damages that we could incur under these agreements. The following table summarizes our transactions with Polar:


	For the Three Months Ended
Revenue and Expenses:	March 31, 2015		March 31, 2014
ACMI segment revenue from Polar	$	91,413	$	69,695
Other revenue from Polar	$	2,845	$	2,842
Ground handling and airport fees paid to Polar	$	797	$	324

Accounts receivable/payable as of:	March 31, 2015		December 31, 2014
Receivables from Polar	$	6,467	$	5,702
Payables to Polar	$	406	$	2,611

Aggregate Carrying Value of Polar Investment as of:	March 31, 2015		December 31, 2014
	$	4,870	$	4,870

GATS

We hold a 50% interest in Global Aviation Technical Solutions Co, Ltd. (“GATS”), a joint venture with an unrelated third party. The purpose of the joint venture is to purchase rotable parts and provide repair services for those parts, primarily for our 747-8F aircraft. The joint venture is a variable interest entity that we do not consolidate because we are not the primary beneficiary as we do not exercise financial control. As of March 31, 2015 and December 31, 2014, our investment in GATS was $16.8 million and $16.4 million, respectively, and our maximum exposure to losses from the entity is limited to our investment, which is comprised primarily of rotable inventory parts. GATS does not have any third-party debt obligations. We had Accounts payable to GATS of $1.4 million as of March 31, 2015 and $1.5 million as of December 31, 2014.

4. Special Charge

During the three months ended March 31, 2015 and March 31, 2014, we recorded adjustments of $0.4 million and $0.6 million, respectively, to the Special charge related to the early termination of operating leases for two 747-400BCF aircraft that we parked in December 2013. Substantially all remaining cash payments related to the lease termination costs are expected to be paid in 2015.

During the three months ended March 31, 2014, we recognized $2.3 million of employee termination benefits related to British Airways Plc’s (“British Airways”) return of three 747-8F aircraft in 2014. In addition, we recognized a reserve of $5.1 million during the three months ended March 31, 2014 related to a loan from Global Supply Systems Limited (“GSS”), a consolidated subsidiary, to its 51% U.K. shareholder.

A summary of the Special charge liabilities is as follows:


	Lease Termination Costs			GSS Employee Termination Benefits			Other		Total
Liability as of December 31, 2014	$	2,437		$	1,014		$	100	$	3,551
Special charge items, net		(447	)		(132	)		11		(568	)
Cash payments		(1,786	)		(882	)		—		(2,668	)

Liability as of March 31, 2015	$	204		$	—		$	111	$	315

5. Accrued Liabilities

Accrued liabilities consisted of the following as of:


	March 31, 2015		December 31, 2014
Maintenance	$	69,844	$	50,702
Customer maintenance reserves		62,227		64,756
Salaries, wages and benefits		34,324		48,548
Aircraft fuel		24,542		15,078
Deferred revenue		13,639		10,705
Other		60,129		61,805

Accrued liabilities	$	264,705	$	251,594

6. Income Taxes

Our effective income tax rate was 19.4% for the three months ended March 31, 2015 and 38.7% for the three months ended March 31, 2014. The effective rate for the three months ended March 31, 2015 differed from the U.S. federal statutory rate primarily due to an income tax benefit of $4.0 million, net of reserves, related to extraterritorial income (“ETI”) from leasing certain of our aircraft. The effective rate for the three months ended March 31, 2014 differed from the U.S. federal statutory rate primarily due to losses associated with GSS for which we have recognized a valuation allowance due to the uncertainty that the benefit of the losses will be realized. The effective rates also differed from the U.S. federal statutory rate due to the income tax impact of foreign operations taxed at different rates, our assertion to indefinitely reinvest the net earnings of certain foreign subsidiaries outside the U.S., U.S. state income taxes, the nondeductibility of certain expenses for tax purposes, adjustments to our liability for uncertain tax positions, and the relationship of these items to our projected operating results for the year. For interim accounting purposes, we recognize income taxes using an estimated annual effective tax rate.

As a result of current and expected future growth in our Dry Leasing business, we determined to indefinitely reinvest the net earnings of certain foreign subsidiaries engaged in this business outside of the U.S. Our effective income tax rates for the three months ended March 31, 2015 and 2014 were favorably impacted by this determination. As of March 31, 2015, our undistributed net earnings of foreign subsidiaries for which deferred taxes have not been provided were $53.0 million, and the unrecognized deferred tax liability associated with these earnings was $18.5 million.

7. Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified in the following hierarchy:

We endeavor to utilize the best available information to measure fair value.

The carrying value of Cash and cash equivalents, Short-term investments and Restricted cash is based on cost, which approximates fair value.

Long-term investments consist of debt securities for which we have both the ability and the intent to hold until maturity. These investments are classified as held-to-maturity and reported at amortized cost. The fair value of our Long-term investments is based on a discounted cash flow analysis using the contractual cash flows of the investments and a discount rate derived from unadjusted quoted interest rates for debt securities of comparable risk. Such debt securities represent investments in Pass-Through Trust Certificates related to enhanced equipment trust certificates (“EETCs”) issued by Atlas in 1998, 1999 and 2000.

The fair value of our term loans, notes guaranteed by the Export-Import Bank of the United States (“Ex-Im Bank”) and EETCs are based on a discounted cash flow analysis using current borrowing rates for instruments with similar terms.

The following table summarizes the carrying amount, estimated fair value and classification of our financial instruments as of:


	March 31, 2015
	Carrying		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	336,406	$	336,406	$	336,406	$	—	$	—
Short-term investments		23,287		23,287		—		—		23,287
Restricted cash		15,028		15,028		15,028		—		—
Long-term investments and accrued interest		114,863		148,401		—		—		148,401

	$	489,584	$	523,122	$	351,434	$	—	$	171,688

Liabilities
Term loans	$	927,333	$	973,445	$	—	$	—	$	973,445
Ex-Im Bank guaranteed notes		742,921		778,569		—		—		778,569
EETCs		200,591		257,776		—		—		257,776

	$	1,870,845	$	2,009,790	$	—	$	—	$	2,009,790


	December 31, 2014
	Carrying		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	298,601	$	298,601	$	298,601	$	—	$	—
Short-term investments		17,802		17,802		—		—		17,802
Restricted cash		14,281		14,281		14,281		—		—
Long-term investments and accrued interest		120,478		154,743		—		—		154,743

	$	451,162		485,427		312,882		—		172,545

Liabilities
Term loans	$	945,813	$	982,036	$	—	$	—	$	982,036
Ex-Im Bank guaranteed notes		760,389		789,834		—		—		789,834
EETCs		211,739		270,333		—		—		270,333

	$	1,917,941	$	2,042,203	$	—	$	—	$	2,042,203

The following table presents the carrying value, gross unrealized gain (loss) and fair value of our long-term investments and accrued interest by contractual maturity as of:


	March 31, 2015						December 31, 2014
	Carrying Value		Gross Unrealized Gain (Loss)		Fair Value		Carrying Value		Gross Unrealized Gain (Loss)		Fair Value
Debt securities
Due after one but within five years	$	47,994	$	6,235	$	54,229	$	40,040	$	9,700	$	49,740
Due after five but within ten years		66,869		27,303		94,172		80,438		24,565		105,003

Total	$	114,863	$	33,538	$	148,401	$	120,478	$	34,265	$	154,743

8. Segment Reporting

We currently have the following three reportable segments: ACMI, Charter and Dry Leasing. We use an economic performance metric (“Direct Contribution”) that shows the profitability of each segment after allocation of operating and ownership costs. The following table sets forth Operating Revenue and Direct Contribution for our reportable segments reconciled to Operating Income and Income before Income Taxes:


	For the Three Months Ended
	March 31, 2015			March 31, 2014
Operating Revenue:
ACMI	$	189,047		$	198,141
Charter		220,138			177,373
Dry Leasing		31,919			24,676
Other		3,741			3,173

Total Operating Revenue	$	444,845		$	403,363


Direct Contribution:
ACMI	$	39,847		$	45,564
Charter		30,419			(4,117	)
Dry Leasing		15,525			8,171

Total Direct Contribution for Reportable Segments		85,791			49,618

Add back (subtract):
Unallocated income and expenses, net*		(48,889	)		(35,024	)
Special charge		568			(8,029	)
Loss on disposal of aircraft		(1,209	)		—

Income before Income Taxes		36,261			6,565

Add back (subtract):
Interest income		(4,488	)		(4,727	)
Interest expense		24,548			26,452
Capitalized interest		(26	)		(312	)
Other expense (income), net		675			152

Operating Income	$	56,970		$	28,130

*	During the first quarter of 2015, we changed the methodology for allocating certain unallocated expenses to our segments. The prior period information has been adjusted to consistently reflect this change.

We are exposed to a concentration of revenue from the U.S. Military Air Mobility Command (the “AMC”) and Polar (see Note 3 for further discussion regarding Polar). No other customer accounted for more than 10.0% of our Total Operating Revenue. Revenue from the AMC was $90.1 million for the three months ended March 31, 2015 and $62.9 million for the three months ended March 31, 2014. Accounts receivable from the AMC were $20.3 million and $15.3 million as of March 31, 2015 and December 31, 2014, respectively. We have not experienced any credit issues with either of these customers.

9. Legal Proceedings

Matters Related to Alleged Pricing Practices

The Company and Old Polar have been named defendants, along with a number of other cargo carriers, in several class actions in the United States arising from allegations about the pricing practices of Old Polar and a number of air cargo carriers that have now been centralized for pretrial purposes in the United States District Court for the Eastern District of New York. The consolidated complaint alleges, among other things, that the defendants, including the Company and Old Polar, manipulated the market price for air cargo services sold domestically and abroad through the use of surcharges, in violation of United States, state, and European Union antitrust laws. The suit seeks treble damages and injunctive relief.

In 2007, the Company and Old Polar commenced an adversary proceeding in bankruptcy court against each of the plaintiffs in this class action litigation seeking to enjoin the plaintiffs from prosecuting claims against the Company and Old Polar that arose prior to July 28, 2004, the date on which the Company and Old Polar emerged from bankruptcy. In 2007, the plaintiffs consented to the injunctive relief requested and the bankruptcy court entered an order enjoining plaintiffs from prosecuting Company claims arising prior to July 28, 2004.

The court in the antitrust class actions has heard and decided a number of procedural motions. Among those was the plaintiffs’ motion to join Polar Air Cargo Worldwide, Inc. as an additional defendant, which the court granted for discovery purposes on April 13, 2011. There was substantial pretrial written discovery and document production, and a number of depositions were taken. A court hearing on whether or not to certify the case as a class action was held in October 2013, and oral arguments and an evidentiary hearing were held in November 2013. On October 15, 2014, the magistrate judge issued a decision recommending that the court enter an order certifying the class for adjudicating the claims. We filed our opposition to that recommendation with the judge on December 1, 2014 and also intend to vigorously pursue a number of defenses. We are unable to reasonably predict the court’s ruling on our opposition to class certification and our defenses, or the ultimate outcome of the litigation.

In the United Kingdom, several groups of named claimants have brought suit against British Airways in connection with the same alleged antitrust practices at issue in the proceedings described above and are seeking damages allegedly arising from that conduct. British Airways has filed claims in the lawsuit against Old Polar, the Company and a number of air cargo carriers for contribution should British Airways be found liable to claimants. Old Polar’s formal statement of defense was filed on February 28, 2015. Old Polar intends to mount a vigorous defense.

If the Company or Old Polar were to incur an unfavorable outcome in connection with one or more of the matters described above, such outcome is not expected to materially affect our business, financial condition, results of operations or cash flows.

Brazilian Customs Claim

Old Polar was cited for two alleged customs violations in Sao Paulo, Brazil, relating to shipments of goods dating back to 1999 and 2000. Each claim asserts that goods listed on the flight manifest of two separate Old Polar scheduled service flights were not on board the aircraft upon arrival and therefore were improperly brought into Brazil. The two claims, which also seek unpaid customs duties, taxes and penalties from the date of the alleged infraction, are approximately $6.1 million in aggregate based on March 31, 2015 exchange rates.

In both cases, we believe that the amounts claimed are substantially overstated due to a calculation error when considering the type and amount of goods allegedly missing, among other things. Furthermore, we may seek appropriate indemnity from the shipper in each claim as may be feasible. In the pending claim for one of the cases, we have received an administrative decision dismissing the claim in its entirety, which remains subject to a mandatory appeal by the Brazil customs authorities. As required to defend such claims, we have made deposits pending resolution of these matters. The balances were $4.4 million as of March 31, 2015 and $5.3 million as of December 31, 2014, and are included in Deposits and other assets.

We are currently defending these and other Brazilian customs claims and the ultimate disposition of these claims, either individually or in the aggregate, is not expected to materially affect our financial condition, results of operations or cash flows.

Other

We have certain other contingencies incident to the ordinary course of business. Management believes that the ultimate disposition of such other contingencies is not expected to materially affect our financial condition, results of operations or cash flows.

10. Earnings Per Share

Basic earnings per share (“EPS”) represent net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represent net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period. Anti-dilutive options that were out of the money for the three months ended March 31, 2015 and 2014 were de minimis and excluded.

The calculations of basic and diluted EPS were as follows:


	For the Three Months Ended
	March 31, 2015		March 31, 2014
Numerator:
Net Income Attributable to Common Stockholders	$	29,232	$	7,944

Denominator:
Basic EPS weighted average shares outstanding		24,876		25,096
Effect of dilutive stock options and restricted stock		194		55

Diluted EPS weighted average shares outstanding		25,070		25,151

EPS:
Basic	$	1.18	$	0.32

Diluted	$	1.17	$	0.32

Diluted shares reflect the potential dilution that could occur from stock options and restricted share units using the treasury stock method. The calculation does not include restricted share units in which performance or market conditions were not satisfied of 0.3 million for the three months ended March 31, 2015 and 0.5 million for the three months ended March 31, 2014.

11. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of Accumulated other comprehensive income (loss):


	Interest Rate Derivatives			Foreign Currency Translation			Total
Balance as of December 31, 2013	$	(11,375	)	$	698		$	(10,677	)
Net change in fair value		(251	)		—			(251	)
Reclassification to interest expense		690			—			690
Translation adjustment		—			77			77
Tax effect		(246	)		—			(246	)

Balance as of March 31, 2014	$	(11,182	)	$	775		$	(10,407	)


	Interest Rate Derivatives			Foreign Currency Translation			Total
Balance as of December 31, 2014	$	(9,924	)	$	352		$	(9,572	)
Net change in fair value		—			—			—
Reclassification to interest expense		650			—			650
Translation adjustment		—			(58	)		(58	)
Tax effect		(248	)		—			(248	)

Balance as of March 31, 2015	$	(9,522	)	$	294		$	(9,228	)

Interest Rate Derivatives

As of March 31, 2015, there was $15.4 million of unamortized realized loss before taxes remaining in Accumulated other comprehensive income (loss) related to terminated forward-starting interest rate swaps, which had been designated as cash flow hedges to effectively fix the interest rates on two 747-8F financings in 2011 and three 777-200LRF financings in 2014. The net loss is amortized and reclassified into Interest expense over the remaining life of the related debt. Net realized losses reclassified into earnings were $0.7 million for the three months ended March 31, 2015 and 2014. Net realized losses expected to be reclassified into earnings within the next 12 months are $2.5 million as of March 31, 2015.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited Financial Statements appearing in this report and our audited consolidated financial statements and related notes included in our 2014 Annual Report on Form 10-K.

Background

Certain Terms - Glossary

The following represents terms and statistics specific to our business and industry. They are used by management to evaluate and measure operations, results, productivity and efficiency.


Block Hour		The time interval between when an aircraft departs the terminal until it arrives at the destination terminal.

C Check		High-level or “heavy” airframe maintenance checks, which are more intensive in scope than Line Maintenance and are generally performed between 18 and 24 months depending on aircraft type.

D Check		High-level or “heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every six and eight years depending on aircraft type.

Heavy Maintenance		Scheduled maintenance activities, which are the most extensive in scope and are primarily based on time intervals, including, but not limited to, C Checks, D Checks and engine overhauls. In addition, unscheduled engine repairs involving the removal of the engine from the aircraft are considered to be heavy maintenance. Heavy maintenance can generally take from one to eight weeks to complete.

Line Maintenance		Unscheduled maintenance to rectify events occurring during normal day-to-day operations.

Non-heavy		Discrete maintenance activities for the overhaul and repair of specific aircraft

Maintenance		components, including landing gear, auxiliary power units and engine thrust reversers.

Yield		The average amount a customer pays to fly one tonne of cargo one mile.

Business Overview

We are a leading global provider of outsourced aircraft and aviation operating services, operating the world’s largest fleet of 747 freighters, as well as operating 747 and 767 passenger aircraft and 767 freighters. We also own and dry lease a portfolio of aircraft, including six 777 freighters. We provide unique value to our customers by giving them access to highly reliable new production freighters that deliver the lowest unit cost in the marketplace combined with outsourced aircraft operating services that we believe lead the industry in terms of quality and global scale. Our customers include airlines, express delivery providers, freight forwarders, the U.S. military and charter brokers. We provide global services with operations in Africa, Asia, Australia, Europe, the Middle East, North America and South America.

Our primary service offerings include the following:

•

ACMI, whereby we provide outsourced cargo and passenger aircraft operating solutions, including the provision of an aircraft, crew, maintenance and insurance, while customers assume fuel, demand and Yield risk. In addition, the customer is responsible for landing, navigation and most other operational fees and costs;

•

CMI, which is part of our ACMI business segment, whereby we provide outsourced cargo and passenger aircraft operating solutions, including the provision of crew, maintenance and insurance, while customers provide the aircraft and assume fuel, demand and Yield risk. In addition, the customer is responsible for landing, navigation and most other operational fees and costs;

•

Charter, whereby we provide cargo and passenger aircraft charter services to customers, including the AMC, brokers, freight forwarders, direct shippers, airlines, sports teams and fans, and private charter customers. The customer pays a fixed charter fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs; and

•

Dry Leasing, whereby we provide cargo and passenger aircraft and engine leasing solutions. The customer operates, and is responsible for insuring and maintaining, the flight equipment.

We look to achieve our growth plans and enhance shareholder value by:

•

Delivering superior service quality to our valued customers;

•

Aggressively managing our fleet with a focus on leading-edge aircraft;

•

Focusing on securing long-term customer contracts;

•

Driving significant and ongoing productivity improvements;

•

Selectively pursuing and evaluating future acquisitions and alliances; while

•

Appropriately managing capital allocation and returning capital to shareholders.

See “Business Overview” and “Business Strategy” in our 2014 Annual Report on Form 10-K for additional information.

Business Developments

Our ACMI results for 2015, compared with 2014, were impacted by the following events:

•

In February 2014, we began ACMI flying a 747-8F aircraft with BST Logistics (Hong Kong) Company Limited, a business partner of Navitrans International Freight Forwarding Co., Ltd. Service, which was the first 747-8F aircraft in its network.

•

In April and early May 2014, British Airways returned three 747-8F aircraft. In May and October 2014, the three 747-8F aircraft were placed in ACMI service for DHL, replacing one 747-400F aircraft.

•

In October 2014, we began ACMI flying one additional 747-400F aircraft for DHL, increasing the number of 747 freighter aircraft in ACMI service for DHL to twelve.

•

In November 2014, we began ACMI flying a 747-400F aircraft for Etihad Airways, which was the second 747-400F aircraft in its global network.

•

In March 2015, we began ACMI flying one additional 747-8F aircraft for DHL following its transition from Panalpina Air & Ocean Ltd. The aircraft is initially replacing a 747-400F aircraft.

•

In the first quarter of 2015, we began CMI flying three additional 767-200 freighters owned by DHL in its North American network. A fourth 767-200 freighter began CMI flying in April 2015.

Charter Block Hours increased during the first quarter of 2015, reflecting stronger commercial cargo demand, which was enhanced by the U.S. West Coast port disruption, and increased cargo and passenger demand from the AMC.

Results of Operations

The following discussion should be read in conjunction with our Financial Statements and other financial information appearing and referred to elsewhere in this report.

Three Months Ended March 31, 2015 and 2014

Operating Statistics

The table below sets forth selected Operating Statistics for the three months ended March 31:


	2015		2014		Increase / (Decrease)			Percent Change
Block Hours
ACMI		29,460		28,023		1,437			5.1	%
Charter:
Cargo		8,268		5,899		2,369			40.2	%
Passenger		3,221		2,715		506			18.6	%
Other		331		236		95			40.3	%

Total Block Hours		41,280		36,873		4,407			12.0	%


Revenue Per Block Hour
ACMI	$	6,417	$	7,071	$	(654	)		(9.2	)%
Charter:	$	19,161	$	20,591	$	(1,430	)		(6.9	)%
Cargo	$	19,258	$	20,293	$	(1,035	)		(5.1	)%
Passenger	$	18,912	$	21,239	$	(2,327	)		(11.0	)%
Charter Fuel
Average fuel cost per gallon	$	2.34	$	3.23	$	(0.89	)		(27.6	)%
Fuel gallons consumed (000s)		33,312		25,299		8,013			31.7	%
Segment Operating Fleet (average aircraft equivalents during the period)
ACMI*
747-8F Cargo		8.6		8.7		(0.1	)
747-400 Cargo		12.2		12.5		(0.3	)
747-400 Dreamlifter		3.1		3.1		—
767-300 Cargo		2.0		2.0		—
767-200 Cargo		6.4		5.0		1.4
747-400 Passenger		1.0		1.0		—
767-200 Passenger		1.0		1.0		—

Total		34.3		33.3		1.0

Charter
747-8F Cargo		0.3		0.2		0.1
747-400 Cargo		8.9		8.3		0.6
747-400 Passenger		2.0		2.0		—
767-300 Passenger		3.0		3.0		—

Total		14.2		13.5		0.7

Dry Leasing
777-200 Cargo		6.0		5.8		0.2
757-200 Cargo		1.0		1.0		—
737-300 Cargo		1.0		1.0		—
737-800 Passenger		1.6		2.0		(0.4	)

Total		9.6		9.8		(0.2	)

Total Operating Aircraft		58.1		56.6		1.5

Out-of-service**		1.0		1.0		—

*	ACMI average fleet excludes spare aircraft provided by CMI customers.

**	Our out-of-service aircraft are completely unencumbered.

Operating Revenue

The following table compares our Operating Revenue for the three months ended March 31 (in thousands):


	2015		2014		Increase / (Decrease)			Percent Change
Operating Revenue
ACMI	$	189,047	$	198,141	$	(9,094	)		(4.6	)%
Charter		220,138		177,373		42,765			24.1	%
Dry Leasing		31,919		24,676		7,243			29.4	%
Other		3,741		3,173		568			17.9	%

Total Operating Revenue	$	444,845	$	403,363	$	41,482			10.3	%

ACMI revenue decreased $9.1 million, or 4.6%, primarily due to reduced Revenue per Block Hour, partially offset by increased flying. ACMI Revenue per Block Hour was $6,417 for the first three months of 2015, compared to $7,071 in 2014, a decrease of $654 per Block Hour, or 9.2%. The decrease in Revenue per Block Hour reflects the impact of higher Revenue per Block Hour in 2014 resulting from customers that flew below their contractual minimums, payments received in 2014 related to a customer’s return of aircraft, and increased CMI flying in 2015. ACMI Block Hours were 29,460 in the first three months of 2015, compared to 28,023 in 2014, an increase of 1,437 Block Hours, or 5.1%. The increase in Block Hours was primarily driven by the start-up of CMI flying three additional 767-200F aircraft and improvements in ACMI aircraft utilization.

Charter revenue increased $42.8 million, or 24.1%, primarily driven by an increase in both cargo and passenger flying, partially offset by a decrease in Revenue per Block Hour. Charter Block Hours were 11,489 in the first three months of 2015 compared with 8,614 in 2014, an increase of 2,875 Block Hours, or 33.4%. The increase in Charter Block Hours was primarily driven by increased commercial cargo demand, which was enhanced by the U.S. West Coast port disruption, and increased cargo and passenger demand from the AMC. Charter Revenue per Block Hour was $19,161 for the first three months of 2015 compared with $20,591 in 2014, a decrease of $1,430 per Block Hour, or 6.9%. This decrease was primarily driven by the impact from lower fuel prices.

Dry Leasing revenue increased $7.2 million, or 29.4%, primarily due to revenue from maintenance payments related to the scheduled return of a 737-800 passenger aircraft in February 2015.

Operating Expenses

The following table compares our Operating Expenses for the three months ended March 31 (in thousands):


	2015			2014		Increase / (Decrease)			Percent Change
Operating Expenses
Salaries, wages and benefits	$	88,773		$	72,855	$	15,918			21.8	%
Aircraft fuel		78,115			81,744		(3,629	)		(4.4	)%
Maintenance, materials and repairs		58,832			59,046		(214	)		(0.4	)%
Aircraft rent		34,261			35,410		(1,149	)		(3.2	)%
Depreciation and amortization		32,030			28,155		3,875			13.8	%
Navigation fees, landing fees and other rent		23,503			27,126		(3,623	)		(13.4	)%
Travel		20,813			17,282		3,531			20.4	%
Passenger and ground handling services		19,963			19,371		592			3.1	%
Loss on disposal of aircraft		1,209			—		1,209			NM
Special charge		(568	)		8,029		(8,597	)		NM
Other		30,944			26,215		4,729			18.0	%

Total Operating Expenses	$	387,875		$	375,233

NM represents year-over-year changes are not meaningful.

Salaries, wages and benefits increased $15.9 million, or 21.8%, primarily driven by increases to crewmember and ground staff costs due to higher Block Hours, key initiatives and increased profitability.

Aircraft fuel decreased $3.6 million, or 4.4%, primarily due to fuel price decreases, partially offset by increased fuel consumption. The average fuel price per gallon for the Charter business was $2.34 for 2015, compared with $3.23 in 2014, a decrease of 27.6%. Fuel consumption increased by 8.0 million gallons, or 31.7%, reflecting the increase in Charter Block Hours operated. We do not incur fuel expense in our ACMI or Dry Leasing businesses as the cost of fuel is borne by the customer.

Maintenance, materials and repairs were relatively unchanged, reflecting a decrease of $4.9 million for 747-400 aircraft, partially offset by an increase of $4.5 million for 747-8F aircraft. Heavy maintenance on 747-400 aircraft decreased $10.0 million due to a decrease in the number of C and D Checks, and the number of engine overhauls, partially offset by an increase of $4.5 million in Non-heavy maintenance. Heavy Maintenance expense on 747-8F aircraft increased $3.9 million due to an increase in unscheduled engine repairs and an increase in the number of C Checks. Line Maintenance expense on 747-400 aircraft and 747-8F aircraft increased $1.2 million primarily due to increased flying in 2015. Heavy airframe maintenance events and engine overhauls for the three months ended March 31 were:

Depreciation and amortization increased $3.9 million, or 13.8%, primarily due to increased scrapping of rotable parts related to our engine and spare parts purchase program, which avoids more expensive repairs.

Navigation fees, landing fees and other rent decreased $3.6 million, or 13.4%, primarily due to a reduction in purchased capacity from the subcontracting of certain Charter flights.

Travel increased $3.5 million, or 20.4%, primarily due to increased flying and higher rates related to crewmember travel to higher cost locations.

Loss on disposal of aircraft in 2015 resulted from the sale of used unserviceable spare engine component parts and the sale of a 737-800 passenger aircraft.

Special charge in 2014 represents a $5.1 million reserve related to a GSS receivable for a loan made to its 51% U.K. shareholder, a $2.3 million expense recorded for termination benefits for certain GSS employees and a $0.6 million adjustment related to the early termination of operating leases for two 747-400BCF aircraft (see Note 4 to our Financial Statements).

Other increased $4.7 million, or 18.0%, primarily due to increased commission expense on higher revenue from the AMC and increased professional fees to support key initiatives.

Non-operating Expenses (Income)

The following table compares our Non-operating Expenses (Income) for the three months ended March 31 (in thousands):


	2015			2014			Increase / (Decrease)			Percent Change
Non-operating Expenses (Income)
Interest income	$	(4,488	)	$	(4,727	)	$	(239	)		(5.1	)%
Interest expense		24,548			26,452			(1,904	)		(7.2	)%
Capitalized interest		(26	)		(312	)		(286	)		(91.7	)%
Other expense (income), net		675			152			523			NM

Interest expense decreased $1.9 million, or 7.2%, primarily due to a decrease in our average debt balances, reflecting payments of debt.

Income taxes . Our effective income tax rates were 19.4% for the three months ended March 31, 2015 and 38.7% for the three months ended March 31, 2014. The effective income tax rate for the first quarter of 2015 differed from the U.S. federal statutory rate primarily due to an income tax benefit of $4.0 million, net of reserves, related to ETI (see Note 6 to our Financial Statements).

Segments

The following table compares the Direct Contribution of our reportable segments (see Note 8 to our Financial Statements for the reconciliation to Operating income) for the three months ended March 31 (in thousands):


	2015		2014			Increase / (Decrease)			Percent Change
Direct Contribution:
ACMI	$	39,847	$	45,564		$	(5,717	)		(12.5	)%
Charter		30,419		(4,117	)		34,536			NM
Dry Leasing		15,525		8,171			7,354			90.0	%

Total Direct Contribution	$	85,791	$	49,618		$	36,173			72.9	%

Unallocated income and expenses, net	$	48,889	$	35,024		$	13,865			39.6	%

ACMI Segment

ACMI Direct Contribution decreased $5.7 million, or 12.5%, primarily due to the impact of customers that flew below their contractual minimums in 2014.

Charter Segment

Charter Direct Contribution increased $34.5 million, primarily due to an increase in cargo and passenger revenue, as well as higher cargo aircraft utilization driven by increased demand. In addition, Charter Direct Contribution benefited from lower fuel costs and a reduction in Heavy maintenance expense.

Dry Leasing Segment

Dry Leasing Direct Contribution increased $7.4 million, or 90.0%, primarily due to revenue from maintenance payments related to the scheduled return of a 737-800 passenger aircraft in February 2015.

Unallocated income and expenses, net

Unallocated income and expenses, net increased $13.9 million, or 39.6%, primarily due to the timing of incentive compensation driven by higher anticipated earnings in 2015.

Reconciliation of GAAP to non-GAAP Financial Measures

To supplement our Financial Statements presented in accordance with GAAP, we present certain non-GAAP financial measures to assist in the evaluation of our business performance. These non-GAAP financial measures include Adjusted Net Income Attributable to Common Stockholders and adjusted diluted earnings per share (“Adjusted Diluted EPS”), which exclude certain items that impact year-over-year comparisons of our results. These non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

We use these non-GAAP financial measures in assessing the performance of our ongoing operations and in planning and forecasting future periods. We believe that these adjusted measures provide meaningful information to assist investors and analysts in understanding our business results and assessing our prospects for future performance.

The following is a reconciliation of Net Income Attributable to Common Stockholders and Diluted EPS to the corresponding non-GAAP financial measures (in thousands, except per share data):


	For the Three Months Ended
	March 31, 2015			March 31, 2014		Percent Change
Net Income Attributable to Common Stockholders	$	29,232		$	7,944		268.0	%
After-tax impact from:
ETI tax benefit		(4,008	)		—
Special charge (a)		(411	)		3,382
Loss on disposal of aircraft		884			—

Adjusted Net Income Attributable to Common Stockholders	$	25,697		$	11,326		126.9	%


	For the Three Months Ended
	March 31, 2015			March 31, 2014		Percent Change
Diluted EPS	$	1.17		$	0.32		265.6	%
After-tax impact from:
ETI tax benefit		(0.16	)		—
Special charge (a)		(0.02	)		0.13
Loss on disposal of aircraft		0.04			—

Adjusted Diluted EPS	$	1.03		$	0.45		128.9	%

a)	Included in Special charge in 2014 were employee termination benefits, a loan reserve and tax adjustments related to GSS, and an adjustment to lease termination costs for two 747-400BCFs.

Liquidity and Capital Resources

Operating Activities. Net cash provided by operating activities for the first quarter of 2015 was $90.6 million, compared with $41.3 million for the first quarter of 2014. The increase primarily reflects higher earnings and changes in the timing of working capital.

Investing Activities. Net cash used for investing activities was $0.5 million for the first quarter of 2015, consisting primarily of $14.9 million of purchase deposits and delivery payments for flight equipment, and $10.4 million of core capital expenditures, excluding flight equipment. Partially offsetting these investing activities was $24.3 million of proceeds from disposal of aircraft. All capital expenditures for the first quarter of 2015 were funded through working capital. Net cash used for investing activities was $488.1 million for the first quarter of 2014, consisting primarily of $478.7 million of purchase deposits and delivery payments for flight equipment, a $6.0 million increase in restricted cash and $4.1 million of core capital expenditures, excluding flight equipment. Purchase deposits and delivery payments for flight equipment in 2014 were primarily related to the purchase of three 777-200LRF aircraft.

Financing Activities. Net cash used for financing activities was $52.3 million for the first quarter of 2015, which primarily reflected $50.8 million of payments on debt obligations and $6.1 million related to the purchase of treasury stock, partially offset by $4.1 million of customer maintenance reserves received. Net cash provided by financing activities was $404.7 million for the first quarter of 2014, which primarily reflected the proceeds from debt issuance of $572.6 million and $4.2 million of customer maintenance reserves received, partially offset by $151.7 million of payments on debt obligations, $17.0 million of debt issuance costs and $2.4 million related to the purchase of treasury stock. The proceeds from debt issuance and payments of debt obligations reflect the refinancing of a $103.6 million bridge loan with a long-term note.

We consider Cash and cash equivalents, Short-term investments, Restricted cash and Net cash provided by operating activities to be sufficient to meet our debt and lease obligations, to fund capital expenditures for the remainder of 2015 and to repurchase shares of our stock. Core capital expenditures for the remainder of 2015 are expected to be between $30.0 to $35.0 million, which excludes flight equipment and capitalized interest.

We may access external sources of capital from time to time depending on our cash requirements, assessments of current and anticipated market conditions, and the after-tax cost of capital. To that end, we filed a shelf registration statement with the SEC in 2012 that enables us to sell a yet to be determined amount of debt and/or equity securities over the subsequent three years, depending on market conditions, our capital needs and other factors. Our access to capital markets can be adversely impacted by prevailing economic conditions and by financial, business and other factors, some of which are beyond our control. Additionally, our borrowing costs are affected by market conditions and may be adversely impacted by a tightening in credit markets.

We do not expect to pay any significant U.S. federal income tax until 2020 or later. Our business operations are subject to income tax in several foreign jurisdictions. We do not expect to pay any significant cash income taxes in foreign jurisdictions for at least several years. We currently do not intend to repatriate cash from certain foreign subsidiaries that is indefinitely reinvested outside the U.S. Any repatriation of cash from these subsidiaries or certain changes in U.S. tax laws could result in additional tax expense.

Contractual Obligations and Debt Agreements

There were no new debt obligations during the three months ended March 31, 2015. See our 2014 Annual Report on Form 10-K for a tabular disclosure of our contractual obligations as of December 31, 2014 and a description of our debt obligations and amendments thereto.

Off-Balance Sheet Arrangements

There were no material changes in our off-balance sheet arrangements during the three months ended March 31, 2015.

Recent Accounting Pronouncements

See Note 2 to our Financial Statements for a discussion of recent accounting pronouncements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”), as well as other reports, releases and written and oral communications issued or made from time to time by or on behalf of AAWW, contain statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements are based on management’s beliefs, plans, expectations and assumptions, and on information currently available to management. Generally, the words “will,” “may,” “should,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “believe,” “seek,” “project,” “estimate” and similar expressions used in this Report that do not relate to historical facts are intended to identify forward-looking statements.

The forward-looking statements in this Report are not representations or guarantees of future performance and involve certain risks, uncertainties and assumptions. Such risks, uncertainties and assumptions include, but are not limited to, those described in our Annual Report on Form 10-K for the year ended December 31, 2014. Many of such factors are beyond AAWW’s control and are difficult to predict. As a result, AAWW’s future actions, financial position, results of operations and the market price for shares of AAWW’s common stock could differ materially from those expressed in any forward-looking statements. Readers are therefore cautioned not to place undue reliance on forward-looking statements. AAWW does not intend to publicly update any forward-looking statements that may be made from time to time by, or on behalf of, AAWW, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For additional discussion of our exposure to market risk, refer to Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” included in our 2014 Annual Report on Form 10-K.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2015. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

With respect to the fiscal quarter ended March 31, 2015, the information required in response to this Item is set forth in Note 9 to our Financial Statements and such information is incorporated herein by reference. Such description contains all of the information required with respect hereto.

ITEM 1A.

RISK FACTORS

For additional risk factors that may cause actual results to differ materially from those anticipated, please refer to our 2014 Annual Report on Form 10-K.

ITEM 6.

EXHIBITS

Exhibits

See accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						Atlas Air Worldwide Holdings, Inc.

Dated: April 30, 2015						/s/ William J. Flynn
						William J. Flynn
						President and Chief Executive Officer

Dated: April 30, 2015						/s/ Spencer Schwartz
						Spencer Schwartz
						Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description

10		Atlas Air, Inc. 401(k) Restoration and Voluntary Deferral Plan Restated Effective as of February 11, 2011, as Further Amended Effective January 1, 2015.

31.1		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer, furnished herewith.

31.2		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer, furnished herewith.

32.1		Section 1350 Certifications, furnished herewith.

101.INS		XBRL Instance Document. *

101.SCH		XBRL Taxonomy Extension Schema Document. *

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document. *

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document. *

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document. *

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. *

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, (ii) Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014, (v) Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2015 and 2014 and (vi) Notes to Unaudited Consolidated Financial Statements. In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Exhibit 10

ATLAS AIR, INC.

401(k) RESTORATION AND VOLUNTARY DEFERRAL PLAN

Restated Effective as of February 11, 2011

As Further Amended Effective January 1, 2015

TABLE OF CONTENTS


ARTICLE I NAME AND PURPOSE OF PLAN AND DEFINITIONS		1

1.1	Name and effective date.	1

1.2	Status of Plan.	1

1.3	Definitions.	1

ARTICLE II ELIGIBILITY AND PARTICIPATION		4

2.1	Eligibility to participate.	4

2.2	Termination of participation.	5

ARTICLE III CREDITS; ELECTIONS TO DEFER; NOTIONAL INVESTMENT OF ACCOUNTS		5

3.1	Employer Credits.	5

3.2	Elective Credits.	5

3.3	Accounts.	6

ARTICLE IV VESTING		6

4.1	Vesting of Elective Credits.	6

4.2	Vesting of Employer Credits.	7

ARTICLE V PLAN DISTRIBUTIONS		7

5.1	Time and form of payment.	7

5.2	Designation of Beneficiary; Death.	7

5.3	Certain tax matters.	8

ARTICLE VI ADMINISTRATION OF THE PLAN		8

6.1	Administrator.	8

6.2	Indemnification.	8

6.3	Claims and appeal procedures.	8

ARTICLE VII AMENDMENT AND TERMINATION		9

7.1	Amendment; termination.	9

7.2	Effect of amendment or termination.	9

ARTICLE VIII MISCELLANEOUS PROVISIONS		9

8.1	Source of payments.	9

8.2	Inalienability of benefits.	9


8.3	Expenses.	9

8.4	No right of employment.	9

8.5	Headings.	9

8.6	Acceptance of Plan terms.	9

8.7	Construction.	9

-2-

ARTICLE I

NAME AND PURPOSE OF PLAN AND DEFINITIONS

1.1	Name and effective date . The Plan set forth herein is the Atlas Air, Inc. 401(k) Restoration and Voluntary Deferral Plan, restated effective February 11, 2011.

1.2

Status of Plan; Section 409A, etc . . The Plan is intended to be (i) a plan described in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA, and (ii) a nonqualified deferred compensation plan that complies in form and operation with Section 409A. Notwithstanding the foregoing, neither the Company nor any parent, subsidiary or affiliate, nor any officer, director or employee of the Company or of any parent, subsidiary or affiliate shall be liable to any Participant or to any other person by reason of any failure or asserted failure of the Plan so to qualify, in whole or in part. Without limiting the generality of the foregoing and for the avoidance of doubt, (i) if at the time of a Participant’s Separation From Service the Participant is determined by the Administrator to be a specified employee under Treasury Regulation Section 1.409A-1(i), any and all amounts payable under the Plan on account of such Separation From Service that constitute nonqualified deferred compensation and would otherwise be payable within six (6) months following the date of Separation From Service shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; and (ii) if any portion of an Account is determined by the Administrator to be includible, by reason of Section 409A, in a Participant’s or Beneficiary’s income, such portion shall be paid by the Company to such Participant or Beneficiary in a manner consistent with Section 409A and the regulations thereunder.

1.3	Definitions . When used herein, the following words shall have the meanings indicated below.

(a)

“Account” : an account described in Section 3.3, including any sub-accounts that the Administrator may establish.

(b)

“ Administrator ”: the Administrator appointed pursuant to Section 6.1.

(c)

“Basic Plan” : the Atlas Air, Inc. Retirement Plan, as from time to time amended and in effect.

(d)

“ Basic Plan Compensation ” : for purposes of calculating the Employer Credits, for any Participant for any Plan Year, all items of remuneration for such Plan Year that would be eligible for deferral by the Participant under the Basic Plan, determined with regard to the dollar limit in effect for such Plan Year under Section 401(a)(17) of the Code. For any Plan Year, the amount of Basic Plan Compensation allocable to any day shall equal the total amount of Basic Plan Compensation for the year divided by three hundred sixty-five (365). For the avoidance of doubt, Basic Plan Compensation for the Plan Year ending December 31, 2011 shall also include amounts that would have qualified as Basic Compensation for the period January 1, 2011 through February 10, 2011.

(e)

“ Beneficiary ” : in respect of any Participant, the person or persons that are treated as the Participant’s Beneficiary in accordance with Section 5.2(a).

(f)

“Change in Control” : means a “change in control event” (as that term is defined at Section 1.409A-3(i)(5) of the Treasury Regulations) with respect to the Company, which generally will include the following events, subject to such additional rules and requirements as may be set forth in the Treasury Regulations and related guidance:

(1)

a transfer or issuance of stock of the Company, where stock in the Company remains outstanding after the transaction, and one person, or more than one person acting as a group (as determined under the Treasury Regulations), acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company (however, if a person or group is considered to own more than 50% of the total fair market value or 30% of the total voting power of the stock of the Company, the acquisition of additional stock by the same person or group will not be considered a change in control for purposes of this Section 2(f));

(2)

the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of ownership of stock possessing 30% or more of the total voting power of the Company (however, if a person or group is considered to control the Company within the meaning of this sentence (i.e.,owns stock of the Company possessing 30% of the total voting power of the Company), then the acquisition of additional control will not be considered a change in control for purposes of this Section 2(1));

(3)

the replacement of a majority of members of the Company’s Board of Directors during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the appointment or election; or

(4)

the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company, as determined under the Treasury Regulations (however, a transfer of assets to certain related persons, as provided under the Treasury Regulations, or to an entity that is controlled by the shareholders of the Company immediately after the transfer, will not be considered a change in control for purposes of this Section 2(f)).

(g)

“ Code ” : the Internal Revenue Code of 1986, as amended from time to time.

(h)

“Committee” : the Compensation Committee of the Board of Directors of Atlas Air Worldwide Holdings, Inc.

(i)

“Company” : Atlas Air, Inc.

(j)

“Credit” : any or all, as the context requires, of an Elective Credit or an Employer Credit.

(k)

“Deferred Compensation Agreement” : a written agreement described in Section 3.2(a).

(l)

“Disabled” and the correlative term “Disability” : a Participant will be considered Disabled (as that term is defined in Section 409A(a)(2)(C) of the Internal Revenue Code) on the date as of which, in the Administrator’s determination, he or she: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months, under an accident and health plan covering employees of the Company.

(m)

“Elective Credit” : an amount credited under Section 3.2.

(n)

“Eligible Employee” : an employee who meets the eligibility criteria set forth in Section 2.1.

(o)

“Eligible Compensation” : with respect to Employer Credits, for any Participant for any Plan Year, the excess of (i) all items of remuneration (other than Equity Compensation) for such Plan Year that would be eligible for deferral by the Participant under the Basic Plan, determined without regard to any dollar limits in effect under the Code, over (ii) the dollar limit in effect for such Plan Year under Section 401(a)(17) of the Code. For any Plan Year, the amount of Eligible Compensation allocable to any day shall equal the total amount of Eligible Compensation for the year divided by three hundred sixty-five (365). For the avoidance of doubt, Eligible Compensation for the Plan Year ending December 31, 2011 shall also include amounts that would have qualified as Eligible Compensation for the period January 1, 2011 through February 10, 2011.

(p)

“Employer Credit” : an amount credited under Section 3.1.

(q)

“Equity Compensation” : all items of remuneration received by a Participant pursuant to an stock-based award under the Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan, the Atlas Air Worldwide Holdings, Inc. 2004 Long Term Incentive and Share Award Plan or any other plan of the Company or its parent, subsidiary or affiliate providing for awards of stock-based incentive compensation.

(r)

“Participant” : an Eligible Employee who has an Account under the Plan.

(s)

“Pay” : with respect to Elective Credits, for any Participant for any Plan Year, the sum of base salary plus any cash bonus and/or cash incentive pay. Base salary shall be treated as Pay for a Plan Year only if it is or, but for deferral under the Plan or the Basic Plan, would be paid on a current basis in respect of services performed during the Plan Year. Cash bonuses and/or cash incentive pay shall be treated as Pay for a Plan Year (the “first Plan Year”) only if it is or, but for deferral under the Plan or the Basic Plan, would be paid not later than the following Plan Year in respect of a performance period consisting of the first Plan Year.

(t)

“Plan” : this Atlas Air, Inc. 401(k) Restoration and Voluntary Deferral Plan, as from time to time amended and in effect.

(u)

“Section 409A” : Section 409A of the Code.

(v)

“Separation from Service” : a separation from service, within the meaning of Treas. Regs. §1.409A-1(h), with the Company and any other company that would be treated as a single employer with the Company under the first sentence of Treas. Regs. §1.409A-1(h)(3); and correlative terms shall be construed to have a corresponding meaning.

To the extent permitted by the Administrator, the terms “written,” “in writing,” and terms of similar import shall include communications by electronic media.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1	Eligibility to participate .

(a)

General Rule . Except as provided in Section 2.1(b), an individual shall be eligible to receive Credits under the Plan for a Plan Year only if, as of the immediately preceding December 31 (the “eligibility determination date”), he or she holds the title of Executive Vice President or above of the Company. Any individual who has satisfied the eligibility requirements of this Section 2.1 as of the December 31 immediately preceding a Plan Year shall remain an Eligible Employee for the entirety of the Plan Year or until his or her Separation from Service if earlier. All determinations by the Administrator under this Section 2.1 for a Plan Year shall be made not later than by the immediately preceding eligibility determination date.

(b)

Special Rule for Newly Eligible Individuals . An individual who, by reason of commencement of employment or promotion during a Plan Year, would first

satisfy the requirements for eligibility then in effect under Section 2.1(a) as of a date during such Plan Year (the “mid-year eligibility determination date”), will be treated as an Eligible Employee for the remainder of the Plan Year. For purposes of the preceding sentence, the rules of Section 1.409A-2(a)(7) shall apply.

2.2

Termination of participation . The Committee may terminate an Eligible Employee’s participation in the Plan at any time. If an Eligible Employee’s participation in the Plan terminates hereunder, the Participant’s Account shall continue to be adjusted for notional earnings until it is distributed as further provided in Section 3.3. No termination of participation shall result in a cessation or refund of deferrals for which the deferral election has already been made, except in a manner that is consistent with compliance with the requirements of Section 409A.

ARTICLE III

CREDITS; ELECTIONS TO DEFER; NOTIONAL INVESTMENT OF ACCOUNTS

3.1

Employer Credits . For each Plan Year, an Eligible Employee shall be entitled to an Employer Credit equal to (a) the excess of 5% of Basic Plan Compensation over half the limit in effect for such Plan Year described in Section 402(g)(1)(A) of the Code (without regard to Section 402(g)(1)(C) of the Code) plus (b) 5% of the Participant’s Eligible Compensation for such Plan Year. Employer Credits for a Plan Year shall be added to the Participant’s Account as of and as soon as practicable following the earlier of (i) the last day of the Plan Year, (ii) the Participant becoming Disabled, (iii) the date of the Participant’s Separation from Service, (iv) the date of the Participant’s death, or (v) a Change in Control.

3.2	Elective Credits .

(a)

Deferred Compensation Agreement . An Eligible Employee may elect to defer a portion of his or her Pay for a Plan Year (or, in the case of an Eligible Employee described in Section 2.1(b), for the balance of the Plan Year of initial eligibility) by entering into a Deferred Compensation Agreement with the Company. Elective Credits equal to the amounts deferred shall be credited to the Participant’s Account as soon as practicable after the deferral is withheld from Pay.

(b)

Election procedures and deadlines: deferrals of base salary . In general, a Deferred Compensation Agreement with respect to Pay consisting of base salary must be entered into, in accordance with such procedures as the Administrator may establish, prior to the beginning of the Plan Year in which the services relating to such base salary are to be performed. In the case of an Eligible Employee described in Section 2.1(b), a Deferred Compensation Agreement with respect to Pay consisting of base salary for the balance of the Plan Year of initial eligibility must be entered into within thirty (30) days of initial eligibility and shall apply only to base salary for services performed after the date of such Agreement.

(c)

Election procedures and deadlines; deferrals of cash bonuses or other cash incentive pay . In general, a Deferred Compensation Agreement with respect to Pay consisting of cash bonuses or other cash incentive pay must be entered into prior to the beginning of the Plan Year in which any portion of the services relating to such bonus or incentive pay is performed. Notwithstanding the foregoing, (i) in the case of cash bonuses or other cash incentive pay that in the Administrator’s judgment will qualify under Section 409A of the Code as “performance-based compensation” that has not yet become readily ascertainable, a Deferred Compensation Agreement with respect to such pay may be entered into as late as six (6) months before the end of the performance period if the Eligible Employee has been in continuous employment with the Company since the later of the beginning of the performance period or the date the performance criteria are established, and (ii) in the case of an Eligible Employee described in Section 2.1(b) above, any Deferred Compensation Agreement with respect to cash bonuses or other cash incentive pay for the balance of the Plan Year of initial eligibility must be entered into with thirty (30) days of initial eligibility and, unless clause (i) of this Section 3.2(c) is applicable, shall apply only to the portion of such bonuses or incentive pay determined by multiplying the total amount of such bonuses or incentive pay by a fraction, the numerator of which is the number of days from the date of such Deferred Compensation Agreement until the close of the Plan Year and the denominator of which is three hundred sixty five (365).

(d)

Other requirements . Except as otherwise determined by the Administrator, a new Deferred Compensation Agreement must be timely executed for each Plan Year and shall be effective only if accepted and approved by the Administrator by the applicable deadline.

(e)

Amount of Deferrals . The Administrator may, prior to the effectiveness of any Deferred Compensation Agreement, limit the amount of Pay eligible to be deferred under such Agreement.

3.3

Accounts . The Administrator shall establish for each Participant an Account together with such sub-accounts as in the determination of the Administrator are needed or appropriate to reflect the Credits described above as well as debits and other adjustments, including without limitation adjustments for notional (hypothetical) earnings as described in this Section 3.3. Notional earnings shall be added to a Participant’s Account as of and as soon as practicable following the earlier of (i) the last day of the Plan Year, (ii) the Participant becoming Disabled, (iii) the date of the Participant’s Separation from Service, (iv) the date of the Participant’s death, or (v) a Change in Control and will be calculated using the U.S. prime interest rate as reported in The Wall Street Journal as of the day prior to the date such earnings are added to a Participant’s Account.

ARTICLE IV

VESTING

4.1	Vesting of Elective Credits . The portions of each Account that reflect Elective Credits, together with related notional earnings, shall be fully vested at all times. The fact that an

Account or any portion thereof is fully vested shall not give the Participant (or his or her Beneficiary(ies)) or any other person any right to receive the value of such Account (as the same may from time to time be adjusted) except in accordance with the terms of the Plan.

4.2

Vesting of Employer Credits . Provided a Participant remains employed by the Company, the portions of each Account that reflect Employer Credits together with related notional earnings shall vest 100% on the third anniversary of the Participant’s initial eligibility for the Plan. Notwithstanding the above, for purposes of this Section 4.2, a Participant who is an Eligible Employee on February 11, 2011 shall be deemed to be initially eligible for the Plan on the first day he or she held the position of senior vice president or above of the Company. The portions of each Account that reflect Employer Credits credited to a Participant’s Account on or after the Participant’s third anniversary shall be fully vested at all times. The fact that an Account or any portion thereof is fully vested shall not give the Participant (or his or her Beneficiary(ies)) or any other person any right to receive the value of such Account (as the same may from time to time be adjusted) except in accordance with the terms of the Plan.

ARTICLE V

PLAN DISTRIBUTIONS

5.1	Time and form of payment . Except as otherwise provided herein, each Account, and related notional earnings, shall be paid in a single lump sum to the Participant within 60 days following the earliest to occur of:

(a)

The Participant becoming Disabled; or

(b)

The Participant’s Separation From Service;

(c)

The Participant’s death; or

(d)

A Change in Control.

5.2	Designation of Beneficiary; Death .

(a)

Designation of Beneficiary . A Participant may designate, in writing in a form acceptable to the Administrator, one or more beneficiaries under the Plan, who may be the same or different than those named under the Basic Plan, to receive benefits, if any, payable upon the Participant’s death; provided, that in the absence of any beneficiary so designated, benefits payable following death shall be paid to the Participant’s estate.

(b)

Death . If a Participant dies while still employed by the Company, or following a Separation from Service but prior to the complete distribution of his or her Account, the Participant’s Account shall be paid to his or her Beneficiary in a lump sum as soon as reasonably practicable, but not later than 60 days, following such Participant’s death. The Administrator reserves the right to require as a condition of payment of any death benefit hereunder a certified death certificate or other confirmation of death satisfactory to the Administrator with respect to a payment to be made to a Participant’s Beneficiary.

5.3

Certain tax matters . Payments hereunder shall be reduced by required tax withholdings. To the extent any deferral or credit under the Plan results in current “wages” for FICA purposes, the Company may reduce other pay of the Participant to satisfy withholding requirements related thereto; but if there is no other pay (or if the Company fails to withhold from such other pay to satisfy its FICA withholding obligations), the Participant’s Account shall be appropriately reduced (in a manner consistent with Section 409A and the regulations thereunder) by the amount of the required withholding.

ARTICLE VI

ADMINISTRATION OF THE PLAN

6.1

Administrator . Except as the Committee may otherwise determine, the Administrator shall be the Director of Benefits or such other person holding the most senior position in the Benefits Department of the Company as from time to time in office, and his or her delegates. The Administrator shall have complete discretionary authority to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Administrator acted arbitrarily and capriciously. However, no individual acting, directly or by delegation, as the Administrator may determine his or her own rights or entitlements under the Plan. The Administrator shall establish such rules and procedures, maintain such records and prepare such reports as it considers to be necessary or appropriate to carry out the purposes of the Plan.

6.2

Indemnification . To the extent permitted by law and not prohibited by its charter and by-laws, the Company will indemnify and hold harmless every person serving (directly or by delegation) as Administrator and the estate of such an individual if he or she is deceased from and against all claims, loss, damages, liability and reasonable costs and expenses incurred in carrying out his or her responsibilities as Administrator, unless due to the gross negligence, bad faith or willful misconduct of such individual; provided , that counsel fees and amounts paid in settlement must be approved by the Company; and further provided , that this Section 6.2 will not apply to any claims, loss, damages, liability or costs and expenses which are covered by a liability insurance policy maintained by the Company or by the individual. The provisions of the preceding sentence shall not apply to any corporate trustee, insurance company, investment manager or outside service provider (or to any employee of any of the foregoing) unless the Company otherwise specifies in writing.

6.3	Claims and appeal procedures . The Administrator shall establish claims and appeals procedures for the Plan under Section 503 of ERISA, which procedures (as from time to time amended and in effect) shall be deemed a part of the Plan and incorporated herein.

ARTICLE VII

AMENDMENT AND TERMINATION

7.1

Amendment; termination . By action of the Committee or its delegate, the Company reserves the absolute right at any time and from time to time to amend any or all provisions of the Plan, and to terminate the Plan at any time. In addition, the Administrator shall have the right at any time and from time to time to make amendments to the Plan (in general or with respect to one or more individual Participants or Beneficiaries) that are administrative in nature, including, without limitation, amendments coordinating the provisions of the Plan with the terms of any severance, separation or similar plan or agreement.

7.2

Effect of amendment or termination . No action under Section 7.1 shall operate to reduce the balance of a Participant’s Account with respect to amounts that have been added to the Participant’s Account as compared to such balance immediately prior to the effectiveness of such action, other than through a distribution upon a termination and liquidation of the Plan in accordance with the requirements of Treas. Regs. §1.409A-3(j)(4)(ix)).

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1

Source of payments . All payments hereunder to Participants and their Beneficiaries shall be paid from the general assets of the Company, including for this purpose, if the Company in its sole discretion so determines, assets of one or more trusts established in a manner consistent with Section 1.2 above to assist in the payment of benefits hereunder.

8.2	Inalienability of benefits . Except as required by law, no benefit under, or interest in, the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void.

8.3	Expenses . The Company shall pay all costs and expenses incurred in operating and administering the Plan.

8.4	No right of employment . Nothing contained herein, nor any action taken under the provisions hereof, shall be construed as giving any Participant the right to be retained in the employ of the Company.

8.5	Headings . The headings of the sections in the Plan are placed herein for convenience of reference, and, in the case of any conflict, the text of the Plan, rather than such heading, shall control.

8.6	Acceptance of Plan terms . By receiving Employer Credits or executing a Deferred Compensation Agreement, a Participant agrees, on his or her behalf and on behalf of his or her Beneficiaries, to abide by the terms of the Plan and the determinations of the Administrator with respect thereto.

8.7	Construction . The Plan shall be construed, regulated, and administered in accordance with the laws of New York and applicable federal laws.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by it duly respective duly authorized officer as of the 1 ^st day of January, 2015.


ATLAS AIR, INC.

By:		/s/ Adam R. Kokas
		Adam R. Kokas
		Executive Vice President

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

I, William J. Flynn, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q 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;

The registrant’s other certifying officer(s) 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

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 registrant’s 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 registrant’s internal control over financial reporting.

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

I, Spencer Schwartz, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q 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;

The registrant’s other certifying officer(s) 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:

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 32.1

Section 1350 Certifications

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Atlas Air Worldwide Holdings, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), we, William J. Flynn and Spencer Schwartz, Chief Executive Officer and Chief Financial Officer, respectively, of the Company certify that to our knowledge:

1. the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2015

/s/ William J. Flynn

William J. Flynn

President and Chief Executive Officer

/s/ Spencer Schwartz

Spencer Schwartz

Executive Vice President and Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company