10-Q

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 June 30, 2015

OR

¨ 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

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.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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 July 27, 2015, there were 25,052,851 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 June 30, 2015 and December 31, 2014 (unaudited)		3
	Consolidated Statements of Operations for the Three and Six Months ended June 30, 2015 and 2014 (unaudited)		4
	Consolidated Statements of Comprehensive Income for the Three and Six Months ended June 30, 2015 and 2014 (unaudited)		5
	Consolidated Statements of Cash Flows for the Six Months ended June 30, 2015 and 2014 (unaudited)		6
	Consolidated Statements of Stockholders’ Equity as of and for the Six Months ended June 30, 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		17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		29
Item 4.	Controls and Procedures		29
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		30
Item 1A.	Risk Factors		30
Item 6.	Exhibits		30
	Signatures		31
	Exhibit Index		32

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Atlas Air Worldwide Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)

	June 30, 2015			December 31, 2014
Assets
Current Assets
Cash and cash equivalents	$	514,750		$	298,601
Short-term investments		24,373			17,802
Restricted cash		15,731			14,281
Accounts receivable, net of allowance of $1,631 and $1,658, respectively		152,906			162,092
Prepaid maintenance		15,589			20,806
Deferred taxes		41,862			40,923
Prepaid expenses and other current assets		31,313			51,599
Total current assets		796,524			606,104
Property and Equipment
Flight equipment		3,489,587			3,448,791
Ground equipment		55,227			51,418
Less: accumulated depreciation		(400,368	)		(348,036	)
Purchase deposits for flight equipment		58,820			20,054
Property and equipment, net		3,203,266			3,172,227
Other Assets
Long-term investments and accrued interest		106,951			120,478
Deposits and other assets		77,337			80,258
Intangible assets, net		62,918			67,410
Total Assets	$	4,246,996		$	4,046,477
Liabilities and Equity
Current Liabilities
Accounts payable	$	39,274		$	42,864
Accrued liabilities		261,342			251,594
Current portion of long-term debt		180,902			181,202
Total current liabilities		481,518			475,660
Other Liabilities
Long-term debt		1,812,483			1,736,739
Deferred taxes		370,216			350,868
Other liabilities		67,442			65,415
Total other liabilities		2,250,141			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; 28,938,970 and 28,561,160 shares issued, 25,050,599 and 24,807,718, shares outstanding (net of treasury stock), as of June 30, 2015 and December 31, 2014, respectively		289			286
Additional paid-in-capital		618,911			573,133
Treasury stock, at cost; 3,888,371 and 3,753,442 shares, respectively		(151,636	)		(145,322	)
Accumulated other comprehensive loss		(9,119	)		(9,572	)
Retained earnings		1,056,892			999,270
Total equity		1,515,337			1,417,795
Total Liabilities and Equity	$	4,246,996		$	4,046,477

See accompanying Notes to Unaudited Consolidated Financial Statements

3

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Operating Revenue
ACMI	$	189,255		$	186,720		$	378,302		$	384,861
Charter		235,436			225,234			455,574			402,607
Dry leasing		27,401			25,524			59,320			50,200
Other		3,741			3,691			7,482			6,864
Total Operating Revenue		455,833			441,169			900,678			844,532
Operating Expenses
Salaries, wages and benefits		86,862			77,948			175,635			150,803
Aircraft fuel		96,711			103,842			174,826			185,586
Maintenance, materials and repairs		41,438			50,386			100,270			109,432
Aircraft rent		36,811			34,826			71,072			70,236
Depreciation and amortization		31,936			30,381			63,966			58,536
Navigation fees, landing fees and other rent		22,666			30,906			46,169			58,032
Travel		23,830			18,774			44,643			36,056
Passenger and ground handling services		21,353			21,859			41,316			41,230
Loss on disposal of aircraft		114			14,679			1,323			14,679
Special charge		499			1,449			(69	)		9,477
Other		32,329			29,462			63,273			55,678
Total Operating Expenses		394,549			414,512			782,424			789,745
Operating Income		61,284			26,657			118,254			54,787
Non-operating Expenses (Income)
Interest income		(4,425	)		(4,719	)		(8,913	)		(9,446	)
Interest expense		25,033			26,365			49,581			52,817
Capitalized interest		(177	)		(67	)		(203	)		(379	)
Other expense (income), net		(284	)		(88	)		391			64
Total Non-operating Expenses (Income)		20,147			21,491			40,856			43,056
Income before income taxes		41,137			5,166			77,398			11,731
Income tax expense		12,747			(23,815	)		19,776			(21,276	)
Net Income		28,390			28,981			57,622			33,007
Less: Net income (loss) attributable to noncontrolling interests		—			(612	)		—			(4,530	)
Net Income Attributable to Common Stockholders	$	28,390		$	29,593		$	57,622		$	37,537
Earnings per share:
Basic	$	1.13		$	1.17		$	2.31		$	1.49
Diluted	$	1.13		$	1.17		$	2.29		$	1.49
Weighted average shares:
Basic		25,029			25,241			24,953			25,169
Diluted		25,198			25,279			25,135			25,215

See accompanying Notes to Unaudited Consolidated Financial Statements

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Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Net Income	$	28,390		$	28,981		$	57,622		$	33,007
Other comprehensive income (loss):
Interest rate derivatives:
Net change in fair value		—			—			—			(251	)
Reclassification to interest expense		638			682			1,288			1,372
Income tax expense		(244	)		(261	)		(492	)		(506	)
Foreign currency translation:
Translation adjustment		(285	)		191			(343	)		349
Other comprehensive income		109			612			453			964
Comprehensive Income		28,499			29,593			58,075			33,971
Less: Comprehensive income (loss) attributable to noncontrolling interests		—			(515	)		—			(4,352	)
Comprehensive Income Attributable to Common Stockholders	$	28,499		$	30,108		$	58,075		$	38,323

See accompanying Notes to Unaudited Consolidated Financial Statements

5

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	For the Six Months Ended
	June 30, 2015			June 30, 2014
Operating Activities:
Net Income	$	57,622		$	33,007
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and amortization		73,263			67,195
Accretion of debt securities discount		(3,760	)		(4,081	)
Provision for allowance for doubtful accounts		46			232
Special charge, net of cash payments		(715	)		7,171
Loss on disposal of aircraft		1,323			14,679
Deferred taxes		19,773			(21,498	)
Stock-based compensation expense		9,837			5,805
Changes in:
Accounts receivable		10,135			(23,248	)
Prepaid expenses and other current assets		8,937			27,613
Deposits and other assets		1,645			(4,603	)
Accounts payable and accrued liabilities		(7,009	)		4,854
Net cash provided by operating activities		171,097			107,126
Investing Activities:
Capital expenditures		(22,117	)		(10,653	)
Purchase deposits and payments for flight equipment		(62,841	)		(494,072	)
Changes in restricted cash		(1,450	)		(6,724	)
Proceeds from short-term investments		2,394			2,060
Proceeds from disposal of aircraft		24,625			—
Net cash used for investing activities		(59,389	)		(509,389	)
Financing Activities:
Proceeds from debt issuance		224,500			572,552
Customer maintenance reserves received		8,701			8,757
Customer maintenance reserves paid		(1,752	)		—
Proceeds from sale of warrants		36,290			—
Payments for convertible note hedges		(52,903	)		—
Proceeds from stock option exercises		1,193			—
Purchase of treasury stock		(6,314	)		(4,377	)
Excess tax benefit from stock-based compensation expense		588			(1,973	)
Payment of debt issuance costs		(6,812	)		(17,087	)
Payments of debt		(99,050	)		(201,021	)
Net cash provided by financing activities		104,441			356,851
Net increase (decrease) in cash and cash equivalents		216,149			(45,412	)
Cash and cash equivalents at the beginning of period		298,601			321,816
Cash and cash equivalents at the end of period	$	514,750		$	276,404
Non-cash Investing and Financing Activities:
Acquisition of flight equipment included in Accounts payable and accrued liabilities	$	6,940		$	29,087
Disposition of aircraft included in Accounts receivable	$	—		$	7,000

See accompanying Notes to Unaudited Consolidated Financial Statements

6

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)		—		—			—			—			37,537		37,537			(4,530	)		33,007
Other comprehensive income (loss)		—		—			—			786			—		786			178			964
Stock option and restricted stock compensation		—		—			5,805			—			—		5,805			—			5,805
Purchase of 129,430 shares of treasury stock		—		(4,377	)		—			—			—		(4,377	)		—			(4,377	)
Issuance of 346,925 shares of restricted stock		3		—			(3	)		—			—		—			—			—
Tax benefit (expense) on restricted stock and stock options		—		—			(1,973	)		—			—		(1,973	)		—			(1,973	)
Balance at June 30, 2014	$	285	$	(130,203	)	$	565,310		$	(9,891	)	$	930,050	$	1,355,551		$	—		$	1,355,551
	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)		—		—			—			—			57,622		57,622			—			57,622
Other comprehensive income (loss)		—		—			—			453			—		453			—			453
Stock option and restricted stock compensation		—		—			9,837			—			—		9,837			—			9,837
Purchase of 134,929 shares of treasury stock		—		(6,314	)		—			—			—		(6,314	)		—			(6,314	)
Exercise of 25,373 employee stock options		—		—			1,193			—			—		1,193			—			1,193
Issuance of 352,437 shares of restricted stock		3		—			(3	)		—			—		—			—			—
Equity component of convertible notes, net of tax		—		—			32,233			—			—		32,233			—			32,233
Purchase of convertible note hedges, net of tax		—		—			(33,837	)		—			—		(33,837	)		—			(33,837	)
Issuance of warrants		—		—			36,290			—			—		36,290			—			36,290
Tax benefit (expense) on restricted stock and stock options		—		—			65			—			—		65			—			65
Balance at June 30, 2015	$	289	$	(151,636	)	$	618,911		$	(9,119	)	$	1,056,892	$	1,515,337		$	—		$	1,515,337

See accompanying Notes to Unaudited Consolidated Financial Statements

7

Atlas Air Worldwide Holdings, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 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 June 30, 2015, the results of operations for the three and six months ended June 30, 2015 and 2014, comprehensive income for the three and six months ended June 30, 2015 and 2014, cash flows for the six months ended June 30, 2015 and 2014, and shareholders’ equity as of and for the six months ended June 30, 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. In July 2015, the FASB voted to defer the effective date by one year to the beginning of 2018 and permit 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 on our balance sheet as a reduction of debt was $55.6 million at June 30, 2015 and $55.1 million at December 31, 2014.

8

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				For the Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Revenue and Expenses:
ACMI segment revenue from Polar	$	94,105	$	74,144	$	185,518	$	143,839
Other revenue from Polar	$	2,842	$	2,842	$	5,687	$	5,684
Ground handling and airport fees paid to Polar	$	436	$	448	$	1,227	$	772

	June 30, 2015		December 31, 2014
Accounts receivable/payable as of:
Receivables from Polar	$	6,526	$	5,702
Payables to Polar	$	641	$	2,611
	June 30, 2015		December 31, 2014
Aggregate Carrying Value of Polar Investment as of:	$	4,870	$	4,870

GATS

We hold a 50% interest in GATS GP (BVI) 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 June 30, 2015 and December 31, 2014, our investment in GATS was $18.8 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 $1.7 million as of June 30, 2015 and $1.5 million as of December 31, 2014.

4. Special Charge

During the three and six months ended June 30, 2014, we recognized $1.6 million and $3.9 million, respectively, 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 $5.2 million during the six months ended June 30, 2014 related to a loan from Global Supply Systems Limited (“GSS”), a consolidated subsidiary, to its then 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		(532	)		35			14			(483	)
Cash payments		(1,817	)		(1,049	)		(114	)		(2,980	)
Liability as of June 30, 2015	$	88		$	—		$	—		$	88

Substantially all remaining cash payments related to Special charge liabilities are expected to be paid in 2015.

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5. Accrued Liabilities

Accrued liabilities consisted of the following as of:

	June 30, 2015		December 31, 2014
Customer maintenance reserves	$	65,042	$	64,756
Maintenance		45,544		50,702
Aircraft fuel		37,262		15,078
Salaries, wages and benefits		37,122		48,548
Deferred revenue		13,406		10,705
Other		62,966		61,805
Accrued liabilities	$	261,342	$	251,594

6. Debt

Convertible Notes

In June 2015, we issued $224.5 million aggregate principal amount of convertible senior notes (the “Convertible Notes”) in an underwritten public offering. The Convertible Notes are senior unsecured obligations and accrue interest payable semi-annually on June 1 and December 1 of each year at an annual rate of 2.25%. The Convertible Notes will mature on June 1, 2022, unless earlier converted or repurchased pursuant to their terms.

We used a portion of the net proceeds in June 2015 to fund the cost of the convertible note hedge transactions, described below, and in July 2015 to refinance higher-rate equipment notes funded by Enhanced Equipment Trust Certificates (“EETCs”) related to three 747-400 freighter aircraft. We expect to use a portion of the net proceeds during the third quarter of 2015 to refinance additional higher-rate EETCs for two 747-400 freighter aircraft, for which we issued a notice of redemption in July 2015. In addition, we expect to use a portion of the net proceeds for working capital and capital expenditures, for repayment or refinancing of debt, and for general corporate purposes.

Each $1,000 of principal of the Convertible Notes will initially be convertible into 13.5036 shares of our common stock, which is equal to an initial conversion price of $74.05 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest, except in certain limited circumstances. Upon the occurrence of a “make-whole fundamental change,” we will, in certain circumstances, increase the conversion rate by a number of additional shares of our common stock for Convertible Notes converted in connection with such “make-whole fundamental change”. Additionally, if we undergo a “fundamental change,” a holder will have the option to require us to repurchase all or a portion of its Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unpaid interest through, but excluding, the fundamental change repurchase date.

In connection with the offering of the Convertible Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) a total of 3,031,558 shares of our common stock at a price of $74.05 per share. The total cost of the convertible note hedge transactions was $52.9 million. In addition, we sold warrants to the option counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of 3,031,558 shares of our common stock at a price of $95.01. We received $36.3 million in cash proceeds from the sale of these warrants.

Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any actual dilution from the conversion of the Convertible Notes and to effectively increase the overall conversion price from $74.05 to $95.01 per share. The $16.6 million net cost incurred in connection with the convertible note hedges and warrants was recorded as a reduction to additional paid-in capital, net of tax, in the consolidated balance sheet as of June 30, 2015.

On or after September 1, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or a portion of its Convertible Notes.

Upon conversion, the Convertible Notes will be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock. Our current intent and policy is to settle conversions with a combination of cash and shares of common stock with the principal amount of the Convertible Notes paid in cash.

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Holders may convert their Convertible Notes at their option at any time prior to September 1, 2021, only under the following circumstances:

• during any calendar quarter (and only during such calendar quarter) commencing after September 30, 2015 if, for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price of our common stock for such trading day is equal to or greater than 130% of the conversion price on such trading day;

• during the five consecutive business day period immediately following any five consecutive trading day period (the “measurement period”) in which, for each trading day of the measurement period, the trading price per $1,000 principal amount of the Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock for such trading day and the conversion rate on such trading day; or

• upon the occurrence of specified corporate events.

We separately account for the liability and equity components of the Convertible Notes. The carrying amount of the liability component was determined by measuring the fair value of a similar liability that does not have an associated conversion feature, assuming our non-convertible unsecured debt borrowing rate. The carrying value of the equity component, the conversion option, which is recognized as additional paid-in-capital, net of tax, creates a debt discount on the Convertible Notes. The debt discount was determined by deducting the relative fair value of the liability component from the proceeds of the Convertible Notes and is amortized to interest expense using an effective interest rate of 6.44% over the term of the Convertible Notes. As of June 30, 2015, the remaining life of the Convertible Notes is 6.9 years. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification.

As of June 30, 2015, the Convertible Notes consisted of the following:

Liability component:
Proceeds	$	224,500
Less: debt discount, net of amortization		(52,436	)
Less: debt issuance cost, net of amortization		(5,156	)
Net carrying amount	$	166,908
Equity component (1)	$	52,903

(1) Included in Additional paid-in capital on the consolidated balance sheet as of June 30, 2015.

The debt issuance costs related to the issuance of the Convertible Notes were allocated to the liability and equity components based on their relative values, as determined above. Total debt issuance costs were $6.8 million, of which $5.2 million was allocated to the liability component and $1.6 million was allocated to the equity component. The debt issuance costs allocated to the liability component are amortized to interest expense using the effective interest method over the term of the Convertible Notes.

The following table presents the amount of interest expense recognized related to the Convertible Notes:

	For the Three and Six Months Ended
	June 30, 2015
Contractual interest coupon	$	393
Amortization of debt discount		467
Amortization of debt issuance costs		51
Total interest expense recognized	$	911

7. Income Taxes

Our effective income tax rates were an expense of 31.0% for the three months ended June 30, 2015 and a benefit of 461.0% for the three months ended June 30, 2014. Our effective income tax rates were an expense of 25.6% for the six

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months ended June 30, 2015 and a benefit of 181.4% for the six months ended June 30, 2014. The effective rate for the six months ended June 30, 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 from leasing certain of our aircraft (“ETI”). The effective rate for the three and six months ended June 30, 2014 differed from the U.S. federal statutory rate primarily due to an income tax benefit of $24.0 million, net of reserves, related to ETI, partially offset by 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 and six months ended June 30, 2015 and 2014 were favorably impacted by this determination. As of June 30, 2015, our undistributed net earnings of foreign subsidiaries for which deferred taxes have not been provided were $63.1 million, and the unrecognized deferred tax liability associated with these earnings was $22.1 million.

8. 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:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2	Other inputs that are observable directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, or inactive quoted prices for identical assets or liabilities in inactive markets;
Level 3	Unobservable inputs reflecting assumptions about the inputs used in pricing the asset or liability.

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 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 fair value of our Convertible Notes is based on unadjusted quoted market prices for these securities.

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

	June 30, 2015
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	514,750	$	514,750	$	514,750	$	—	$	—
Short-term investments		24,373		24,373		—		—		24,373
Restricted cash		15,731		15,731		15,731		—		—
Long-term investments and accrued interest		106,951		142,799		—		—		142,799
	$	661,805	$	697,653	$	530,481	$	—	$	167,172
Liabilities
Term loans	$	910,383	$	945,633	$	—	$	—	$	945,633
Ex-Im Bank guaranteed notes		725,320		752,443		—		—		752,443
EETCs		190,774		243,436		—		—		243,436
Convertible Notes		166,908		221,454		221,454		—		—
	$	1,993,385	$	2,162,966	$	221,454	$	—	$	1,941,512
	December 31, 2014
	Carrying Value		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:

	June 30, 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	$	72,277	$	1,776	$	74,053	$	40,040	$	9,700	$	49,740
Due after five but within ten years		34,674		34,072		68,746		80,438		24,565		105,003
Total	$	106,951	$	35,848	$	142,799	$	120,478	$	34,265	$	154,743

9. 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

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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						For the Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Operating Revenue:
ACMI	$	189,255		$	186,720		$	378,302		$	384,861
Charter		235,436			225,234			455,574			402,607
Dry Leasing		27,401			25,524			59,320			50,200
Other		3,741			3,691			7,482			6,864
Total Operating Revenue	$	455,833		$	441,169		$	900,678		$	844,532
Direct Contribution:
ACMI	$	51,157		$	44,677		$	91,059		$	90,133
Charter		25,019			8,196			55,478			4,007
Dry Leasing		10,894			8,738			26,419			16,909
Total Direct Contribution for Reportable Segments		87,070			61,611			172,956			111,049
Add back (subtract):
Unallocated income and expenses, net*		(45,320	)		(40,317	)		(94,304	)		(75,162	)
Special charge		(499	)		(1,449	)		69			(9,477	)
Loss on disposal of aircraft		(114	)		(14,679	)		(1,323	)		(14,679	)
Income before Income Taxes		41,137			5,166			77,398			11,731
Add back (subtract):
Interest income		(4,425	)		(4,719	)		(8,913	)		(9,446	)
Interest expense		25,033			26,365			49,581			52,817
Capitalized interest		(177	)		(67	)		(203	)		(379	)
Other expense (income), net		(284	)		(88	)		391			64
Operating Income	$	61,284		$	26,657		$	118,254		$	54,787

* 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 $114.0 million for the three months ended June 30, 2015 and $91.3 million for the three months ended June 30, 2014. Revenue from the AMC was $204.1 million for the six months ended June 30, 2015 and $154.2 million for the six months ended June 30, 2014. Accounts receivable from the AMC were $19.5 million and $15.3 million as of June 30, 2015 and December 31, 2014, respectively. We have not experienced any credit issues with either of these customers.

10. 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

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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 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. On July 10, 2015, the court issued an order affirming the magistrate judge’s decision and certifying the class. We and other remaining defendants have petitioned the U.S. Court of Appeals for the Second Circuit for permission to appeal that order and we also intend to vigorously pursue a number of defenses, some of which were made in summary judgment motions and responses in 2015. 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. Court-ordered disclosure is continuing. 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 $6.3 million in aggregate based on June 30, 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 $4.7 million as of June 30, 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.

11. 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 using the treasury stock method. Anti-dilutive shares related to warrants and stock options that were out of the money and excluded for the three and six months ended June 30, 2015 were 3.0 million and for the three and six months ended June 30, 2014 were de minimis.

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The calculations of basic and diluted EPS were as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Numerator:
Net Income Attributable to Common Stockholders	$	28,390	$	29,593	$	57,622	$	37,537
Denominator:
Basic EPS weighted average shares outstanding		25,029		25,241		24,953		25,169
Effect of dilutive stock options and restricted stock		169		38		182		46
Diluted EPS weighted average shares outstanding		25,198		25,279		25,135		25,215
EPS:
Basic	$	1.13	$	1.17	$	2.31	$	1.49
Diluted	$	1.13	$	1.17	$	2.29	$	1.49

The calculation of EPS does not include restricted share units in which performance or market conditions were not satisfied of 0.3 million for the three and six months ended June 30, 2015, respectively, and 0.4 million and 0.5 million for the three and six months ended June 30, 2014, respectively.

12. 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		1,372			—			1,372
Translation adjustment		—			171			171
Tax effect		(506	)		—			(506	)
Balance as of June 30, 2014	$	(10,760	)	$	869		$	(9,891	)
	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		1,288			—			1,288
Translation adjustment		—			(343	)		(343	)
Tax effect		(492	)		—			(492	)
Balance as of June 30, 2015	$	(9,128	)	$	9		$	(9,119	)

Interest Rate Derivatives

As of June 30, 2015, there was $14.7 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 $0.6 million and $0.7 for the three months ended June 30, 2015 and 2014, respectively. Net realized losses reclassified into earnings were $1.3 million and $1.4 million for the six months ended June 30, 2015 and 2014, respectively. Net realized losses expected to be reclassified into earnings within the next 12 months are $2.5 million as of June 30, 2015.

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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 Maintenance	Discrete maintenance activities for the overhaul and repair of specific aircraft 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

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• 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.

In June 2015, we signed an ACMI agreement with DHL for one additional 747-400F aircraft, increasing the number of 747 freighter aircraft in ACMI service for DHL to thirteen. The aircraft began flying in July 2015.

Charter Block Hours increased during the first half of 2015, reflecting increased cargo and passenger demand from the AMC and stronger commercial cargo demand, which was enhanced by the U.S. West Coast port disruption. In June 2015, based on this demand, we returned to active service a 747-400BCF that had been temporarily parked. We also entered into a short-term operating lease beginning in late June for a second 747-400 converted freighter. This lease, with terms that are more favorable to us, is intended to replace a similar aircraft, with a lease that expired in June 2015.

During the second quarter of 2015, we Dry Leased a 757-200 freighter to DHL on a long-term basis, following the conclusion of a previous customer lease. We also acquired and are converting two 767-300 passenger aircraft to freighters. Following their conversion, which is expected to be completed during the fourth quarter of 2015, they will be Dry Leased to DHL on a long-term basis.

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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 June 30, 2015 and 2014

Operating Statistics

The table below sets forth selected Operating Statistics for the three months ended June 30:

	2015		2014		Increase / (Decrease)			Percent Change
Block Hours
ACMI		30,958		27,652		3,306			12.0	%
Charter:
Cargo		9,214		7,572		1,642			21.7	%
Passenger		4,259		3,487		772			22.1	%
Other		303		299		4			1.3	%
Total Block Hours		44,734		39,010		5,724			14.7	%
Revenue Per Block Hour
ACMI	$	6,113	$	6,752	$	(639	)		(9.5	)%
Charter:	$	17,475	$	20,367	$	(2,892	)		(14.2	)%
Cargo	$	16,358	$	20,035	$	(3,677	)		(18.4	)%
Passenger	$	19,891	$	21,087	$	(1,196	)		(5.7	)%
Charter Fuel
Average fuel cost per gallon	$	2.46	$	3.19	$	(0.73	)		(22.9	)%
Fuel gallons consumed (000s)		39,383		32,560		6,823			21.0	%
Segment Operating Fleet (average aircraft equivalents during the period)
ACMI*
747-8F Cargo		9.0		8.3		0.7
747-400 Cargo		11.4		11.7		(0.3	)
747-400 Dreamlifter		3.1		3.3		(0.2	)
767-300 Cargo		2.0		2.0		—
767-200 Cargo		8.9		5.0		3.9
747-400 Passenger		1.0		1.0		—
767-200 Passenger		1.0		1.0		—
Total		36.4		32.3		4.1
Charter
747-8F Cargo		—		0.7		(0.7	)
747-400 Cargo		10.5		9.1		1.4
747-400 Passenger		2.0		1.9		0.1
767-300 Passenger		2.9		3.0		(0.1	)
Total		15.4		14.7		0.7
Dry Leasing
777-200 Cargo		6.0		6.0		—
757-200 Cargo		1.0		1.0		—
737-300 Cargo		1.0		1.0		—
737-800 Passenger		1.0		2.0		(1.0	)
Total		9.0		10.0		(1.0	)
Total Operating Aircraft		60.8		57.0		3.8
Out-of-service**		0.8		1.0		(0.2	)

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

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

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Operating Revenue

The following table compares our Operating Revenue for the three months ended June 30 (in thousands):

	2015		2014		Increase / (Decrease)		Percent Change
Operating Revenue
ACMI	$	189,255	$	186,720	$	2,535		1.4	%
Charter		235,436		225,234		10,202		4.5	%
Dry Leasing		27,401		25,524		1,877		7.4	%
Other		3,741		3,691		50		1.4	%
Total Operating Revenue	$	455,833	$	441,169	$	14,664		3.3	%

ACMI revenue increased $2.5 million, or 1.4%, primarily due to increased flying, partially offset by reduced Revenue per Block Hour. ACMI Block Hours were 30,958 in the second quarter of 2015, compared with 27,652 in 2014, an increase of 3,306 Block Hours, or 12.0%. The increase in Block Hours was primarily driven by the start-up of CMI flying four additional 767-200F aircraft and improvements in ACMI aircraft utilization. ACMI Revenue per Block Hour was $6,113 for the second quarter of 2015, compared with $6,752 in 2014, a decrease of $639 per Block Hour, or 9.5%. The decrease in Revenue per Block Hour reflects the impact of payments received in 2014 related to a customer’s return of aircraft and increased CMI flying in 2015.

Charter revenue increased $10.2 million, or 4.5%, 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 13,473 in the second quarter of 2015 compared with 11,059 in 2014, an increase of 2,414 Block Hours, or 21.8%. The increase in Charter Block Hours was primarily driven by increased passenger and cargo demand from the AMC and increased commercial cargo demand. Charter Revenue per Block Hour was $17,475 for the second quarter of 2015 compared with $20,367 in 2014, a decrease of $2,892 per Block Hour, or 14.2%. This decrease was primarily driven by the impact of lower fuel prices.

Dry Leasing revenue increased $1.9 million, or 7.4%, primarily due to revenue from maintenance payments related to the scheduled return of a 757-200 cargo aircraft in April 2015.

Operating Expenses

The following table compares our Operating Expenses for the three months ended June 30 (in thousands):

	2015		2014		Increase / (Decrease)			Percent Change
Operating Expenses
Salaries, wages and benefits	$	86,862	$	77,948	$	8,914			11.4	%
Aircraft fuel		96,711		103,842		(7,131	)		(6.9	)%
Maintenance, materials and repairs		41,438		50,386		(8,948	)		(17.8	)%
Aircraft rent		36,811		34,826		1,985			5.7	%
Depreciation and amortization		31,936		30,381		1,555			5.1	%
Navigation fees, landing fees and other rent		22,666		30,906		(8,240	)		(26.7	)%
Travel		23,830		18,774		5,056			26.9	%
Passenger and ground handling services		21,353		21,859		(506	)		(2.3	)%
Loss on disposal of aircraft		114		14,679		(14,565	)		NM
Special charge		499		1,449		(950	)		NM
Other		32,329		29,462		2,867			9.7	%
Total Operating Expenses	$	394,549	$	414,512

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

Salaries, wages and benefits increased $8.9 million, or 11.4%, primarily driven by increases to crewmember and ground staff costs due to higher Block Hours, key initiatives and increased profitability.

Aircraft fuel decreased $7.1 million, or 6.9%, primarily due to fuel price decreases, partially offset by increased fuel consumption. The average fuel price per gallon for the Charter business was $2.46 for the second quarter of 2015, compared with $3.19 in 2014, a decrease of 22.9%. Fuel consumption increased by 6.8 million gallons, or 21.0%, 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.

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Maintenance, materials and repairs decreased $8.9 million, or 17.8%, primarily reflecting a decrease of $9.4 million for 747-400 aircraft. Heavy Maintenance on 747-400 aircraft decreased $7.2 million due to a decrease in the number of C and D Checks, and the number of engine overhauls. Non-heavy Maintenance on 747-400 aircraft decreased $1.5 million. Heavy Maintenance expense on 747-8F aircraft was relatively unchanged. Heavy airframe maintenance events and engine overhauls for the three months ended June 30 were:

Heavy Maintenance Events	2015	2014	Increase / (Decrease)
747-8F C Checks	—	2	(2)
747-400 C Checks	2	3	(1)
767 C Checks	—	1	(1)
747-400 D Checks	1	2	(1)
CF6-80 engine overhauls	1	2	(1)

Aircraft rent increased $2.0 million, or 5.7%, primarily due to the return to service of a leased 747-400BCF aircraft that had been previously parked.

Depreciation and amortization increased $1.6 million, or 5.1%, 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 $8.2 million, or 26.7%, primarily due to a reduction in purchased capacity from the subcontracting of certain Charter flights.

Travel increased $5.1 million, or 26.9%, primarily due to higher rates related to crewmember travel to higher cost locations and increased flying.

Loss on disposal of aircraft in 2014 resulted from the trade-in of used spare engines for new engines as part of our engine acquisition program.

Other increased $2.9 million, or 9.7%, 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 June 30 (in thousands):

	2015			2014			Increase / (Decrease)			Percent Change
Non-operating Expenses (Income)
Interest income	$	(4,425	)	$	(4,719	)	$	(294	)		(6.2	)%
Interest expense		25,033			26,365			(1,332	)		(5.1	)%
Capitalized interest		(177	)		(67	)		110			164.2	%
Other expense (income), net		(284	)		(88	)		196			NM

Interest expense decreased $1.3 million, or 5.1%, primarily due to a decrease in our average debt balances, reflecting payments of debt, partially offset by the issuance of the Convertible Notes.

Income taxes. Our effective income tax rates were an expense of 31.0% for the three months ended June 30, 2015 and a benefit of 461.0% for the three months ended June 30, 2014. The effective income tax rate for the three months ended June 30, 2015 differed from the U.S. federal statutory rate primarily due to our assertion, beginning in 2013, to indefinitely reinvest the net earnings of certain foreign subsidiaries outside the U.S. The effective income tax rate for the three months ended June 30, 2014 differed from the U.S. federal statutory rate primarily due to an income tax benefit of $24.0 million, net of reserves, related to ETI (see Note 7 to our Financial Statements) and our assertion, beginning in 2013, to indefinitely reinvest the net earnings of certain foreign subsidiaries outside the U.S.

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Segments

The following table compares the Direct Contribution of our reportable segments (see Note 9 to our Financial Statements for the reconciliation to Operating income) for the three months ended June 30 (in thousands):

	2015		2014		Increase / (Decrease)		Percent Change
Direct Contribution:
ACMI	$	51,157	$	44,677	$	6,480		14.5	%
Charter		25,019		8,196		16,823		205.3	%
Dry Leasing		10,894		8,738		2,156		24.7	%
Total Direct Contribution	$	87,070	$	61,611	$	25,459		41.3	%
Unallocated income and expenses, net	$	45,320	$	40,317	$	5,003		12.4	%

ACMI Segment

ACMI Direct Contribution increased $6.5 million, or 14.5%, primarily due to higher aircraft utilization and a reduction in Heavy maintenance expense, partially offset by lower Revenue per Block Hour.

Charter Segment

Charter Direct Contribution increased $16.8 million, or 205.3%, primarily due to increased cargo and passenger flying, as well as higher aircraft utilization. In addition, Charter Direct Contribution benefited from a reduction in Heavy maintenance expense.

Dry Leasing Segment

Dry Leasing Direct Contribution increased $2.2 million, or 24.7%, primarily due to revenue from maintenance payments related to the scheduled return of a 757-200 cargo aircraft in April 2015.

Unallocated income and expenses, net

Unallocated income and expenses, net increased $5.0 million, or 12.4%, primarily due to the timing of incentive compensation driven by higher anticipated earnings in 2015, increased professional fees to support key initiatives and unallocated interest expense.

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Six Months Ended June 30, 2015 and 2014

Operating Statistics

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

The table below sets forth selected Operating Statistics for the six months ended June 30:

	2015		2014		Increase / (Decrease)			Percent Change
Block Hours
ACMI		60,418		55,675		4,743			8.5	%
Charter:
Cargo		17,482		13,471		4,011			29.8	%
Passenger		7,480		6,202		1,278			20.6	%
Other		634		535		99			18.5	%
Total Block Hours		86,014		75,883		10,131			13.4	%
Revenue Per Block Hour
ACMI	$	6,261	$	6,913	$	(652	)		(9.4	)%
Charter:	$	18,251	$	20,465	$	(2,214	)		(10.8	)%
Cargo	$	17,724	$	20,148	$	(2,424	)		(12.0	)%
Passenger	$	19,482	$	21,154	$	(1,672	)		(7.9	)%
Charter Fuel
Average fuel cost per gallon	$	2.40	$	3.21	$	(0.81	)		(25.2	)%
Fuel gallons consumed (000s)		72,694		57,859		14,835			25.6	%
Segment Operating Fleet (average aircraft equivalents during the period)
ACMI*
747-8F Cargo		8.8		8.5		0.3
747-400 Cargo		11.7		12.1		(0.4	)
747-400 Dreamlifter		3.1		3.2		(0.1	)
767-300 Cargo		2.0		2.0		—
767-200 Cargo		7.7		5.0		2.7
747-400 Passenger		1.0		1.0		—
767-200 Passenger		1.0		1.0		—
Total		35.3		32.8		2.5
Charter
747-8F Cargo		0.2		0.4		(0.2	)
747-400 Cargo		9.7		8.8		0.9
747-400 Passenger		2.0		2.0		—
767-300 Passenger		2.9		2.9		—
Total		14.8		14.1		0.7
Dry Leasing
777-200 Cargo		6.0		5.9		0.1
757-200 Cargo		1.0		1.0		—
737-300 Cargo		1.0		1.0		—
737-800 Passenger		1.3		2.0		(0.7	)
Total		9.3		9.9		(0.6	)
Total Operating Aircraft		59.4		56.8		2.6
Out-of-service**		0.9		1.0		(0.1	)

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

** All of our out-of-service aircraft are completely unencumbered.

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Operating Revenue

The following table compares our Operating Revenue for the six months ended June 30 (in thousands):

	2015		2014		Increase / (Decrease)			Percent Change
Operating Revenue
ACMI	$	378,302	$	384,861	$	(6,559	)		(1.7	)%
Charter		455,574		402,607		52,967			13.2	%
Dry Leasing		59,320		50,200		9,120			18.2	%
Other		7,482		6,864		618			9.0	%
Total Operating Revenue	$	900,678	$	844,532	$	56,146			6.6	%

ACMI revenue decreased $6.6 million, or 1.7%, primarily due to reduced Revenue per Block Hour, partially offset by increased flying. ACMI Revenue per Block Hour was $6,261 for the first half of 2015, compared with $6,913 in 2014, a decrease of $652 per Block Hour, or 9.4%. 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 60,418 for the first half of 2015, compared with 55,675 in 2014, an increase of 4,743 Block Hours, or 8.5%. The increase in Block Hours was primarily driven by the start-up of CMI flying four additional 767-200F aircraft and improvements in ACMI aircraft utilization.

Charter revenue increased $53.0 million, or 13.2%, 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 24,962 for the first half of 2015 compared with 19,673 in 2014, an increase of 5,289 Block Hours, or 26.9%. The increase in Charter Block Hours was primarily driven by increased cargo and passenger demand from the AMC and increased commercial cargo demand, which was enhanced by the U.S. West Coast port disruption. Charter Revenue per Block Hour was $18,251 for the first half of 2015 compared with $20,465 in 2014, a decrease of $2,214 per Block Hour, or 10.8%. This decrease was primarily driven by the impact of lower fuel prices.

Dry Leasing revenue increased $9.1 million, or 18.2%, primarily due to revenue from maintenance payments related to the scheduled returns of a 737-800 passenger aircraft in February 2015 and a 757-200 cargo aircraft in April 2015.

Operating Expenses

The following table compares our Operating Expenses for the six months ended June 30 (in thousands):

	2015			2014		Increase / (Decrease)			Percent Change
Operating Expenses
Salaries, wages and benefits	$	175,635		$	150,803	$	24,832			16.5	%
Aircraft fuel		174,826			185,586		(10,760	)		(5.8	)%
Maintenance, materials and repairs		100,270			109,432		(9,162	)		(8.4	)%
Aircraft rent		71,072			70,236		836			1.2	%
Depreciation and amortization		63,966			58,536		5,430			9.3	%
Navigation fees, landing fees and other rent		46,169			58,032		(11,863	)		(20.4	)%
Travel		44,643			36,056		8,587			23.8	%
Passenger and ground handling services		41,316			41,230		86			0.2	%
Loss on disposal of aircraft		1,323			14,679		(13,356	)		(91.0	)%
Special charge		(69	)		9,477		(9,546	)		(100.7	)%
Other		63,273			55,678		7,595			13.6	%
Total Operating Expenses	$	782,424		$	789,745

Salaries, wages and benefits increased $24.8 million, or 16.5%, primarily driven by increases to crewmember and ground staff costs due to higher Block Hours, key initiatives and increased profitability.

Aircraft fuel decreased $10.8 million, or 5.8%, primarily due to fuel price decreases, partially offset by increased fuel consumption. The average fuel price per gallon for the Charter business was $2.40 for the first half of 2015, compared with

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$3.21 in 2014, a decrease of 25.2%. Fuel consumption increased by 14.8 million gallons, or 25.6%, 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 decreased by $9.2 million, or 8.4%, reflecting a decrease of $14.3 million for 747-400 aircraft, partially offset by an increase of $4.8 million for 747-8F aircraft. Heavy Maintenance expense on 747-400 aircraft decreased approximately $17.1 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 $3.0 million in Non-heavy Maintenance. Heavy Maintenance expense on 747-8F aircraft increased $4.4 million primarily due to an increase in unscheduled engine repairs. Heavy airframe maintenance events and engine overhauls for the six months ended June 30 were:

Heavy Maintenance Events	2015	2014	Increase / (Decrease)
747-8F C Checks	1	2	(1)
747-400 C Checks	3	8	(5)
747-400 D Checks	3	5	(2)
767 C Checks	—	1	(1)
CF6-80 engine overhauls	5	7	(2)

Depreciation and amortization increased $5.4 million, or 9.3%, 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 $11.9 million, or 20.4%, primarily due to a reduction in purchased capacity from the subcontracting of certain Charter flights.

Travel increased $8.6 million, or 23.8%, primarily due to higher rates related to crewmember travel to higher cost locations and increased flying.

Loss on disposal of aircraft in 2014 resulted from the trade-in of used spare engines for new engines as part of our engine acquisition program.

Special charge in 2014 represented a $5.2 million reserve related to a GSS receivable for a loan made to its then 51% U.K. shareholder, a $3.9 million expense recorded for termination benefits for certain GSS employees and a $0.4 million adjustment to the early termination of operating leases for two 747-400BCF aircraft that were parked in December 2013.

Other increased $7.6 million, or 13.6%, 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 six months ended June 30 (in thousands):

	2015			2014			Increase / (Decrease)			Percent Change
Non-operating Expenses (Income)
Interest income	$	(8,913	)	$	(9,446	)	$	(533	)		(5.6	)%
Interest expense		49,581			52,817			(3,236	)		(6.1	)%
Capitalized interest		(203	)		(379	)		(176	)		(46.4	)%
Other expense (income), net		391			64			327			NM

Interest expense decreased $3.2 million, or 6.1% primarily due to a decrease in our average debt balances, reflecting payments of debt, partially offset by the issuance of the Convertible Notes.

Income taxes. Our effective income tax rates were an expense of 25.6% for the six months ended June 30, 2015 and a benefit of 181.4% for the six months ended June 30, 2014. The effective income tax rate for the six months ended June 30, 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 7 to our Financial Statements). The effective income tax rate for the six months ended June 30, 2014 differed from the U.S. federal statutory rate primarily due to an income tax benefit of $24.0 million, net of reserves, related to ETI. The effective income tax rates for both periods were impacted by our assertion, beginning in 2013, to indefinitely reinvest the net earnings of certain foreign subsidiaries outside the U.S.

25

Segments

The following table compares the Direct Contribution for our reportable segments (see Note 9 to our Financial Statements for the reconciliation to Operating income) for the six months ended June 30 (in thousands):

	2015		2014		Increase / (Decrease)		Percent Change
Direct Contribution:
ACMI	$	91,059	$	90,133	$	926		1.0	%
Charter		55,478		4,007		51,471		NM
Dry Leasing		26,419		16,909		9,510		56.2	%
Total Direct Contribution	$	172,956	$	111,049	$	61,907		55.7	%
Unallocated income and expenses, net	$	94,304	$	75,162	$	19,142		25.5	%

ACMI Segment

ACMI Direct Contribution increased $0.9 million, or 1.0%, primarily due to a reduction in Heavy maintenance expense and higher aircraft utilization, partially offset by the impact of customers that flew below their contractual minimums in 2014.

Charter Segment

Charter Direct Contribution increased $51.5 million primarily due to increased cargo and passenger flying, as well as higher aircraft utilization. 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 $9.5 million, or 56.2%, primarily due to revenue from maintenance payments related to the scheduled returns of a 737-800 passenger aircraft in February 2015 and a 757-200 cargo aircraft in April 2015.

Unallocated income and expenses, net

Unallocated income and expenses, net increased $19.1 million, or 25.5%, primarily due to the timing of incentive compensation driven by higher anticipated earnings in 2015, increased professional fees to support key initiatives and unallocated interest expense.

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 non-cash income and expenses, and items impacting 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 supplemental information to assist investors and analysts in understanding our business results and assessing our prospects for future performance.

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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
	June 30, 2015			June 30, 2014			Percent Change
Net Income Attributable to Common Stockholders	$	28,390		$	29,593			(4.1%)
After-tax impact from:
Non-cash expenses and income, net (a)		636			(53	)
ETI tax benefit		—			(24,013	)
Loss on disposal of aircraft		72			9,389
Special charge (b)		319			658
Accrual for legal matters		—			300
Adjusted Net Income Attributable to Common Stockholders	$	29,417		$	15,874			85.3%
Diluted EPS	$	1.13		$	1.17			(3.4%)
After-tax impact from:
Non-cash expenses and income, net (a)		0.03			—
ETI tax benefit		—			(0.95	)
Loss on disposal of aircraft		—			0.37
Special charge (b)		0.01			0.03
Accrual for legal matters		—			0.01
Adjusted Diluted EPS	$	1.17		$	0.63			85.7%
	For the Six Months Ended
	June 30, 2015			June 30, 2014			Percent Change
Net Income Attributable to Common Stockholders	$	57,622		$	37,537			53.5%
After-tax impact from:
Non-cash expenses and income, net (a)		697			(169	)
ETI tax benefit		(4,008	)		(24,013	)
Loss on disposal of aircraft		956			9,389
Special charge (b)		(92	)		4,041
Accrual for legal matters		—			300
Adjusted Net Income Attributable to Common Stockholders	$	55,175		$	27,085			103.7%
Diluted EPS	$	2.29		$	1.49			53.7%
After-tax impact from:
Non-cash expenses and income, net (a)		0.03			(0.01	)
ETI tax benefit		(0.16	)		(0.95	)
Loss on disposal of aircraft		0.04			0.37
Special charge (b)		—			0.16
Accrual for legal matters		—			0.01
Adjusted Diluted EPS	$	2.20		$	1.07			105.6%

(a) Non-cash expenses and income, net in 2015 primarily relates to amortization of the debt discount on the Convertible Notes.

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

Liquidity and Capital Resources

Debt Transactions

In June 2015, we issued $224.5 million of Convertible Notes with a cash coupon of 2.25%. In July 2015, we used a portion of the proceeds from the Convertible Notes to refinance higher-rate EETCs related to three 747-400 freighter aircraft. We expect to use a portion of the net proceeds during the third quarter of 2015 to refinance additional higher-rate EETCs for two 747-400 freighter aircraft, for which we issued a notice of redemption in July 2015. The EETCs have an average cash coupon of 8.1%. In the aggregate, we expect to use approximately $113.2 million of the net proceeds to refinance higher-rate EETCs, which gives effect to our ownership interests in the EETCs being retired.

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Operating Activities. Net cash provided by operating activities for the first half of 2015 was $171.1 million, compared with $107.1 million for the first half 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 $59.4 million for the first half of 2015, consisting primarily of $62.8 million of purchase deposits and payments for flight equipment, and $22.1 million of core capital expenditures, excluding flight equipment. Partially offsetting these investing activities was $24.6 million of proceeds from disposal of aircraft. All capital expenditures for the first half of 2015 were funded through working capital. Net cash used for investing activities was $509.4 million for the first half of 2014, consisting primarily of $494.1 million of purchase deposits and payments for flight equipment, $10.7 million of core capital expenditures, excluding flight equipment, and a $6.7 million increase in restricted cash. Purchase deposits and payments for flight equipment in 2014 were primarily related to the purchase of three 777-200LRF aircraft.

Financing Activities. Net cash provided by financing activities was $104.4 million for the first half of 2015, which primarily reflected the proceeds from debt issuance of $224.5 million, $36.3 million from the sale of warrants and $8.7 million of customer maintenance reserves received partially offset by $99.1 million of payments on debt obligations, $52.9 million for the purchase of convertible note hedges, $6.8 million of debt issuance costs and $6.3 million related to the purchase of treasury stock. Net cash provided by financing activities was $356.9 million for the first half of 2014, which primarily reflected the proceeds from debt issuance of $572.6 million and $8.8 million of customer maintenance reserves received, partially offset by $201.0 million of payments on debt obligations, $17.1 million of debt issuance costs and $4.4 million related to the purchase of treasury stock. The proceeds from debt issuance and payments of debt obligations in 2014 reflect the refinancing of the $103.6 million bridge loan with a note guaranteed by Ex-Im Bank.

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 refinance EETCs, 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 $20.0 to $25.0 million, which excludes flight equipment and capitalized interest. Our estimated flight equipment payments for the remainder of 2015 are expected to be between $175.0 to $180.0 million.

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 May 2015 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

See Note 6 to our Financial Statements for a description of our new debt obligations, the Convertible Notes, comprised of base and supplemental indentures, with Wilmington Trust National Association, as trustee. 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 other 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 June 30, 2015.

Recent Accounting Pronouncements

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

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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 and under the section entitled “Risk Factors” in our prospectus supplement dated May 28, 2015, as filed with the SEC pursuant to Rule 424(b)(5) on June 1, 2015 (File No. 333-204479) (the “Prospectus Supplement”). 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 June 30, 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 June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

29

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

With respect to the fiscal quarter ended June 30, 2015, the information required in response to this Item is set forth in Note 10 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.

In addition, the risk factors contained in the section entitled “Risk Factors” from our Prospectus Supplement are attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 6. EXHIBITS

a. Exhibits

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

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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: July 30, 2015	/s/ William J. Flynn
	William J. Flynn
	President and Chief Executive Officer
Dated: July 30, 2015	/s/ Spencer Schwartz
	Spencer Schwartz
	Executive Vice President and Chief Financial Officer

31

EXHIBIT INDEX

Exhibit Number	Description
4.1(1)	Indenture, dated June 3, 2015, between the Company and Wilmington Trust, National Association, as Trustee
4.2(2)	First Supplemental Indenture, dated June 3, 2015, between the Company and Wilmington Trust, National Association, as Trustee
4.3(3)	2.25% Convertible Senior Note due 2022
10.1(4)	Base convertible hedge transaction confirmation, dated as of May 28, 2015, between Morgan Stanley & Col. International plc and the Company
10.2(5)	Base warrant transaction confirmation, dated as of May 28, 2015, between Morgan Stanley & Co. International plc and the Company
10.3(6)	Additional convertible note hedge transaction confirmation, dated as of June 1, 2015, between Morgan Stanley & Co. International plc and the Company
10.4(7)	Additional warrant transaction confirmation, dated as of June 1, 2015, between Morgan Stanley & Co. International plc and the Company
10.5(8)	Base convertible note hedge transaction confirmation, dated as of May 28, 2015, between BNP Paribas and the Company
10.6(9)	Base warrant transaction confirmation, dated as of May 28, 2015, between BNP Paribas and the Company
10.7(10)	Additional convertible note hedge transaction confirmation, dated as of June 1, 2015, between BNP Paribas and the Company
10.8(11)	Additional warrant transaction confirmation, dated as of June 1, 2015, between BNP Paribas and the Company
10.9	Atlas Air Worldwide Holdings, Inc. Benefits Program for Senior Executives, Amended and Restated as of 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.
99.1	Risk Factors from Atlas Air Worldwide Holdings, Inc.’s Form 424(b)(5) (File No. 333-204479) dated May 28, 2015 filed with the SEC on June 1, 2015
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 June 30, 2015 and December 31, 2014, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014, (v) Consolidated Statement of Stockholders’ Equity for the three and six months ended June 30, 2015 and 2014 and (vi) Notes to Unaudited Consolidated Financial Statements.

32

(1) Incorporated by reference to Exhibit 4.1 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(2) Incorporated by reference to Exhibit 4.2 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(3) Incorporated by reference to Exhibit 4.3 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(4) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(5) Incorporated by reference to Exhibit 10.2 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(6) Incorporated by reference to Exhibit 10.3 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(7) Incorporated by reference to Exhibit 10.4 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(8) Incorporated by reference to Exhibit 10.5 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(9) Incorporated by reference to Exhibit 10.6 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(10) Incorporated by reference to Exhibit 10.7 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

(11) Incorporated by reference to Exhibit 10.8 to the Company’s Current Report) on Form 8-K, File No. 001-16545, filed with the SEC on June 3, 2015

33

EX-10.9

Exhibit 10.9

ATLAS AIR WORLDWIDE HOLDINGS,

INC.

BENEFITS PROGRAM FOR SENIOR

EXECUTIVES

Amended and Restated as of January 1, 2015

This document describes the benefits program for individuals employed and elected as Executive Vice Presidents (or more senior offices) of Atlas Air, Inc. (“Atlas”), Polar Air Cargo Worldwide, Inc. (“Polar”) and Titan Aviation Leasing, Ltd. (“Titan”) (such individuals are hereinafter referred to as “Executives”), as in effect on January 1, 2015, and amends and restates the document dated July 1, 2011. Individuals employed and elected as Executive Vice Presidents (or more senior offices) by other subsidiaries of Atlas Air Worldwide Holdings, Inc. (“Holdings,” and collectively with Atlas, Polar and Titan, the “Company”) may participate in this program only if expressly approved for such participation by the Compensation Committee of the Board of Directors of Holdings. All references in this document to the Compensation Committee or the Board of Directors refer to those bodies of Holdings. All references to the Employer are to the company employing the Executive.

I. Annual Salary.

Each Executive will receive a base annual salary (“Base Annual Salary”) reviewed at least every other year for possible increases by the Compensation Committee. Included among other considerations in the annual review will be the Executive’s individual job performance. Increases, if any, shall be at the discretion of the Compensation Committee.

II. Bonus Plan.

Each Executive shall be eligible to participate in Holdings’ Annual Incentive Plan or successor plan at the Executive Vice President level, as appropriate. The level of the bonus available to the Executive will be set forth in the Annual Incentive Plan and will be awarded in consideration of individual and corporate performance based on performance goals and objectives determined by the Compensation Committee. A fuller description of how corporate and individual performance operate in tandem to determine the calculation of bonuses is described in the Annual Incentive Plan. The Annual Incentive Plan document is developed by the Compensation Committee and is subject to amendment from time to time with changes as adopted by the Compensation Committee or Board of Directors of Holdings, as applicable. As further described in the Annual Incentive Plan, corporate and individual performance in combination may permit the Executive to earn a target bonus equal to at least 85% of Base Annual Salary for Executive Vice Presidents (90% for Executive Vice Presidents of Holdings who also hold the title of President of Atlas or Chief Executive Officer of Titan), as may be adjusted upward by the Compensation Committee. Lesser corporate or individual performance may cause bonus payments to be in an amount less 85% or 90%, as applicable, of such Base Annual Salary or result in no bonus being payable. Greater corporate and individual performances may result in the bonus being more than 85% or 90%, as applicable, of such Base Annual Salary. When the bonus payment reaches more than 85% or 90%, as applicable of such Base Annual Salary, the Employer reserves the right to pay some or all of the portion of the bonus that is above 50% of Base Annual Salary in Holdings unrestricted company stock payable under the Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan, as may be amended or superseded, or any successor plan (the “Incentive Plan”). Any bonus paid to Executive under the Annual Incentive Plan will be paid no later than two weeks following the completion of the year-end audit for the applicable performance year, but in no event later than March 15 of the year following the applicable performance year unless otherwise provided in the Incentive Plan.

III. Health Benefits.

Each Executive and each Executive’s eligible dependents shall be entitled to participate in the health insurance plan offered by the Executive’s Employer, provided that the Executive and the Employer will each contribute to the Executive’s monthly premium as provided by such plan. The Employer reserves the right to discontinue any health insurance plan at any time with the understanding that the Employer will comply in full measure with all state and federal laws regarding continuation of coverage, including the Consolidated Omnibus Budget Reconciliation Act of 1985, as may be amended or superseded (“COBRA”).

IV. Severance.

A. If an Executive’s employment is terminated (i) by the Employer for reasons other than Cause (as defined below), or Permanent Disability (as defined below) or (ii) by the Executive for Good Reason (as defined below), and subject, in each case, to the Executive’s execution of a release upon terms and conditions reasonably acceptable to the Employer and Executive (such acceptance not to be unreasonably withheld), which release must be presented to Executive, executed, no longer be subject to revocation, and become effective no later than the sixtieth (60th) day following the date of termination, then the Executive shall be entitled to:

(i) receive a severance payment equal to twenty-four (24) months of the Executive’s monthly Base Annual Salary, at the rate in effect on the date of termination, and except as otherwise required by Section XI below, all severance pay to which the Executive is entitled shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Employer for its executives (each such payment to be treated as a separate payment under Section 409A of the Internal Revenue Code), with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the later of the sixty-first (61st) day following the date of termination or the date specified in Section XI below (if applicable) (the “Lump-Sum Payment Date”);

(ii) continued coverage at Executive’s sole and after-tax expense under the Employer’s health (medical, dental and vision) benefit plan in accordance with Section III above for a period of twelve (12) months from the date of termination (with COBRA coverage to follow thereafter, if timely elected); provided, however, that any such continued coverage shall cease in the event the Executive obtains comparable coverage in connection with subsequent employment or otherwise; and

(iii) receive a payment with respect to an annual bonus award under the Annual Incentive Plan for the year in which such termination occurred, as if Executive had been employed by Employer on the last day of such year, in an amount equal to the lesser of (1) the amount Executive would have received if Executive was employed by Employer on the last day of the such year, based upon actual company performance measured pursuant to the Annual Incentive Plan (and assuming for such purpose that 50% of any individual business objectives have been achieved), or (2) Executive’s target bonus percentage. Such payment shall be subject to all other terms and conditions of the Annual Incentive Plan under which the award was granted, including without limitation any provisions related to whether all required performance measures for the payment of an award have been satisfied and the provisions of the Annual Incentive Plan regarding time of payment of such award.

The above benefits are in addition to an Executive’s right to receive accrued but unused vacation pay through the date the employment period terminates, and all other benefits in which the Executive is vested pursuant to other plans and programs of the Company at the time of the Executive’s date of termination.

Upon the death of an Executive while severance payments are due to the Executive, the Executive’s personal representative shall be entitled to the unpaid severance payments described in this Section IV.A and the Executive’s spouse and eligible dependents, if any, shall be entitled to the health benefit coverage described in this Section IV.A, except that the remaining severance payments under this Section IV.A shall be made in a lump sum within (10) days immediately following the Executive’s date of death.

An Executive will be treated as having resigned for Good Reason only if he or she provides the Employer with a notice of termination within 90 days of the initial existence of one of the conditions described in the definition of Good Reason below, following which the Employer shall have 30 days from the receipt of the notice of termination to cure the event specified in the notice of termination and, if the Employer fails to so cure the event, the Executive must terminate his or her employment not later than thirty (30) days following the end of such cure period.

B. If an Executive’s employment is terminated by the Employer for Cause or if the Executive resigns but not for Good Reason, the Executive shall be entitled to receive only the Executive’s accrued but unpaid Base Annual Salary and vacation as of the date of termination.

C. If an Executive’s employment is terminated as a result of Permanent Disability (as defined below), the Executive shall be entitled to receive the Executive’s accrued but unpaid Base Annual Salary as of the date of the termination, the benefits described in Section IV.A above (payable in accordance with the payment rules of Section IV.A. above), plus any benefits to which he is then entitled under the Employer’s disability program, if any.

D. “Good Reason” as used herein shall mean for any Executive subject to this Benefits Program, any of (i) a reduction in the Executive’s Base Annual Salary from the Base Annual Salary the previous year, except where such reduction is part of a general salary reduction by the Employer, or the Executive ceasing to be eligible to earn an annual bonus under the Annual Incentive Plan, (ii) the Executive ceasing to hold the title of Executive Vice President, other than through promotion or through reassignment to another job title of comparable responsibility, and (iii) any reduction in job responsibilities which diminishes the opportunity for the Executive to earn the same bonus under the Annual Incentive Plan for which the Executive was previously eligible.

E. “Cause” as used herein shall mean (i) any act or acts of material dishonesty by the Executive, (ii) the failure of the Executive to comply with any of the Executive’s material obligations to the Employer within ten (10) days of written notice from the Employer, (iii) any material violations by the Executive of the Employer’s corporate policies as set forth in the Employer/Employee handbook, compliance manual, policies

or programs, or related corporate policies, provided that, if such violation is subject to cure, the Executive shall have ten (10) days within which to cure such violation, or (iv) the conviction of or “no contest” plea by the Executive to any misdemeanor involving moral turpitude or any felony.

F. “Permanent Disability” as used herein shall mean, in the Company’s sole determination, an Executive having been continuously disabled from performing the duties assigned to the Executive for a period of six (6) consecutive calendar months. Notwithstanding the foregoing, in the event that, as a result of an absence because of a 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 six months, the Executive incurs an earlier “separation from service” within the meaning of Section 409A of the Internal Revenue Code, as may be amended (“Section 409A”), the Executive shall on such date automatically be terminated from employment as a result of Permanent Disability.

V. Change of Control.

A. If, within the twelve-month period immediately following a Change of Control (defined below), the Executive’s employment is terminated by the Employer for reasons other than Cause or if the Executive resigns for Good Reason, and subject to the Executive’s execution of a general release upon terms and conditions consistent with this Agreement and acceptable to the Employer and Executive (such acceptance not to be unreasonably withheld), which release must be presented to Executive upon or promptly after termination of the Executive’s employment, fully executed, no longer subject to revocation, and become effective no later than the sixtieth (60^th) day following the date on which the Executive’s employment terminates, then the Executive shall be entitled to the compensation and benefit coverage set forth in Section IV.A above, except that the severance payments in Section IV.A shall be in the form of a single lump-sum payment payable on the Lump-Sum Payment Date in an amount equal to thirty six (36) months of the Executive Vice President’s Base Annual Salary or twenty four (24) months of the Senior Vice President’s Base Annual Salary, as applicable.

B. If, within the six-month period immediately following a termination of the Executive’s employment by Employer for reasons other than Cause or by the Executive for Good Reason, a Change of Control occurs, then, in addition to the payment set forth in Section IV.A above (which shall be paid in the manner specified in Section IV.A above), and subject to satisfaction by the Executive of the release requirements of Section IV.A above, the Executive shall receive a lump-sum payment on the Lump-Sum Payment Date equal to twelve (12) months (in the case of an Executive Vice President) or six (6) months (in the case of a Senior Vice President) of the Executive’s Base Annual Salary, as applicable.

C. For purposes of this Benefits Program, “Change in Control of the Company” 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 of the Company”);

(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 of the Company”;

(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 I2-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 of the Company”.

VI. Vacation.

Each Executive shall be entitled to four weeks of paid vacation per year, prorated for partial years of employment.

VII. 401(k) Plan, Annual Executive Physical and other benefits.

Each Executive shall be eligible to participate in the Employer’s 401(k) plan and any other pension or welfare plan generally available from time to time to Executives or other employees of the Employer, as determined by the Compensation Committee, as well as an annual executive physical as administered by the Benefits Department.

VIII. Non-Competition

As a condition of employment and participation in this Benefits Program, each Executive shall execute a Non-Competition Agreement in a form approved by Holdings.

IX. Principal Residence

Each Executive shall be required to maintain his or her principal residence in the Purchase, New York area, except as may be otherwise expressly agreed in Section X, below, based upon Employer’s specific business need.

X. Variations from Benefits Program

Any variation from the provisions of this Benefits Program (whether by separate employment agreement otherwise) shall be effective only if such variation is contained in a writing provided to the affected Executive and signed by the CEO, President or Chief Human Resources Officer of Holdings or of the Employer; provided, however, that no such modification or amendment after the date on which the Executive’s employment has been terminated for reasons other than Cause, for Good Reason or after the occurrence of a Change in Control shall adversely affect an Executive’s entitlement to severance benefits under Sections IV or V above.

XI. Section 409A.

Notwithstanding anything to the contrary in this Benefits Program, if at the time of an Executive’s termination of employment, the Executive is a “specified employee,” as defined below, any and all amounts payable under this Benefits Program on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A.

For purposes of this Benefits Program, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).

Each payment made under this Benefits Program shall be treated as a separate payment and the right to a series of installment payments under this Benefits Program is to be treated as a right to a series of separate payments.

In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Benefits Program to comply with, or be exempt from, the requirements of Section 409A.

EX-31.1

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;

4. 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.

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

EX-31.2

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;

4. 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.

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

EX-32.1

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 June 30, 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: July 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

EX-99.1

EXHIBIT 99.1

RISK FACTORS

An investment in the notes involves significant risks. Prior to making a decision about investing in the notes, and in consultation with your own financial and legal advisors, you should carefully consider, among other matters, the following risk factors, as well as those incorporated by reference in this prospectus supplement and the accompanying prospectus from our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on February 12, 2015, as updated by our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015, filed with the SEC on April 30, 2015, and any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. The risk factors we have described are not the only ones we face. Our operations could also be impaired by additional risks and uncertainties. If any of these risks and uncertainties develop into actual events, our business, financial condition and results of operations could be materially adversely affected and you could lose all or a part of your investment.

Risks Related to the Notes and this Offering

We expect that the trading price of the notes will be significantly affected by changes in the market price of our common stock, the interest rate environment and our credit quality, each of which could change substantially at any time.

We expect that the trading price of the notes will depend on a variety of factors, including, without limitation, the market price of our common stock, the interest rate environment and our credit quality. Each of these factors may be volatile, and may or may not be within our control.

For example, the trading price of the notes will increase with the market price and volatility of our common stock. We cannot, however, predict whether the market price of our common stock will rise or fall or whether the volatility of our common stock will continue at its historical level. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this section, elsewhere in this prospectus supplement or the documents we have incorporated by reference in this prospectus supplement or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. Additionally, the stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of companies. A decrease in the market price of our common stock would likely adversely impact the trading price of the notes. The market price of our common stock could also be affected by possible sales of our common stock by investors who view the notes as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our common stock. This trading activity could, in turn, affect the trading price of the notes.

Likewise, if interest rates, or expected future interest rates, rise during the term of the notes, the yield of the notes will likely decrease, but the value of the conversion option embedded in the notes will likely increase. Because interest rates and interest rate expectations are influenced by a wide variety of factors, many of which are beyond our control, we cannot assure you that changes in interest rates or interest rate expectations will not adversely affect the trading price of the notes.

Furthermore, the trading price of the notes will likely be significantly affected by any change in our credit quality. Because our credit quality is influenced by a variety of factors, some of which are beyond our control, we cannot guarantee that we will maintain or improve our credit quality during the term of the notes. In addition, because we may choose to take actions that adversely affect our credit quality, such as incurring additional debt, there can be no guarantee that our credit quality will not decline during the term of the notes, which would likely negatively impact the trading price of the notes.

The notes are effectively subordinated to our secured debt and any liabilities of our subsidiaries.

The notes will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of our liabilities that are not so subordinated; effectively junior in right of payment to any of our secured indebtedness and other secured obligations to the extent of the value of the assets securing such indebtedness or other obligations; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. In the event of our bankruptcy, liquidation, reorganization or other winding up, our

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assets that secure debt ranking senior in right of payment to the notes will be available to pay obligations on the notes only after the secured debt has been repaid in full from these assets. There may not be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding. The indenture governing the notes does not prohibit us from incurring additional senior debt or secured debt, nor does it prohibit any of our subsidiaries from incurring additional liabilities.

As of March 31, 2015, our total consolidated indebtedness was $2,599 million, of which an aggregate of $1,871 million was senior secured indebtedness. As of March 31, 2015, our subsidiaries had $2,599 million of indebtedness and other liabilities (which amount includes trade payables, but excludes intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) to which the notes would have been structurally subordinated. After giving effect to the issuance of the notes (assuming no exercise of the underwriters’ over-allotment option) and the use of proceeds therefrom, our total consolidated indebtedness would have been $2,589 million.

The notes are our obligations only and our operations are conducted through, and substantially all of our consolidated assets are held by, our subsidiaries.

The notes are our obligations exclusively and, as a holding company, we have no material assets other than certain investments and our ownership of the common stock of our subsidiaries. We will rely entirely upon distributions from our subsidiaries to meet the payment obligations under the notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due under the notes or otherwise to make any funds available to us including the payment of dividends or other distributions or the extension of loans or advances. Furthermore, the ability of our subsidiaries to make any payments to us would be dependent upon the terms of any credit facilities or other agreements of the subsidiaries and upon the subsidiaries’ earnings, which are subject to various business risks. In a bankruptcy or insolvency proceeding, claims of holders of the notes would be satisfied solely from our equity interests in our subsidiaries remaining after the satisfaction of claims of creditors of the subsidiaries. Accordingly, the notes are effectively subordinated to existing and future liabilities of our subsidiaries to their respective creditors. The notes also are effectively subordinated to any secured debt that we incur to the extent of the value of the assets securing that indebtedness.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payment of the principal of, to pay interest on or to refinance our consolidated indebtedness, including the notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Recent and future regulatory actions and other events may adversely affect the trading price and liquidity of the notes.

We expect that many investors in, and potential purchasers of, the notes will employ, or seek to employ, a convertible arbitrage strategy with respect to the notes. Investors would typically implement such a strategy by selling short the common stock underlying the notes and dynamically adjusting their short position while continuing to hold the notes. Investors may also implement this type of strategy by entering into swaps on our common stock in lieu of or in addition to short selling the common stock.

The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our common stock). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchanges of a “Limit Up-Limit Down” program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the notes to effect short sales of our common stock, borrow our common stock or enter into swaps on our common stock could adversely affect the trading price and the liquidity of the notes.

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Despite our current debt levels, we may still incur substantially more debt or take other actions which would intensify the risks discussed above.

Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We will not be restricted under the terms of the indenture governing the notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture governing the notes that could have the effect of diminishing our ability to make payments on the notes when due.

We may not have the ability to raise the funds necessary to settle conversions of the notes or to repurchase the notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the notes.

Holders of the notes will have the right to require us to repurchase their notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, as described under “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes.” In addition, upon conversion of the notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the notes being converted as described under “Description of Notes—Conversion Rights—Settlement upon Conversion.” However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of notes surrendered therefor or notes being converted. In addition, our ability to repurchase the notes or to pay cash upon conversions of the notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments upon conversions thereof.

The conditional conversion feature of the notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the notes is triggered, holders of notes will be entitled to convert the notes at any time during specified periods at their option. See “Description of Notes—Conversion Rights.” If one or more holders elect to convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Future sales of our common stock in the public market could lower the market price for our common stock and adversely impact the trading price of the notes.

In the future, we may sell additional shares of our common stock to raise capital. In addition, a substantial number of shares of our common stock is reserved for issuance upon the exercise of stock options and upon conversion of the notes. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sale of substantial amounts of common stock, or the perception that such issuances and sales may occur, could adversely affect the trading price of the notes and the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

Holders of notes will not be entitled to any rights with respect to our common stock, but they will be subject to all changes made with respect to them to the extent our conversion obligation includes shares of our common stock.

Holders of notes will not be entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock) prior to the conversion date

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relating to such notes (if we have elected to settle the relevant conversion by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share)) or the last trading day of the relevant observation period (if we elect to pay and deliver, as the case may be, a combination of cash and shares of our common stock in respect of the relevant conversion), but holders of notes will be subject to all changes affecting our common stock. For example, if an amendment is proposed to our certificate of incorporation or by-laws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the conversion date related to a holder’s conversion of its notes (if we have elected to settle the relevant conversion by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share)) or the last trading day of the relevant observation period (if we elect to pay and deliver, as the case may be, a combination of cash and shares of our common stock in respect of the relevant conversion), such holder will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes affecting our common stock.

The conditional conversion feature of the notes could result in your receiving less than the value of our common stock into which the notes would otherwise be convertible.

Prior to the close of business on the business day immediately preceding September 1, 2021, you may convert your notes only if specified conditions are met. If the specific conditions for conversion are not met, you will not be able to convert your notes, and you may not be able to receive the value of the cash, common stock or a combination of cash and common stock, as applicable, into which the notes would otherwise be convertible. Therefore, you may not be able to realize the appreciation, if any, in the value of our common stock after the issuance of the notes in this offering and prior to such date. In addition, the inability to freely convert your notes prior to such date may also adversely affect the trading price of the notes and your ability to resell the notes.

Upon conversion of the notes, you may receive less valuable consideration than expected because the value of our common stock may decline after you exercise your conversion right but before we settle our conversion obligation.

Under the notes, a converting holder will be exposed to fluctuations in the value of our common stock during the period from the date such holder surrenders notes for conversion until the date we settle our conversion obligation.

Upon conversion of the notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. If we elect to satisfy our conversion obligation in cash or a combination of cash and shares of our common stock, the amount of consideration that you will receive upon conversion of your notes will be determined by reference to the volume-weighted average price of our common stock for each trading day in a 70 trading day observation period. As described under “Description of Notes—Settlement upon Conversion,” this period would be (i) if the relevant conversion date occurs prior to September 1, 2021, the 70 consecutive trading day period beginning on, and including, the second trading day immediately succeeding such conversion date; and (ii) if the relevant conversion date occurs on or after September 1, 2021, and on or prior to the second scheduled trading day immediately preceding the maturity date, the 70 consecutive trading days beginning on, and including, the72nd scheduled trading day immediately preceding the maturity date. Accordingly, if the price of our common stock decreases during this period, the amount and/or value of consideration you receive will be adversely affected. In addition, if the market price of our common stock at the end of such period is below the average volume-weighted average price of our common stock during such period, the value of any shares of our common stock that you will receive in satisfaction of our conversion obligation will be less than the value used to determine the number of shares that you will receive.

If we elect to satisfy our conversion obligation solely in shares of our common stock upon conversion of the notes, we will be required to deliver the shares of our common stock, together with cash for any fractional share, no later than the third scheduled trading day following the relevant conversion date. Accordingly, if the price of our common stock decreases during this period, the value of the shares that you receive will be adversely affected and would be less than the conversion value of the notes on the conversion date.

The notes are not protected by restrictive covenants.

The indenture governing the notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of liens or indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The indenture contains no covenants or other provisions to afford protection to holders of the notes in the event of a fundamental change or other corporate transaction involving us except to the extent described under “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes,” “Description of Notes—Conversion Rights—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change” and “Description of Notes—Consolidation, Merger and Sale of Assets.”

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The increase in the conversion rate for notes converted in connection with a make-whole fundamental change may not adequately compensate you for any lost value of your notes as a result of such transaction.

If a make-whole fundamental change occurs prior to the maturity date, under certain circumstances, we will increase the conversion rate by a number of additional shares of our common stock for notes converted in connection with such make-whole fundamental change. The increase in the conversion rate will be determined based on the date on which the specified corporate transaction becomes effective and the price paid (or deemed to be paid) per share of our common stock in such transaction, as described below under “Description of Notes—Conversion Rights—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change.” The increase in the conversion rate for notes converted in connection with a make-whole fundamental change may not adequately compensate you for any lost value of your notes as a result of such transaction. In addition, if the price of our common stock in the transaction is greater than $300.00 per share or less than $55.89 per share (in each case, subject to adjustment), no additional shares will be added to the conversion rate. Moreover, in no event will the conversion rate per $1,000 principal amount of notes as a result of this adjustment exceed 17.8922 shares of common stock, subject to adjustment in the same manner as the conversion rate as set forth under “Description of Notes—Conversion Rights—Conversion Rate Adjustments.”

Our obligation to increase the conversion rate for notes converted in connection with a make-whole fundamental change could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

The conversion rate of the notes may not be adjusted for all dilutive events.

The conversion rate of the notes is subject to adjustment for certain events, including, but not limited to, the issuance of certain stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends and certain issuer tender or exchange offers as described under “Description of Notes—Conversion Rights—Conversion Rate Adjustments.” However, the conversion rate will not be adjusted for other events, such as a third-party tender or exchange offer or an issuance of common stock for cash, that may adversely affect the trading price of the notes or our common stock. An event that adversely affects the value of the notes may occur, and that event may not result in an adjustment to the conversion rate.

Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the notes.

Upon the occurrence of a fundamental change, you have the right to require us to repurchase your notes. However, the fundamental change provisions will not afford protection to holders of notes in the event of other transactions that could adversely affect the notes. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us, or a significant change in the composition of our board may not constitute a fundamental change requiring us to repurchase the notes. In the event of any such transaction, the holders would not have the right to require us to repurchase the notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of notes.

We cannot assure you that an active trading market will develop for the notes.

Prior to this offering, there has been no trading market for the notes, and we do not intend to apply to list the notes on any securities exchange or to arrange for quotation on any automated dealer quotation system. We have been informed by the underwriters that they intend to make a market in the notes after the offering is completed. However, the underwriters may cease their market-making at any time without notice. In addition, the liquidity of the trading market in the notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active trading market will develop for the notes. If an active trading market does not develop or is not maintained, the market price and liquidity of the notes may be adversely affected. In that case you may not be able to sell your notes at a particular time or you may not be able to sell your notes at a favorable price.

Any adverse rating of the notes may cause their trading price to fall.

We do not intend to seek a rating on the notes. However, if a rating service were to rate the notes and if such rating service were to lower its rating on the notes below the rating initially assigned to the notes or otherwise announces its intention to put the notes on credit watch, the trading price of the notes could decline.

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You may be subject to tax if we make or fail to make certain adjustments to the conversion rate of the notes even though you do not receive a corresponding cash distribution.

The conversion rate of the notes is subject to adjustment in certain circumstances, including the payment of cash dividends. If the conversion rate is adjusted as a result of a distribution that is taxable to our common stockholders, such as a cash dividend, you may be deemed to have received a dividend subject to U.S. federal income tax without the receipt of any cash. In addition, a failure to adjust (or to adjust adequately) the conversion rate after an event that increases your proportionate interest in us could be treated as a deemed taxable dividend to you. If a make-whole fundamental change occurs prior to the maturity date, under some circumstances, we will increase the conversion rate for notes converted in connection with the make-whole fundamental change. Such increase may also be treated as a distribution subject to U.S. federal income tax as a dividend. See “Material U.S. Federal Income Tax Considerations.” If you are a non-U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations”), any deemed dividend would be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty, which may be withheld from subsequent payments on the notes. See “Material U.S. Federal Income Tax Considerations.”

The convertible note hedge and warrant transactions may affect the value of the notes and our common stock.

In connection with the pricing of the notes, we entered into convertible note hedge transactions with the option counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be. We also entered into warrant transactions with the option counterparties. However, the warrant transactions could separately have a dilutive effect on our earnings per share to the extent that the market price per share of our common stock exceeds the applicable strike price of the warrants. Accordingly, when the convertible note hedge transactions and the warrant transactions are taken together, the extent to which the convertible note hedge transactions reduce the potential dilution to our common stock (or the cash payments in excess of the principal amount of the notes) upon conversion of the notes is effectively capped by the warrant transaction at the strike price of the warrant. If the underwriters exercise their over-allotment option, we may enter into additional convertible note hedge transactions and additional warrant transactions.

In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the option counterparties or their respective affiliates expect to enter into various hedging transactions, including (without limitation) derivative transactions, with respect to our common stock concurrently with or shortly after the pricing of the notes. This activity could impact the market price of our common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various hedging transactions, including (without limitation) derivatives, with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes, which could affect your ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration that you will receive upon conversion of the notes.

In addition, if any such convertible note hedge and warrant transactions fail to become effective, whether or not this offering of notes is completed, the option counterparties or their respective affiliates may unwind their hedge positions with respect to our common stock, which could adversely affect the value of our common stock and, if the notes have been issued, the value of the notes.

Risks Related to Our Common Stock

Our common stock share price has been subject to fluctuations in value.

The trading price of our common stock is subject to material fluctuations in response to a variety of factors, including quarterly variations in our operating results, conditions of the airfreight market and global economic conditions or other events and factors that are beyond our control.

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In the past, following periods of significant volatility in the overall market and in the market price of a company’s securities, securities class action litigation has been instituted against these companies in some circumstances. If this type of litigation were instituted against us following a period of volatility in the market price for our common stock, it could result in substantial costs and a diversion of our management’s attention and resources, which could have a material adverse effect on our business, results of operations and financial condition and on the value of your notes.

In addition, the sale of substantial amounts of our common stock could adversely impact its price. As of April 27, 2015, we had outstanding approximately 25,003,943 shares of our common stock. The sale or the availability for sale of a large number of shares of our common stock in the public market could cause the price of our common stock, and the value of your notes, to decline.

Provisions in our restated certificate of incorporation and by-laws and Delaware law might discourage, delay or prevent a change in control of the Company and, therefore, depress the trading price of our common stock and the value of your notes.

Provisions of our restated certificate of incorporation, by-laws and Delaware law may render more difficult or discourage any attempt to acquire our company, even if such acquisition may be believed to be favorable to the interests of our stockholders. These provisions may also discourage bids for our common stock at a premium over market price or adversely affect the market price of our common stock and the value of your notes. See “Description of Capital Stock” in the accompanying prospectus.

U.S. citizenship requirements may limit common stock voting rights.

Under U.S. federal law and DOT requirements, we must be owned and actually controlled by “citizens of the United States,” a statutorily defined term requiring, among other things, that not more than 25% of our issued and outstanding voting stock be owned and controlled, directly or indirectly, by non-U.S. citizens. The DOT periodically conducts airline citizenship reviews and, if it finds that this requirement is not met, may require adjustment of the voting rights of the airline’s issued shares.

As one means to effect compliance, our certificate of incorporation and by-laws provide that the failure of non-U.S. citizens to register their shares on a separate stock record, which we refer to as the “Foreign Stock Record,” results in a suspension of their voting rights. Our by-laws further limit the number of shares of our capital stock that may be registered on the Foreign Stock Record to 25% of our issued and outstanding shares. Registration on the Foreign Stock Record is made in chronological order based on the date we receive a written request for registration. As a result, if a non-U.S. citizen acquires shares of our common stock and does not or is not able to register those shares on our Foreign Stock Record, they may lose their ability to vote those shares. See “Description of Capital Stock” in the accompanying prospectus.

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Future Cash Payments for Debt Table (Detail) $ in Thousands	Jun. 30, 2015 USD ($)
Future Cash Payments for Debt [Abstract]
Less: debt discount, net of amortization	$ (52,436)

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Segment Reporting Narrative (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Segment Reporting Narrative Details [Abstract]
AMC revenue	$ 114.0	$ 91.3	$ 204.1	$ 154.2
Accounts receivable from the AMC	$ 19.5		$ 19.5		$ 15.3

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Financial Instruments Contractual Maturity Table (Detail) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Debt securities
Due after one but within five years, carrying value	$ 72,277	$ 40,040
Due after five but within ten years, carrying value	34,674	80,438
Total, carrying value	106,951	120,478
Due after one but within five years, gross unrealized gain (loss)	1,776	9,700
Due after five but within ten years, gross unrealized gain (loss)	34,072	24,565
Total, gross unrealized gain (loss)	35,848	34,265
Due after one but within five years, fair value	74,053	49,740
Due after five but within ten years, fair value	68,746	105,003
Total, fair value	$ 142,799	$ 154,743

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DHL Investment and Polar Table (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
DHL Investment and Polar Table Details [Line Items]
ACMI revenue from Polar	$ 94,105	$ 74,144	$ 185,518	$ 143,839
Other revenue from Polar	2,842	2,842	5,687	5,684
Ground handling and airport fees paid to Polar	436	$ 448	1,227	$ 772
Receivables from Polar	6,526		6,526		$ 5,702
Payables to Polar	641		641		2,611
Aggregate carrying value of Polar investment	$ 4,870		$ 4,870		$ 4,870

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Debt (Tables)

6 Months Ended

Jun. 30, 2015

Debt Tables [Abstract]

Schedule of Notes

Liability component:
Proceeds	$	224,500
Less: debt discount, net of amortization		(52,436)
Less: debt issuance cost, net of amortization		(5,156)
Net carrying amount	$	166,908
Equity component (1)	$	52,903
(1) Included in Additional paid-in capital on the consolidated balance sheet as of June 30, 2015.

Summary of Interest Expense Recognized

		For the Three and Six Months Ended
		June 30, 2015
Contractual interest coupon	$	393
Amortization of debt discount		467
Amortization of debt issuance costs		51
Total interest expense recognized	$	911

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Earnings Per Share Table (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Numerator:
Net Income Attributable to Common Stockholders	$ 28,390	$ 29,593	$ 57,622	$ 37,537
Denominator:
Basic EPS weighted average shares outstanding	25,029	25,241	24,953	25,169
Effect of dilutive stock options and restricted stock	169	38	182	46
Diluted EPS weighted average shares outstanding	25,198	25,279	25,135	25,215
EPS:
Basic	$ 1.13	$ 1.17	$ 2.31	$ 1.49
Diluted	$ 1.13	$ 1.17	$ 2.29	$ 1.49

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Financial Arrangements Summary of Interest Expense Recognized (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands	Total	Total
Schedule of Interest Expense on Convertible Notes [Abstract]
Contractual interest coupon	$ 393	$ 393
Amortization of debt discount	467	467
Amortization of debt issuance costs	51	51
Total interest expense recognized	$ 911	$ 911

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Accrued Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Accrued Liabilities Details [Abstract]
Customer maintenance reserves	$ 65,042	$ 64,756
Maintenance	45,544	50,702
Aircraft fuel	37,262	15,078
Salaries, wages and benefits	37,122	48,548
Deferred revenue	13,406	10,705
Other	62,966	61,805
Accrued liabilities	$ 261,342	$ 251,594

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Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Income Loss [Line Items]
Balance			$ (9,572)
Net change in fair value	$ 0	$ 0	0	$ (251)
Reclassification to interest expense	(638)	(682)	(1,288)	(1,372)
Income tax benefit (expense)	244	261	492	506
Balance	(9,119)		(9,119)
Interest Rate Derivatives
Accumulated Other Comprehensive Income Loss [Line Items]
Balance			(9,924)	(11,375)
Net change in fair value			0	(251)
Reclassification to interest expense			1,288	1,372
Translation adjustment			0	0
Income tax benefit (expense)			(492)	(506)
Balance	(9,128)	(10,760)	(9,128)	(10,760)
Foreign Currency Translation
Accumulated Other Comprehensive Income Loss [Line Items]
Balance			352	698
Net change in fair value			0	0
Reclassification to interest expense			0	0
Translation adjustment			(343)	171
Income tax benefit (expense)			0	0
Balance	9	869	9	869
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income Loss [Line Items]
Balance			(9,572)	(10,677)
Net change in fair value			0	(251)
Reclassification to interest expense			1,288	1,372
Translation adjustment			(343)	171
Income tax benefit (expense)			(492)	(506)
Balance	$ (9,119)	$ (9,891)	$ (9,119)	$ (9,891)

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Segment Reporting (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Operating Revenue
ACMI	$ 189,255	$ 186,720	$ 378,302	$ 384,861
Charter	235,436	225,234	455,574	402,607
Dry Leasing	27,401	25,524	59,320	50,200
Other	3,741	3,691	7,482	6,864
Total Operating Revenue	455,833	441,169	900,678	844,532
Direct Contribution
ACMI	51,157	44,677	91,059	90,133
Charter	25,019	8,196	55,478	4,007
Dry Leasing	10,894	8,738	26,419	16,909
Total Direct Contribution for Reportable Segments	87,070	61,611	172,956	111,049
Unallocated income and expenses, net	(45,320)	(40,317)	(94,304)	(75,162)
Special charge	(499)	(1,449)	69	(9,477)
Loss (gain) on disposal of aircraft	(114)	(14,679)	(1,323)	(14,679)
Income before income taxes	41,137	5,166	77,398	11,731
Interest income	(4,425)	(4,719)	(8,913)	(9,446)
Interest expense	25,033	26,365	49,581	52,817
Capitalized interest	(177)	(67)	(203)	(379)
Other expense (income), net	(284)	(88)	391	64
Operating Income	$ 61,284	$ 26,657	$ 118,254	$ 54,787

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Consolidated Statements of Stockholders' Equity (Parentheticals) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Consolidated Statements of Stockholders Equity
Purchase of shares of treasury stock	134,929	129,430
Exercise of employee stock options	25,373
Issuance of shares of restricted stock	352,437	346,925

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Income Taxes Tables (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Deferred
Total deferred expense			$ 19,773	$ (21,498)
Income tax expense (benefit)	$ 12,747	$ (23,815)	19,776	(21,276)
Domestic and foreign earnings before income taxes
Income before income taxes	$ 41,137	$ 5,166	$ 77,398	$ 11,731

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Income (Loss) Tables [Abstract]

Components of Accumulated Other Comprehensive Income (Loss)

		Interest Rate			Foreign Currency
		Derivatives			Translation		Total
Balance as of December 31, 2013		$	(11,375)		$	698	$	(10,677)
	Net change in fair value		(251)			-		(251)
	Reclassification to interest expense		1,372			-		1,372
	Translation adjustment		-			171		171
	Tax effect		(506)			-		(506)
Balance as of June 30, 2014		$	(10,760)	$		869	$	(9,891)
		Interest Rate			Foreign Currency
		Derivatives			Translation		Total
Balance as of December 31, 2014		$	(9,924)		$	352	$	(9,572)
	Net change in fair value		-			-		-
	Reclassification to interest expense		1,288			-		1,288
	Translation adjustment		-			(343)		(343)
	Tax effect		(492)			-		(492)
Balance as of June 30, 2015		$	(9,128)		$	9	$	(9,119)

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share Tables [Abstract]

Calculations of Basic and Diluted EPS

	For the Three Months Ended				For the Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Numerator:
Net Income Attributable to Common Stockholders	$	28,390	$	29,593	$	57,622	$	37,537
Denominator:
Basic EPS weighted average shares outstanding		25,029		25,241		24,953		25,169
Effect of dilutive stock options and restricted stock		169		38		182		46
Diluted EPS weighted average shares outstanding		25,198		25,279		25,135		25,215
EPS:
Basic	$	1.13	$	1.17	$	2.31	$	1.49
Diluted	$	1.13	$	1.17	$	2.29	$	1.49

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Income Taxes Monetary (Detail) - USD ($) $ in Millions	Jun. 30, 2015	Jun. 30, 2014
Income Tax Disclosure Narrative Details [Abstract]
ETI Benefit	$ 4.0	$ 24.0
Undistributed Earnings of Foreign Subsidiaries	63.1
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability	$ 22.1

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Basis of Presentation (Detail)	Jun. 30, 2015
Basis Of Presentation Details [Abstract]
Equity interest in PACW	51.00%
Voting interest in PACW	75.00%

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DHL Investment and Polar Percentages (Detail)	Jun. 30, 2015
Dhl Investment And Polar Percentages [Abstract]
DHL equity interest in Polar	49.00%
DHL voting interest in Polar	25.00%

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Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total Stockholders' Equity	Noncontrolling Interest
Balance at Dec. 31, 2013	$ 1,322,125	$ 282	$ (125,826)	$ 561,481	$ (10,677)	$ 892,513	$ 1,317,773	$ 4,352
Net Income (loss)	33,007	0	0	0	0	37,537	37,537	(4,530)
Other comprehensive income (loss)	964	0	0	0	786	0	786	178
Stock option and restricted stock compensation	5,805	0	0	5,805	0	0	5,805	0
Purchase of shares of treasury stock	(4,377)	0	(4,377)	0	0	0	(4,377)	0
Issuance of shares of restricted stock	0	3	0	(3)	0	0	0	0
Tax benefit (expense) on restricted stock and stock options	(1,973)	0	0	(1,973)	0	0	(1,973)	0
Balance at Jun. 30, 2014	1,355,551	285	(130,203)	565,310	(9,891)	930,050	1,355,551	0
Balance at Dec. 31, 2014	1,417,795	286	(145,322)	573,133	(9,572)	999,270	1,417,795	0
Net Income (loss)	57,622	0	0	0	0	57,622	57,622	0
Other comprehensive income (loss)	453	0	0	0	453	0	453	0
Stock option and restricted stock compensation	9,837	0	0	9,837	0	0	9,837	0
Purchase of shares of treasury stock	(6,314)	0	(6,314)	0	0	0	(6,314)	0
Exercise of employee stock options	1,193	0	0	1,193	0	0	1,193	0
Issuance of shares of restricted stock	0	3	0	(3)	0	0	0	0
Equity component of convertible notes, net of tax	32,233	0	0	32,233	0	0	32,233	0
Purchase of convertible note hedges, net of tax	(33,837)	0	0	(33,837)	0	0	(33,837)	0
Issuance of warrants	36,290	0	0	36,290	0	0	36,290	0
Tax benefit (expense) on restricted stock and stock options	65	0	0	65	0	0	65	0
Balance at Jun. 30, 2015	$ 1,515,337	$ 289	$ (151,636)	$ 618,911	$ (9,119)	$ 1,056,892	$ 1,515,337	$ 0

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Summary of Significant Account Policies (Detail) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Amortization Of Debt Issuance Costs Details [Abstract]
Debt issuance costs classified as reduction of debt	$ 55.6	$ 55.1
Variable Interest Entities And Off Balance Sheet Arrangements Details [Abstract]
Ownership interest in GATS	50.00%
Investment in GATS	$ 18.8	16.4
Payable to GATS	$ 1.7	$ 1.5

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Financing Arrangements Additional Information (Detail) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)
Long term debt type [Domain]
Debt Instrument [Line Items]
Convertible notes aggregate principal amount	$ 224,500
Debt instrument interest rate	2.25%
Conversion price of convertible notes | $ / shares	$ 74.05
Effective interest rate of debt	6.44%
Remaining life of notes	6 years 11 months
Net cost incurred as reduction to additional paid-in capital	$ 16,600
Convertible notes aggregate principal amount	$ 224,500
Number of common shares converted upon debt conversion for each $1000 principal amount	13.5036
Debt issuance costs	$ 6,800
Liability issuance costs	5,200
Equity issuance costs	$ 1,600
Hedge option to purchase common stock | shares	3,031,558
Aggregate amount for convertible hedge	$ 52,900
Common stock price per share | $ / shares	$ 74.05
Aggregate proceeds from the sale of warrants	$ 36,290	$ 0
Warrant [Member]
Debt Instrument [Line Items]
Common stock price per share | $ / shares	$ 95.01
Aggregate proceeds from the sale of warrants	$ 36,300
Warrant option holder to purchase common stock | shares	3,031,558

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Accumulated Other Comprehensive Income (Loss) Narrative (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Income Loss Narrative Details [Abstract]
Unamortized realized loss in Accumulated other comprehensive income (loss) related to forward-starting interest rate swaps	$ 14.7		$ 14.7
Net realized losses reclassified into earnings	0.6	$ 0.7	1.3	$ 1.4
Realized losses related to forward-starting interest rate swaps expected to be reclassified into earnings within the next 12 months	$ 2.5		$ 2.5

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Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 514,750	$ 298,601
Short-term investments	24,373	17,802
Restricted cash	15,731	14,281
Accounts receivable, net of allowance	152,906	162,092
Prepaid maintenance	15,589	20,806
Deferred taxes	41,862	40,923
Prepaid expenses and other current assets	31,313	51,599
Total current assets	796,524	606,104
Property and Equipment
Flight equipment	3,489,587	3,448,791
Ground equipment	55,227	51,418
Less: accumulated depreciation	(400,368)	(348,036)
Purchase deposits for flight equipment	58,820	20,054
Property and equipment, net	3,203,266	3,172,227
Other Assets
Long-term investments and accrued interest	106,951	120,478
Deposits and other assets	77,337	80,258
Intangible assets, net	62,918	67,410
Total Assets	4,246,996	4,046,477
Current Liabilities
Accounts payable	39,274	42,864
Accrued liabilities	261,342	251,594
Current portion of long-term debt	180,902	181,202
Total current liabilities	481,518	475,660
Other Liabilities
Long-term debt	1,812,483	1,736,739
Deferred taxes	370,216	350,868
Other liabilities	67,442	65,415
Total other liabilities	2,250,141	2,153,022
Commitments and contingencies	0	0
Equity
Preferred stock	0	0
Common stock	289	286
Additional paid-in-capital	618,911	573,133
Treasury stock, at cost	(151,636)	(145,322)
Accumulated other comprehensive loss	(9,119)	(9,572)
Retained earnings	1,056,892	999,270
Total stockholders' equity	1,515,337	1,417,795
Total equity	1,515,337	1,417,795
Total Liabilities and Equity	$ 4,246,996	$ 4,046,477

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Financial Instruments Fair Value Table (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Assets
Cash and cash equivalents	$ 514,750	$ 298,601	$ 276,404	$ 321,816
Short-term investments	24,373	17,802
Restricted cash	15,731	14,281
Long-term investments and accrued interest	106,951	120,478
Liabilities
Convertible Notes	166,908
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	514,750	298,601
Short-term investments	24,373	17,802
Restricted cash	15,731	14,281
Long-term investments and accrued interest	106,951	120,478
Liabilities
Term loans	910,383	945,813
Ex-Im Bank guaranteed notes	725,320	760,389
EETCs	190,774	211,739
Convertible Notes	166,908
Financial instruments liabilities	1,993,385	1,917,941
Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	514,750	298,601
Short-term investments	24,373	17,802
Restricted cash	15,731	14,281
Long-term investments and accrued interest	142,799	154,743
Liabilities
Term loans	945,633	982,036
Ex-Im Bank guaranteed notes	752,443	789,834
EETCs	243,436	270,333
Convertible Notes	221,454
Financial instruments liabilities	2,162,966	2,042,203
Fair Value, Inputs, Level 1 [Member]
Assets
Cash and cash equivalents	514,750	298,601
Short-term investments	0	0
Restricted cash	15,731	14,281
Long-term investments and accrued interest	0	0
Liabilities
Term loans	0	0
Ex-Im Bank guaranteed notes	0	0
EETCs	0	0
Convertible Notes	221,454
Financial instruments liabilities	221,454	0
Fair Value, Inputs, Level 2 [Member]
Assets
Cash and cash equivalents	0	0
Short-term investments	0	0
Restricted cash	0	0
Long-term investments and accrued interest	0	0
Liabilities
Term loans	0	0
Ex-Im Bank guaranteed notes	0	0
EETCs	0	0
Convertible Notes	0
Financial instruments liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Assets
Cash and cash equivalents	0	0
Short-term investments	24,373	17,802
Restricted cash	0	0
Long-term investments and accrued interest	142,799	154,743
Liabilities
Term loans	945,633	982,036
Ex-Im Bank guaranteed notes	752,443	789,834
EETCs	243,436	270,333
Convertible Notes	0
Financial instruments liabilities	$ 1,941,512	$ 2,042,203

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Other Comprehensive Income (Loss)
Net Income	$ 28,390	$ 28,981	$ 57,622	$ 33,007
Interest rate derivatives:
Net change in fair value	0	0	0	(251)
Reclassification to interest expense	638	682	1,288	1,372
Income tax expense	(244)	(261)	(492)	(506)
Foreign currency translation:
Translation adjustment	(285)	191	(343)	349
Accumulated Postretirement Benefit Obligation:
Other comprehensive income (loss)	109	612	453	964
Comprehensive Income	28,499	29,593	58,075	33,971
Less: Comprehensive income (loss) attributable to noncontrolling interests	0	(515)	0	(4,352)
Comprehensive Income Attributable to Common Stockholders	$ 28,499	$ 30,108	$ 58,075	$ 38,323

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Special Charge Table (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($)
Special Charge [Line Items]
Beginning balance	$ 3,551
Special charge items, net	(483)
Cash payments	(2,980)
Ending balance	88
Lease termination costs [Member]
Special Charge [Line Items]
Beginning balance	2,437
Special charge items, net	(532)
Cash payments	(1,817)
Ending balance	88
GSS employee termination benefits [Member]
Special Charge [Line Items]
Beginning balance	1,014
Special charge items, net	35
Cash payments	(1,049)
Ending balance	0
Other [Member]
Special Charge [Line Items]
Beginning balance	100
Special charge items, net	14
Cash payments	(114)
Ending balance	$ 0

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DHL Investment and Polar (Tables)

6 Months Ended

Jun. 30, 2015

DHL Investment And Polar Tables [Abstract]

Summary of Our Transactions with Polar

		For the Three Months Ended				For the Six Months Ended
Revenue and Expenses:		June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
	ACMI segment revenue from Polar	$	94,105	$	74,144	$	185,518	$	143,839
	Other revenue from Polar	$	2,842	$	2,842	$	5,687	$	5,684
	Ground handling and airport fees paid to Polar	$	436	$	448	$	1,227	$	772
Accounts receivable/payable as of:		June 30, 2015		December 31, 2014
	Receivables from Polar	$	6,526	$	5,702
	Payables to Polar	$	641	$	2,611
Aggregate Carrying Value of Polar Investment as of:		June 30, 2015		December 31, 2014
		$	4,870	$	4,870

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Intangible Assets, net Tables (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Intangible Assets Table Details [Abstract]
Intangible assets, net	$ 62,918	$ 67,410

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Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2015

Accrued Liabilities Tables [Abstract]

Accrued Liabilities

	June 30, 2015		December 31, 2014
Customer maintenance reserves	$	65,042	$	64,756
Maintenance		45,544		50,702
Aircraft fuel		37,262		15,078
Salaries, wages and benefits		37,122		48,548
Deferred revenue		13,406		10,705
Other		62,966		61,805
Accrued liabilities	$	261,342	$	251,594

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Operating Activities:
Net Income	$ 57,622	$ 33,007
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and amortization	73,263	67,195
Accretion of debt securities discount	(3,760)	(4,081)
Provision for allowance for doubtful accounts	46	232
Special charge, net of cash payments	(715)	7,171
Loss on disposal of aircraft	1,323	14,679
Deferred taxes	19,773	(21,498)
Stock-based compensation expense	9,837	5,805
Changes in:
Accounts receivable	10,135	(23,248)
Prepaid expenses and other current assets	8,937	27,613
Deposits and other assets	1,645	(4,603)
Accounts payable and accrued liabilities	(7,009)	4,854
Net cash provided by operating activities	171,097	107,126
Investing Activities:
Capital expenditures	(22,117)	(10,653)
Purchase deposits and delivery payments for flight equipment	(62,841)	(494,072)
Changes in restricted cash	(1,450)	(6,724)
Proceeds from short-term investments	2,394	2,060
Proceeds from disposal of aircraft	24,625	0
Net cash used for investing activities	(59,389)	(509,389)
Financing Activities:
Proceeds from debt issuance	224,500	572,552
Customer maintenance reserves received	8,701	8,757
Customer maintenance reserves paid	1,752	0
Proceeds from sale of warrants	36,290	0
Payments for convertible note hedges	52,903	0
Proceeds from stock option exercises	1,193	0
Purchase of treasury stock	(6,314)	(4,377)
Excess tax benefit from stock-based compensation expense	588	(1,973)
Payment of debt issuance costs	(6,812)	(17,087)
Payments of debt	(99,050)	(201,021)
Net cash provided by financing activities	104,441	356,851
Net increase (decrease) in cash and cash equivalents	216,149	(45,412)
Cash and cash equivalents at the beginning of period	298,601	321,816
Cash and cash equivalents at the end of period	514,750	276,404
Non-cash Investing and Financing Activities:
Acquisition of flight equipment included in Accounts payable and accrued liabilities	6,940	29,087
Disposition of aircraft included in accounts receivable	$ 0	$ 7,000

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Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Consolidated Balance Sheets
Allowance for doubtful accounts receivable	$ 1,631	$ 1,658

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Financial Instruments

6 Months Ended

Jun. 30, 2015

Financial Instruments [Abstract]

Financial Instruments

8. 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:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 Other inputs that are observable directly or indirectly, such as quoted prices in

active markets for similar assets or liabilities, or inactive quoted prices for identical

assets or liabilities in inactive markets;

Level 3 Unobservable inputs reflecting assumptions about the inputs used in pricing the

asset or liability.

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 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 fair value of our Convertible Notes is based on unadjusted quoted market prices for these securities.

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

		June 30, 2015
			Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	514,750	$	514,750	$	514,750	$	-	$	-
	Short-term investments		24,373		24,373		-		-		24,373
	Restricted cash		15,731		15,731		15,731		-		-
	Long-term investments and accrued interest		106,951		142,799		-		-		142,799
		$	661,805	$	697,653	$	530,481	$	-	$	167,172
Liabilities
	Term loans	$	910,383	$	945,633	$	-	$	-	$	945,633
	Ex-Im Bank guaranteed notes		725,320		752,443		-		-		752,443
	EETCs		190,774		243,436		-		-		243,436
	Convertible Notes		166,908		221,454		221,454		-		-
		$	1,993,385	$	2,162,966	$	221,454	$	-	$	1,941,512

		December 31, 2014
			Carrying Value		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:

		June 30, 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		$	72,277	$	1,776	$	74,053	$	40,040	$	9,700	$	49,740
Due after five but within ten years			34,674		34,072		68,746		80,438		24,565		105,003
	Total	$	106,951	$	35,848	$	142,799	$	120,478	$	34,265	$	154,743

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 27, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Document period end date	Jun. 30, 2015
Amendment flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015
Current fiscal year end date	--12-31
Entity central index key	0001135185
Entity current reporting status	Yes
Entity filer category	Large Accelerated Filer
Entity registrant name	ATLAS AIR WORLDWIDE HOLDINGS INC
Entity trading symbol	AAWW
Entity voluntary filers	No
Entity well known seasoned issuer	Yes
Entity common stock shares outstanding		25,052,851

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Segment Reporting

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment Reporting

9. 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				For the Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Operating Revenue:
ACMI	$	189,255	$	186,720	$	378,302	$	384,861
Charter		235,436		225,234		455,574		402,607
Dry Leasing		27,401		25,524		59,320		50,200
Other		3,741		3,691		7,482		6,864
Total Operating Revenue	$	455,833	$	441,169	$	900,678	$	844,532

Direct Contribution:
ACMI	$	51,157	$	44,677	$	91,059	$	90,133
Charter		25,019		8,196		55,478		4,007
Dry Leasing		10,894		8,738		26,419		16,909
Total Direct Contribution for Reportable Segments		87,070		61,611		172,956		111,049
Add back (subtract):
Unallocated income and expenses, net*		(45,320)		(40,317)		(94,304)		(75,162)
Special charge		(499)		(1,449)		69		(9,477)
Loss on disposal of aircraft		(114)		(14,679)		(1,323)		(14,679)
Income before Income Taxes		41,137		5,166		77,398		11,731
Add back (subtract):
Interest income		(4,425)		(4,719)		(8,913)		(9,446)
Interest expense		25,033		26,365		49,581		52,817
Capitalized interest		(177)		(67)		(203)		(379)
Other expense (income), net		(284)		(88)		391		64
Operating Income	$	61,284	$	26,657	$	118,254	$	54,787

*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 $114.0 million for the three months ended June 30, 2015 and $91.3 million for the three months ended June 30, 2014. Revenue from the AMC was $204.1 million for the six months ended June 30, 2015 and $154.2 million for the sixmonths ended June 30, 2014. Accounts receivable from the AMC were $19.5 million and $15.3 million as of June 30, 2015 and December 31, 2014, respectively. We have not experienced any credit issues with either of these customers.

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Consolidated Balance Sheets Shares (Parentheticals) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Consolidated Balance Sheets
Preferred stock par value	$ 1	$ 1
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Common stock par value	$ 0.01	$ 0.01
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	28,938,970	28,561,160
Common stock shares outstanding	25,050,599	24,807,718
Treasury stock shares	3,888,371	3,753,442

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DHL Investment and Polar

6 Months Ended

Jun. 30, 2015

DHL Investment And Polar [Abstract]

Related Parties

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				For the Six Months Ended
Revenue and Expenses:		June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
	ACMI segment revenue from Polar	$	94,105	$	74,144	$	185,518	$	143,839
	Other revenue from Polar	$	2,842	$	2,842	$	5,687	$	5,684
	Ground handling and airport fees paid to Polar	$	436	$	448	$	1,227	$	772
Accounts receivable/payable as of:		June 30, 2015		December 31, 2014
	Receivables from Polar	$	6,526	$	5,702
	Payables to Polar	$	641	$	2,611
Aggregate Carrying Value of Polar Investment as of:		June 30, 2015		December 31, 2014
		$	4,870	$	4,870

GATS

We hold a 50% interest in GATS GP (BVI) 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 June 30, 2015 and December 31, 2014, our investment in GATS was $18.8 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 $1.7 million as of June 30, 2015 and $1.5 million as of December 31, 2014.

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Recently Adopted Accounting Pronouncements

6 Months Ended

Jun. 30, 2015

Recently Adopted Accounting Pronouncements [Abstract]

Recently Adopted Accounting Pronouncements

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. In July 2015, the FASB voted to defer the effective date by one year to the beginning of 2018 and permit 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 on our balance sheet as a reduction of debt was $55.6 million at June 30, 2015 and $55.1 million at December 31, 2014.

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Special Charge (Table)

6 Months Ended

Jun. 30, 2015

Special charge tables [Abstract]

Special charge

	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		(532)		35		14		(483)
Cash payments		(1,817)		(1,049)		(114)		(2,980)
Liability as of June 30, 2015	$	88	$	-	$	-	$	88

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Labor and Legal Proceedings

6 Months Ended

Jun. 30, 2015

Labor And Legal Proceedings [Abstract]

Legal Proceedings

10. 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 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. On July 10, 2015, the court issued an order affirming the magistrate judge’s decision and certifying the class. We and other remaining defendants have petitioned the U.S. Court of Appeals for the Second Circuit for permission to appeal that order and we also intend to vigorously pursue a number of defenses, some of which were made in summary judgment motions and responses in 2015. 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. Court-ordered disclosure is continuing. 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 $6.3 million in aggregate based on June 30, 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 $4.7 million as of June 30, 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.

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Debt

6 Months Ended

Jun. 30, 2015

Debt [Abstract]

Debt

6. Debt

Convertible Notes

In June 2015, we issued $224.5 million aggregate principal amount of convertible senior notes (the “Convertible Notes”) in an underwritten public offering. The Convertible Notes are senior unsecured obligations and accrue interest payable semi-annually on June 1 and December 1 of each year at an annual rate of 2.25%. The Convertible Notes will mature on June 1, 2022, unless earlier converted or repurchased pursuant to their terms.

We used a portion of the net proceedsin June 2015 to fund the cost of the convertible note hedge transactions, described below, andin July 2015 to refinance higher-rate equipment notes funded by Enhanced Equipment Trust Certificates (“EETCs”) related to three 747-400 freighter aircraft. We expect to use a portion of the net proceeds during the third quarter of 2015 to refinance additional higher-rate EETCs for two 747-400 freighter aircraft, for which we issued a notice of redemption in July 2015. In addition, we expect to use a portion of the net proceeds for working capital and capital expenditures, for repayment or refinancing of debt, and for general corporate purposes.

Each $1,000 of principal of the Convertible Notes will initially be convertible into13.5036 shares of our common stock,which is equal to an initial conversion price of $74.05 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest, except in certain limited circumstances. Upon the occurrence of a “make-whole fundamental change,” we will, in certain circumstances, increase the conversion rate by a number of additional shares of our common stock for Convertible Notes converted in connection with such “make-whole fundamental change”. Additionally, if we undergo a “fundamental change,” a holder will have the option to require us to repurchase all or a portion of its Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unpaid interest through, but excluding, the fundamental change repurchase date.

In connection with the offering of the Convertible Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) a total of 3,031,558 shares of our common stock at a price of $74.05 per share. The total cost of the convertible note hedge transactions was $52.9 million. In addition, we sold warrants to the option counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of3,031,558 shares of our common stock at a price of $95.01. We received $36.3 million in cash proceeds from the sale of these warrants.

Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any actual dilution from the conversion of the Convertible Notes and to effectively increase the overall conversion price from $74.05 to $95.01 per share. The $16.6 million net cost incurred in connection with the convertible note hedges and warrants was recorded as a reduction to additional paid-in capital, net of tax, in the consolidated balance sheet as of June 30, 2015.

On or after September 1, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or a portion of its Convertible Notes.

Upon conversion, the Convertible Notes will be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock. Our current intent and policy is to settle conversions with a combination of cash and shares of common stock with the principal amount of the Convertible Notes paid in cash.

Holders may convert their Convertible Notes at their option at any time prior to September 1, 2021, only under the following circumstances:

• during any calendar quarter (and only during such calendar quarter) commencing after September 30, 2015 if, for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price of our common stock for such trading day is equal to or greater than 130% of the conversion price on such trading day;

• during the five consecutive business day period immediately following any five consecutive trading day period (the “measurement period”) in which, for each trading day of the measurement period, the trading price per $1,000 principal amount of the Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock for such trading day and the conversion rate on such trading day; or

• upon the occurrence of specified corporate events.

We separatelyaccount for the liability and equity components of the Convertible Notes. The carrying amount of the liability component was determined by measuring the fair value of a similar liability that does not have an associated conversion feature, assuming our non-convertible unsecured debt borrowing rate. The carrying value of the equity component, the conversion option, which is recognized as additional paid-in-capital, net of tax, creates a debt discount on the Convertible Notes. The debt discount was determined by deducting the relative fair value of the liability component from the proceeds of the Convertible Notes and is amortized to interest expense using an effective interest rate of 6.44% over the term of the Convertible Notes. As of June 30, 2015, the remaining life of the Convertible Notes is 6.9 years. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification.

As of June 30, 2015, the Convertible Notes consisted of the following:

Liability component:
Proceeds	$	224,500
Less: debt discount, net of amortization		(52,436)
Less: debt issuance cost, net of amortization		(5,156)
Net carrying amount	$	166,908
Equity component (1)	$	52,903
(1) Included in Additional paid-in capital on the consolidated balance sheet as of June 30, 2015.

The debt issuance costs related to the issuance of the Convertible Notes were allocated to the liability and equity components based on their relative values, as determined above. Total debt issuance costs were $6.8million, of which $5.2million was allocated to the liability component and $1.6million was allocated to the equity component. The debt issuance costs allocated to the liability component are amortized to interest expense using the effective interest method over the term of the Convertible Notes.

The following table presents the amount of interest expense recognized related to the Convertible Notes:

		For the Three and Six Months Ended
		June 30, 2015
Contractual interest coupon	$	393
Amortization of debt discount		467
Amortization of debt issuance costs		51
Total interest expense recognized	$	911

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Special Charge

6 Months Ended

Jun. 30, 2015

Special Charge [Abstract]

Special Charge

4. Special Charge

During the threeand sixmonths ended June 30, 2014,we recognized $1.6 million and $3.9million, respectively, 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 $5.2 million during the six months ended June 30, 2014related to a loan from Global Supply Systems Limited (“GSS”), a consolidated subsidiary, to its then51% 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		(532)		35		14		(483)
Cash payments		(1,817)		(1,049)		(114)		(2,980)
Liability as of June 30, 2015	$	88	$	-	$	-	$	88

Substantially all remaining cash payments related to Special charge liabilities are expected to be paid in 2015.

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Accrued Liabilities

6 Months Ended

Jun. 30, 2015

Accrued Liabilities Tables [Abstract]

Accrued Liabilities

5. Accrued Liabilities

Accrued liabilities consisted of the following as of:

	June 30, 2015		December 31, 2014
Customer maintenance reserves	$	65,042	$	64,756
Maintenance		45,544		50,702
Aircraft fuel		37,262		15,078
Salaries, wages and benefits		37,122		48,548
Deferred revenue		13,406		10,705
Other		62,966		61,805
Accrued liabilities	$	261,342	$	251,594

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Taxes [Abstract]

Income Taxes

7. Income Taxes

Our effective income tax rates were an expense of31.0%for the three months ended June 30, 2015and a benefit of 461.0% for the three months ended June 30, 2014. Our effective income tax rates were an expense of 25.6%for the six months ended June 30, 2015and a benefit of 181.4% for the six months ended June 30, 2014. The effective rate for the sixmonths ended June 30, 2015differed from the U.S. federal statutory rate primarily due to an income tax benefit of $4.0million, net of reserves, related to extraterritorial income from leasing certain of our aircraft(“ETI”). The effective rate for the threeand six months ended June 30, 2014 differed from the U.S. federal statutory rate primarily due to an income tax benefit of $24.0 million, net of reserves, related to ETI, partially offset bylosses 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 threeand six months endedJune 30, 2015 and 2014 were favorably impacted by this determination. As of June 30, 2015, our undistributed net earnings of foreign subsidiaries for which deferred taxes have not been provided were$63.1million, and the unrecognized deferred tax liability associated with these earnings was $22.1million.

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Special Charge (Detail) - Jun. 30, 2014 - USD ($) $ in Millions	Total	Total
Special Charge Details [Abstract]
Impairment charges related to employee termination benefits for the 747-200 fleet	$ 1.6	$ 3.9
GSS loan reserve		$ 5.2

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Earnings Per Share Narrative (Detail) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Earnings Per Share Details [Abstract]
Antidilutive options	3.0	0.0	3.0	0.0
Restricted shares and units in which performance or market conditions were not satisfied	0.3	0.4	0.3	0.5

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income (Loss)

12. Accumulated Other Comprehensive Income (Loss)

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

		Interest Rate			Foreign Currency
		Derivatives			Translation		Total
Balance as of December 31, 2013		$	(11,375)		$	698	$	(10,677)
	Net change in fair value		(251)			-		(251)
	Reclassification to interest expense		1,372			-		1,372
	Translation adjustment		-			171		171
	Tax effect		(506)			-		(506)
Balance as of June 30, 2014		$	(10,760)	$		869	$	(9,891)
		Interest Rate			Foreign Currency
		Derivatives			Translation		Total
Balance as of December 31, 2014		$	(9,924)		$	352	$	(9,572)
	Net change in fair value		-			-		-
	Reclassification to interest expense		1,288			-		1,288
	Translation adjustment		-			(343)		(343)
	Tax effect		(492)			-		(492)
Balance as of June 30, 2015		$	(9,128)		$	9	$	(9,119)

Interest Rate Derivatives

As of June 30, 2015, there was $14.7million 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 $0.6 million and $0.7for the three months ended June 30, 2015 and 2014, respectively. Net realized losses reclassified into earnings were $1.3 million and $1.4million for the six months ended June 30, 2015 and 2014, respectively. Net realized losses expected to be reclassified into earnings within the next 12 months are $2.5 million as of June 30, 2015.

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Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2015

Financial Instruments Tables [Abstract]

Carrying Amount, Estimated Fair Value and Classification of Our Financial Instruments

		June 30, 2015
			Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	514,750	$	514,750	$	514,750	$	-	$	-
	Short-term investments		24,373		24,373		-		-		24,373
	Restricted cash		15,731		15,731		15,731		-		-
	Long-term investments and accrued interest		106,951		142,799		-		-		142,799
		$	661,805	$	697,653	$	530,481	$	-	$	167,172
Liabilities
	Term loans	$	910,383	$	945,633	$	-	$	-	$	945,633
	Ex-Im Bank guaranteed notes		725,320		752,443		-		-		752,443
	EETCs		190,774		243,436		-		-		243,436
	Convertible Notes		166,908		221,454		221,454		-		-
		$	1,993,385	$	2,162,966	$	221,454	$	-	$	1,941,512

		December 31, 2014
			Carrying Value		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

Carrying Value, Gross Unrealized Gain (Loss) and Fair Value of Our Long-term Investments by Contractual Maturity

		June 30, 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		$	72,277	$	1,776	$	74,053	$	40,040	$	9,700	$	49,740
Due after five but within ten years			34,674		34,072		68,746		80,438		24,565		105,003
	Total	$	106,951	$	35,848	$	142,799	$	120,478	$	34,265	$	154,743

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Legal Proceedings (Detail) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Labor And Legal Proceedings [Abstract]
Brazilian claims in the aggregate	$ 6.3
Amounts on deposit for Brazilian claims included in Deposits and other assets	$ 4.7	$ 5.3

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Financing Arrangements Schedule of Notes (Detail) $ in Thousands	Jun. 30, 2015 USD ($)
Convertible notes [Line Items]
Proceeds	$ 224,500
Less: debt discount, net of amortization	52,436
Less: debt issuance cost, net of amortization	5,156
Net carrying amount	166,908
Equity component	$ 52,903

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Operating Revenue
ACMI	$ 189,255	$ 186,720	$ 378,302	$ 384,861
Charter	235,436	225,234	455,574	402,607
Dry leasing	27,401	25,524	59,320	50,200
Other	3,741	3,691	7,482	6,864
Total Operating Revenue	455,833	441,169	900,678	844,532
Operating Expenses
Salaries, wages and benefits	86,862	77,948	175,635	150,803
Aircraft fuel	96,711	103,842	174,826	185,586
Maintenance, materials and repairs	41,438	50,386	100,270	109,432
Aircraft rent	36,811	34,826	71,072	70,236
Depreciation and amortization	31,936	30,381	63,966	58,536
Navigation fees, landing fees and other rent	22,666	30,906	46,169	58,032
Travel	23,830	18,774	44,643	36,056
Passenger and ground handling services	21,353	21,859	41,316	41,230
Loss on disposal of aircraft	114	14,679	1,323	14,679
Special charge	499	1,449	(69)	9,477
Other	32,329	29,462	63,273	55,678
Total Operating Expenses	394,549	414,512	782,424	789,745
Operating Income	61,284	26,657	118,254	54,787
Non-operating Expenses (Income)
Interest income	(4,425)	(4,719)	(8,913)	(9,446)
Interest expense	25,033	26,365	49,581	52,817
Capitalized interest	(177)	(67)	(203)	(379)
Other expense (income), net	(284)	(88)	391	64
Total Non-operating Expenses (Income)	20,147	21,491	40,856	43,056
Income before income taxes	41,137	5,166	77,398	11,731
Income tax expense (benefit)	12,747	(23,815)	19,776	(21,276)
Net Income	28,390	28,981	57,622	33,007
Less: Net income (loss) attributable to noncontrolling interests	0	(612)	0	(4,530)
Net Income Attributable to Common Stockholders	$ 28,390	$ 29,593	$ 57,622	$ 37,537
Earnings per share:
Basic	$ 1.13	$ 1.17	$ 2.31	$ 1.49
Diluted	$ 1.13	$ 1.17	$ 2.29	$ 1.49
Weighted average shares:
Basic	25,029	25,241	24,953	25,169
Diluted	25,198	25,279	25,135	25,215

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Basis of Presentation

6 Months Ended

Jun. 30, 2015

Basis Of Presentation [Abstract]

Basis Of Presentation

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 June 30, 2015, the results of operations for the three and six months ended June 30, 2015 and 2014, comprehensive income for the three and six months ended June 30, 2015 and 2014, cash flows for the six months ended June 30, 2015 and 2014, and shareholders’ equity as of and for the six months ended June 30, 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.

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting Tables [Abstract]

Operating Revenue and Direct Contribution For Our Reportable Business Segments

	For the Three Months Ended				For the Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Operating Revenue:
ACMI	$	189,255	$	186,720	$	378,302	$	384,861
Charter		235,436		225,234		455,574		402,607
Dry Leasing		27,401		25,524		59,320		50,200
Other		3,741		3,691		7,482		6,864
Total Operating Revenue	$	455,833	$	441,169	$	900,678	$	844,532

Direct Contribution:
ACMI	$	51,157	$	44,677	$	91,059	$	90,133
Charter		25,019		8,196		55,478		4,007
Dry Leasing		10,894		8,738		26,419		16,909
Total Direct Contribution for Reportable Segments		87,070		61,611		172,956		111,049
Add back (subtract):
Unallocated income and expenses, net*		(45,320)		(40,317)		(94,304)		(75,162)
Special charge		(499)		(1,449)		69		(9,477)
Loss on disposal of aircraft		(114)		(14,679)		(1,323)		(14,679)
Income before Income Taxes		41,137		5,166		77,398		11,731
Add back (subtract):
Interest income		(4,425)		(4,719)		(8,913)		(9,446)
Interest expense		25,033		26,365		49,581		52,817
Capitalized interest		(177)		(67)		(203)		(379)
Other expense (income), net		(284)		(88)		391		64
Operating Income	$	61,284	$	26,657	$	118,254	$	54,787

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Debt Obligations Table (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Debt [Abstract]
Less current portion of debt	$ 180,902	$ 181,202
Long-term debt	$ 1,812,483	$ 1,736,739

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Earnings Per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share

11. 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 using the treasury stock method. Anti-dilutive shares related to warrants and stock options that were out of the money and excluded for the three and six months ended June 30, 2015were 3.0 million and for the three and six months ended June 30, 2014 were deminimis.

The calculations of basic and diluted EPS were as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Numerator:
Net Income Attributable to Common Stockholders	$	28,390	$	29,593	$	57,622	$	37,537
Denominator:
Basic EPS weighted average shares outstanding		25,029		25,241		24,953		25,169
Effect of dilutive stock options and restricted stock		169		38		182		46
Diluted EPS weighted average shares outstanding		25,198		25,279		25,135		25,215
EPS:
Basic	$	1.13	$	1.17	$	2.31	$	1.49
Diluted	$	1.13	$	1.17	$	2.29	$	1.49

The calculation of EPS does not include restricted share units in which performance or market conditions were not satisfied of 0.3 million for the three and six months ended June 30, 2015, respectively, and 0.4 million and 0.5 million for the three and six months ended June 30, 2014, respectively.