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 March 31, 2016

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 May 2, 2016, there were 24,811,018 shares of the registrant’s Common Stock outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015 (unaudited)		3
	Consolidated Statements of Operations for the Three Months ended March 31, 2016 and 2015 (unaudited)		4
	Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 2016 and 2015 (unaudited)		5
	Consolidated Statements of Cash Flows for the Three Months ended March 31, 2016 and 2015 (unaudited)		6
	Consolidated Statements of Stockholders’ Equity as of and for the Three Months ended March 31, 2016 and 2015 (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		24
Item 4.	Controls and Procedures		25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		26
Item 1A.	Risk Factors		26
Item 6.	Exhibits		27
	Signatures		28
	Exhibit Index		29

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Atlas Air Worldwide Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)

	March 31, 2016			December 31, 2015
Assets
Current Assets
Cash and cash equivalents	$	317,410		$	425,950
Short-term investments		3,990			5,098
Restricted cash		14,503			12,981
Accounts receivable, net of allowance of $2,288 and $1,247, respectively		134,677			164,308
Prepaid maintenance		5,621			6,052
Prepaid expenses and other current assets		44,937			37,548
Total current assets		521,138			651,937
Property and Equipment
Flight equipment		3,709,611			3,687,248
Ground equipment		60,968			58,487
Less: accumulated depreciation		(472,389	)		(450,217	)
Purchase deposits for flight equipment		64,624			39,678
Property and equipment, net		3,362,814			3,335,196
Other Assets
Long-term investments and accrued interest		34,089			37,604
Deposits and other assets		90,234			81,183
Intangible assets, net		56,380			58,483
Total Assets	$	4,064,655		$	4,164,403
Liabilities and Equity
Current Liabilities
Accounts payable	$	58,471		$	93,278
Accrued liabilities		294,570			293,138
Current portion of long-term debt		157,701			161,811
Total current liabilities		510,742			548,227
Other Liabilities
Long-term debt		1,711,861			1,739,496
Deferred taxes		287,922			286,928
Other liabilities		98,400			135,569
Total other liabilities		2,098,183			2,161,993
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; 29,242,911 and 28,955,445 shares issued, 24,812,088 and 24,636,651, shares outstanding (net of treasury stock), as of March 31, 2016 and December 31, 2015, respectively		293			290
Additional paid-in-capital		630,151			625,244
Treasury stock, at cost; 4,430,823 and 4,318,794 shares, respectively		(175,956	)		(171,844	)
Accumulated other comprehensive loss		(5,785	)		(6,063	)
Retained earnings		1,007,027			1,006,556
Total equity		1,455,730			1,454,183
Total Liabilities and Equity	$	4,064,655		$	4,164,403

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
	March 31, 2016			March 31, 2015
Operating Revenue
ACMI	$	182,740		$	189,047
Charter		202,303			220,138
Dry leasing		28,192			31,919
Other		5,380			3,741
Total Operating Revenue		418,615			444,845
Operating Expenses
Salaries, wages and benefits		93,845			88,773
Aircraft fuel		63,220			78,115
Maintenance, materials and repairs		57,024			58,832
Aircraft rent		37,037			34,261
Depreciation and amortization		35,005			32,030
Travel		30,323			20,813
Navigation fees, landing fees and other rent		21,974			23,503
Passenger and ground handling services		20,879			19,963
Loss on disposal of aircraft		—			1,209
Special charge		6,631			(568	)
Acquisition-related expenses		793			—
Other		31,827			30,944
Total Operating Expenses		398,558			387,875
Operating Income		20,057			56,970
Non-operating Expenses (Income)
Interest income		(1,604	)		(4,488	)
Interest expense		21,302			24,548
Capitalized interest		(357	)		(26	)
Loss on early extinguishment of debt		132			—
Other expense (income), net		(240	)		675
Total Non-operating Expenses (Income)		19,233			20,709
Income before income taxes		824			36,261
Income tax expense		353			7,029
Net Income	$	471		$	29,232
Earnings per share:
Basic	$	0.02		$	1.18
Diluted	$	0.02		$	1.17
Weighted average shares:
Basic		24,711			24,876
Diluted		24,846			25,070

See accompanying Notes to Unaudited Consolidated Financial Statements

4

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)

(Unaudited)

	For the Three Months Ended
	March 31, 2016			March 31, 2015
Net Income	$	471		$	29,232
Other comprehensive income (loss):
Interest rate derivatives:
Reclassification to interest expense		454			650
Income tax expense		(176	)		(248	)
Foreign currency translation:
Translation adjustment		—			(58	)
Other comprehensive income		278			344
Comprehensive Income	$	749		$	29,576

See accompanying Notes to Unaudited Consolidated Financial Statements

5

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	For the Three Months Ended
	March 31, 2016			March 31, 2015
Operating Activities:
Net Income	$	471		$	29,232
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and amortization		39,817			36,375
Accretion of debt securities discount		(332	)		(1,902	)
Provision for allowance for doubtful accounts		221			(174	)
Special charge, net of cash payments		6,631			(568	)
Loss on early extinguishment of debt		132			—
Loss on disposal of aircraft		—			1,209
Deferred taxes		292			7,029
Stock-based compensation expense		5,455			5,285
Changes in:
Accounts receivable		29,871			11,088
Prepaid expenses, current assets and other assets		(10,575	)		(949	)
Accounts payable and accrued liabilities		(52,544	)		4,023
Net cash provided by operating activities		19,439			90,648
Investing Activities:
Capital expenditures		(10,682	)		(10,385	)
Purchase deposits and payments for flight equipment		(84,230	)		(14,925	)
Changes in restricted cash		(1,522	)		(747	)
Proceeds from investments		4,955			1,202
Proceeds from disposal of aircraft		—			24,345
Net cash used for investing activities		(91,479	)		(510	)
Financing Activities:
Proceeds from debt issuance		14,790			—
Customer maintenance reserves received		3,547			4,129
Proceeds from stock option exercises		—			52
Purchase of treasury stock		(4,112	)		(6,118	)
Excess tax benefit from stock-based compensation expense		158			449
Payment of debt issuance costs		(217	)		—
Payments of debt		(50,666	)		(50,845	)
Net cash used for financing activities		(36,500	)		(52,333	)
Net increase (decrease) in cash and cash equivalents		(108,540	)		37,805
Cash and cash equivalents at the beginning of period		425,950			298,601
Cash and cash equivalents at the end of period	$	317,410		$	336,406
Non-cash Investing and Financing Activities:
Acquisition of flight equipment included in Accounts payable and accrued liabilities	$	12,059		$	—

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			Total Equity
Balance at December 31, 2014	$	286	$	(145,322	)	$	573,133		$	(9,572	)	$	999,270	$	1,417,795		$	1,417,795
Net Income		—		—			—			—			29,232		29,232			29,232
Other comprehensive income		—		—			—			344			—		344			344
Stock option and restricted stock compensation		—		—			5,285			—			—		5,285			5,285
Purchase of 131,162 shares of treasury stock		—		(6,118	)		—			—			—		(6,118	)		(6,118	)
Exercise of 1,900 employee stock options		—		—			52			—			—		52			52
Issuance of 324,406 shares of restricted stock		3		—			(3	)		—			—		—			—
Tax benefit (expense) on restricted stock and stock options		—		—			37			—			—		37			37
Balance at March 31, 2015	$	289	$	(151,440	)	$	578,504		$	(9,228	)	$	1,028,502	$	1,446,627		$	1,446,627
	Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders’ Equity			Total Equity
Balance at December 31, 2015	$	290	$	(171,844	)	$	625,244		$	(6,063	)	$	1,006,556	$	1,454,183		$	1,454,183
Net Income		—		—			—			—			471		471			471
Other comprehensive income		—		—			—			278			—		278			278
Stock option and restricted stock compensation		—		—			5,455			—			—		5,455			5,455
Purchase of 112,029 shares of treasury stock		—		(4,112	)		—			—			—		(4,112	)		(4,112	)
Issuance of 287,466 shares of restricted stock		3		—			(3	)		—			—		—			—
Tax benefit (expense) on restricted stock and stock options		—		—			(545	)		—			—		(545	)		(545	)
Balance at March 31, 2016	$	293	$	(175,956	)	$	630,151		$	(5,785	)	$	1,007,027	$	1,455,730		$	1,455,730

See accompanying Notes to Unaudited Consolidated Financial Statements

7

Atlas Air Worldwide Holdings, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2016

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”). AAWW has a 51% equity interest and 75% voting interest in Polar Air Cargo Worldwide, Inc. (“Polar”). We record our share of Polar’s results under the equity method of accounting.

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, but not 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, 2015, which includes additional disclosures and a summary of our significant accounting policies. The December 31, 2015 balance sheet data was derived from that Annual Report. In our opinion, the Financial Statements contain all adjustments, consisting of normal recurring items, necessary to fairly state the financial position of AAWW and its consolidated subsidiaries as of March 31, 2016, the results of operations for the three months ended March 31, 2016 and 2015, comprehensive income for the three months ended March 31, 2016 and 2015, cash flows for the three months ended March 31, 2016 and 2015, and shareholders’ equity as of and for the three months ended March 31, 2016 and 2015.

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.

2. Recent Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (“FASB”) amended its accounting guidance for share-based compensation. The amended guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This amended guidance is effective as of the beginning of 2017. Early adoption is permitted. We are currently assessing the impact the amended guidance will have on our financial statements.

In February 2016, the FASB amended its accounting guidance for leases. The guidance requires a lessee to recognize assets and liabilities on the balance sheet arising from leases with terms greater than twelve months. While lessor accounting guidance is relatively unchanged,

8

certain amendments were made to conform with changes made to lessee accounting and recently released revenue recognition guidance. The new guidance for leases will continue to classify them as either finance or operating, with classification affecting the pattern of expense and income recognition in the statement of operations. It also requires additional quantitative and qualitative disclosures about leasing arrangements. The amended guidance is effective as of the beginning of 2019. Early adoption is permitted. We are currently assessing the impact the amended guidance will have on our financial statements.

In May 2014, the 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 August 2015, the FASB deferred the effective date by one year to the beginning of 2018. Early adoption is permitted, but not before the beginning of 2017. While we are still assessing the impact the amended guidance will have on our financial statements, we expect that revenue currently recognized based on flight departure will likely be recognized over time as the services are performed.

3. Related Parties

DHL Investment and Polar

AAWW has a 51% equity interest and 75% voting interest in 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. 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, Dry Leasing, 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
	March 31, 2016		March 31, 2015
Revenue and Expenses:
Revenue from Polar	$	98,737	$	94,258
Ground handling and airport fees paid to Polar	$	223	$	797
	March 31, 2016		December 31, 2015
Accounts receivable/payable as of:
Receivables from Polar	$	5,908	$	6,527
Payables to Polar	$	2,281	$	4,660
	March 31, 2016		December 31, 2015
Aggregate Carrying Value of Polar Investment as of:
Aggregate Carrying Value of Polar Investment	$	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 March 31, 2016 and December 31, 2015, our investment in GATS was $20.8 million and $20.7 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 $2.5 million as of March 31, 2016 and $2.3 million as of December 31, 2015.

4. Southern Air Holdings Acquisition

On January 15, 2016, we entered into an Agreement and Plan of Merger to acquire all the outstanding shares of Southern Air Holdings, Inc. (“Southern Air”) (the “Southern Acquisition”). The Southern Acquisition was completed on April 7, 2016 for cash consideration of $107.5 million, net of cash acquired, and is subject to working capital and other adjustments. Southern Air is the parent company of several subsidiaries, including Southern Air Inc. and Florida West

9

International Airways, Inc. The Southern Acquisition provides us with immediate entry into 777 and 737 aircraft operating platforms, with the potential for developing additional business with existing and new customers of both companies. We believe the platforms provided by these aircraft will augment our ability to offer customers the broadest array of aircraft and operating services for domestic, regional and international applications. Southern Air currently flies five 777-200F and five 737-400F aircraft under CMI agreements for DHL.

For the three months ended March 31, 2016, we incurred Acquisition-related expenses of $0.8 million, primarily related to professional fees and integration costs. Due to the timing of this acquisition, certain disclosures, including the preliminary allocation of the purchase price, are not presented as the valuation and accounting have not yet been completed.

5. Special Charge

During the first quarter of 2016, we classified four CF6-80 engines as held for sale, recognized an impairment loss of $6.5 million and ceased depreciation on the engines. The carrying value of these CF6-80 engines was $6.1 million and the carrying value of all CF6-80 engines held for sale was $10.7 million at March 31, 2016, which was included within Prepaid expenses and other current assets in the consolidated balance sheets. The sales are expected to be completed during the second and third quarters of 2016.

6. Accrued Liabilities

Accrued liabilities consisted of the following as of:

	March 31, 2016		December 31, 2015
Customer maintenance reserves	$	70,501	$	70,252
Maintenance		64,492		52,070
U.S. class action settlement		35,000		35,000
Salaries, wages and benefits		31,494		51,649
Aircraft fuel		25,214		12,983
Deferred revenue		10,659		12,702
Other		57,210		58,482
Accrued liabilities	$	294,570	$	293,138

7. Debt

Term Loans

In February 2016, we borrowed $14.8 million related to the conversion of a 767-300BDSF aircraft under an eight-year term loan with a final payment of $3.8 million due in February 2024 (the “First 2016 Term Loan”). The First 2016 Term Loan, which is secured by a mortgage against aircraft tail number N642GT, contains customary covenants and events of default and accrues interest at a fixed rate of 3.19%, with principal and interest payable monthly.

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 semiannually on June 1 and December 1 of each year at a fixed rate of 2.25%. The Convertible Notes will mature on June 1, 2022, unless earlier converted or repurchased pursuant to their terms. Proceeds from the issuance of the Convertible Notes were used to refinance higher-rate debt related to five 747-400 freighter aircraft that had an average cash coupon of 8.1%. As of March 31, 2016, the remaining life of the Convertible Notes is 6.5 years and consisted of the following:

Liability component:
Gross proceeds	$	224,500
Less: debt discount, net of amortization		(47,810	)
Less: debt issuance cost, net of amortization		(4,656	)
Net carrying amount	$	172,034
Equity component (1)	$	52,903

(1) Included in Additional paid-in capital on the consolidated balance sheet as of March 31, 2016.

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

	For the Three Months Ended
	March 31, 2016
Contractual interest coupon	$	1,263
Amortization of debt discount		1,567
Amortization of debt issuance costs		167
Total interest expense recognized	$	2,997

8. Income Taxes

Our effective income tax rates were 42.8% and 19.4% for the three months ended March 31, 2016 and March 31, 2015, respectively. The effective income tax rate for the three months ended March 31, 2016 differed from the U.S. federal statutory rate primarily due to nondeductible acquisition-related expenses incurred in connection with the acquisition of Southern Air. The effective rate for the three months ended March 31, 2015 differed from the U.S. federal statutory rate primarily due to an income tax benefit of $4.0 million, net of reserves, related to extraterritorial income (“ETI”) from leasing certain of our aircraft. The effective rates for both periods 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.

9. 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 (“PTCs”) related to enhanced equipment trust certificates (“EETCs”) issued by Atlas in 1998, 1999 and 2000.

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

The 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 value, estimated fair value and classification of our financial instruments as of:

	March 31, 2016
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	317,410	$	317,410	$	317,410	$	—	$	—
Short-term investments		3,990		3,990		—		—		3,990
Restricted cash		14,503		14,503		14,503		—		—
Long-term investments and accrued interest		34,089		41,248		—		—		41,248
	$	369,992	$	377,151	$	331,913	$	—	$	45,238
Liabilities
Term loans	$	999,730	$	1,042,648	$	—	$	—	$	1,042,648
Ex-Im Bank guaranteed notes		671,717		711,185		—		—		711,185
EETCs		26,081		31,294		—		—		31,294
Convertible Notes		172,034		186,335		186,335		—		—
	$	1,869,562	$	1,971,462	$	186,335	$	—	$	1,785,127
	December 31, 2015
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	425,950	$	425,950	$	425,950	$	—	$	—
Short-term investments		5,098		5,098		—		—		5,098
Restricted cash		12,981		12,981		12,981		—		—
Long-term investments and accrued interest		37,604		45,867		—		—		45,867
	$	481,633	$	489,896	$	438,931	$	—	$	50,965
Liabilities
Term loans	$	1,013,265	$	1,049,785	$	—	$	—	$	1,049,785
Ex-Im Bank guaranteed notes		689,720		715,890		—		—		715,890
EETCs		28,022		30,074		—		—		30,074
Convertible Notes		170,300		185,325		185,325		—		—
	$	1,901,307	$	1,981,074	$	185,325	$	—	$	1,795,749

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

	March 31, 2016						December 31, 2015
	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	$	34,089	$	7,159	$	41,248	$	37,604	$	8,263	$	45,867
Total	$	34,089	$	7,159	$	41,248	$	37,604	$	8,263	$	45,867

10. Segment Reporting

Our business is organized into three operating segments based on our service offerings: ACMI, Charter and Dry Leasing. All segments are directly or indirectly engaged in the business of air transportation services but have different commercial and economic characteristics. Each operating segment is separately reviewed by our chief operating decision maker to assess operating results and make resource allocation decisions. We do not aggregate our operating segments and, therefore, our operating segments are our reportable segments.

We use an economic performance metric (“Direct Contribution”) that shows the profitability of each segment after allocation of direct operating and ownership costs. Direct Contribution represents Income before income taxes excluding the following: Special charges, Acquisition-related expenses, nonrecurring items, Losses (gains) on the disposal of aircraft, Losses on early extinguishment of debt, Gains on investments and Unallocated income and expenses, net. Direct operating and ownership costs include crew costs, maintenance, fuel, ground operations, sales costs, aircraft rent, interest expense on the portion of debt used for financing aircraft, interest income on debt securities and aircraft depreciation. Unallocated income and expenses, net include corporate overhead, nonaircraft depreciation, noncash expenses and income, interest expense on the portion of debt used for general corporate purposes, interest income on nondebt securities, capitalized interest, foreign exchange gains and losses, other revenue and other non-operating costs.

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The following table sets forth Operating Revenue and Direct Contribution for our reportable segments reconciled to Operating Income and Income before Income Taxes:

	For the Three Months Ended
	March 31, 2016			March 31, 2015
Operating Revenue:
ACMI	$	182,740		$	189,047
Charter		202,303			220,138
Dry Leasing		28,192			31,919
Other		5,380			3,741
Total Operating Revenue	$	418,615		$	444,845
Direct Contribution:
ACMI	$	24,739		$	39,902
Charter		20,776			30,460
Dry Leasing		10,408			15,525
Total Direct Contribution for Reportable Segments		55,923			85,887
Add back (subtract):
Unallocated income and expenses, net		(47,543	)		(48,985	)
Loss on early extinguishment of debt		(132	)		—
Special charge		(6,631	)		568
Acquisition-related expenses		(793	)		—
Loss on disposal of aircraft		—			(1,209	)
Income before income taxes		824			36,261
Add back (subtract):
Interest income		(1,604	)		(4,488	)
Interest expense		21,302			24,548
Capitalized interest		(357	)		(26	)
Loss on early extinguishment of debt		132			—
Other expense (income), net		(240	)		675
Operating Income	$	20,057		$	56,970

We are exposed to a concentration of revenue from the U.S. Military Air Mobility Command (“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 $111.0 million for the three months ended March 31, 2016 and $90.1 million for the three months ended March 31, 2015. Accounts receivable from the AMC were $25.3 million and $26.3 million as of March 31, 2016 and December 31, 2015, respectively. We have not experienced any credit issues with either of these customers.

11. Legal Proceedings

Matters Related to Alleged Pricing Practices

The Company and Old Polar were 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. These actions were all centralized in the United States District Court for the Eastern District of New York. Polar was later joined as an additional defendant. The consolidated complaint alleged, 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 sought treble damages and attorneys’ fees.

On January 7, 2016, the Company, Old Polar, and Polar entered into a settlement agreement to settle all claims by participating class members against the Company, Old Polar and Polar. The Company, Polar, and Old Polar deny any wrongdoing, and there is no admission of any wrongdoing in the settlement agreement. Pursuant to the settlement agreement, the Company, Old Polar and Polar have agreed to make installment payments over three years to settle the plaintiffs’ claims, with payments of $35.0 million paid on January 15, 2016, $35.0 million due on or before January 15, 2017, and $30.0 million due on or before January 15, 2018, resulting in an accrual of $65.0 million as of March 31, 2016. The United States District Court for the Eastern District of New York issued an order granting preliminary approval of the settlement on January 12, 2016. The settlement is still subject to final court approval.

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In the United Kingdom, several groups of named claimants have brought suit against British Airways in connection with the same alleged pricing 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 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 March 2, 2015. On October 14, 2015, the U.K. Court of Appeal released decisions favorable to the defendant and contributory defendants on two matters under appeal. Permission has been sought to appeal the U.K Court of Appeal’s decisions to the U.K. Supreme Court. In December 2015, certain claimants settled with British Airways removing a significant portion of the claim against British Airways and therefore reducing the potential contribution required by the other airlines, including Old Polar. On December 16, 2015, the European General Court released decisions annulling the European Commission’s decisions against the majority of the air cargo carriers. The European Commission may decide to reopen its investigation and/or appeal the General Court judgments; either of which would have a significant impact on the proceedings in the U.K. court. Future procedures, including the pretrial disclosure process, are undergoing court review. We are unable to reasonably predict the outcome of the litigation.

In the Netherlands, Stichting Cartel Compensation, successor in interest to claims of various shippers, has filed suit in the district court in Amsterdam against British Airways, KLM, Martinair, Air France, Lufthansa and Singapore Airlines seeking recovery for damages purportedly arising from the same pricing practices at issue in the proceedings described above. In response, British Airways, KLM, Martinair, Air France and Lufthansa filed third-party indemnification lawsuits against Old Polar and Polar seeking indemnification in the event the defendants are found to be liable in the main proceedings. Old Polar and Polar entered their initial court appearances on September 30, 2015. Like the U.K. proceedings, the Netherlands proceedings are likely to be affected and have been delayed by the European General Court decisions of December 16, 2015. We are unable to reasonably predict the outcome of the litigation.

If the Company, Old Polar or Polar were to incur an unfavorable outcome in connection with the UK or Netherlands proceedings, such outcome may have a material adverse impact on our business, financial condition, results of operations or cash flows. We are unable to reasonably estimate a range of possible loss for such matters at this time.

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 $5.5 million in aggregate based on March 31, 2016 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 $4.3 million as of March 31, 2016 and $3.8 million as of December 31, 2015, 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.

12. Earnings Per Share

Basic earnings per share (“EPS”) represent net income 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 months ended March 31, 2016 were 3.0 million and for the three months ended March 31, 2015 were de minimis.

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The calculations of basic and diluted EPS were as follows:

	For the Three Months Ended
	March 31, 2016		March 31, 2015
Numerator:
Net Income	$	471	$	29,232
Denominator:
Basic EPS weighted average shares outstanding		24,711		24,876
Effect of dilutive stock options and restricted stock		135		194
Diluted EPS weighted average shares outstanding		24,846		25,070
EPS:
Basic	$	0.02	$	1.18
Diluted	$	0.02	$	1.17

The calculation of EPS does not include restricted share units in which performance or market conditions were not satisfied of 0.5 million for the three months ended March 31, 2016 and 0.3 million for the three months ended March 31, 2015.

13. 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, 2014	$	(9,924	)	$	352		$	(9,572	)
Reclassification to interest expense		650			—			650
Translation adjustment		—			(58	)		(58	)
Tax effect		(248	)		—			(248	)
Balance as of March 31, 2015	$	(9,522	)	$	294		$	(9,228	)
	Interest Rate			Foreign Currency
	Derivatives			Translation			Total
Balance as of December 31, 2015	$	(6,072	)	$	9		$	(6,063	)
Reclassification to interest expense		454			—			454
Tax effect		(176	)		—			(176	)
Balance as of March 31, 2016	$	(5,794	)	$	9		$	(5,785	)

Interest Rate Derivatives

As of March 31, 2016, there was $9.4 million of unamortized net 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 $0.5 million and $0.7 million for the three months ended March 31, 2016 and 2015, respectively. Net realized losses expected to be reclassified into earnings within the next 12 months are $1.7 million as of March 31, 2016.

14. Subsequent Events

In May 2016, we entered into agreements with Amazon.com, Inc. and its subsidiary, Amazon Fulfillment Services, Inc., (collectively, “Amazon”), which will include CMI operation of 20 Boeing 767-300 freighter aircraft for Amazon by Atlas, as well as Dry Leasing by Titan. The Dry Leases will have a term of ten years, while the CMI operations will be for seven years (with extension provisions for a total term of ten years). The first aircraft is expected to be placed in service in the second half of 2016 with the remainder expected to be placed in service throughout 2017 and 2018.

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In conjunction with these agreements, we granted Amazon a warrant providing for the right to acquire up to 20% of our outstanding common shares, after giving effect to the issuance of shares pursuant to the warrants, at an exercise price of $37.50 per share. A portion of the warrant representing the right to purchase 3.75 million shares vested immediately upon issuance of the warrant and the remainder of the warrant representing the right to purchase 3.75 million shares will vest proportionately as the underlying Dry Leases and CMI operations for aircraft 11-20 commence. The warrant will be exercisable in accordance with its terms through 2021.

The agreements also provide incentives for future growth of the relationship as Amazon may increase its business with us. In that regard, we granted Amazon a warrant to acquire up to an additional 10% of our outstanding common shares, after giving effect to the issuance of shares pursuant to the warrants, for an exercise price of $37.50 per share. This warrant to purchase 3.75 million shares will vest in conjunction with payments by Amazon for additional business with us. The warrant will be exercisable in accordance with its terms through 2023.

We expect that the warrants will be presented as liabilities in our consolidated balance sheets and subject to fair value measurements during the periods that they are outstanding. We expect to amortize the value of the warrants as a reduction of revenue in proportion to the amount of revenue recognized.

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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 2015 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 or usage intervals, include, but are 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.
Line Maintenance	Unscheduled maintenance to rectify events occurring during normal day-to-day operations.
Non-heavy	Discrete maintenance activities for the overhaul and repair of specific aircraft
Maintenance	components, including landing gear, auxiliary power units and engine thrust reversers.
Yield	The average amount a customer pays to fly one tonne of cargo one mile.

Business Overview

We are a leading global provider of outsourced aircraft and aviation operating services. We operate the world’s largest fleet of 747 freighters and, with our recent acquisition of Southern Air, provide customers the broadest array of 747, 777, 767, 757 and 737 aircraft for domestic, regional and international applications. 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, customers are 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, but not the aircraft. Customers assume fuel, demand and Yield risk. In addition, customers are 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;

• Focusing on securing attractive long-term customer contracts;

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

• Driving significant and ongoing productivity improvements;

• Selectively pursuing and evaluating future acquisitions and alliances; while

• Appropriately managing capital allocation.

See “Business Overview” and “Business Strategy” in our 2015 Annual Report on Form 10-K for additional information.

Business Developments

Our ACMI results for the first three months of 2016, compared with 2015, were impacted by the following events:

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

• In January, February and March 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 July 2015, we began ACMI flying one additional 747-400F aircraft for DHL, increasing the number of 747 freighter aircraft in ACMI service for DHL to thirteen.

• In December 2015 and February 2016, we began CMI flying for DHL two 767-300BDSF aircraft, Dry Leased from Titan, in DHL’s North American network, increasing the number of freighter aircraft in CMI service for DHL to twelve.

In April 2016, we acquired Southern Air, which currently operates five 777-200F and five 737-400F aircraft under CMI agreements for DHL.

In May 2016, we entered into agreements with Amazon, which will include CMI operation of 20 Boeing 767-300 freighter aircraft for Amazon by Atlas, as well as Dry Leasing by Titan. The first aircraft is expected to be placed in service in the second half of 2016 with the remainder expected to be placed in service throughout 2017 and 2018.

Charter results for the first quarter of 2016 were impacted, compared with 2015, by a decline in Yield due to the U.S. West Coast port disruption in 2015. This impact was partially offset by an increase in Block Hours during 2016, reflecting increased passenger and cargo demand from the AMC.

In December 2015 and February 2016, we began Dry Leasing two 767-300BDSF aircraft to DHL on a long-term basis. In March 2016, we also Dry Leased a 737-800 passenger aircraft on a long-term basis to a customer following its scheduled return.

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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 March 31, 2016 and 2015

Operating Statistics

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

	2016			2015		Increase / (Decrease)			Percent Change
Block Hours
ACMI		29,529			29,460		69			0.2	%
Charter:
Cargo		8,230			8,268		(38	)		(0.5	)%
Passenger		3,935			3,221		714			22.2	%
Other		457			331		126			38.1	%
Total Block Hours		42,151			41,280		871			2.1	%
Revenue Per Block Hour
ACMI	$	6,188		$	6,417	$	(229	)		(3.6	)%
Charter:	$	16,630		$	19,161	$	(2,531	)		(13.2	)%
Cargo	$	16,042		$	19,258	$	(3,216	)		(16.7	)%
Passenger	$	17,859		$	18,912	$	(1,053	)		(5.6	)%
Charter Fuel
Average fuel cost per gallon	$	1.81		$	2.34	$	(0.53	)		(22.6	)%
Fuel gallons consumed (000s)		34,945			33,312		1,633			4.9	%
Segment Operating Fleet (average aircraft equivalents during the period)
ACMI*
747-8F Cargo		8.8			8.6		0.2
747-400 Cargo		12.6			12.2		0.4
747-400 Dreamlifter		2.8			3.1		(0.3	)
767-300 Cargo		3.4			2.0		1.4
767-200 Cargo		9.0			6.4		2.6
747-400 Passenger		1.0			1.0		—
767-200 Passenger		1.0			1.0		—
Total		38.6			34.3		4.3
Charter
747-8F Cargo		1.1			0.3		0.8
747-400 Cargo		10.0			8.9		1.1
747-400 Passenger		2.0			2.0		—
767-300 Passenger		3.0			3.0		—
Total		16.1			14.2		1.9
Dry Leasing
777-200 Cargo		6.0			6.0		—
767-300 Cargo		1.4			—		1.4
757-200 Cargo		1.0			1.0		—
737-300 Cargo		1.0			1.0		—
737-800 Passenger		1.0			1.6		(0.6	)
Total		10.4			9.6		0.8
Less: Aircraft Dry Leased to CMI customers		(1.4	)		—		(1.4	)
Total Operating Aircraft		63.7			58.1		5.6
Out-of-service		—			1.0		(1.0	)

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

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Operating Revenue

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

	2016		2015		Increase / (Decrease)			Percent Change
Operating Revenue
ACMI	$	182,740	$	189,047	$	(6,307	)		(3.3	)%
Charter		202,303		220,138		(17,835	)		(8.1	)%
Dry Leasing		28,192		31,919		(3,727	)		(11.7	)%
Other		5,380		3,741		1,639			43.8	%
Total Operating Revenue	$	418,615	$	444,845	$	(26,230	)		(5.9	)%

ACMI revenue decreased $6.3 million, or 3.3%, primarily due to reduced Revenue per Block Hour. ACMI Revenue per Block Hour was $6,188 for the first quarter of 2016, compared with $6,417 in 2015, a decrease of $229 per Block Hour, or 3.6%. The decrease in Revenue per Block Hour reflects the impact of increased CMI flying in 2016 and payments received in 2015 related to a customer’s return of an aircraft. ACMI Block Hours were essentially unchanged during the period.

Charter revenue decreased $17.8 million, or 8.1%, primarily due to a decrease in Revenue per Block Hour reflecting a reduction in fuel prices in 2016 and the impact of the U.S. West Coast port disruption in 2015, partially offset by an increase in Block Hours. Charter Revenue per Block Hour was $16,630 for the first quarter of 2016 compared with $19,161 in 2015, a decrease of $2,531 per Block Hour, or 13.2%. This decrease was primarily driven by a reduction in fuel prices in 2016 and the impact of higher rates resulting from the U.S. West Coast port disruption in 2015. Charter Block Hours were 12,165 in the first quarter of 2016 compared with 11,489 in 2015, an increase of 676 Block Hours, or 5.9%. The increase in Charter Block Hours was primarily driven by an increase in passenger and cargo demand from the AMC.

Dry Leasing revenue decreased $3.7 million, or 11.7%, primarily due to lower revenue from maintenance payments to us related to the scheduled return of a 737-800 passenger aircraft in March 2016 compared with maintenance payments to us related to the scheduled return of a 737-800 passenger aircraft in February 2015. Revenue from maintenance payments is based on the maintenance condition of the aircraft at the end of the lease. Partially offsetting this decrease was revenue from the placement of one 767-300BDSF aircraft with DHL in December 2015 and another one in February 2016.

Operating Expenses

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

	2016		2015			Increase / (Decrease)			Percent Change
Operating Expenses
Salaries, wages and benefits	$	93,845	$	88,773		$	5,072			5.7	%
Aircraft fuel		63,220		78,115			(14,895	)		(19.1	)%
Maintenance, materials and repairs		57,024		58,832			(1,808	)		(3.1	)%
Aircraft rent		37,037		34,261			2,776			8.1	%
Depreciation and amortization		35,005		32,030			2,975			9.3	%
Travel		30,323		20,813			9,510			45.7	%
Navigation fees, landing fees and other rent		21,974		23,503			(1,529	)		(6.5	)%
Passenger and ground handling services		20,879		19,963			916			4.6	%
Loss on disposal of aircraft		—		1,209			(1,209	)		NM
Special charge		6,631		(568	)		7,199			NM
Acquisition-related expenses		793		—			793			NM
Other		31,827		30,944			883			2.9	%
Total Operating Expenses	$	398,558	$	387,875

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

Salaries, wages and benefits increased $5.1 million, or 5.7%, primarily driven by increased crewmember costs due to crew training related to our investment in fleet growth and higher Block Hours.

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Aircraft fuel decreased $14.9 million, or 19.1%, primarily due to fuel price decreases, partially offset by increased fuel consumption. The average fuel price per gallon for the Charter business was $1.81 for the first quarter of 2016, compared with $2.34 in 2015, a decrease of 22.6%. Fuel consumption increased 1.6 million gallons, or 4.9%, 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 $1.8 million, or 3.1%, reflecting a decrease of $8.9 million for 747-400 aircraft, partially offset by an increase of $4.5 million for 747-8F aircraft and $2.5 million for 767 aircraft. Heavy Maintenance on 747-400 aircraft decreased $5.5 million primarily due to a decrease in the number of CF6-80 engine overhauls and D Checks, partially offset by an increase in the number of C Checks. Heavy Maintenance expense on 747-8F aircraft increased $1.8 million primarily due to an increase in unscheduled engine repairs, partially offset by a decrease in the number of C Checks. Heavy Maintenance expense on 767 aircraft increased $1.1 million primarily due to an increase in the number of C Checks. Line Maintenance increased by $2.5 million on 747-8F aircraft and $1.4 million on 767 aircraft due to increased flying and additional repairs performed. Non-heavy Maintenance on 747-400 aircraft decreased $2.4 million. Heavy airframe maintenance checks and engine overhauls impacting Maintenance, materials and repairs for the three months ended March 31 were:

Events	2016	2015	Increase / (Decrease)
747-8F C Checks	—	1	(1)
747-400 C Checks	4	1	3
767 C Checks	1	—	1
747-400 D Checks	1	2	(1)
CF6-80 engine overhauls	2	4	(2)

Aircraft rent increased $2.8 million, or 8.1%, primarily due to an increase in short-term engine leases and a leased 747-400BCF aircraft that entered service in June 2015.

Depreciation and amortization increased $3.0 million, or 9.3%, primarily due to additional aircraft operating in 2016.

Travel increased $9.5 million, or 45.7%, primarily due to higher rates related to crewmember travel.

Navigation fees, landing fees and other rent decreased $1.5 million, or 6.5%, primarily due to a reduction in purchased capacity from the subcontracting of certain Charter flights.

Special charge in 2016 primarily represents a $6.5 million loss on engines held for sale (see Note 5). We may sell additional flight equipment, which could result in additional charges in future periods.

Acquisition-related expenses in 2016 relate to the acquisition of Southern Air and primarily include professional fees and integration costs (see Note 4).

Non-operating Expenses (Income)

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

	2016			2015			Increase / (Decrease)			Percent Change
Non-operating Expenses (Income)
Interest income	$	(1,604	)	$	(4,488	)	$	(2,884	)		(64.3	)%
Interest expense		21,302			24,548			(3,246	)		(13.2	)%
Capitalized interest		(357	)		(26	)		331			NM
Loss on early extinguishment of debt		132			—			132			NM
Other expense (income), net		(240	)		675			(915	)		(135.6	)%

Interest income decreased $2.9 million, or 64.3%, primarily due to a decrease in our investments in PTCs.

Interest expense decreased $3.2 million, or 13.2%, primarily due to a decrease in interest rates resulting from the refinancing of higher-rate EETCs with lower-rate Convertible Notes in 2015 and a reduction in our average debt balances, reflecting payments of debt.

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Income taxes. Our effective income tax rates were 42.8% and 19.4% for the three months ended March 31, 2016 and March 31, 2015, respectively. The effective income tax rate for the three months ended March 31, 2016 differed from the U.S. federal statutory rate primarily due to nondeductible acquisition-related expenses incurred in connection with the acquisition of Southern Air. The effective income tax rate for the three months ended March 31, 2015 differed from the U.S. federal statutory rate primarily due to an income tax benefit of $4.0 million, net of reserves, related to ETI. The effective income tax rates for both periods were impacted by our assertion to indefinitely reinvest the net earnings of certain foreign subsidiaries outside the U.S.

Segments

The following table compares the Direct Contribution of our reportable segments (see Note 10 to our Financial Statements for the reconciliation to Operating Income) for the three months ended March 31 (in thousands):

	2016		2015		Increase / (Decrease)			Percent Change
Direct Contribution:
ACMI	$	24,739	$	39,902	$	(15,163	)		(38.0	)%
Charter		20,776		30,460		(9,684	)		(31.8	)%
Dry Leasing		10,408		15,525		(5,117	)		(33.0	)%
Total Direct Contribution	$	55,923	$	85,887	$	(29,964	)		(34.9	)%
Unallocated income and expenses, net	$	47,543	$	48,985	$	(1,442	)		(2.9	)%

ACMI Segment

ACMI Direct Contribution decreased $15.2 million, or 38.0%, primarily due to increases in crew costs due to crew training related to our investment in fleet growth and payments received in 2015 related to a customer’s return of an aircraft, partially offset by a reduction in Heavy Maintenance expense.

Charter Segment

Charter Direct Contribution decreased $9.7 million, or 31.8%, primarily due to the impact of the U.S. West Coast port disruption in 2015 and increases in crew costs due to crew training related to our investment in fleet growth, partially offset by an increase in passenger and cargo demand from the AMC.

Dry Leasing Segment

Dry Leasing Direct Contribution decreased $5.1 million, or 33.0%, primarily due to lower maintenance payments to us related to the scheduled return of a 737-800 passenger aircraft in March 2016 compared with maintenance payments to us related to the scheduled return of a 737-800 passenger aircraft in February 2015. Partially offsetting this decrease was revenue related to the placement of one 767-300BDSF aircraft with DHL in December 2015 and another one in February 2016.

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 and adjusted diluted earnings per share (“Adjusted Diluted EPS”), which exclude certain noncash 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 and Diluted EPS to the corresponding non-GAAP financial measures (in thousands, except per share data):

	For the Three Months Ended
	March 31, 2016		March 31, 2015			Percent Change
Net Income	$	471	$	29,232			(98.4	%)
After-tax impact from:
Noncash expenses and income, net (a)		1,745		60
ETI tax benefit		—		(4,008	)
Loss on disposal of aircraft		—		884
Special charge		4,518		(411	)
Charges associated with refinancing debt		85		—
Acquisition-related expenses		738		—
U.S. class action professional fees		186		—
Adjusted Net Income	$	7,743	$	25,757			(69.9	%)
Diluted EPS	$	0.02	$	1.17			(98.3	%)
After-tax impact from:
Noncash expenses and income, net (a)		0.07		—
ETI tax benefit		—		(0.16	)
Loss on disposal of aircraft		—		0.04
Special charge		0.18		(0.02	)
Charges associated with refinancing debt		—		—
Acquisition-related expenses		0.03		—
U.S. class action professional fees		0.01		—
Adjusted Diluted EPS	$	0.31	$	1.03			(69.9	%)

(a) Noncash expenses and income, net in 2016 primarily related to amortization of the debt discount on the Convertible Notes. Noncash expenses and income, net in 2015 primarily related to amortization and accretion of debt, lease and investment discounts.

Liquidity and Capital Resources

The most significant liquidity event during the first quarter of 2016 follows:

Debt Transaction

In February 2016, we borrowed $14.8 million related to the conversion of a 767-300BDSF aircraft under the First 2016 Term Loan at a fixed interest rate of 3.19%.

Operating Activities. Net cash provided by operating activities for the first quarter of 2016 was $19.4 million, compared with $90.6 million for 2015. The decrease primarily reflects a $35.0 million payment related to the U.S. class action settlement and changes in the timing of working capital.

Investing Activities. Net cash used for investing activities was $91.5 million for the first quarter of 2016, consisting primarily of $84.2 million of purchase deposits and payments for flight equipment, and $10.7 million of core capital expenditures, excluding flight equipment. Partially offsetting these investing activities were $5.0 million of proceeds from investments. All capital expenditures for the first quarter of 2016 were funded through working capital, except for the aircraft financed as discussed above. Net cash used for investing activities was $0.5 million for the first quarter of 2015, consisting primarily of $14.9 million of purchase deposits and delivery payments for flight equipment, and $10.4 million of core capital expenditures, excluding flight equipment. Partially offsetting these investing activities was $24.3 million of proceeds from disposal of aircraft. All capital expenditures for the first quarter of 2015 were funded through working capital.

Financing Activities. Net cash used for financing activities was $36.5 million for the first quarter of 2016, which primarily reflected $50.7 million of payments on debt obligations and $4.1 million related to the purchase of treasury stock partially offset by $14.8 million of proceeds from debt issuance and $3.5 million of customer maintenance reserves received. Net cash used for financing activities was $52.3 million for the first quarter of 2015, which primarily reflected $50.8 million of payments on debt obligations and $6.1 million related to the purchase of treasury stock, partially offset by $4.1 million of customer maintenance reserves received.

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We consider Cash and cash equivalents, Short-term investments, Restricted cash and Net cash provided by operating activities to be sufficient to meet our debt and lease obligations, to fund capital expenditures for 2016, and to pay amounts due related to the settlement of the U.S. class action litigation and the acquisition of Southern Air. Core capital expenditures for 2016 are expected to range between $50.0 to $60.0 million, which excludes flight equipment and capitalized interest. Our estimated payments for flight equipment purchases for 2016 are expected to range between $140.0 to $160.0 million, including aircraft to support our agreements with Amazon. Total consideration paid in April 2016 for the acquisition of Southern Air was $107.5 million, net of cash acquired, and is subject to working capital and other adjustments.

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 7 to our Financial Statements for a description of our new debt obligation. See our 2015 Annual Report on Form 10-K for a tabular disclosure of our contractual obligations as of December 31, 2015 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 March 31, 2016.

Recent Accounting Pronouncements

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

Forward-Looking Statements

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

The forward-looking statements in this Report are not representations or guarantees of future performance and involve certain risks, uncertainties and assumptions. Such risks, uncertainties and assumptions include, but are not limited to, those described in our Annual Report on Form 10-K for the year ended December 31, 2015. 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 2015 Annual Report on Form 10-K.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2016. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

With respect to the fiscal quarter ended March 31, 2016, the information required in response to this Item is set forth in Note 11 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

The following is an update of a risk factor that is set forth in Item 1A — Risk Factors of our 2015 Annual Report on Form 10-K. The update reflects a change to the relevant date within the risk factors appearing below. For additional risk factors that may cause actual results to differ materially from those anticipated, please refer to our 2015 Annual Report on Form 10-K.

We may fail to realize the anticipated strategic and financial benefits of our relationship with Amazon.

Realization of the anticipated benefits from the agreements with Amazon is subject to a number of challenges and uncertainties, such as the timing of aircraft deliveries and unforeseen costs. If we fail to realize the expected benefits, it could adversely impact our business, results of operations and financial condition.

Our agreements with Amazon confer certain termination rights which, if exercised or triggered, may result in our inability to realize the full benefits of the agreement.

The agreements give Amazon the option to terminate the agreements in certain circumstances and upon the occurrence of certain events of default, including a change of control or our failure to meet certain performance requirements. In particular, Amazon will have the right to terminate the agreement providing for CMI operations, with an effective termination date not earlier than January 1, 2018, upon providing us at least 180 days’ prior written notice of termination.

In addition, the exercise by Amazon of warrants for more than 4,937,392 shares of our common stock is subject to the approval of our stockholders. If the required stockholder approval is not obtained, Amazon will have the right to terminate certain of its agreements with us.

Upon termination, Amazon will generally, subject to certain exceptions, retain the warrants that have vested prior to the time of termination and, depending on the circumstances giving rise to the termination, may have the right to accelerated vesting of the remaining warrants upon a change of control of our company. Upon termination, Amazon or we may also have the right to receive a termination fee from the other party depending on the circumstances giving rise to the right of termination.

If Amazon exercises any of these termination rights, it could adversely impact our business, results of operations and financial condition.

Our future earnings and earnings per share, as reported under generally accepted accounting principles, could be adversely impacted by the warrants granted to Amazon.

The warrants granted to Amazon could increase the number of diluted shares reported, which would have an effect on our fully diluted earnings per share. Further, we expect that the warrants will be presented as liabilities in our consolidated balance sheets and subject to fair value measurements during the periods that they are outstanding. Accordingly, future fluctuations in the fair value of the warrants could adversely impact our results of operations.

If Amazon exercises its right to acquire shares of our common stock pursuant to the warrants, it will dilute the ownership interests of our then-existing stockholders and could adversely affect the market price of our common stock.

If Amazon exercises its right to acquire shares of our common stock pursuant to the warrants, it will dilute the ownership interests of our then-existing stockholders. In addition, any sales in the public market of any common stock issuable upon the exercise of the warrants by Amazon could adversely affect prevailing market prices of our common stock.

If Amazon exercises its right to acquire shares of our common stock pursuant to the warrants, Amazon may become a significant stockholder and may be entitled to appoint a director to our board of directors.

The warrants issued by us to Amazon grant Amazon the right to purchase up to 30%, in the aggregate, of our common stock on a post-issuance basis. If the warrants granted to Amazon are exercised, Amazon may become a significant stockholder of our company. We have entered into a stockholders agreement with Amazon, pursuant to which Amazon’s ability to vote in its discretion will generally be capped at 14.9% with the remainder to be voted in accordance with our board of directors’ recommendation. In addition, under the stockholders agreement, Amazon will be entitled to appoint one director to our board of directors when Amazon owns 10% or more of our common stock. Until such time, Amazon will be entitled to designate a non-voting observer to our board of directors.

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

Our certificate of Incorporation and by-laws provide that 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. Additionally, certain 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. In addition, the vesting of warrants issued by us to Amazon will generally, subject to certain exceptions, be accelerated upon a change of control of our company, which may discourage attempts to acquire our company.

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: May 5, 2016	/s/ William J. Flynn
	William J. Flynn
	President and Chief Executive Officer
Dated: May 5, 2016	/s/ Spencer Schwartz
	Spencer Schwartz
	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Amended and Restated Restricted Stock Unit Agreement for Named Executive Officers.
10.2	Form of Amended and Restated Performance Share Unit Agreement for Named Executive Officers.
10.3	2016 Long Term Cash Incentive Program.
10.4	2016 Acquisition Incentive Program.
10.5	2016 Incentive Plan, filed as Exhibit 4 to the Company’s Current Report on Form 8-K, dated April 20, 2016 and incorporated herein by reference.
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer, furnished herewith.
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer, furnished herewith.
32.1	Section 1350 Certifications, furnished herewith.
101.INS	XBRL Instance Document.*
101.SCH	XBRL Taxonomy Extension Schema Document.*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.*

* Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015, (v) Consolidated Statement of Stockholders’ Equity as of and for the three months ended March 31, 2016 and 2015 and (vi) Notes to Unaudited Consolidated Financial Statements.

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EX-10.1

Exhibit 10.1

ATLAS AIR WORLDWIDE HOLDINGS, INC.

AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT

THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT, dated as of                  , 2016 (the “Agreement), between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and «First_Name» «Last_NAME» (the “Employee”) amends and supersedes the Performance Share Unit Agreement between the Company and the Employee dated as of February 11, 2016 with respect to the Award (as defined below) granted to the Employee on February 11, 2016.

1. Award of Restricted Stock Units. Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference and subject to the other provisions of this award, the Employee is hereby awarded «Total_RSUs» restricted stock units (“Restricted Stock Units”), which constitute the right to receive, without payment, (i) «Total_RSUs» shares of common stock of the Company (the “Unit Delivered Shares”), and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Restricted Stock Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(d) below) shall be payable in cash in lieu of such fractional share. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan.

The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Award” or “this award.” The Award is granted as of February 11, 2016 (the “Date of Grant”).

2. Vesting of Award; Delivery of Stock, Termination of Employment. Unless otherwise provided by the Committee, the Award under this Agreement shall be subject to the vesting schedule in this Section 2.

(a) Vesting; Delivery of Shares.

(1) Subject to the following provisions of this Section 2 and the other terms and conditions of this Agreement, the Award shall become vested (meaning that

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the Employee shall be entitled to receive a certain number of shares of Stock (or other consideration to the extent provided in Section 2(c) below)) on the basis of one Restricted Stock Unit to one share of Stock plus any related Deferred Dividend Shares shall become vested only upon the vesting of the underlying Restricted Stock Unit. The Award will vest in four annual installments as follows:

«M_2016» Restricted Stock Units shall vest on February 11, 2017;

«M_2017» Restricted Stock Units shall vest on February 11, 2018;

«M_2018» Restricted Stock Units shall vest on February 11, 2019; and

«M_2019» Restricted Stock Units shall vest on February11, 2020.

(2) Except as provided in Section 2(b) and 2(c) below, in the event of termination of the Employee’s Employment prior to the applicable date above, all unvested Restricted Stock Units shall immediately and automatically terminate and be forfeited (and no shares of Stock in respect of such Award that have not previously vested shall thereafter be issued).

(iii) Subject to Section 2(d) below, shares of Stock will be delivered as soon as reasonably practicable following a vesting date described above, but no later than December 31 of the year in which such vesting date occurs.

(b) Death, Disability or Retirement.

(1) In the event of death or termination by the Company of the Employee’s Employment by reason of the Employee’s Disability occurring after the date hereof and before the occurrence of a Change in Control of the Company (as defined below), the Award shall become immediately and fully vested and shares of Stock will be delivered, subject to Section 2(d), as soon as practicable following such death or termination of Employment by reason of the Employee’s Disability, but no later than December 31 of such year. For purposes of this Agreement, a termination of Employment shall be deemed to be by reason of “Disability” if immediately prior to such termination of Employment, the Employee shall have been continuously disabled from performing the duties assigned to Employee for a period of not less than six consecutive calendar months and such Disability shall be deemed to have commenced on the date following the end of such six consecutive calendar months.

(2) In the event of a termination of Employment by reason of the Employee’s Retirement before the occurrence of a Change in Control of the Company (as defined below), the Award shall become immediately and fully vested and shares of Stock will be delivered as soon as practicable following such Retirement, but in any event no later than December 31 of such year. For purposes of this Agreement, “Retirement” shall mean the a termination of the Employee’s Employment with the Company for any reason other than Cause on or after the Employee’s attainment of age sixty (60) and ten (10) years of service with the Company; provided, however, that a voluntary resignation from Employment shall not be considered

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Retirement for purposes of this Agreement unless (i) the Employee shall have given not less than six (6) months’ advance written notice of such resignation to the Chair of the Board of Directors of the Company (or such lesser period of notice as may be determined by the Board of Directors) and (ii) such advance written notice shall have been given on or after April 1, 2017.

(c) Change in Control.

(1) Immediately prior to a Change in Control of the Company (as defined below) unless in connection therewith this Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, this Award, if then outstanding, shall vest in full and shares of Stock will be delivered or paid to the Employee, subject to Section 2(d), within ten (10) days following the Change in Control of the Company. Notwithstanding the immediately preceding sentence but subject to the immediately following sentence, if in connection with the Change in Control of the Company, this Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, this Award shall continue to vest pursuant to its terms and shares of Stock will be delivered or paid to the Employee, subject to Section 2(d), within ten (10) days following the applicable vesting dates described in Section 2(a), except that upon a Change in Control Termination before the occurrence of the last vesting date specified in Section 2(a) above, this Award will become fully vested immediately prior to the Change in Control Termination and the corresponding shares of Stock shall be delivered or paid to the Employee, subject to Section 2(d) below, within ten (10) days following the Change in Control Termination. In the event of a Change in Control of the Company, notwithstanding anything in this Section 2(c)(1) to the contrary, if the Employee is or will become eligible for Retirement prior to the latest vesting date described in Section 2(a), then this Award will become fully vested immediately prior to the Change in Control of the Company and shares of Stock will be delivered or paid to the Employee, subject to Section 2(d), within ten (10) days following a Change in Control of the Company.

(2) For purposes of this Agreement, the following definitions shall apply:

(a) “Cause” means (i) the Employee’s refusal or failure (other than during periods of illness or disability) to perform the Employee’s material duties and responsibilities to the Company or its subsidiaries, (ii) the conviction or plea of guilty or nolo contendere of the Employee in respect of any felony, other than a motor vehicle offense, (iii) the commission of any act which causes material injury to the reputation, business or business relationships of the Company or any of its subsidiaries including, without limitation, any breach of written policies of the Company with respect to trading in securities, (iv) any other act of fraud, including, without limitation, misappropriation, theft or embezzlement, or (v) a violation of any applicable material policy of the Company or any of its Subsidiaries, including, without limitation, a violation of the laws against workplace discrimination.

(b) “Change in Control Termination” means the termination of an Employee’s Employment following a Change in Control of the Company (I) by the Company and its subsidiaries not for Cause, (II) by the Employee for “Good Reason” (as defined below), or (III) by reason of the Employee’s death or Disability (as defined in Section 2(b)(1)).

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(c) “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 for purposes of this Section 2(c)); (2) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of ownership of stock possessing 30% or more of the total voting power of the Company (however, if a person or group is considered to control the Company within the meaning of this sentence (i.e., owns stock of the Company possessing 30% of the total voting power of the Company), then the acquisition of additional control will not be considered a change in control for purposes of this Section 2(c)); (3) the replacement of a majority of members of the Company’s Board of Directors during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the appointment or election; or (4) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company, as determined under the Treasury Regulations (however, a transfer of assets to certain related persons, as provided under the Treasury Regulations, or to an entity that is controlled by the shareholders of the Company immediately after the transfer, will not be considered a change in control for purposes of this Section 2(c)).

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(d) “Good Reason” means (i) a material reduction in the Employee’s duties and responsibilities from those of the Employee’s most recent position with the Company, (ii) a reduction of the Employee’s aggregate salary, benefits and other compensation (including any incentive opportunity) from that which the Employee was most recently entitled during Employment other than in connection with a reduction as part of a general reduction applicable to all similarly-situated employees of the Company, or (iii) a relocation of the Employee to a position that is located greater than 40 miles from the location of such Employee’s most recent principal location of employment with the Company; provided, however, that the Employee will be treated as having resigned for Good Reason only if he or she provides the Company with a notice of termination within 90 days of the initial existence of one of the conditions described above, following which the Company 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 Company fails to so cure the event, the Employee must terminate his or her Employment not later than 30 days following the end of such cure period.

(d) Delivery of Shares. Subject to the terms of this Agreement and satisfaction of any withholding tax liability pursuant to Section 5 hereof, when shares of Stock are delivered, the Company shall deliver to the Employee a certificate or shall credit the Employee’s account so as to evidence the number of shares of Stock, if any, to which the Employee is entitled hereunder, as calculated in accordance with this Section 2.

3. Transfer. Any shares of Stock that are delivered pursuant to Section 2(d) may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof. This award itself shall not be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part.

4. Expenses of Issuance of Stock. The issuance of stock certificates hereunder shall be without charge to the Employee. The Company shall pay, and indemnify the Employee from and against any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed by any governmental body, agency or official (other than income taxes) by reason of the issuance of the Stock underlying the Award.

5. Tax Withholding. No shares or cash will be issued or paid until the Employee pays (or makes provision acceptable to the Company for the prompt payment of) an amount sufficient to allow the Company to satisfy its tax withholding obligations, as determined by the Company. To this end, the Employee shall either:

(a) pay the Company the amount of tax to be withheld (including through payroll withholding if the Company determines that such payment method is acceptable),

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(b) deliver to the Company other shares of Stock owned by the Employee prior to such date having a fair market value, as determined by the Committee, not less than the amount of the withholding tax due, which either have been owned by the Employee for more than six (6) months or were not acquired, directly or indirectly, from the Company,

(c) make a payment to the Company consisting of a combination of cash and such shares of Stock, or

(d) if this award is being settled in Stock, request that the Company cause to be withheld a number of vested shares of Stock having a then-fair market value sufficient to discharge minimum required federal, state and local tax withholding (but no greater than such amount).

In no event shall the payment or withholding of taxes be made later than the end of the payment period prescribed in Section 2(d). In the event the Employee fails to timely pay or timely elect withholding of taxes in the manner described in Section 5(a), (b), (c) or (d), the Company reserves the right to withhold cash or a number of vested shares of Stock having a fair market value sufficient to discharge minimum required federal, state and local withholding (but no greater than such amount).

6. Section 409A of the Code. Awards granted pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986 as amended from time to time and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement 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 Participant’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), as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, 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 Atlas to be a specified employee under Treasury regulation Section 1.409A-1(i). Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code.

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7. References. References herein to rights and obligations of the Employee shall apply, where appropriate, to the Employee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

8. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:

Atlas Air Worldwide Holdings, Inc.

2000 Westchester Avenue

Purchase, New York 10577

Attention: General Counsel

If to the Employee:

At the Employee’s most recent address

shown on the Company’s corporate records,

or at any other address which the Employee

may specify in a notice delivered to the

Company in the manner set forth herein.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws of any jurisdiction which would cause the application of law, other than the State of New York, to be applied.

10. Rights of a Stockholder. The Employee shall have no right to transfer, pledge, hypothecate or otherwise encumber such Unit Delivered Shares or Deferred Dividend Shares. Once the Unit Delivered Shares and Deferred Dividend Shares vest and the shares of Stock underlying those units or shares have been delivered, but not until such time and only with respect to the shares of Stock so delivered, the Employee shall have the rights of a stockholder, including, but not limited to, the right to vote and to receive dividends.

11. No Right to Continued Employment. This Award shall not confer upon the Employee any right with respect to continuance of employment by the Company nor shall this Award interfere with the right of the Company to terminate the Employee’s employment at any time.

12. Provisions of the Plan. Capitalized terms used herein and not defined shall have the meanings set forth in the Plan. This Agreement and the awards and grants set forth herein shall be subject to and shall be governed by the terms set forth in the Plan, a copy of which has

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been furnished to the Employee and which is incorporated by reference into this Agreement. In the event of any conflict between this Agreement and the Plan, the Plan shall control.

13. Counterparts. This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS AS A SEPARATE PAGE]

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IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Restricted Stock Unit Agreement as of the date first above written.

	ATLAS AIR WORLDWIDE HOLDINGS, INC.
By:
	Name:	Adam R. Kokas
	Title:	Executive Vice President, General Counsel, Secretary and Chief Human Resources Officer
Employee

EX-10.2

Exhibit 10.2

ATLAS AIR WORLDWIDE HOLDINGS, INC.

AMENDED AND RESTATED PERFORMANCE SHARE UNIT AGREEMENT

THIS AMENDED AND RESTATED PERFORMANCE SHARE UNIT AGREEMENT, dated as of             , 2016 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and «First_Name» «Last_NAME» (the “Employee) amends and supersedes the Performance Share Unit Agreement between the Company and the Employee dated as of February 11, 2016 with respect to the Performance Share Award (as defined below) granted to the Employee on February 11, 2016.

1. Award of Performance Share Units. Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference and subject to the other provisions of this award, the Employee is hereby awarded «Target_PSUs» performance share units (“Performance Share Units”), which constitute the right to receive, without payment, (i) up to «Max_PSUs» shares of common stock of the Company upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(f) below) shall be payable in cash in lieu of such fractional share. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan.

The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.” The Performance Share Award is granted on February 11, 2016 (the “Date of Grant”).

2. Vesting; Delivery of Stock; Termination of Employment.

(a) Vesting Generally. Subject to the following provisions of this Section 2 and the other terms and conditions of this Agreement, the Performance Share Award shall become vested (meaning that the Employee shall be entitled to receive a certain number of shares of the Company’s common stock (or other consideration to the extent provided in Section 2(f) below)) in respect of each Performance Share Unit as determined pursuant to Section 2(b)) if, and only if: (x) the Employee remains continuously employed by the Company or its

subsidiaries from the date hereof until the end of the Performance Period, as defined below, (y) there is a termination of Employment of the Employee pursuant to Section 2(d) or 2(e), as further provided in such Sections, or (z) the conditions of Section 2(f) are satisfied on or before the last day of the Performance Period.

(b) Determination of Number of Unit Delivered Shares Upon Satisfaction of Performance Criteria. Notwithstanding anything to the contrary in this Agreement but subject to Section 2(f) below, shares of the Company’s common stock underlying the Performance Share Award will only become deliverable by the Company in respect of vested Performance Share Award and only upon satisfaction of the achievement of certain internal ROIC and EBITDA Growth levels as described below (the “Performance Criteria”) during the period beginning January 1, 2016 and ending December 31, 2018 (the “Performance Period”). The number of Delivered Shares and Deferred Dividend Shares in respect of each vested Performance Share Unit, if any, shall be determined in accordance with Annex A hereto (the “Performance Unit Plan Schedule”). Performance Share Units are originally awarded on the basis of one Performance Share Unit to one Unit Delivered Share, subject to adjustment depending on the level of achievement set forth in the Performance Unit Plan Schedule. Intermediate values between specified levels of ROIC and EBITDA are determined by straight line interpolation.

(1) “ROIC” for the Company shall be an average of the Company’s actual ROIC for 2016, 2017 and 2018 and shall mean a fraction where the numerator is NOPAT and the denominator is Average Invested Capital, in each case calculated in accordance with United States generally accepted accounting principles (“GAAP”). “NOPAT” is defined as operating income minus Cash Tax Paid. “Cash Tax Paid” is defined as income taxes as reflected on the income statement minus deferred taxes as reflected on the cash flow statement. “Average Invested Capital” is defined as the average of the beginning and ending Invested Capital during the year. “Invested Capital” is defined as capital lease obligations, plus short and long term debt plus total stockholders’ equity minus an amount equal to cash and cash equivalents. Invested Capital shall exclude investment amounts associated with aircraft acquisition until the first time that such aircraft is flown under a customer contract at which time all amounts accrued with respect to such aircraft shall be considered in the Average Invested Capital calculation from such date. Invested Capital shall be reduced by the amount of any investments held in the Company’s direct or indirect debt securities that remain outstanding and that have not otherwise been defeased.

(2) “EBITDA” for the Company shall mean income from continuing operations before interest, income taxes, depreciation expense and amortization expense. EBITDA Growth shall be calculated by averaging the percentage increase or decrease in EBITDA for each of the three years ended December 31 in the Performance Period. EBITDA increase or decrease for each twelve month period shall be calculated by subtracting EBITDA for the twelve months ended December 31 for the prior year from EBITDA for the twelve months ended December 31 for the current year and dividing the resulting difference in EBITDA by the EBITDA for the twelve months ended December 31 for the prior year.

(3) In the calculation of EBITDA Growth and ROIC, amounts objectively demonstrated to be attributable to the following items will not be taken into account: (i) any gain or loss resulting from changes in accounting principles; (ii) results from discontinued operations as defined by GAAP as well as any costs related to impairments, restructurings or other discontinued activities; (iii) any impact associated with warrants issued in conjunction with Project Andromeda; (iv) any loss or gain resulting from the early extinguishment or restructuring of any debt or lease and the write-off of fees, deferred costs or debt discounts on the early extinguishment or restructuring of any debt or lease; (v) any pre-operating costs associated with Project Andromeda (vi) any integration and transition costs associated with the acquisition of Southern Air and related entities (vi) any loss or gain on the sale of aircraft, engines or other aircraft parts; (vii) any costs related to retention or recruitment or termination of officers (including, without limitation, sign-on bonuses, off-cycle cash bonuses, off-cycle equity grants, search fees, relocation and related expenses and compensation expense resulting from the accelerated vesting of equity-based awards under retirement or severance agreements); (viii) any costs related to collective bargaining, other labor negotiations, grievances or other disputes involving labor unions or flight attendants; (ix) any fees of outside advisors (including, without limitation, lawyers, accountants, bankers and rating agencies), or secondees (collectively, “Fees”) associated with refinancing or restructuring of existing financings, or business acquisitions, dispositions, mergers or combinations, joint ventures, or corporate finance transactions (including capital markets transactions); (x) Fees incurred after January 1, 2016 associated with antitrust investigations and related lawsuits in the U.S., U.K., Netherlands and elsewhere, as well as payment of any fines or penalties for such investigations or actions or any countries’ antitrust investigations and any settlement of any related matters; and (xi) Fees associated with any Brazilian customs or labor claims or investigations, as well as payment of any related fines, penalties or deposits. These adjustments shall be made on an “After-tax basis” with respect to ROIC and on a pre-tax basis with respect to EBITDA. “After-tax basis” shall mean the product of the amount of each non-recurring item times the difference between one and the ratio between allocable Cash Tax Paid for each item and the Company’s consolidated worldwide pre-tax income for the respective fiscal year or 12-month measurement period. The ROIC ratio will exclude the unconsolidated results of Polar Air Cargo Worldwide, Inc.

(c) Delivery of Unit Delivered Shares. In connection with the completion of performance, the Committee shall certify, in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), whether and at what level the Performance Criteria have been achieved. For the purposes of this Agreement, the term “Determination Date” means the date in 2019 on which the Committee makes such certification. Subject to the terms of this Agreement and satisfaction of any withholding tax liability pursuant to Section 5 hereof, as soon as reasonably practicable following the Determination Date, but in any event no later than March 15, 2019, the Company shall deliver to the Employee a certificate or certificates or shall credit the Employee’s account so as to evidence the number of Unit Delivered Shares and Deferred Dividend Shares, if any, to which the Employee is entitled hereunder, as calculated in accordance with Section 2(b) above.

(d) Death, Disability or Retirement.

(1) In the event of death or a termination by the Company of the Employee’s Employment by reason of the Employee’s Disability occurring after the date hereof, but before the end of the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the portion of the Performance Share Award that

will vest is calculated by dividing the number of days from January 1, 2016 until the date of Disability or death, by the total number of days in the Performance Period, multiplied by the number of Unit Delivered Shares and Deferred Dividend Shares in respect of each Performance Share Unit, if any, earned on the basis of actual achievement level of the Performance Criteria in the Performance Unit Plan Schedule.

(2) In the event of a termination of Employment by reason of the Employee’s Retirement before the end of the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the Performance Share Award will vest in full, in respect of each Performance Share Unit, if any, earned on the basis of actual achievement level of the Performance Criteria in the Performance Plan Schedule.

(3) Any former Employee, upon Disability or Retirement, or the estate of an Employee, upon death, will continue to hold the vested portion of the Performance Share Award, subject to the restrictions and all terms and conditions of this Agreement, until delivery of Shares pursuant to Section 2(c). Subject to Section 2(f), the appropriate number of Unit Delivered Shares and Deferred Dividend Shares, if any (calculated as provided in Section 2(b)) shall not be delivered until the completion of the Performance Period and the Determination Date. For purposes of this Agreement, a termination of Employment shall be deemed to be by reason of “Disability” if immediately prior to such termination of Employment, the Employee shall have been continuously disabled from performing the duties assigned to Employee for a period of not less than six consecutive calendar months and such Disability shall be deemed to have commenced on the date following the end of such six consecutive calendar months. For purposes of this Agreement, “Retirement” shall mean the a termination of the Employee’s Employment with the Company for any reason other than Cause on or after the Employee’s attainment of age sixty (60) and ten (10) years of service with the Company; provided, however, that a voluntary resignation from Employment shall not be considered Retirement for purposes of this Agreement unless (i) the Employee shall have given not less than six (6) months’ advance written notice of such resignation to the Chair of the Board of Directors of the Company (or such lesser period of notice as may be determined by the Board of Directors) and (ii) such advance written notice shall have been given on or after April 1, 2017.

(e) Termination by the Company Not For Cause. In the event of termination of Employment of the Employee by reason of an involuntary termination by the Company and its subsidiaries not for Cause occurring after the date hereof, but before the end of the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the portion of the Performance Share Award that will vest is calculated by dividing the number of days from January 1, 2016 until the date of the termination of Employment by reason of an involuntary termination not for Cause, by the total number of days in the Performance Period, multiplied by the number of Unit Delivered Shares and Deferred Dividend Shares in respect of each Performance Share Unit, if any, earned on the basis of actual achievement level of the Performance Criteria in the Performance Unit Plan Schedule. Any former Employee, upon termination of Employment not for Cause under this Section 2(e), will continue to hold the vested portion of the Performance Share Award, subject to the restrictions and all terms and conditions of this Agreement, until delivery of Shares pursuant to Section 2(c) or 2(f).

Subject to Section 2(f), the appropriate number of Unit Delivered Shares and Deferred Dividend Shares, if any (calculated as provided in Section 2(b) shall not be delivered until the completion of the Performance Period and the Determination Date. For purposes of this Agreement, “Cause” shall mean (i) the Employee’s refusal or failure (other than during periods of illness or disability) to perform the Employee’s material duties and responsibilities to the Company or its subsidiaries, (ii) the conviction or plea of guilty or nolo contendere of the Employee in respect of any felony, other than a motor vehicle offense, (iii) the commission of any act which causes material injury to the reputation, business or business relationships of the Company or any of its subsidiaries including, without limitation, any breach of written policies of the Company with respect to trading in securities, (iv) any other act of fraud, including, without limitation, misappropriation, theft or embezzlement, or (v) a violation of any applicable material policy of the Company or any of its subsidiaries, including, without limitation, a violation of the laws against workplace discrimination.

(f) Change in Control.

(1) Immediately prior to a Change in Control of the Company (as defined below) unless in connection therewith this award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, the Performance Criteria in the Performance Criteria Schedule of this award, if this award is then outstanding, shall be deemed to have been satisfied based on assumed achievement at the 200% achievement level (“Deemed CIC Achievement”) and this award shall be deemed fully vested on such basis and the Unit Delivered Shares and Deferred Dividend Shares underlying this award shall be delivered or paid to the Employee within ten (10) days following the Change in Control of the Company. Notwithstanding the immediately preceding sentence but subject to the fourth sentence of this Section 2(f)(1), if in connection with the Change in Control of the Company, this award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, this award shall become vested only if (A) the Employee remains continuously Employed by the Company or its subsidiaries until the end of the Performance Period, in which case this award will become fully vested at the end of the Performance Period, or (B) there is a Change in Control Termination before the end of the Performance Period, in which case this award will become fully vested in connection with the Change in Control Termination. In the case of either (A) or (B), there shall be delivered or paid to the Employee, within ten (10) days following vesting, the Unit Delivered Shares and Deferred Dividend Shares underlying this award, determined on the basis of the Deemed CIC Achievement. In the event of a Change in Control of the Company, notwithstanding anything in this Section 2(f)(1) to the contrary, if the Employee is or will become eligible for Retirement prior to the last day of the Performance Period, then this award shall become fully vested on, and the Unit Delivered Shares and Deferred Dividend Shares underlying this award, determined on the basis of the Deemed CIC Achievement, shall be delivered or paid to the Employee within ten (10) days following, the later of the date on which the Employee becomes eligible for Retirement and a Change in Control of the Company, to the extent necessary for such payment to qualify as a “short-term deferral” within the meaning of Section 1.409A-1(b)(4) of the Treasury regulations. For the avoidance of doubt, if a there is a Change in Control Termination before the end of the Performance Period and before the date on which the Employee becomes eligible for Retirement, then this award will become fully vested in connection with the Change in Control Termination and the Unit Delivered Shares and Deferred Dividend Shares underlying this award, determined on the basis of the Deemed CIC Achievement, shall be delivered or paid to the Employee within ten (10) days following such Change in Control Termination.

(2) For purposes of this Agreement, the following definitions shall apply:

a. “Change in Control Termination” means the termination of an Employee’s Employment following a Change in Control of the Company (I) by the Company and its subsidiaries not for Cause, (II) by the Employee for “Good Reason” (as defined below), or (III) by reason of the Employee’s death or Disability (as defined in Section 2(d)).

b. “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 for purposes of this Section 2(f));

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

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

(4) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such

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

c. “Good Reason” means (i) a material reduction in the Employee’s duties and responsibilities from those of the Employee’s most recent position with the Company, (ii) a reduction of the Employee’s aggregate salary, benefits and other compensation (including any incentive opportunity) from that which the Employee was most recently entitled during Employment other than in connection with a reduction as part of a general reduction applicable to all similarly-situated employees of the Company, or (iii) a relocation of the Employee to a position that is located greater than 40 miles from the location of such Employee’s most recent principal location of Employment with the Company; provided, however, that the Employee will be treated as having resigned for Good Reason only if he or she provides the Company with a notice of termination within 90 days of the initial existence of one of the conditions described above, following which the Company 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 Company fails to so cure the event, the Employee must terminate his or her Employment not later than 30 days following the end of such cure period.

(g) Other Terminations of Employment. Except as provided for herein or in the Plan, any termination of Employment of the Employee occurring prior to the end of the Performance Period (including a termination of Employment initiated by the Employee) shall result in the immediate and automatic termination and forfeiture of the Performance Share Award.

3. Transfer. Any shares of the Company’s common stock underlying the Performance Share Award that are delivered pursuant to Section 2 may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof. This award itself shall not be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part.

4. Expenses of Issuance of Shares. The issuance of stock certificates hereunder shall be without charge to the Employee. The Company shall pay, and indemnify the Employee from and against any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed by any governmental body, agency or official (other than income taxes) by reason of the issuance of the common stock underlying the Performance Share Award.

5. Tax Withholding. No shares or cash will be issued or paid under this award unless the Employee pays (or makes provision acceptable to the Company for the prompt

payment of) an amount sufficient to allow the Company to satisfy its tax withholding obligations, as determined by the Company. To this end, the Employee shall either:

(a) pay the Company the amount of tax to be withheld (including through payroll withholding if the Company determines that such a payment method is acceptable),

(b) deliver to the Company other shares of Stock owned by the Employee prior to such date having a fair market value, as determined by the Committee, not less than the amount of the withholding tax due, which either have been owned by the Employee for more than six (6) months or were not acquired, directly or indirectly, from the Company,

(c) make a payment to the Company consisting of a combination of cash and such shares of Stock, or

(d) if this award is being settled in Stock, request that the Company cause to be withheld a number of vested shares of Stock having a then fair market value sufficient to discharge minimum required federal, state and local tax withholding (but no greater than such amount).

In no event shall the payment or withholding of taxes be made later than the end of the payment period prescribed in Sections 2(c) or 2(f), as applicable. In the event the Employee fails to timely pay or timely elect withholding of taxes in the manner described in Section 5(a), (b), (c) or (d), the Company reserves the right to withhold cash or a number of vested shares of Stock having a then fair market value sufficient to discharge minimum required federal, state and local tax withholding (but no greater than such amount).

6. Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986 as amended from time to time and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement 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 Participant’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), as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, 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 Atlas to be a specified employee under Treasury regulation Section 1.409A-1(i). Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting

on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code.

7. References. References herein to rights and obligations of the Employee shall apply, where appropriate, to the Employee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

8. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:

Atlas Air Worldwide Holdings, Inc.

2000 Westchester Avenue

Purchase, New York 10577

Attention: General Counsel

If to the Employee:

At the Employee’s most recent address shown on the Company’s corporate records, or at any other address which the Employee may specify in a notice delivered to the Company in the manner set forth herein.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws of any jurisdiction which would cause the application of law, other than the State of New York, to be applied.

10. Rights of a Stockholder. The Employee shall have no right to transfer, pledge, hypothecate or otherwise encumber such Unit Delivered Shares or Deferred Dividend Shares. Once the Unit Delivered Shares and Deferred Dividend Shares vest and the shares of Stock underlying those units or shares have been delivered, but not until such time and only with respect to the shares of Stock so delivered, the Employee shall have the rights of a stockholder, including, but not limited to, the right to vote and to receive dividends.

11. No Right to Continued Employment. This Performance Share Award shall not confer upon the Employee any right with respect to continuance of employment by the Company nor shall this Performance Share Award interfere with the right of the Company to terminate the Employee’s employment at any time.

12. Provisions of the Plan. Capitalized terms used herein and not defined shall have the meanings set forth in the Plan. This Agreement and the awards and grants set forth herein shall be subject to and shall be governed by the terms set forth in the Plan, a copy of which has been furnished to the Employee and which is incorporated by reference into this Agreement. In the event of any conflict between this Agreement and the Plan, the Plan shall control.

13. Counterparts. This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

14. This Agreement and the payment of the Performance Share Award are intended to be exempt from the requirements of Section 409A of the Code and guidance issued thereunder and shall be construed accordingly. Notwithstanding the above, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code.

[SIGNATURE PAGE FOLLOWS AS A SEPARATE PAGE]

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Performance Share Unit Agreement as of the date first above written.

ATLAS AIR WORLDWIDE HOLDINGS, INC.
By:
Name:	Adam R. Kokas
Title:	Executive Vice President, General Counsel, Secretary and Chief Human Resources Officer
	Employee

EX-10.3

Exhibit 10.3

ATLAS AIR WORLDWIDE HOLDINGS, INC.

2016 LONG TERM CASH INCENTIVE PROGRAM

ATLAS AIR WORLDWIDE HOLDINGS, INC.

2016 LONG TERM CASH INCENTIVE PROGRAM

Section 1. Purpose.

The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW” or the “Company”) 2007 Incentive Plan, as amended (the “Plan”). The Program shall be treated for all purposes as a sub-plan or arrangement for the grant of Cash Awards under the Plan and shall be subject to the Plan, which is incorporated herein by reference. Awards under the Program are intended to qualify for the performance-based compensation exception to the limitations on tax deductibility imposed by Section 162(m) of the Code and together with the applicable terms of the Plan and Program shall be construed accordingly. The Program shall be effective as of January 1, 2016, and shall be applicable for the 2016-2018 Performance Period. Capitalized terms not defined herein shall have the meanings given in the Plan.

Section 2. Definitions.

2.1. Award shall mean an opportunity to earn benefits under the Program.

2.2. Atlas shall mean AAWW or its subsidiaries.

2.3. Board shall mean the Board of Directors of AAWW.

2.4. Beneficiary shall mean a Participant’s beneficiary designated pursuant to Section 8.

2.5. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.6. Committee shall mean the Compensation Committee of the Board.

2.7. Determination Date shall have the meaning specified in Section 6.2.

2.8. Eligible Participant means any of the Chief Executive Officer, President, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Staff Vice Presidents of Atlas, and such other Atlas officers as may from time to time be designated by the Committee.

2.9. Participant shall mean any Eligible Participant during such Eligible Participant’s period of participation in the Program.

2.10. Performance Period shall mean January 1, 2016 through December 31, 2018.

2.11. Program shall mean this Atlas Air Worldwide Holdings, Inc. 2016 Long Term Cash Incentive Program, as it may be amended from time to time.

Section 3. Administration.

The Program shall be administered by the Committee in accordance with and subject to the provisions of Section 3 of the Plan.

Section 4. Participation.

Each individual who is employed as an Eligible Participant on the first day of the Performance Period shall participate in the Program. An individual who first becomes employed as an Eligible Participant on or prior to September 30, 2016 (March 31, 2016 in the case of an individual whose Award is intended to qualify for the performance-based compensation exception to the limitations on tax deductibility imposed by Section 162(m) of the Code), may participate in the Program in the discretion of the Committee (or, in the case of officers below the level of Senior Vice President, its delegate). An individual employed by Atlas, including an Eligible Participant, may be awarded incentive compensation outside the Program in lieu of or in addition to awards, if any, under the Program.

Section 5. Determination of Awards.

5.1. Target Bonus Award. The target cash bonus payable under an Award for the Performance Period will be the amount established by the Committee (or, in the case of offices below the level of Senior Vice President, its delegate), for each Participant classification (the “Target Bonus Amount”).

5.2. Performance Measures. Payment of a cash bonus Award is conditioned upon written certification by the Committee of satisfaction of the achievement of certain internal ROIC and EBITDA Growth levels as described below (the “Performance Criteria”) during the period beginning January 1, 2016 and ending December 31, 2018 (the “Performance Period”). The actual cash bonus Award amount (the “Payable Amount”) shall be determined in accordance with Annex A hereto (the “Performance Plan Schedule”). In no event shall the Payable Amount exceed, for any Participant, the maximum amount specified in Section 4(c) of the Plan.

(1) “ROIC” for the Company shall be an average of the Company’s actual ROIC for 2016, 2017 and 2018 and shall mean a fraction where the numerator is NOPAT and the denominator is Average Invested Capital, in each case calculated in accordance with generally accepted accounting principles (“GAAP”). “NOPAT” is defined as operating income minus Cash Tax Paid. “Cash Tax Paid” is defined as income taxes as reflected on the income statement minus deferred taxes as reflected on the cash flow statement. “Average Invested Capital” is defined as the average of the beginning and ending Invested Capital during the year. “Invested Capital” is defined as capital lease obligations, plus short and long term debt plus total stockholders equity minus an amount equal to cash and cash equivalents. Invested Capital shall exclude investment amounts associated with aircraft acquisition until the first time that such aircraft is flown under a customer contract at which time all amounts accrued with respect to such aircraft shall be considered in the Average Invested Capital calculation from such date. Invested Capital shall be reduced by the amount of any investments held in the Company’s direct or indirect debt securities that remain outstanding and that have not otherwise been defeased.

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(2) “EBITDA” for the Company shall mean income from continuing operations, before interest, income taxes, depreciation expense and amortization expense. EBITDA Growth shall be calculated by averaging the percentage increase or decrease in EBITDA for each of the three years ended December 31 in the Performance Period. EBITDA increase or decrease for each twelve month period shall be calculated by subtracting EBITDA for the twelve months ended December 31 for the prior year from EBITDA for the twelve months ended December 31 for the current year and dividing the resulting difference in EBITDA by the EBITDA for the twelve months ended December 31 for the prior year.

(3) In the calculation of EBITDA Growth and ROIC, amounts objectively demonstrated to be attributable to the following items will not be taken into account: (i) any gain or loss resulting from changes in accounting principles; (ii) results from discontinued operations as defined by GAAP as well as any costs related to impairments, restructurings or other discontinued activities; (iii) any impact associated with warrants issued in conjunction with Project Andromeda; (iv) any loss or gain resulting from the early extinguishment or restructuring of any debt or lease and the write-off of fees, deferred costs or debt discounts on the early extinguishment or restructuring of any debt or lease; (v) any pre-operating costs associated with Project Andromeda (vi) any integration and transition costs associated with the acquisition of Southern Air and related entities (vi) any loss or gain on the sale of aircraft, engines or other aircraft parts; (vii) any costs related to retention or recruitment or termination of officers (including, without limitation, sign-on bonuses, off-cycle cash bonuses, off-cycle equity grants, search fees, relocation and related expenses and compensation expense resulting from the accelerated vesting of equity-based awards under retirement or severance agreements); (viii) any costs related to collective bargaining, other labor negotiations, grievances or other disputes involving labor unions or flight attendants; (ix) any fees of outside advisors (including, without limitation, lawyers, accountants, bankers and rating agencies), or secondees (collectively, “Fees”) associated with refinancing or restructuring of existing financings, or business acquisitions, dispositions, mergers or combinations, joint ventures, or corporate finance transactions (including capital markets transactions); (x) Fees incurred after January 1, 2016 associated with antitrust investigations and related lawsuits in the U.S., U.K., Netherlands and elsewhere, as well as payment of any fines or penalties for such investigations or actions or any countries’ antitrust investigations and any settlement of any related matters; and (xi) Fees associated with any Brazilian customs or labor claims or investigations, as well as payment of any related fines, penalties or deposits. These adjustments shall be made on an “After-tax basis” with respect to ROIC and on a pre-tax basis with respect to EBITDA. “After-tax basis” shall mean the product of the amount of each non-recurring item times the difference between one and the ratio between allocable Cash Tax Paid for each item and AAWW’s consolidated worldwide pre-tax income for the respective fiscal year or 12-month measurement period. The ROIC ratio will exclude the unconsolidated results of Polar Air Cargo Worldwide, Inc.

Section 6. Payment of Awards under this Program.

6.1. General. A Participant will be entitled to receive payment, if any, under an Award if the Participant is still Employed by Atlas on December 31, 2018, subject to this Section 6 and Section 7 below. A Participant will receive an Award in the manner and at the times set forth in Sections 6.2, 6.3, 6.4 and Section 7.

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6.2. Time of Payment. In connection with the completion of performance, the Committee shall certify, in accordance with Section 162(m) of the Code, whether and at what level the Performance Criteria have been achieved. For the purposes of this Program, the term “Determination Date” means the date in 2019 on which the Committee makes such certification. Any Payable Amount for an Award for the Performance Period shall be paid by Atlas within two weeks following the Determination Date, but in no event later than March 15, 2019.

6.3. Form of Payment. All Payable Amounts for an Award shall be paid in cash.

6.4. Termination of Employment.

(a) General. Except as provided otherwise in this Section 6.4 or Section 7, a Participant whose Employment terminates for any reason prior to the last day of the Performance Period shall forfeit such Award.

(b) Death or Termination by Reason of Disability. In the event of the Participant’s death or a termination by the Company of the Participant’s Employment with Atlas by reason of the Participant’s Disability occurring after January 1, 2016, but before the end of the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the portion of the Award that will be payable is calculated by dividing the number of days from January 1, 2016 until the date of termination of Employment by reason of Disability or death, by the total number of days in the Performance Period, and multiplying that fraction by the Payable Amount. Subject to Section 7, the reduced (prorated) Payable Amount, if any (calculated as provided in Section 5.2) shall not be payable until after the Determination Date in accordance with Section 6.2 above. For purposes of this Program, a termination of Employment shall be deemed to be by reason of “Disability” if immediately prior to such termination of Employment, the Participant shall have been continuously disabled from performing the duties assigned to the Participant for a period of not less than six consecutive calendar months and such Disability shall be deemed to have commenced on the date following the end of such six consecutive calendar months.

(c) Termination by the Company Not For Cause after January 1, 2016. In the event of the termination of Employment of the Participant by reason of an involuntary termination by the Company and its Subsidiaries not for Cause occurring after January 1, 2016, but before the end of the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the portion of the Award that will be payable, if any, is calculated by dividing the number of days from January 1, 2016 until the date of the termination of Employment, by the total number of days in the Performance Period, multiplied by the Payable Amount. Subject to Section 7, the reduced (prorated) Payable Amount, if any (calculated as provided in Section 5.2) shall not be delivered until after the Determination Date in accordance with Section 6.2 above. For purposes of this Program, “Cause” shall mean (i) the Participant’s refusal or failure (other than during periods of illness or disability) to perform the Participant’s material duties and responsibilities to the Company or its Subsidiaries, (ii) the conviction or plea of guilty or nolo contendere of the Participant in respect of any felony, other than a motor vehicle offense, (iii) the commission of any act which causes material injury to the

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reputation, business or business relationships of the Company or any of its Subsidiaries including, without limitation, any breach of written policies of the Company with respect to trading in securities, (iv) any other act of fraud, including, without limitation, misappropriation, theft or embezzlement, or (v) a violation of any applicable material policy of the Company or any of its Subsidiaries, including, without limitation, a violation of the laws against workplace discrimination.

(d) Retirement. In the event of a termination of Employment by reason of the Retirement of a Participant who holds the title of Executive Vice President or above before the end of the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the Payable Amount shall be payable as if the Participant had been Employed for the entire Performance Period. Subject to Section 7, the Payable Amount, if any (calculated as provided in Section 5.2) shall not be delivered until after the Determination Date. For purposes of this Program, “Retirement” shall mean a termination of the Participant’s Employment with Atlas for any reason other than Cause on or after the Participant’s attainment of age sixty (60) and ten (10) years of service with Atlas; provided, however, that a voluntary resignation from Employment shall not be considered Retirement for purposes of the Program unless (i) the Participant shall have given not less than six (6) months’ advance written notice of such resignation to the Chair of the Board (or such lesser period of notice as may be determined by the Board) and (ii) such advance written notice shall have been given on or after April 1, 2017.

(e) Other Terminations of Employment. Except as provided in this Section 6.4 or in Section 7.1, any termination of Employment of the Participant occurring prior to the end of the Performance Period (including a termination of Employment initiated by the Participant) shall result in the immediate and automatic termination and forfeiture of the Award.

Section 7. Change in Control.

7.1. Vesting; Determination of Payable Amount. Immediately prior to a Change in Control of the Company (as defined below) unless in connection therewith an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, the Performance Criteria in the Performance Plan Schedule applicable to an Award, if an Award is then outstanding, shall be deemed to have been satisfied based on assumed achievement at the 200% achievement level (“Deemed CIC Achievement”) and the Company shall pay to the Participant in full satisfaction of its obligations with respect thereto cash in an amount equal to the Payable Amount on the basis of such Deemed CIC Achievement within ten (10) days following the Change in Control of the Company. Notwithstanding the immediately preceding sentence but subject to the fourth sentence of this Section 7.1, if in connection with the Change in Control of the Company, an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, an Award shall become payable only if (A) the Participant remains continuously Employed by the Company or its subsidiaries until the end of the Performance Period, in which case this Award will become fully payable at the end of the Performance Period, or (B) there is a Change in Control Termination before the end of the Performance Period, in which case this Award will become fully payable in connection with the Change in Control Termination. In the case of

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either (A) or (B), the Company shall pay to the Participant, within ten (10) days following the period specified in (A) or the time specified in (B), as applicable, the Payable Amount on the basis of the Deemed CIC Achievement. In the event of a Change in Control of the Company, notwithstanding anything in this Section 7.1 to the contrary, if the Participant is or will become eligible for Retirement prior to the last day of the Performance Period, then this Award shall become fully payable on, and the Company shall pay the Payable Amount, on the basis of the Deemed CIC Achievement, to the Participant within ten (10) days following, the later of the date on which the Participant becomes eligible for Retirement and a Change in Control of the Company, to the extent necessary for such payment to qualify as a “short-term deferral” within the meaning of Section 1.409A-1(b)(4) of the Treasury regulations. For the avoidance of doubt, if a there is a Change in Control Termination before the end of the Performance Period and before the date on which the Employee becomes eligible for Retirement, then this Award will become fully payable in connection with the Change in Control Termination and the Company shall pay the Payable Amount, on the basis of the Deemed CIC Achievement, to the Participant within ten (10) days following such Change in Control Termination.

7.2. Definitions. For purposes of this Program, the following definitions shall apply:

(a) “Change in Control Termination” means the termination of a Participant’s Employment following a Change in Control of the Company (I) by the Company and its subsidiaries not for Cause, (II) by the Participant for “Good Reason” (as defined below), or (III) by reason of the Participant’s death or Disability (as defined in Section 6.4(b)).

(b) “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 for purposes of this Section 7);

(2) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of ownership of stock possessing 30% or more of the total voting power of the Company (however, if a person or group is considered to control the Company within the meaning of this sentence (i.e., owns stock of the Company possessing 30% of the total voting power of the Company), then the acquisition of additional control will not be considered a change in control for purposes of this Section 7);

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

(4) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company, as determined under the Treasury Regulations (however, a transfer of assets to certain related persons, as provided under the Treasury Regulations, or to an entity that is controlled by the shareholders of the Company immediately after the transfer, will not be considered a change in control for purposes of this Section 7).

(c) “Good Reason” means (i) a material reduction in a Participant’s duties and responsibilities from those of the Participant’s most recent position with the Company, (ii) a reduction of a Participant’s aggregate salary, benefits and other compensation (including incentive opportunity) from that which the Participant was most recently entitled during Employment with the Company other than in connection with a reduction as part of a general reduction applicable to all similarly-situated Participants of the Company, or (iii) a relocation of a Participant to a position that is located greater than 40 miles from the location of such Participant’s most recent principal location of employment with the Company; provided, however, that a Participant will be treated as having resigned for Good Reason only if he or she provides the Company with a notice of termination within 90 days of the initial existence of one of the conditions described above, following which the Company 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 Company fails to so cure the event, the Participant must terminate his or her Employment not later than 30 days following the end of such cure period.

Section 8. Beneficiary Designation.

8.1. Designation and Change of Designation. Each Participant shall file with Atlas a written designation of one or more persons as the Beneficiary who shall be entitled to receive the Award, if any, payable under the Program upon the Participant’s death. A Participant may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with Atlas. The last such designation received by Atlas shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by Atlas prior to the Participant’s death, and in no event shall it be effective as of any date prior to such receipt.

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8.2. Absence of Valid Designation. If no such Beneficiary designation is in effect at the time of a Participant’s death, or if no designated Beneficiary survives the Participant, or if such designation conflicts with law, the Participant’s estate shall be deemed to have been designated as the Participant’s Beneficiary and shall receive the payment of the amount, if any, payable under the Program upon the Participant’s death. If Atlas is in doubt as to the right of any person to receive such amount, Atlas may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or Atlas may pay such amount into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Program and Atlas therefor.

Section 9. General Provisions.

9.1. Program to be Unfunded. The Program is intended to constitute an unfunded incentive compensation arrangement. Nothing contained in the Program, and no action taken pursuant to the Program, shall create or be construed to create a trust of any kind. A Participant’s right to receive an Award shall be no greater than the right of an unsecured general creditor of Atlas. All Awards shall be paid from the general funds of Atlas, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such Awards. There shall not vest in any Participant or Beneficiary any right, title, or interest in and to any specific assets of Atlas.

9.2. Section 409A of the Code. Awards under the Program are intended to be exempt from, or comply with, the requirements of Section 409A of the Code and shall be construed and administered accordingly. Notwithstanding anything to the contrary in this Program, if at the time of the Participant’s termination of employment, the Participant is a “specified employee,” as defined below, any and all amounts payable under this 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 Participant’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), as determined by Atlas in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this 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 Atlas to be a specified employee under Treasury regulation Section 1.409A-1(i). Notwithstanding anything to the contrary in the Program, neither the Company, nor any affiliate, nor the Committee, nor any person acting on behalf of the Company, any affiliate, or the Committee, shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to be exempt from the requirements of Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 9.2 shall limit the ability of the Committee or the Company to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such tax or additional tax.

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9.3. Rights Limited. Nothing contained in the Program shall give any Eligible Participant the right to continue in the employment of Atlas, or limit the right of Atlas to discharge an Eligible Participant.

9.4. Governing Law. The Program shall be construed and governed in accordance with the laws of the State of New York.

9.5. Taxes. There shall be deducted from all amounts paid under the Program all federal, state, local and other taxes required by law to be withheld with respect to such payments.

Section 10. Amendment, Suspension, or Termination.

The Committee reserves the right to amend, suspend, or terminate the Program at any time.

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EX-10.4

Exhibit 10.4

ATLAS AIR WORLDWIDE HOLDINGS, INC.

2016 ACQUISITION INCENTIVE PROGRAM

Section 1. Purpose.

The purpose of the Program is to set forth certain terms and conditions governing certain cash awards made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW” or the “Company”) 2007 Incentive Plan, as amended (the “Plan”). The Program shall be treated for all purposes as a sub-plan or arrangement for the grant of Cash Awards under the Plan and shall be subject to the Plan, which is incorporated herein by reference. Awards under the Program are intended to qualify for the performance-based compensation exception to the limitations on tax deductibility imposed by Section 162(m) of the Code and together with the applicable terms of the Plan and Program shall be construed accordingly. The Program shall be effective as of January 1, 2016. Capitalized terms not defined herein shall have the meanings given in the Plan.

Section 2. Definitions

2.1. Award shall mean an opportunity to earn benefits under the Program.

2.2. Atlas shall mean AAWW or its subsidiaries.

2.3. Board shall mean the Board of Directors of AAWW.

2.4. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.5. Committee shall mean the Compensation Committee of the Board.

2.6. Determination Date shall have the meaning specified in Section 6.2.

2.7. Eligible Participant means any of the Chief Executive Officer, President, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Staff Vice Presidents of Atlas, and such other Atlas officers or other key employees as may from time to time be designated by the Committee, all of which have been employed by Atlas Air, Inc. or Titan Singapore Aircraft Leasing Pte. Ltd. as of January 1, 2015 through the Payment Date.

2.8. Participant shall mean any Eligible Participant during such Eligible Participant’s period of participation in the Program.

2.9. Performance Period shall mean January 1, 2016 through December 31, 2016, or such shorter period as provided by the Program.

2.10. Program shall mean this Atlas Air Worldwide Holdings, Inc. 2016 Acquisition Incentive Program, as it may be amended from time to time.

Section 3. Administration.

The Program shall be administered by the Committee in accordance with and subject to the provisions of Section 3 of the Plan.

Section 4. Participation.

Each individual must be employed as an Eligible Participant on the first day of the Performance Period to be eligible to participate in the Program. An individual employed by Atlas, including an Eligible Participant, may be awarded incentive compensation outside the Program in lieu of or in addition to awards, if any, under the Program.

Section 5. Determination of Awards.

5.1. Bonus Award. The cash bonus payable under an Award for the Performance Period will be the amount established by the Committee (or, in the case of offices below the level of Senior Vice President, its delegate), for each Participant classification (the “Bonus Amount”).

5.2. Performance Measures. Payment of the Bonus Amount of each Award is conditioned upon the consummation of the Southern Transaction by December 31, 2016. For purposes of this Program, “Southern Transaction” shall mean a corporate transaction that results in the acquisition or merger by Atlas of 100% of the voting power and value of the shares of stock of Southern Air Holdings, Inc. or its subsidiary or affiliate (“Southern”) or substantially all of the assets of Southern.

Section 6. Payment of Awards under this Program.

6.1. General. A Participant will be entitled to receive payment, if any, under an Award if the Participant is still employed by Atlas on the Payment Date (as defined below), subject to this Section 6. A Participant will receive an Award in the manner and at the times set forth in Sections 6.2, 6.3, and 6.4. In no event shall the Bonus Amount for any Participant, when aggregated with any other Cash Award payable in 2016, exceed the maximum amount specified in Section 4(c) of the Plan.

6.2. Time of Payment. In connection with the completion of performance, the Committee shall certify, in accordance with Section 162(m) of the Code, whether and at what level the Performance Criteria have been achieved. For the purposes of this Program, the term “Determination Date” means the date on which the Committee makes such certification. Any Bonus Amount payable for the Performance Period shall be paid by Atlas within two weeks following the Determination Date, but in no event later than December 31, 2016 (the “Payment Date”).

6.3. Form of Payment. All Bonus Amounts for an Award shall be paid in cash.

6.4. Termination of Employment. A Participant whose employment terminates for any reason prior to the Payment Date shall forfeit such Award.

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Section 7. General Provisions.

7.1. Plan to be Unfunded. The Program is intended to constitute an unfunded incentive compensation arrangement. Nothing contained in the Program, and no action taken pursuant to the Program, shall create or be construed to create a trust of any kind. A Participant’s right to receive an Award shall be no greater than the right of an unsecured general creditor of Atlas. All Awards shall be paid from the general funds of Atlas, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such Awards. There shall not vest in any Participant any right, title, or interest in and to any specific assets of Atlas.

7.2. Section 409A of the Code. Awards under the Program are intended to be exempt from the requirements of Section 409A of the Code and shall be construed and administered accordingly. Notwithstanding anything to the contrary in the Program, neither the Company, nor any Affiliate, nor the Committee, nor any person acting on behalf of the Company, any Affiliate, or the Committee, shall be liable to any Participant or to the estate of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to be exempt from the requirements of Section 409A or by reason of Section 4999 of the Code.

7.3. Rights Limited. Nothing contained in the Program shall give any Eligible Participant the right to continue in the employment of Atlas, or limit the right of Atlas to discharge an Eligible Participant.

7.4. Governing Law. The Program shall be construed and governed in accordance with the laws of the State of New York.

7.5. Taxes. There shall be deducted from all amounts paid under the Program all federal, state, local and other taxes required by law to be withheld with respect to such payments.

Section 8. Amendment, Suspension, or Termination.

The Committee reserves the right to amend, suspend, or terminate the Program at any time.

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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; and

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 functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the 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: May 5, 2016	/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; and

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 functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the 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: May 5, 2016	/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 March 31, 2016 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 Act 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: May 5, 2016

/s/ William J. Flynn

William J. Flynn

President and Chief Executive Officer

/s/ Spencer Schwartz

Spencer Schwartz

Executive Vice President and Chief Financial Officer

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 02, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Document period end date	Mar. 31, 2016
Amendment flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016
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		24,811,018

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Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 317,410	$ 425,950
Short-term investments	3,990	5,098
Restricted cash	14,503	12,981
Accounts receivable, net of allowance	134,677	164,308
Prepaid maintenance	5,621	6,052
Prepaid expenses and other current assets	44,937	37,548
Total current assets	521,138	651,937
Property and Equipment
Flight equipment	3,709,611	3,687,248
Ground equipment	60,968	58,487
Less: accumulated depreciation	(472,389)	(450,217)
Purchase deposits for flight equipment	64,624	39,678
Property and equipment, net	3,362,814	3,335,196
Other Assets
Long-term investments and accrued interest	34,089	37,604
Deposits and other assets	90,234	81,183
Intangible assets, net	56,380	58,483
Total Assets	4,064,655	4,164,403
Current Liabilities
Accounts payable	58,471	93,278
Accrued liabilities	294,570	293,138
Current portion of long-term debt	157,701	161,811
Total current liabilities	510,742	548,227
Other Liabilities
Long-term debt	1,711,861	1,739,496
Deferred taxes	287,922	286,928
Other liabilities	98,400	135,569
Total other liabilities	2,098,183	2,161,993
Equity
Preferred stock	0	0
Common stock	293	290
Additional paid-in-capital	630,151	625,244
Treasury stock, at cost	(175,956)	(171,844)
Accumulated other comprehensive loss	(5,785)	(6,063)
Retained earnings	1,007,027	1,006,556
Total stockholders' equity	1,455,730	1,454,183
Total Liabilities and Equity	$ 4,064,655	$ 4,164,403

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Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Consolidated Balance Sheets
Allowance for doubtful accounts receivable	$ 2,288	$ 1,247

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Consolidated Balance Sheets Shares (Parentheticals) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
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	29,242,911	28,955,445
Common stock shares outstanding	24,812,088	24,636,651
Treasury stock shares	4,430,823	4,318,794

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Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating Revenue
ACMI	$ 182,740	$ 189,047
Charter	202,303	220,138
Dry leasing	28,192	31,919
Other	5,380	3,741
Total Operating Revenue	418,615	444,845
Operating Expenses
Salaries, wages and benefits	93,845	88,773
Aircraft fuel	63,220	78,115
Maintenance, materials and repairs	57,024	58,832
Aircraft rent	37,037	34,261
Depreciation and amortization	35,005	32,030
Travel	30,323	20,813
Navigation fees, landing fees and other rent	21,974	23,503
Passenger and ground handling services	20,879	19,963
Acquisition-related expenses	793	0
Loss on disposal of aircraft	0	1,209
Special charge	6,631	(568)
Other	31,827	30,944
Total Operating Expenses	398,558	387,875
Operating Income	20,057	56,970
Non-operating Expenses (Income)
Interest income	(1,604)	(4,488)
Interest expense	21,302	24,548
Capitalized interest	(357)	(26)
Loss on early extinguishment of debt	132	0
Other expense (income), net	(240)	675
Total Non-operating Expenses (Income)	19,233	20,709
Income (loss) before income taxes	824	36,261
Income tax expense (benefit)	353	7,029
Net Income (Loss)	471	29,232
Less: Net income (loss) attributable to noncontrolling interests	0	0
Net Income (Loss) Attributable to Common Stockholders	$ 471	$ 29,232
Earnings per share:
Basic	$ 0.02	$ 1.18
Diluted	$ 0.02	$ 1.17
Weighted average shares:
Basic	24,711	24,876
Diluted	24,846	25,070

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Other Comprehensive Income (Loss)
Net Income (Loss)	$ 471	$ 29,232
Interest rate derivatives:
Reclassification to interest expense	454	650
Income tax expense	(176)	(248)
Foreign currency translation:
Translation adjustment	0	(58)
Accumulated Postretirement Benefit Obligation:
Other comprehensive income (loss)	278	344
Comprehensive Income (Loss)	$ 749	$ 29,576

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating Activities:
Net Income (Loss)	$ 471	$ 29,232
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and amortization	39,817	36,375
Accretion of debt securities discount	(332)	(1,902)
Provision for allowance for doubtful accounts	221	(174)
Special charge, net of cash payments	6,631	(568)
Loss on early extinguishment of debt	132	0
Loss on disposal of aircraft	0	1,209
Deferred taxes	292	7,029
Stock-based compensation expense	5,455	5,285
Changes in:
Accounts receivable	29,871	11,088
Prepaid expenses and other current assets	(10,575)	(949)
Accounts payable and accrued liabilities	(52,544)	4,023
Net cash provided by operating activities	19,439	90,648
Investing Activities:
Capital expenditures	(10,682)	(10,385)
Purchase deposits and delivery payments for flight equipment	(84,230)	(14,925)
Changes in restricted cash	(1,522)	(747)
Proceeds from investments	4,955	1,202
Proceeds from disposal of aircraft	0	24,345
Net cash used for investing activities	(91,479)	(510)
Financing Activities:
Proceeds from debt issuance	14,790	0
Customer maintenance reserves received	3,547	4,129
Proceeds from stock option exercises	0	52
Excess tax benefit from stock-based compensation expense	158	449
Purchase of treasury stock	(4,112)	(6,118)
Payment of debt issuance costs	(217)	0
Payments of debt	(50,666)	(50,845)
Net cash provided by (used for) financing activities	(36,500)	(52,333)
Net increase (decrease) in cash and cash equivalents	(108,540)	37,805
Cash and cash equivalents at the beginning of period	425,950	298,601
Cash and cash equivalents at the end of period	317,410	336,406
Non-cash Investing and Financing Activities:
Acquisition of flight equipment included in Accounts payable and accrued liabilities	$ 12,059	$ 0

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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
Balance at Dec. 31, 2014	$ 1,417,795	$ 286	$ (145,322)	$ 573,133	$ (9,572)	$ 999,270	$ 1,417,795
Net Income (loss)	29,232	0	0	0	0	29,232	29,232
Other comprehensive income (loss)	344	0	0	0	344	0	344
Stock option and restricted stock compensation	5,285	0	0	5,285	0	0	5,285
Purchase of shares of treasury stock	(6,118)	0	(6,118)	0	0	0	(6,118)
Exercise of employee stock options	52	0	0	52	0	0	52
Issuance of shares of restricted stock	0	3	0	(3)	0	0	0
Tax benefit (expense) on restricted stock and stock options	37	0	0	37	0	0	37
Balance at Mar. 31, 2015	1,446,627	289	(151,440)	578,504	(9,228)	1,028,502	1,446,627
Balance at Dec. 31, 2015	1,454,183	290	(171,844)	625,244	(6,063)	1,006,556	1,454,183
Net Income (loss)	471	0	0	0	0	471	471
Other comprehensive income (loss)	278	0	0	0	278	0	278
Stock option and restricted stock compensation	5,455	0	0	5,455	0	0	5,455
Purchase of shares of treasury stock	(4,112)	0	(4,112)	0	0	0	(4,112)
Issuance of shares of restricted stock	0	3	0	(3)	0	0	0
Tax benefit (expense) on restricted stock and stock options	(545)	0	0	(545)	0	0	(545)
Balance at Mar. 31, 2016	$ 1,455,730	$ 293	$ (175,956)	$ 630,151	$ (5,785)	$ 1,007,027	$ 1,455,730

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Consolidated Statements of Stockholders' Equity (Parentheticals) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Consolidated Statements of Stockholders Equity
Purchase of shares of treasury stock	112,029	131,162
Exercise of employee stock options	0	1,900
Issuance of shares of restricted stock	287,466	324,406

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Basis of Presentation

3 Months Ended

Mar. 31, 2016

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”). AAWW has a 51% equity interest and 75% voting interest in Polar Air Cargo Worldwide, Inc. (“Polar”). We record our share of Polar’s results under the equity method of accounting.

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, but not 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, 2015, which includes additional disclosures and a summary of our significant accounting policies. The December 31, 2015 balance sheet data was derived from that Annual Report. In our opinion, the Financial Statements contain all adjustments, consisting of normal recurring items, necessary to fairly state the financial position of AAWW and its consolidated subsidiaries as of March 31, 2016, the results of operations for the three months ended March 31, 2016 and 2015, comprehensive income for the three months ended March 31, 2016 and 2015, cash flows for the three months ended March 31, 2016 and 2015, and shareholders’ equity as of and for the three months ended March 31, 2016 and 2015.

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.

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Recently Adopted Accounting Pronouncements

3 Months Ended

Mar. 31, 2016

Recently Adopted Accounting Pronouncements [Abstract]

Recently Adopted Accounting Pronouncements

2. Recent Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (“FASB”)amended its accounting guidance for share-based compensation. The amended guidancechanges how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.This amended guidance is effective as of the beginning of 2017. Early adoption is permitted. We are currently assessing the impact the amended guidance will have on our financial statements.

In February 2016, the FASBamended its accounting guidance for leases. The guidance requires a lessee to recognize assets and liabilities on the balance sheet arising from leases with terms greater than twelve months.While lessor accounting guidance is relatively unchanged, certain amendments were made to conform with changes made to lessee accounting and recently released revenue recognition guidance. The new guidance for leases will continue to classify them as either finance or operating, with classification affecting the pattern of expense and income recognition in the statement of operations. It also requires additional quantitative and qualitative disclosures about leasing arrangements. The amended guidance is effectiveas of the beginning of 2019. Early adoption is permitted. We are currently assessing the impact the amended guidance will have on our financial statements.

In May 2014, the 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 August 2015, the FASB deferred the effective date by one year to the beginning of 2018. Early adoption is permitted, but not before the beginning of 2017. While we are still assessing the impact the amended guidance will have on our financial statements, we expect that revenue currently recognized based on flight departure will likely be recognized over time as the services are performed.

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DHL Investment and Polar

3 Months Ended

Mar. 31, 2016

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.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. 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, Dry Leasing, administrative, sales and ground support services to one another. We do not have any financial exposure to fund debt obligations or operating losses of Polar, except for any liquidated damages that we could incur under these agreements. The following table summarizes our transactions with Polar:

		For the Three Months Ended
Revenue and Expenses:		March 31, 2016		March 31, 2015
	Revenue from Polar	$	98,737	$	94,258
	Ground handling and airport fees paid to Polar	$	223	$	797
Accounts receivable/payable as of:		March 31, 2016		December 31, 2015
	Receivables from Polar	$	5,908	$	6,527
	Payables to Polar	$	2,281	$	4,660
Aggregate Carrying Value of Polar Investment as of:		March 31, 2016		December 31, 2015
	Aggregate Carrying Value of Polar Investment	$	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 March 31, 2016 and December 31, 2015, our investment in GATS was $20.8 million and $20.7 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 $2.5 million as of March 31, 2016 and $2.3 million as of December 31, 2015.

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Business Combination

3 Months Ended

Mar. 31, 2016

Business Combinations [Abstract]

Southern Air Holdings Acquisition

4. Southern Air Holdings Acquisition

On January 15, 2016, we entered into an Agreement and Plan of Merger to acquire all the outstanding shares of Southern Air Holdings, Inc.(“Southern Air”) (the “Southern Acquisition”). The Southern Acquisitionwas completed on April 7, 2016 for cash consideration of $107.5million, net of cash acquired, and is subject to working capital and other adjustments. Southern Air is the parent company of several subsidiaries, including Southern Air Inc. and Florida West International Airways, Inc. The Southern Acquisition provides us with immediate entry into 777 and 737 aircraft operating platforms, with the potential for developing additional business with existing and new customers of both companies. We believe the platforms provided by these aircraft will augment our ability to offer customers the broadest array of aircraft and operating services for domestic, regional and international applications. Southern Air currently flies five 777-200F and five 737-400F aircraft under CMI agreements for DHL.

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Special Charge

3 Months Ended

Mar. 31, 2016

Special Charge [Abstract]

Special Charge

5. Special Charge

Duringthe first quarter of 2016, we classified four CF6-80engines as held for sale, recognized an impairment loss of $6.5million and ceased depreciation on the engines. The carrying value of these CF6-80 engines was $6.1 million and the carrying value of allCF6-80 engines held for sale was $10.7millionat March 31, 2016, which was included within Prepaid expenses and other current assets in the consolidated balance sheets. The sales are expected to be completed during the second and third quarters of 2016.

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Accrued Liabilities

3 Months Ended

Mar. 31, 2016

Accrued Liabilities Tables [Abstract]

Accrued Liabilities

6. Accrued Liabilities

Accrued liabilities consisted of the following as of:

	March 31, 2016		December 31, 2015
Customer maintenance reserves	$	70,501	$	70,252
Maintenance		64,492		52,070
U.S. class action settlement		35,000		35,000
Salaries, wages and benefits		31,494		51,649
Aircraft fuel		25,214		12,983
Deferred revenue		10,659		12,702
Other		57,210		58,482
Accrued liabilities	$	294,570	$	293,138

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Debt

3 Months Ended

Mar. 31, 2016

Debt [Abstract]

Debt

7. Debt

Term Loans

In February 2016, we borrowed $14.8 million related to the conversion of a 767-300BDSF aircraft under an eight-year term loan with a final payment of $3.8million due in February 2024(the “First 2016 Term Loan”). The First 2016 Term Loan, which is secured by a mortgage against aircraft tail number N642GT, contains customary covenants and events of default and accrues interest at a fixed rate of 3.19%, with principal and interest payable monthly.

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 semiannually on June 1 and December 1 of each year at a fixed rate of 2.25%. The Convertible Notes will mature on June 1, 2022, unless earlier converted or repurchased pursuant to their terms. Proceeds from the issuance of the Convertible Notes were used to refinance higher-rate debt related to five 747-400 freighter aircraft that had an average cash coupon of 8.1%. As of March 31, 2016, the remaining life of the Convertible Notes is 6.5 years and consisted of the following:

Liability component:
Gross proceeds	$	224,500
Less: debt discount, net of amortization		(47,810)
Less: debt issuance cost, net of amortization		(4,656)
Net carrying amount	$	172,034
Equity component (1)	$	52,903
(1) Included in Additional paid-in capital on the consolidated balance sheet as of March 31, 2016.

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

		For the Three Months Ended
		March 31, 2016
Contractual interest coupon	$	1,263
Amortization of debt discount		1,567
Amortization of debt issuance costs		167
Total interest expense recognized	$	2,997

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Income Taxes

3 Months Ended

Mar. 31, 2016

Income Taxes [Abstract]

Income Taxes

8. Income Taxes

Our effective income tax rates were 42.8%and 19.4% for the three months ended March 31, 2016 and March 31, 2015, respectively.The effective income tax rate for the three months ended March 31, 2016differed from the U.S. federal statutory rate primarily due to nondeductible acquisition-related expenses incurred in connection with the acquisition of Southern Air. The effective rate for the three months ended March 31, 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(“ETI”) from leasing certain of our aircraft. The effective rates for both periods 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.

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Financial Instruments

3 Months Ended

Mar. 31, 2016

Financial Instruments [Abstract]

Financial Instruments

9. 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 (“PTCs”) related to enhanced equipment trust certificates (“EETCs”) issued by Atlas in 1998, 1999 and 2000.

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

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

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

		March 31, 2016
		Carrying Value			Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	317,410	$	317,410	$	317,410	$	-	$	-
	Short-term investments		3,990		3,990		-		-		3,990
	Restricted cash		14,503		14,503		14,503		-		-
	Long-term investments and accrued interest		34,089		41,248		-		-		41,248
		$	369,992	$	377,151	$	331,913	$	-	$	45,238
Liabilities
	Term loans	$	999,730	$	1,042,648	$	-	$	-	$	1,042,648
	Ex-Im Bank guaranteed notes		671,717		711,185		-		-		711,185
	EETCs		26,081		31,294		-		-		31,294
	Convertible Notes		172,034		186,335		186,335		-		-
		$	1,869,562	$	1,971,462	$	186,335	$	-	$	1,785,127

		December 31, 2015
		Carrying Value			Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	425,950	$	425,950	$	425,950	$	-	$	-
	Short-term investments		5,098		5,098		-		-		5,098
	Restricted cash		12,981		12,981		12,981		-		-
	Long-term investments and accrued interest		37,604		45,867		-		-		45,867
		$	481,633	$	489,896	$	438,931	$	-	$	50,965
Liabilities
	Term loans	$	1,013,265	$	1,049,785	$	-	$	-	$	1,049,785
	Ex-Im Bank guaranteed notes		689,720		715,890		-		-		715,890
	EETCs		28,022		30,074		-		-		30,074
	Convertible Notes		170,300		185,325		185,325		-		-
		$	1,901,307	$	1,981,074	$	185,325	$	-	$	1,795,749

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

		March 31, 2016						December 31, 2015
			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		$	34,089	$	7,159	$	41,248	$	37,604	$	8,263	$	45,867
	Total	$	34,089	$	7,159	$	41,248	$	37,604	$	8,263	$	45,867

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Segment Reporting

3 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

Segment Reporting

10. Segment Reporting

Our business is organized into three operating segments based on our service offerings: ACMI, Charter and Dry Leasing. All segments are directly or indirectly engaged in the business of air transportation services but have different commercial and economic characteristics. Each operating segment is separately reviewed by our chief operating decision maker to assess operating results and make resource allocation decisions. We do not aggregate our operating segments and, therefore, our operating segments are our reportable segments.

We use an economic performance metric (“Direct Contribution”) that shows the profitability of each segment after allocation of direct operating and ownership costs. Direct Contribution represents Income before income taxes excluding the following: Special charges, Acquisition-related expenses, nonrecurring items, Losses (gains) on the disposal of aircraft, Losses on early extinguishment of debt, Gains on investments and Unallocated income and expenses, net. Direct operating and ownership costs include crew costs, maintenance, fuel, ground operations, sales costs, aircraft rent, interest expense on the portion of debt used for financing aircraft, interest income on debt securities and aircraft depreciation. Unallocated income and expenses, net include corporate overhead, nonaircraft depreciation, noncash expenses and income, interest expense on the portion of debt used for general corporate purposes, interest income on nondebt securities, capitalized interest, foreign exchange gains and losses, other revenue and other non-operating costs.

	For the Three Months Ended
	March 31, 2016		March 31, 2015
Operating Revenue:
ACMI	$	182,740	$	189,047
Charter		202,303		220,138
Dry Leasing		28,192		31,919
Other		5,380		3,741
Total Operating Revenue	$	418,615	$	444,845

Direct Contribution:
ACMI	$	24,739	$	39,902
Charter		20,776		30,460
Dry Leasing		10,408		15,525
Total Direct Contribution for Reportable Segments		55,923		85,887
Add back (subtract):
Unallocated income and expenses, net		(47,543)		(48,985)
Loss on early extinguishment of debt		(132)		-
Special charge		(6,631)		568
Acquisition-related expenses		(793)		-
Loss on disposal of aircraft		-		(1,209)
Income before income taxes		824		36,261
Add back (subtract):
Interest income		(1,604)		(4,488)
Interest expense		21,302		24,548
Capitalized interest		(357)		(26)
Loss on early extinguishment of debt		132		-
Other expense (income), net		(240)		675
Operating Income	$	20,057	$	56,970

We are exposed to a concentration of revenue from the U.S. Military Air Mobility Command (“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 $111.0 million for the three months endedMarch 31, 2016 and $90.1 million for the three months ended March 31, 2015. Accounts receivable from the AMC were $25.3 million and $26.3 million as of March 31, 2016 and December 31, 2015, respectively. We have not experienced any credit issues with either of these customers.

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Labor and Legal Proceedings

3 Months Ended

Mar. 31, 2016

Labor And Legal Proceedings [Abstract]

Legal Proceedings

11. Legal Proceedings

Matters Related to Alleged Pricing Practices

The Company and Old Polar were named defendants, along with a number of other cargo carriers, in several class actions in the United States arising from allegations aboutthe pricing practices of Old Polar and a number of air cargo carriers. These actions were all centralized in the United States District Court for the Eastern District of New York. Polar was later joined as an additional defendant. The consolidated complaint alleged, 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 sought treble damages and attorneys’ fees.

On January 7, 2016, the Company, Old Polar, and Polar entered into a settlement agreement to settle all claims by participating class members against the Company, Old Polar and Polar. The Company, Polar, and Old Polar deny any wrongdoing, and there is no admission of any wrongdoing in the settlement agreement. Pursuant to the settlement agreement, the Company, Old Polar and Polar have agreed to make installment payments over three years to settle the plaintiffs’ claims, with payments of $35.0 million paid on January 15, 2016, $35.0 million due on or before January 15, 2017, and $30.0 million due on or before January 15, 2018, resulting in an accrual of $65.0 million as of March 31, 2016. The United States District Court for the Eastern District of New York issued an order granting preliminary approval of the settlement on January 12, 2016. The settlement is still subject to final court approval.

In the United Kingdom, several groups of named claimants have brought suit against British Airways in connection with the same alleged pricing 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 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 March 2, 2015. On October 14, 2015, the U.K. Court of Appeal released decisions favorable to the defendant and contributory defendants on two matters under appeal. Permission has been sought to appeal the U.K Court of Appeal's decisions to the U.K. Supreme Court. In December 2015, certain claimants settled with British Airways removing a significant portion of the claim against British Airways and therefore reducing the potential contribution required by the other airlines, including Old Polar. On December 16, 2015, the European General Court released decisions annulling the European Commission’s decisions against the majority of the air cargo carriers. The European Commission may decide to reopen its investigation and/or appeal the General Court judgments; either of which would have a significant impact on the proceedings in the U.K. court. Future procedures, including the pretrial disclosure process, are undergoing court review.We are unable to reasonably predict the outcome of the litigation.

In the Netherlands, Stichting Cartel Compensation, successor in interest to claims of various shippers, has filed suit in the district court in Amsterdam against British Airways, KLM, Martinair, Air France, Lufthansa and Singapore Airlines seeking recovery for damages purportedly arising from the same pricing practices at issue in the proceedings described above. In response, British Airways, KLM, Martinair, Air France and Lufthansa filed third-party indemnification lawsuits against Old Polar and Polar seeking indemnification in the event the defendants are found to be liable in the main proceedings. Old Polar and Polar entered their initial court appearances on September 30, 2015. Like the U.K. proceedings, the Netherlands proceedings are likely to be affected and have been delayed by the European General Court decisions of December 16, 2015. We are unable to reasonably predict the outcome of the litigation.

If the Company, Old Polar or Polar were to incur an unfavorable outcome in connection with the UK or Netherlands proceedings, such outcome may have a material adverse impact on our business, financial condition, results of operations or cash flows. We are unable to reasonably estimate a range of possible loss for such matters at this time.

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 $5.5 million in aggregate based on March 31, 2016 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 $4.3 million as of March 31, 2016 and $3.8 million as of December 31, 2015, 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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Earnings Per Share

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share

12. Earnings Per Share

Basic earnings per share (“EPS”) represent net income 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 months ended March 31, 2016 were 3.0 million and for the three months ended March 31, 2015 were de minimis.

The calculations of basic and diluted EPS were as follows:

	For the Three Months Ended
	March 31, 2016		March 31, 2015
Numerator:
Net Income	$	471	$	29,232
Denominator:
Basic EPS weighted average shares outstanding		24,711		24,876
Effect of dilutive stock options and restricted stock		135		194
Diluted EPS weighted average shares outstanding		24,846		25,070
EPS:
Basic	$	0.02	$	1.18
Diluted	$	0.02	$	1.17

The calculation of EPS does not include restricted share units in which performance or market conditions were not satisfied of 0.5 million for the threemonths ended March 31, 2016 and 0.3 million for the threemonths ended March 31, 2015.

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2016

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income (Loss)

13. 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, 2014		$	(9,924)		$	352	$	(9,572)
	Reclassification to interest expense		650			-		650
	Translation adjustment		-			(58)		(58)
	Tax effect		(248)			-		(248)
Balance as of March 31, 2015		$	(9,522)	$		294	$	(9,228)
		Interest Rate			Foreign Currency
		Derivatives			Translation		Total
Balance as of December 31, 2015		$	(6,072)		$	9	$	(6,063)
	Reclassification to interest expense		454			-		454
	Tax effect		(176)			-		(176)
Balance as of March 31, 2016		$	(5,794)		$	9	$	(5,785)

Interest Rate Derivatives

As of March 31, 2016, there was $9.4million of unamortized net 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 $0.5 million and $0.7 million for the three months ended March 31, 2016 and 2015, respectively. Net realized losses expected to be reclassified into earnings within the next 12 months are $1.7 million as of March 31, 2016.

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Subsequent Events

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

SubsequentEventsTextBlock

14. Subsequent Events

In May 2016, we entered into agreements with Amazon.com, Inc. and its subsidiary, Amazon Fulfillment Services, Inc., (collectively, “Amazon”), which will include CMI operation of 20 Boeing 767-300 freighter aircraft for Amazon by Atlas, as well as Dry Leasing by Titan. The Dry Leases will have a term of ten years, while the CMI operations will be for seven years (with extension provisions for a total term of ten years). The first aircraft is expected to be placed in service in the second half of 2016 with the remainder expected to be placed in service throughout 2017 and 2018.

In conjunction with these agreements, we granted Amazon a warrant providing for the right to acquire up to 20% of our outstanding common shares, after giving effect to the issuance of shares pursuant to the warrants, at an exercise price of $37.50 per share. A portion of the warrant representing the right to purchase 3.75 million shares vested immediately upon issuance of the warrant and the remainder of the warrant representing the right to purchase 3.75 million shares will vest proportionately as the underlying Dry Leases and CMI operations for aircraft 11-20 commence. The warrant will be exercisable in accordance with its terms through 2021.

The agreements also provide incentives for future growth of the relationship as Amazon may increase its business with us. In that regard, we granted Amazon a warrant to acquire up to an additional 10% of our outstanding common shares, after giving effect to the issuance of shares pursuant to the warrants, for an exercise price of $37.50 per share. This warrant to purchase 3.75 million shares will vest in conjunction with payments by Amazon for additional business with us. The warrant will be exercisable in accordance with its terms through 2023.

We expect that the warrants will be presented as liabilities in our consolidated balance sheets and subject to fair value measurements during the periods that they are outstanding. We expect to amortize the value of the warrants as a reduction of revenue in proportion to the amount of revenue recognized.

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DHL Investment and Polar (Tables)

3 Months Ended

Mar. 31, 2016

DHL Investment And Polar Tables [Abstract]

Summary of Our Transactions with Polar

		For the Three Months Ended
Revenue and Expenses:		March 31, 2016		March 31, 2015
	Revenue from Polar	$	98,737	$	94,258
	Ground handling and airport fees paid to Polar	$	223	$	797
Accounts receivable/payable as of:		March 31, 2016		December 31, 2015
	Receivables from Polar	$	5,908	$	6,527
	Payables to Polar	$	2,281	$	4,660
Aggregate Carrying Value of Polar Investment as of:		March 31, 2016		December 31, 2015
	Aggregate Carrying Value of Polar Investment	$	4,870	$	4,870

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Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2016

Accrued Liabilities Tables [Abstract]

Accrued Liabilities

	March 31, 2016		December 31, 2015
Customer maintenance reserves	$	70,501	$	70,252
Maintenance		64,492		52,070
U.S. class action settlement		35,000		35,000
Salaries, wages and benefits		31,494		51,649
Aircraft fuel		25,214		12,983
Deferred revenue		10,659		12,702
Other		57,210		58,482
Accrued liabilities	$	294,570	$	293,138

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Debt (Tables)

3 Months Ended

Mar. 31, 2016

Debt Tables [Abstract]

Schedule of Notes

Liability component:
Gross proceeds	$	224,500
Less: debt discount, net of amortization		(47,810)
Less: debt issuance cost, net of amortization		(4,656)
Net carrying amount	$	172,034
Equity component (1)	$	52,903
(1) Included in Additional paid-in capital on the consolidated balance sheet as of March 31, 2016.

Summary of Interest Expense Recognized

		For the Three Months Ended
		March 31, 2016
Contractual interest coupon	$	1,263
Amortization of debt discount		1,567
Amortization of debt issuance costs		167
Total interest expense recognized	$	2,997

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Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2016

Financial Instruments Tables [Abstract]

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

		March 31, 2016
		Carrying Value			Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	317,410	$	317,410	$	317,410	$	-	$	-
	Short-term investments		3,990		3,990		-		-		3,990
	Restricted cash		14,503		14,503		14,503		-		-
	Long-term investments and accrued interest		34,089		41,248		-		-		41,248
		$	369,992	$	377,151	$	331,913	$	-	$	45,238
Liabilities
	Term loans	$	999,730	$	1,042,648	$	-	$	-	$	1,042,648
	Ex-Im Bank guaranteed notes		671,717		711,185		-		-		711,185
	EETCs		26,081		31,294		-		-		31,294
	Convertible Notes		172,034		186,335		186,335		-		-
		$	1,869,562	$	1,971,462	$	186,335	$	-	$	1,785,127

		December 31, 2015
		Carrying Value			Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	425,950	$	425,950	$	425,950	$	-	$	-
	Short-term investments		5,098		5,098		-		-		5,098
	Restricted cash		12,981		12,981		12,981		-		-
	Long-term investments and accrued interest		37,604		45,867		-		-		45,867
		$	481,633	$	489,896	$	438,931	$	-	$	50,965
Liabilities
	Term loans	$	1,013,265	$	1,049,785	$	-	$	-	$	1,049,785
	Ex-Im Bank guaranteed notes		689,720		715,890		-		-		715,890
	EETCs		28,022		30,074		-		-		30,074
	Convertible Notes		170,300		185,325		185,325		-		-
		$	1,901,307	$	1,981,074	$	185,325	$	-	$	1,795,749

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

		March 31, 2016						December 31, 2015
			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		$	34,089	$	7,159	$	41,248	$	37,604	$	8,263	$	45,867
	Total	$	34,089	$	7,159	$	41,248	$	37,604	$	8,263	$	45,867

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2016

Segment Reporting Tables [Abstract]

Operating Revenue and Direct Contribution For Our Reportable Business Segments

	For the Three Months Ended
	March 31, 2016		March 31, 2015
Operating Revenue:
ACMI	$	182,740	$	189,047
Charter		202,303		220,138
Dry Leasing		28,192		31,919
Other		5,380		3,741
Total Operating Revenue	$	418,615	$	444,845

Direct Contribution:
ACMI	$	24,739	$	39,902
Charter		20,776		30,460
Dry Leasing		10,408		15,525
Total Direct Contribution for Reportable Segments		55,923		85,887
Add back (subtract):
Unallocated income and expenses, net		(47,543)		(48,985)
Loss on early extinguishment of debt		(132)		-
Special charge		(6,631)		568
Acquisition-related expenses		(793)		-
Loss on disposal of aircraft		-		(1,209)
Income before income taxes		824		36,261
Add back (subtract):
Interest income		(1,604)		(4,488)
Interest expense		21,302		24,548
Capitalized interest		(357)		(26)
Loss on early extinguishment of debt		132		-
Other expense (income), net		(240)		675
Operating Income	$	20,057	$	56,970

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2016

Earnings Per Share Tables [Abstract]

Calculations of Basic and Diluted EPS

	For the Three Months Ended
	March 31, 2016		March 31, 2015
Numerator:
Net Income	$	471	$	29,232
Denominator:
Basic EPS weighted average shares outstanding		24,711		24,876
Effect of dilutive stock options and restricted stock		135		194
Diluted EPS weighted average shares outstanding		24,846		25,070
EPS:
Basic	$	0.02	$	1.18
Diluted	$	0.02	$	1.17

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2016

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, 2014		$	(9,924)		$	352	$	(9,572)
	Reclassification to interest expense		650			-		650
	Translation adjustment		-			(58)		(58)
	Tax effect		(248)			-		(248)
Balance as of March 31, 2015		$	(9,522)	$		294	$	(9,228)
		Interest Rate			Foreign Currency
		Derivatives			Translation		Total
Balance as of December 31, 2015		$	(6,072)		$	9	$	(6,063)
	Reclassification to interest expense		454			-		454
	Tax effect		(176)			-		(176)
Balance as of March 31, 2016		$	(5,794)		$	9	$	(5,785)

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Basis of Presentation (Detail)	Mar. 31, 2016
Basis Of Presentation Details [Abstract]
Equity interest in PACW	51.00%
Voting interest in PACW	75.00%

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Summary of Significant Account Policies (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Variable Interest Entities And Off Balance Sheet Arrangements Details [Abstract]
Ownership interest in GATS	50.00%
Investment in GATS	$ 20.8	$ 20.7
Payable to GATS	$ 2.5	$ 2.3

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DHL Investment and Polar Percentages (Detail)	Mar. 31, 2016
Dhl Investment And Polar Percentages [Abstract]
DHL equity interest in Polar	49.00%
DHL voting interest in Polar	25.00%

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DHL Investment and Polar Table (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
DHL Investment and Polar Table Details [Line Items]
Revenue from Polar	$ 98,737	$ 94,258
Ground handling and airport fees paid to Polar	223	$ 797
Receivables from Polar	5,908		$ 6,527
Payables to Polar	2,281		4,660
Aggregate carrying value of Polar investment	$ 4,870		$ 4,870

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Southern Air Holdings Acquisition $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Business Combinations [Abstract]
Name of entity entered into an Agreement and Plan of Merger	Southern Air Holdings, Inc.
Cash consideration, net of cash acquired	$ 107.5

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Special Charge (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Special Charge Details [Abstract]
Impairment loss recognized for held for sale assets	$ 6.5
Transfer to held for sale	6.1
Carrying value of asset held for sale	$ 10.7

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Intangible Assets, net Tables (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Intangible Assets Table Details [Abstract]
Intangible assets, net	$ 56,380	$ 58,483

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Accrued Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Accrued Liabilities Details [Abstract]
Customer maintenance reserves	$ 70,501	$ 70,252
Maintenance	64,492	52,070
Class action settlement	35,000	35,000
Salaries, wages and benefits	31,494	51,649
Aircraft fuel	25,214	12,983
Deferred revenue	10,659	12,702
Other	57,210	58,482
Accrued liabilities	$ 294,570	$ 293,138

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Debt Obligations Table (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Debt [Abstract]
Convertible Notes	$ 172,034
Less current portion of debt	157,701	$ 161,811
Long-term debt	$ 1,711,861	$ 1,739,496

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Debt Guaranteed Notes (Detail)	3 Months Ended
	Mar. 31, 2016
Debt Instrument [Line Items]
Issue Date	February 2016
Collateral Aircraft Tail Number	N642GT

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Debt (Narrative) (Details)	Mar. 31, 2016
Debt Instrument [Line Items]
Fixed Interest Rate	3.19%

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Debt Term Loan (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Term Loans [Line Items]
Issue Date	February 2016
Term Loan Face Value	$ 14.8
Collateral Aircraft Tail Number	N642GT
First 2016 Term Loan final payment	$ 3.8
Interest Rate Type	fixed
Term loan fixed interest rate	3.19%

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Financing Arrangements Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Long term debt type [Domain]
Debt Instrument [Line Items]
Convertible notes aggregate principal amount	$ 224,500
Debt instrument interest rate	2.25%
Remaining life of notes	6 years 5 months
Convertible notes aggregate principal amount	$ 224,500
Debt instrument interest rate	3.19%
Aggregate amount of EETCs refinanced interest rate	8.10%
GainsLossesOnExtinguishmentOfDebt	$ (132)	$ 0

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Financing Arrangements Schedule of Notes (Detail) $ in Thousands	Mar. 31, 2016 USD ($)
Convertible notes [Line Items]
Proceeds	$ 224,500
Less: debt discount, net of amortization	(47,810)
Less: debt issuance cost, net of amortization	(4,656)
Net carrying amount	172,034
Equity component	$ 52,903

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Financial Arrangements Summary of Interest Expense Recognized (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Schedule of Interest Expense on Convertible Notes [Abstract]
Contractual interest coupon	$ 1,263
Amortization of debt discount	1,567
Amortization of debt issuance costs	167
Total interest expense recognized	$ 2,997

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Debt Leveraged Lease Structure (Detail)	3 Months Ended
	Mar. 31, 2016
LeveragedLease [Line Items]
Issue Date	February 2016
Collateral Aircraft Tail Number	N642GT

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Income Taxes Tables (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Deferred
Total deferred expense (benefit)	$ 292	$ 7,029
Income tax expense (benefit)	353	7,029
Domestic and foreign earnings before income taxes
Income (loss) before income taxes	$ 824	$ 36,261
Reconciliation of differences between the U.S. federal statutory income tax rate and the effective income tax rates
Effective income tax rate	(42.80%)	19.40%

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Income Taxes Monetary (Detail) $ in Millions	Mar. 31, 2015 USD ($)
Income Tax Disclosure Narrative Details [Abstract]
ETI Benefit	$ 4.0

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Financial Instruments Fair Value Table (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
Assets
Cash and cash equivalents	$ 317,410	$ 425,950	$ 336,406	$ 298,601
Short-term investments	3,990	5,098
Restricted cash	14,503	12,981
Long-term investments and accrued interest	34,089	37,604
Liabilities
Convertible Notes	172,034
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	317,410	425,950
Short-term investments	3,990	5,098
Restricted cash	14,503	12,981
Long-term investments and accrued interest	34,089	37,604
Financial instruments assets	369,992	481,633
Liabilities
Term loans	999,730	1,013,265
Ex-Im Bank guaranteed notes	671,717	689,720
EETCs	26,081	28,022
Convertible Notes	172,034	170,300
Financial instruments liabilities	1,869,562	1,901,307
Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	317,410	425,950
Short-term investments	3,990	5,098
Restricted cash	14,503	12,981
Long-term investments and accrued interest	41,248	45,867
Financial instruments assets	377,151	489,896
Liabilities
Term loans	1,042,648	1,049,785
Ex-Im Bank guaranteed notes	711,185	715,890
EETCs	31,294	30,074
Convertible Notes	186,335	185,325
Financial instruments liabilities	1,971,462	1,981,074
Fair Value, Inputs, Level 1 [Member]
Assets
Cash and cash equivalents	317,410	425,950
Short-term investments	0	0
Restricted cash	14,503	12,981
Long-term investments and accrued interest	0	0
Financial instruments assets	331,913	438,931
Liabilities
Term loans	0	0
Ex-Im Bank guaranteed notes	0	0
EETCs	0	0
Convertible Notes	186,335	185,325
Financial instruments liabilities	186,335	185,325
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
Financial instruments assets	0	0
Liabilities
Term loans	0	0
Ex-Im Bank guaranteed notes	0	0
EETCs	0	0
Convertible Notes	0	0
Financial instruments liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Assets
Cash and cash equivalents	0	0
Short-term investments	3,990	5,098
Restricted cash	0	0
Long-term investments and accrued interest	41,248	45,867
Financial instruments assets	45,238	50,965
Liabilities
Term loans	1,042,648	1,049,785
Ex-Im Bank guaranteed notes	711,185	715,890
EETCs	31,294	30,074
Convertible Notes	0	0
Financial instruments liabilities	$ 1,785,127	$ 1,795,749

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Financial Instruments Contractual Maturity Table (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Debt securities
Due after one but within five years, carrying value	$ 34,089	$ 37,604
Due after five but within ten years, carrying value	0	0
Total, carrying value	34,089	37,604
Due after one but within five years, gross unrealized gain (loss)	7,159	8,263
Due after five but within ten years, gross unrealized gain (loss)	0	0
Total, gross unrealized gain (loss)	7,159	8,263
Due after one but within five years, fair value	41,248	45,867
Due after five but within ten years, fair value	0	0
Total, fair value	$ 41,248	$ 45,867

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Segment Reporting Detail Reclassification - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Direct Contribution [Abstract]
ACMI	$ 24,739	$ 39,902
Charter direct contribution	$ 20,776	$ 30,460

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Segment Reporting (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating Revenue
ACMI	$ 182,740	$ 189,047
Charter	202,303	220,138
Dry Leasing	28,192	31,919
Other	5,380	3,741
Total Operating Revenue	418,615	444,845
Direct Contribution
ACMI	24,739	39,902
Charter	20,776	30,460
Dry Leasing	10,408	15,525
Total Direct Contribution for Reportable Segments	55,923	85,887
Unallocated income and expenses, net	(47,543)	(48,985)
Loss on early extinguishement of debt	(132)	0
Special charge	(6,631)	568
Acquisition-related expenses	793	0
Loss (gain) on disposal of aircraft	0	(1,209)
Income (loss) before income taxes	824	36,261
Interest income	(1,604)	(4,488)
Interest expense	21,302	24,548
Capitalized interest	(357)	(26)
Loss on early extinguishment of debt	132	0
Other expense (income), net	(240)	675
Operating Income	$ 20,057	$ 56,970

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Segment Reporting Narrative (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Segment Reporting Narrative Details [Abstract]
AMC revenue	$ 111.0	$ 90.1
Accounts receivable from the AMC	$ 25.3		$ 26.3

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Legal Proceedings (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Labor And Legal Proceedings [Abstract]
Brazilian claims in the aggregate	$ 5.5
Amounts on deposit for Brazilian claims included in Deposits and other assets	4.3	$ 3.8
Legal settlement to be paid in 2016	35.0
Legal settlement to be paid in 2017	35.0
Legal settlement to be paid in 2018	30.0
Total legal settlement accrued	$ 65.0

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Stock Repurchase (Detail) $ in Millions	Mar. 31, 2016 USD ($)
Treasury Stock Details [Abstract]
Amount authorized for the repurchase of common stock	$ 100.0
Treasury Stock Repurchase Incremental Authorization	51.0
Cumulative Cost of Treasury Shares Repurchased	126.0
Treasury Stock Repurchase Remaining Authorization	$ 25.0

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Earnings Per Share Table (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Numerator:
Net Income (Loss) Attributable to Common Stockholders	$ 471	$ 29,232
Denominator:
Basic EPS weighted average shares outstanding	24,711	24,876
Effect of dilutive stock options and restricted stock	135	194
Diluted EPS weighted average shares outstanding	24,846	25,070
EPS:
Basic	$ 0.02	$ 1.18
Diluted	$ 0.02	$ 1.17

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Earnings Per Share Narrative (Detail) - shares shares in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Earnings Per Share Details [Abstract]
Antidilutive options	3.0	0.0
Restricted shares and units in which performance or market conditions were not satisfied	0.5	0.3

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Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	$ (6,063)
Reclassification to interest expense	(454)	$ (650)
Income tax benefit (expense)	176	248
Balance	(5,785)
Interest Rate Derivatives
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	(6,072)	(9,924)
Reclassification to interest expense	454	650
Translation adjustment	0	0
Income tax benefit (expense)	(176)	(248)
Balance	(5,794)	(9,522)
Foreign Currency Translation
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	9	352
Reclassification to interest expense	0	0
Translation adjustment	0	(58)
Income tax benefit (expense)	0	0
Balance	9	294
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	(6,063)	(9,572)
Reclassification to interest expense	454	650
Translation adjustment	0	(58)
Income tax benefit (expense)	(176)	(248)
Balance	$ (5,785)	$ (9,228)

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Accumulated Other Comprehensive Income (Loss) Narrative (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Accumulated Other Comprehensive Income Loss Narrative Details [Abstract]
Unamortized realized loss in Accumulated other comprehensive income (loss) related to forward-starting interest rate swaps	$ 9.4
Net realized losses reclassified into earnings	0.5	$ 0.7
Realized losses related to forward-starting interest rate swaps expected to be reclassified into earnings within the next 12 months	$ 1.7

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Subsequent Events Narrative (Detail) shares in Thousands	3 Months Ended
	Mar. 31, 2016 $ / shares shares
Subsequent Events [Abstract]
Subsequent event description	In May 2016, we entered into agreements with Amazon.com, Inc. and its subsidiary, Amazon Fulfillment Services, Inc., (collectively, “Amazon”), which will include CMI operation of 20 Boeing 767-300 freighter aircraft for Amazon by Atlas, as well as Dry Leasing by Titan. The Dry Leases will have a term of ten years, while the CMI operations will be for seven years (with extension provisions for a total term of ten years).
Right to acquire outstanding common shares	up to 20% of our outstanding common shares
Warrant exercise price | $ / shares	$ 37.5
Warrant for number of shares vested immediately	3,750
Warrant to buy number of shares vesting	3,750
Warrant vesting year	2021
Additional warrant to acquire outstanding shares	up to an additional 10% of our outstanding common shares
Additional warrant to buy number of shares vesting	3,750
Additional warrant exercise price | $ / shares	$ 37.5
Additional warrant vesting year	2023