8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________

Form 8-K

 _____________________

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2023

   _____________________

Air Transport Services Group, Inc.

(Exact name of registrant as specified in its charter)

  _____________________

DE	000-50368	26-1631624
(State or other jurisdiction of incorporation)	Commission File Number:	(IRS Employer Identification No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices, including zip code)

(937) 382-5591

(Registrant's telephone number, including area code)

 _____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ATSG	NASDAQ Stock Market LLC

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 24, 2023, Richard F. Corrado, the President and Chief Executive Officer, and Quint O. Turner, the Chief Financial Officer, of Air Transport Services Group, Inc. ("ATSG" or the "Company") gave a presentation at ATSG's Annual Meeting of Stockholders' for 2023 (the "2023 Annual Meeting") concerning the Company's financial results for 2022 and outlook for 2023. A copy of the presentation is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference..

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 24, 2023, the Board of Directors (the "Board") of ATSG, upon the recommendation of the Compensation Committee of the Board, amended the Company's Executive Incentive Compensation Plan ("EIC Plan") for the purpose of: (i) updating the positions held by each of the named executive officers; and (ii) specifically listing adjusted EBITDA as a performance measure.

The Company's executives, including the named executive officers, have the potential to earn incentive compensation under the EIC Plan. The purpose of the EIC Plan is to incentivize executive management to achieve short-term corporate goals. Under the EIC Plan, participants are eligible to receive a cash bonus utilizing a formula that establishes a bonus amount, expressed as a percentage of base salary, based upon the extent of achievement of performance measures that are prescribed under the EIC Plan. The performance measures selected, and the relevant weight given to each such performance measure, may vary by participant, provided that, unless otherwise determined by the Compensation Committee, bonuses will be based on at least two performance measures. The EIC Plan provides that one of the performance measures will be net income from continuing operations, while the other performance measures will consist of one or more of the following: revenue growth, return on capital, adjusted EBITDA, earnings per share, shipment growth, increase in stock price, return on assets, service or the achievement of strategic objectives.

Also, on May 24, 2023, the Compensation Committee of the Board approved the performance measures under the EIC Plan for fiscal year 2023.

Under the EIC Plan for 2023, the cash-incentive bonus opportunity for each participant for fiscal year 2023: (i) shall be based upon the position held and range from 4.8% to 150% of the participant's base salary earned during the year; and (ii) the threshold, target and maximum bonus potentials for the participants shall consist of the following:

Position	Threshold	Target	Maximum
Chief Executive Officer	10%	100%	150%
Chief Financial Officer Chief Operating Officer Chief Legal Officer Chief Strategy Officer Chief Commercial Officer Subsidiary President	6% 6% 6% 6% 6% 6%	60% 60% 60% 60% 60% 60%	100% 100% 100% 100% 100% 100%
Vice President Subsidiary Vice President	4.8% 4.8%	48% 48%	80% 80%

The Compensation Committee determines the performance measures, and the extent of the achievement thereof, for the Chief Executive Officer and the other executives, although the latter are determined in consultation with the Chief Executive Officer.

Richard F. Corrado, the President and Chief Executive Officer; Quint O. Turner, the Chief Financial Officer; Edward J. Koharik, III, the Chief Operating Officer; W. Joseph Payne, the Chief Legal Officer and Secretary; Michael L. Berger, the Chief Strategy Officer; and Paul Chase, the Chief Commercial Officer (collectively, the “named executive officers”), shall participate in the EIC Plan at the levels reflected in the table above for fiscal year 2023. With respect to the named executive officers: (i) 30% of their bonus opportunity will be based upon the level of achievement of net income from continuing operations targets established by the Committee; (ii) 30% of their bonus opportunity will be based upon the level of achievement of adjusted EBITDA targets established by the Committee; and (iii) 40% of their bonus opportunity will be based upon the level of achievement of strategic objectives approved by the Committee, it being understood that 10% of the bonus opportunity related to the level of achievement of strategic objectives will concern succession planning matters.

The foregoing description of the EIC Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the EIC Plan, a copy of which is enclosed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 24, 2023, the Company held its 2023 Annual Meeting. At the close of business on March 27, 2023, the voting record date, there were 71,451,610 shares of common stock outstanding and entitled to vote. At the 2023 Annual Meeting, 52,834,238, or 73.9%, of the outstanding shares of common stock entitled to vote were represented by proxy or in person. The voting results for each of the proposals are set forth below.

(i) Directors elected at the 2023 Annual Meeting for a one-year term to expire at the 2024 Annual Meeting of Stockholders:

Number of Votes Cast:

	For	Against	Abstain	Broker Non-Votes
Phyllis J. Campbell	46,709,287	809,531	1,419,813	3,895,607
Richard F. Corrado	46,306,833	1,249,460	1,382,338	3,895,607
Jeffrey A. Dominick	47,187,417	347,930	1,403,284	3,895,607
Joseph C. Hete	46,878,431	676,917	1,383,283	3,895,607
Raymond E. Johns, Jr.	46,773,108	762,036	1,403,487	3,895,607
Laura J. Peterson	46,710,208	825,988	1,402,435	3,895,607
Randy D. Rademacher	46,772,991	761,966	1,403,674	3,895,607
J. Christopher Teets	46,453,383	1,083,210	1,402,038	3,895,607
Jeffrey J. Vorholt	46,623,521	913,132	1,401,978	3,895,607
Paul S. Williams	43,539,361	3,975,702	1,423,568	3,895,607

(ii) Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2023:

Number of Votes Cast:

For	Against	Abstain
52,310,738	509,607	13,893

(iii) Approval, on an advisory basis, of the compensation of the Company's named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narratives in the Proxy Statement for the 2023 Annual Meeting:

Number of Votes Cast:

For	Against	Abstain	Broker Non-Votes
47,860,903	1,058,951	18,777	3,895,607

(iv) Approval, on an advisory basis, to hold future advisory votes on executive compensation every year, every two years, or every three years:

Number of Votes Cast:

Every Year	Every Two Years	Every Three Years	Abstain
44,989,320	17,530	3,899,625	32,156

In light of such vote, the Board has determined to submit to stockholders annually an advisory vote on the compensation of the Company’s named executive officers. The Board expects to reevaluate the frequency of such advisory vote following the next advisory vote on the frequency of future advisory votes on executive compensation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1*	Presentation from the Annual Stockholder's meeting for Air Transport Services Group, Inc. on May 24, 2023.
10.1*	Air Transport Services Group, Inc. Executive Incentive Compensation Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Furnished herewith.

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.

AIR TRANSPORT SERVICES GROUP, INC.
By:	/S/  W. JOSEPH PAYNE
	W. Joseph Payne
	Chief Legal Officer & Secretary
Date:	May 26, 2023

EX-10.1

Air Transport Services Group, Inc.

Executive Incentive Compensation Plan

Air Transport Services Group, Inc.

Executive Incentive Compensation Plan

1)Purpose

The purpose of this Plan is to achieve corporate goals by providing incentive compensation to eligible key executives who, through industry, ability, and exceptional service, contribute materially to the success of ATSG.

2)Definitions

When used in this Plan, the following words and phrases shall have the following meanings:

a)ATSG - Air Transport Services Group, Inc.

b)Attainment – The actual performance results for a Performance Measure.

c)Beneficiary – The beneficiary or beneficiaries designated to receive the amount, if any, payable under the Plan upon the death of the Participant.

d)Board – The Board of Directors of ATSG.

e)Compensation Committee – The Compensation Committee of the Board.

f)Maximum – The point that represents the maximum payout level for a particular Performance Measure.

g)Minimum – The point that represents the minimum payout level for a particular Performance Measure.

h)Participant – Any employee eligible to receive awards under section 4.

i)Performance Measure – A specific objective measure to assess success in achieving established goals. Permitted Performance Measures are listed in section 5.

j)Plan – The Executive Incentive Compensation Plan (EICP).

k)Plan Year – Each calendar year for which Performance Measures and Targets are established for the Company.

l)Retirement – When an employee leaves active service and qualifies under a regular or early retirement program of the Company or one of its subsidiaries in which the employee is a participant.

m)Target – The point at which performance equals 100% of the stated objective.

n)Threshold – The point below Target at which incentive payout for each Performance Measure begins.

3)Administration

a)The Compensation Committee will have the power to interpret the Plan and to make all determinations necessary or desirable for its administration.

b)The decision of the Compensation Committee on any question concerning the interpretation or administration of the Plan will be final and conclusive. Nothing in the Plan will be deemed to give any officer or employee, or legal representatives or assigns, any right to participate in the Plan except to such extent as the Compensation Committee may determine pursuant to the provisions of the Plan.

c)The Compensation Committee shall determine the extent of achievement of the Performance Measures for the Chief Executive Officer of ATSG. The Chief Executive Officer of ATSG, in consultation with the Compensation Committee, shall determine the extent of achievement of the Performance Measures for each of the other Participants.

4)Eligibility

a)    Positions eligible for the Plan are: Chief Executive Officer; Chief Financial Officer; Chief Operating Officer; Chief Legal Officer; Chief Strategy Officer; Chief Commercial Officer; Vice President; Subsidiary President; and Subsidiary Vice Presidents that have been elected as officers by the Board of Directors of the pertinent subsidiary.

b)    Except as provided below, Participants for a Plan Year must be employed for the entire Plan Year.

c)    With approval of the Compensation Committee, prior to June 30th of each Plan Year, additional employees may be included in the Plan, with any award pro-rated as shall be determined by the Compensation Committee.

d)    Participants who retire in good standing during the year will be eligible for a pro-rated award for the year in which they retire, provided that they are on the active payroll on June 30th or later of the Plan Year.

e)    Participants who take a leave of absence will have their awards calculated based on actual salary earnings in calculating awards. Participants who are on a leave of absence for more than 90 days and who continue to receive full or partial salary continuance will have their awards adjusted. Any salary paid while on a leave of absence period over 90 days will not be included in the base salary used to calculate awards.

5)Performance Measures

Unless otherwise determined by the Compensation Committee, bonuses will be based on at least two Performance Measures. One of the Performance Measures will be net income from continuing operations. The other Performance Measures will consist of one or more of the following: revenue growth, return on capital, adjusted EBITDA, earnings per share, shipment growth, increase in stock price, return on assets, service or personal goals. Further, with respect to those Participants that are employed by a Company subsidiary that has a substantive agreement with DHL, Amazon or another customer, one of their Performance Measures may be based on the level of performance under the service incentive associated with that agreement. The Compensation Committee will select the Performance Measures and Targets, and the relevant weight to be given among those selected, for the Chief Executive Officer of ATSG. The Chief Executive Officer of ATSG, in consultation with the Compensation Committee, will select the Performance Measures and Targets, and the relevant weight to be given among those selected, for each of the other Participants. The selection of the Performance Measures and Targets will be made as soon as reasonably practicable after the beginning of each Plan year, and such Performance Measures and Targets may not be changed thereafter.

6)Qualifiers on Performance Measures

a)The bonus percentage is applied to the Participant’s base salary paid in the Plan Year.

b)No bonus will be paid unless the Company achieves profitability.

c)To receive any award under the Plan, a Participant’s individual performance must be evaluated as at least competent.

7)Bonus Amounts

The bonus for each Participant shall be determined by multiplying the Participant’s base salary earned during the calendar year by the applicable bonus amount, expressed as a percentage of base salary, which bonus amount shall be based upon the extent of Attainment of the pertinent Performance Measures described Section 5 hereof. The Threshold, Target and Maximum bonus potentials for the Participants shall be determined by the Compensation Committee. For the achievement of Performance Measures between the Threshold, Target and Maximum percentages, the actual bonus amount will be interpolated.

8)Form of Payment

Awards shall be paid entirely in cash. Payments will be made as soon as practicable after audited performance results are known and approved by the Compensation Committee, which should be on or about March 1. Award checks will be prepared by the pertinent payroll department for each Participant and will be subject to tax withholding and 401(k) deductions. If a Participant dies before the end of the Plan Year, an amount equal to a pro-rated portion thereof as of the date of death shall be paid in one lump cash sum to the Participant’s Beneficiary.

9)Limitation on Allocation

Notwithstanding any other provision of the Plan, in no circumstances will the total amount allocated as an award to any individual Participant for any plan year exceed $1,000,000.00.

10)Designation of Beneficiaries

Each Participant shall file with the Company a written designation of one or more persons as the Beneficiary who shall be entitled to receive the amount, if any, payable under the Plan 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. The last such designation received shall be controlling, provided, however, that no designation, change or revocation thereof, shall be effective unless received by the Company prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.

11)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 the law, the Participant shall be deemed to have designated the Participant’s estate as the Participant’s Beneficiary and the Participant’s estate shall receive the payment of the amount, if any, under the Plan, upon the Participant’s death. If the Compensation Committee is in doubt as to the right of any person to receive such amount, the Compensation Committee may direct the retention of such amount, without liability for any interest thereon, until the rights thereto are determined, or the Compensation Committee may direct the payment of such amount to any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Plan and of ATSG therefore.

12)No Liability of Compensation Committee, Board Members, or Officers

No members of the Compensation Committee, the Board or corporate officers shall be personally liable by reason of any contract or other instrument executed by them or on their behalf nor for any mistake or judgment made in good faith, and ATSG shall indemnify and hold harmless each member of the Board and each other officer, employee or director of ATSG to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the

approval of the Compensation Committee) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.

13)Right to Amend, Suspend or Terminate Plan

The Board reserves the right at any time to amend, suspend or terminate the Plan in whole or in part and for any or no reason and without the consent of any Participant or Beneficiary; provided that no such amendment shall adversely affect rights to receive any amount to which Participants or Beneficiaries have become entitled prior to such amendment. Unless otherwise provided herein, any amendment, modification, suspension or termination of any provisions of the Plan may be made retroactively.

14)No Rights to Continue Employment or Bonus

Nothing contained in the Plan shall give any employee the right to be retained in the employment of ATSG or affect the right of ATSG to dismiss any employee. The adoption of the Plan shall not constitute a contract between ATSG and any employee. No Participant shall receive any right to be granted an award hereunder nor shall any such award be considered as compensation under any employee benefit plan of ATSG, except as otherwise determined by ATSG.

15)No Right, Title or Interest in Assets

The Participants shall have no right, title or interest whatsoever in or to any investments which ATSG may make to aid in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a fiduciary relationship between ATSG and any Participant or any other person. To the extent that any person acquires a right to receive payments from ATSG under this Plan, such right shall be no greater than the right of an unsecured general creditor of ATSG.

16)Unfunded Plan; Governing Law

The Plan is intended to constitute an incentive compensation arrangement for a select group of management or highly compensated personnel and all rights thereunder shall be governed by and construed in accordance with the laws of the State of Ohio.

Last Reviewed: May 24, 2023

Last Modified: May 24, 2023

EX-99.1

Slide l 1 ANNUAL STOCKHOLDERS MEETING MAY 24, 2023 11:00 A.M. VIRTUAL ATSG

Slide l 2 JOE HETE CHAIRMAN ATSG BOARD OF DIRECTORS

Slide l 3 PRINCIPAL BUSINESS OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS 1. The election of the ten (10) director nominees named in proxy statement 2. To consider and vote on an advisory proposal to ratify the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm for 2023 3. To consider and hold an advisory vote on the compensation paid to the Company’s named executive officers for 2022 4. To consider and hold an advisory vote concerning whether to hold future advisory votes on executive compensation every year, every two years, or every three years

Slide l 4 RICH CORRADO PRESIDENT & CHIEF EXECUTIVE OFFICER ATSG

Slide l 5 ATSG BOARD OF DIRECTORS JEFFREY A. DOMINICK RANDY D. RADEMACHER JOSEPH C. HETE PHYLLIS J. CAMPBELL RAYMOND E. JOHNS, JR. RICHARD F. CORRADO LAURA J. PETERSON J. CHRISTOPHER TEETS JEFFREY J. VORHOLT PAUL S. WILLIAMS

Slide l 6 JOE PAYNE CHIEF LEGAL OFFICER ATSG

Slide l 7 PRINCIPAL BUSINESS OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS 1. The election of the ten (10) director nominees named in proxy statement 2. To consider and vote on an advisory proposal to ratify the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm for 2023 3. To consider and hold an advisory vote on the compensation paid to the Company’s named executive officers for 2022 4. To consider and hold an advisory vote concerning whether to hold future advisory votes on executive compensation every year, every two years, or every three years

Slide l 8 AIR TRANSPORT SERVICES GROUP SAFE HARBOR STATEMENT Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause Air Transport Services Group, Inc.'s ("ATSG's") actual results to differ materially from those indicated by such forward-looking statements. Such factors include, but are not limited to: (i) unplanned changes in the market demand for our assets and services, including the loss of customers or a reduction in the level of services we perform for customers; (ii) our operating airlines' ability to maintain on-time service and control costs; (iii) the cost and timing with respect to which we are able to purchase and modify aircraft to a cargo configuration; (iv) fluctuations in ATSG's traded share price and in interest rates, which may result in mark-to-market charges on certain financial instruments; (v) the number, timing, and scheduled routes of our aircraft deployments to customers; (vi) our ability to remain in compliance with key agreements with customers, lenders and government agencies; (vii) the impact of current supply chain constraints both within and outside the United States, which may be more severe or persist longer than we currently expect; (viii) the impact of a competitive labor market, which could restrict our ability to fill key positions; (ix) changes in general economic and/or industry-specific conditions, including inflation; (x) the impact of geographical events or health epidemics such as the COVID-19 pandemic. and (xi) other factors that are contained from time to time in ATSG's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers should carefully review this presentation and should not place undue reliance on ATSG's forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this presentation. Except as may be required by applicable law, ATSG undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. This presentation also refers to non-GAAP financial measures from continuing operations, including adjusted earnings, adjusted earnings per share, adjusted pretax earnings, adjusted EBITDA, adjusted EBITDA by reportable segment and adjusted free cash flow. Management believes these metrics are useful to investors in assessing ATSG's financial position and results. These non-GAAP measures are not meant to be a substitute for ATSG’s GAAP financials. We advise you to refer to the reconciliations to GAAP measures, which are included in the company’s 8-K and accompanying earnings release furnished and dated 02/23/2023.

Slide l 9 2022 HIGHLIGHTS *Non-GAAP measure, please see the company’s 8K and accompanying earnings release for GAAP reconciliation furnished and dated February 23, 2023 ** Non-GAAP measure, please see enclosed GAAP reconciliation Customer Revenues $2.0 billion, up 18% over 2021 Adjusted EPS* of $2.28 vs. $1.61 in 2021, up 42% 2022 Adjusted EBITDA* $641 million, up 18% vs $541 million 2021 Consistently strong Operating Cash Flow of $472 million and Adjusted Free Cash Flow** of $285 million Feedstock secured for 2023 deliveries of twenty converted freighters GAAP EPS (basic) from Continuing Operations $2.67 9

Slide l 10 QUINT TURNER CHIEF FINANCIAL OFFICER ATSG

Slide l 11 2022 FINANCIALS $128 $156 $174 $263 2019 2020 2021 2022 * Non-GAAP measure, please see enclosed GAAP reconciliation $1,452 $1,571 $1,734 $2,045 2019 2020 2021 2022 $452 $497 $541 $641 2019 2020 2021 2022 - ANNUAL FINANCIALS ($ in millions) ADJUSTED EBITDA*ADJUSTED PRE-TAX EARNINGS *REVENUE

Slide l 12 -ANNUAL ADJUSTED EBITDA BY REPORTABLE SEGMENT ($ in millions) $282 $307 $368 $426 $154 $192 $170 $209 $16 $2 $3 $6 2019 2020 2021 2022 CAM ACMI Svcs* All Other** * ACMI 2020 and 2021 excludes the benefit of $47M and $112M respectively from government grants ** Results of non-reportable business segments and reconciling items; See appendix for non-GAAP reconciliation

Slide l 13 SUSTAINING CAPITAL EXPENDITURES Cost of planned airframe maintenance, engine overhauls, technology, and other property and equipment. GROWTH CAPITAL EXPENDITURES Cost of aircraft acquisitions and freighter modifications. $322 $309 $327 $346 $412 $183 $179 $172 $179 $187 DEC 2021 MAR 2022 JUN 2022 SEP 2022 DEC 2022 TOTAL CAPITAL EXPENDITURES $505 $408 $499 $525 $599 TTM ENDING Projected 2023 total capital spend of $850M - $260M for Sustaining and $590M for growth Fourteen 767-300s and six A321s to be leased in 2023 Twenty-two aircraft in conversion on Dec. 31, 2022 -TRAILING TWELVE MONTH TREND CAPITAL EXPENDITURES ($ in millions)

Slide l 14 $400 $406 $355 $373 $285 $183 $179 $172 $179 $187 DEC 2021 MAR 2022 JUN 2022 SEP 2022 DEC 2022 OPERATING CASH FLOWS (GAAP) $583 $585 $527 $552 $472 TTM ENDING SUSTAINING CAPITAL EXPENDITURES ADJUSTED FREE CASH FLOW (NON-GAAP) **Adjusted Free Cash Flow is a Non-GAAP measure and equals Operating Cash Flow less Sustaining Capital Expenditures ATSG received $83M in non repayable COVID PSP grants during the first half of 2021, not in 2022 Q4 2022 spike in DoD receivables and lower customer prepayments temporarily reducing adjusted free cash flow Stable sustaining capital expenditures Adjusted Free Cash Flow for Capex and Stock Repurchases -TRAILING TWELVE MONTH TREND ADJUSTED FREE CASH FLOW** ($ in millions)

Slide l 15 -SUPPORTS GROWTH CAPITAL STRUCTURE $388M of unused capacity under senior revolver facility as of 3/31/202 Accommodates share repurchases; two million shares repurchased in 4Q 2022; one million shares repurchased in 1Q 2023 31-Dec Mar 31 2022 2023 Senior Secured Revolver $620 $700 Unsecured Notes Convertible Notes 259 259 Unsecured Notes Payable 580 580 Total Debt Maturity Values $1,459 $1,539 Leverage Ratio Bank Agreement 2.22X 2.43X Revolver is SOFR based, Debt-to EBITDA variable rate 5.765%, expires Oct 2027 Unsecured Notes, fixed coupon rate of 4.75%, due Feb 2028 Convertible Notes, fixed coupon rate of 1.125%, due Sept 2024 ($ in thousands)

Slide l 16 OVERVIEW 2022 revenue and earnings gains fueled by six more dry leases of Boeing aircraft plus one re- lease and four lease extensions ACMI customers assigned seven more 767 freighters to be operated by ATSG cargo airlines Feedstock aircraft secured for the twenty freighters to lease in 2023 Awarded and completed a strong schedule of passenger airline mission for government customers Agreements to extend and expand ATSG’s longstanding commercial relationship with DHL with six-year extension of agreement and three additional 767-300 freighter leases 2022

Slide l 17 2022 SUSTAINABILITY REPORT Operational improvements from 2021 to 2022 resulted in a relative reduction in jet fuel usage by 19.9 million gallons and CO2 emissions by 191,000 tons. This carbon footprint reduction is in addition to fuel-efficiency improvements the company will realize from its ongoing fleet modernization. Support for charitable causes exceeded $850,000 during 2022, an increase of more than 65 % over the prior year. The company began offering four weeks of paid parental leave to all eligible employees, regardless of gender, upon the birth, adoption, or foster placement of a child. The new benefit became effective in April 2023. HIGHLIGHTS 17 ATSG formed a Management Sustainability Committee to further integrate ESG matters into the strategy and operations of the company.

Slide l 18 INVESTMENTS & RETURNS CAM scheduled to lease twenty newly converted freighters (14-767s, 6-A321-200s) in 2023 to generate double-digit returns on invested capital; $70+M of annualized freighter lease revenue in 2024 and beyond 767 conversion vendor pace improving; expect eight freighter deliveries in 1H 2023, twelve in 2H 2023 Resolving regulatory reviews by International authorities for A321-200 dry lease deliveries Given strong global midsize freighter demand and scarce feedstock, a/c on hand will complete 2023 deliveries and several 2024 deliveries ATSG has flexibility to redirect some 2024 and beyond capex to debt reduction, buy back shares FLEET

Slide l 19 OUTLOOK Adjusted EBITDA for 2023 to be $610 - $620 million Full year 2023 Adjusted EPS to be $1.55 - $1.70 2023 capital spending $850 million, including $260 million in sustaining capex and $590 million for growth ATSG remains midsize freighter market leader, with superior customer service record and strong balance sheet 2023

Slide l 20 RESULTS OF BALLOTING

Slide l 21 STOCKHOLDER Q & A

Slide l 22 CLOSING REMARKS THANK YOU FOR JOINING US TODAY!

Slide l 23 APPENDIX

Slide l 24 -ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION NON-GAAP RECONCILIATION ($ in millions) 4Q2019 4Q2020 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 GAAP Pre-Tax Earnings (Loss) from Cont Ops 72$ 41$ 301$ 311$ 276$ 260$ 260$ Add impairment of aircraft and related assets -$ 39$ -$ -$ -$ -$ -$ Add transaction fees 1$ -$ -$ -$ -$ -$ -$ Add customer incentive amortization 17$ 21$ 23$ 23$ 23$ 23$ 23$ Less government grants recognized -$ (47)$ (112)$ (84)$ (45)$ (15)$ -$ Add non-service components of retiree benefit 9$ (12)$ (18)$ (19)$ (20)$ (20)$ (20)$ Less debt issuance costs -$ -$ 7$ 7$ -$ -$ -$ Less net (gain) loss on financial instruments 12$ 101$ (30)$ (23)$ 7$ (2)$ (9)$ Add loss from non-consolidated affiliates 17$ 13$ 3$ 3$ 7$ 7$ 8$ Add hangar foam incident -$ -$ -$ -$ -$ 1$ 1$ Adjusted Pre-Tax Earnings from Continuing Ops (non-GAAP) 128$ 156$ 174$ 218$ 248$ 254$ 263$ Interest Expense 67$ 63$ 59$ 56$ 50$ 48$ 47$ Depreciation and Amortization 257$ 278$ 308$ 319$ 325$ 331$ 331$ Adjusted EBITDA (non-GAAP) 452$ 497$ 541$ 593$ 623$ 633$ 641$ Trailing twelve months ended

Slide l 25 -SEGMENT ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION NON-GAAP RECONCILIATION ($ in millions) CAM ACMI Svcs All Other Total CAM ACMI Svcs All Other Total CAM ACMI Svcs All Other Total CAM ACMI Svcs All Other Total Segment Earnings (GAAP) 69 32 (29) 72 77 114 (150) 41 106 159 36 301 143 95 22 260 38 25 4 67 39 21 3 63 38 18 3 59 31 14 2 47 - - - - - (47) - (47) - (112) - (112) - - - - 158 97 3 258 172 102 4 278 204 102 2 308 232 97 2 331 17 0 - 17 19 2 - 21 20 3 - 23 20 3 - 23 - - 17 17 - - 13 13 - - 3 3 - - 8 8 - - 12 12 - - 101 101 - - (30) (30) - - (9) (9) - - - - - - - - - - 7 7 - - - - - - 0 0 - - - - - - - - - - - - - - 9 9 - - (12) (12) - - (18) (18) - - (20) (20) Add: impairment of aircraft and related assets - - - - - - 39 39 - - - - - - - - Add: net charges for hangar foam incident - - - - - - - - - - - - - 0 1 1 Adjusted EBITDA (Non-GAAP) 282 154 16 452 307 192 (2) 497 368 170 3 541 426 209 6 641 Add: net interest expense Remove: Government grants Add: Depreciation & amortization Add: lease incentive amortization Add: charges for non-consolidated affiliates Add: net loss (gain) on financial instruments Add: debt issuance cocsts Add: transaction fees Add: other non-service components of retiree benefit costs, net 2019 2020 2021 2022

XML

Cover Cover	May 24, 2023
Cover [Abstract]
Amendment Flag	false
Document Type	8-K
Document Period End Date	May 24, 2023
Entity Registrant Name	Air Transport Services Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50368
Entity Tax Identification Number	26-1631624
Entity Address, Address Line One	145 Hunter Drive
Entity Address, City or Town	Wilmington
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45177
City Area Code	937
Local Phone Number	382-5591
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ATSG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000894081