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«PASSENGER SPRING 2015 28,245 FLIGHTS IN 2014 ANCHORAGE NEW YORK 106 MIAMI UNIQUE CUSTOMERS 432 AIRPORTS IN QUITO 123 COUNTRIES SÃO PAULO 884 ...»

-- [ Page 1 ] --

2014

ANNUAL REPORT

1,000,000 TH

PASSENGER SPRING 2015

28,245

FLIGHTS IN 2014 ANCHORAGE

NEW YORK

106

MIAMI

UNIQUE

CUSTOMERS

432 AIRPORTS IN QUITO 123 COUNTRIES SÃO PAULO 884 CHARTERS

COMPLETED

20 MODERN 747s IN ACMI, 18 CMI AIRCRAFT SPRING 2015 1,724 TOTAL EMPLOYEES INCLUDING NEARLY 1,000 CREWMEMBERS Atlas Air Worldwide Holdings, Inc. is the parent company of Atlas Air, Inc. (Atlas), Titan Aviation Holdings, Inc. (Titan), and the majority shareholder of Polar Air Cargo Worldwide, Inc.

(Polar). Our headquarters are in Purchase, New York, and we operate all over the world. We are the leading global provider of outsourced aircraft and aviation services for commercial and military customers, operating the world’s largest fleet of Boeing 747 Freighters, as well as Boeing 747 and 767 passenger aircraft and Boeing 767 Freighters.

AMSTERDAM

2014 ADJUSTED NET INCOME $93.5 MILLION 1,3 2014 NET INCOME $106.8 MILLION Financial and Operating Highlights For the Year Ended 12/31/13 % Change 12/31/14 ($ in millions, except per share) Operating revenues $1,656.9 8.6 $ 1,799.2 Net income attributable to common stockholders1,3 93.8 13.9 106.8 Fully Diluted EPS2,3 3.66 16.1 4.25

–  –  –

accrual for legal matters, ETI tax benefit, and loss (gain) on disposal of aircraft: $93.5 in 2014 and $96.8 in 2013.

Adjusted diluted EPS excluding special charge, loss on early extinguishment of debt, accrual for legal matters, ETI tax benefit, 2 and loss (gain) on disposal of aircraft: $3.72 in 2014; and $3.78 in 2013.

Adjusted net income attributable to common stockholders and adjusted diluted EPS are non-GAAP measures that exclude 3 certain items. See Page 40 of our 2014 Annual Report on Form 10-K, included with this Annual Report to Stockholders, for a reconciliation to the most directly comparable financial measures in accordance with GAAP.

Fleet Aircraft = Operating + Dry Lease + Out-of-Service Aircraft (2014: 46.9 + 10.0 + 1.0; 2013: 46.4 + 5.7 + 0.9).

4

–  –  –

The continued success of our business begins with our customers and the superior value-added services we provide. In 2014, we operated 28,245 flights to 432 airports in 123 countries, serving well over 100 unique customers.

Our vision is to be our customers’ most trusted partner.

–  –  –

6 Recognizing our leadership in assets and services, Atlas Air was named “ACMI/ Leasing Operator of the Year” for the second consecutive year in an industry

–  –  –

Reflecting our business investments and initiatives, our adjusted net income attributable to common stockholders in 2014 totaled $93.5 million, or $3.72 per diluted share. On a reported basis, net income attributable to common stockholders totaled $106.8 million, or $4.25 per diluted share.

–  –  –

Results also reflected an increase in heavy maintenance expense on our 747-400 aircraft and engines, which has positioned us to take advantage of market growth and business opportunities ahead.

We continued to generate substantial cash flow in 2014 and used a portion of that to repurchase a significant percentage of our common shares.

Excluding aircraft acquisitions, our free cash flow totaled $247.8 million, or $9.86 per share.1

–  –  –

Free Cash Flow and Free Cash Flow per Share are non-GAAP measures calculated as: (Cash Flow from 1 Operations – Base Capital Expenditures – Capitalized Interest)/Weighted Average Diluted Shares.

(Base Capital Expenditures excludes purchase of aircraft and engines.) 2014: $247.8 = 273.1 – 24.9 – 0.5; $9.86 = (273.1 – 24.9 – 0.5)/25.13

LEADING WITH OUR FLEET

April 2015

–  –  –

OUR JOURNEY CONTINUES

Atlas Air recently celebrated the 20th anniversary of its first flight. We have grown significantly since our first aircraft, and in 2014 we continued to leverage our market leadership and global presence. From a 747 freighter-only platform in 2009, today we are successfully serving both the cargo and passenger needs of major international airlines, express delivery providers, freight forwarders, the U.S. military, charter brokers and others across multiple aircraft types, including 767s and 777s. We have transformed our business model, diversified our business mix, and extended the scale and scope of our operations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

–  –  –

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Yes È No ‘ Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ‘ No È 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 at least the past 90 days. Yes È 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form l0-K or any amendment to this Form 10-K. ‘ Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer È 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 È The aggregate market value of the registrant’s Common Stock held by non-affiliates based upon the closing price of Common Stock as reported on The NASDAQ Global Select Market as of June 30, 2014 was approximately $793,381,495. In determining this figure, the registrant has assumed that all directors, executive officers and persons known to it to beneficially own ten percent or more of such Common Stock are affiliates. This assumption shall not be deemed conclusive for any other purpose. As of February 3, 2015, there were 24,807,718 shares of the registrant’s Common Stock outstanding.

–  –  –

This Annual Report on Form 10-K (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 Atlas Air Worldwide Holdings, Inc.

(“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 Item 1A, “Risk Factors.” 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.

PART I

–  –  –

1 Overview AAWW is a holding company with a principal wholly-owned operating subsidiary, Atlas Air, Inc. (“Atlas”).

It also maintains a 49% interest in Global Supply Systems Limited (“GSS”) and has a 51% economic interest and 75% voting interest in Polar Air Cargo Worldwide, Inc. (“Polar”). AAWW is also the parent company of several wholly-owned subsidiaries related to our dry leasing services (collectively referred to as “Titan”). When used in this Report, the terms “we,” “us,” “our,” and the “Company” refer to AAWW and all entities in our consolidated financial statements.

Ownership: 100% Ownership: 51% Ownership: 100% We are a leading global provider of outsourced aircraft and aviation operating services, operating the world’s largest fleet of 747 freighters, as well as operating 747 and 767 passenger aircraft and 767 freighters. We also own and dry lease a fleet of aircraft, including six 777 freighters. We provide unique value to our customers by giving them access to highly reliable new production freighters that deliver the lowest unit cost in the marketplace combined with outsourced aircraft operating services that we believe lead the industry in terms of quality and global scale. Our customers include airlines, express delivery providers, freight forwarders, the U.S.

military and charter brokers. We provide global services with operations in Africa, Asia, Australia, Europe, the Middle East, North America and South America.

Our primary service offerings include the following:

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

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

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

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

We believe that the scale, scope and quality of our outsourced services are unparalleled in our industry. The relative operating cost efficiency of our current 747-8F, 747-400F and 777-200LRF aircraft, including their superior fuel efficiency, range, capacity and loading capabilities, creates a compelling value proposition for our customers and positions us well in the markets we operate.

2 We are focused on the further enhancement of our market-leading ACMI position. All nine of our 747-8F aircraft are placed with ACMI customers and we are currently the only operator offering these aircraft to the ACMI market. We also hold rights to purchase an additional 13 747-8F aircraft, providing us with flexibility to further expand our fleet in response to market conditions. We believe that our current fleet, which also includes our 747-400F aircraft, represents one of the most efficient, reliable freighter fleets in the market. Our primary placement for these aircraft will continue to be long-term ACMI outsourcing contracts with high-credit-quality customers.

During 2014, we continued to expand our Dry Leasing business with the acquisition of three additional 777LRF aircraft. We currently have six of these aircraft Dry Leased to customers on a long-term basis. The addition of the 777 freighters further diversifies our business mix and enhances our predictable, long-term revenue and earnings streams.

AAWW was incorporated in Delaware in 2000. Our principal executive offices are located at 2000 Westchester Avenue, Purchase, New York 10577, and our telephone number is (914) 701-8000.

Operations Introduction. During the fourth quarter of 2014, we changed our operating and reportable segments, reflecting changes in our military business. We currently operate our service offerings through the following reportable segments: ACMI, Charter and Dry Leasing. Previously, our reportable segments were ACMI, AMC Charter, Commercial Charter and Dry Leasing. All reportable business segments are directly or indirectly engaged in the business of air transportation services but have different commercial and economic characteristics, which are separately reviewed by management. Additional information regarding our reportable segments can be found in Note 11 to our consolidated financial statements included in Item 8 of Part II of this Report (the “Financial Statements”).



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