Atlas Air Worldwide (AAWW) 10-Q 3 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 28, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Document period end date	Mar. 31, 2017
Amendment flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017
Current fiscal year end date	--12-31
Entity central index key	1,135,185
Entity filer category	Large Accelerated Filer
Entity registrant name	ATLAS AIR WORLDWIDE HOLDINGS INC
Entity trading symbol	AAWW
Entity common stock shares outstanding		25,262,899
Entity well known seasoned issuer	Yes
Entity voluntary filers	No
Entity current reporting status	Yes

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 109,100	$ 123,890
Short-term investments	5,242	4,313
Restricted cash	9,836	14,360
Accounts receivable, net of allowance	157,953	166,486
Prepaid maintenance	6,284	4,418
Prepaid expenses and other current assets	47,796	44,603
Total current assets	336,211	358,070
Property and Equipment
Flight equipment	3,993,853	3,886,714
Ground equipment	70,567	68,688
Less: accumulated depreciation	(602,420)	(568,946)
Flight equipment modifications in progress	242,013	154,226
Property and equipment, net	3,704,013	3,540,682
Other Assets
Long-term investments and accrued interest	26,699	27,951
Deferred costs and other assets	229,437	204,647
Intangible assets, net and goodwill	113,496	116,029
Total Assets	4,409,856	4,247,379
Current Liabilities
Accounts payable	54,610	59,543
Accrued liabilities	394,885	320,887
Current portion of long-term debt and capital lease	176,208	184,748
Total current liabilities	625,703	565,178
Other Liabilities
Long-term debt and capital lease	1,804,175	1,666,663
Deferred taxes	297,675	298,165
Financial instruments and other liabilities	170,679	200,035
Total other liabilities	2,272,529	2,164,863
Commitments and contingencies
Stockholders’ Equity
Preferred stock	0	0
Common stock	300	296
Additional paid-in-capital	661,290	657,082
Treasury stock, at cost	(192,549)	(183,119)
Accumulated other comprehensive loss	(4,737)	(4,993)
Retained earnings	1,047,320	1,048,072
Total stockholders’ equity	1,511,624	1,517,338
Total Liabilities and Equity	$ 4,409,856	$ 4,247,379

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 1,644	$ 997
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	100,000,000	100,000,000
Common stock shares issued	30,052,095	29,633,605
Common stock shares outstanding	25,258,361	25,017,242
Treasury stock shares	4,793,734	4,616,363

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Operating Revenue	$ 475,394	$ 418,615
Operating Expenses
Salaries, wages and benefits	104,087	93,845
Aircraft fuel	82,432	63,220
Maintenance, materials and repairs	72,816	57,024
Depreciation and amortization	37,894	35,005
Aircraft rent	36,073	37,037
Travel	32,359	30,323
Passenger and ground handling services	25,123	20,879
Navigation fees, landing fees and other rent	18,535	21,974
Gain on disposal of aircraft	(54)	0
Special charge	0	6,631
Transaction-related expenses	915	793
Other	41,178	31,827
Total Operating Expenses	451,358	398,558
Operating Income	24,036	20,057
Non-operating Expenses (Income)
Interest income	(1,256)	(1,604)
Interest expense	21,524	21,302
Capitalized interest	(1,780)	(357)
Loss on early extinguishment of debt	0	132
Unrealized loss on financial instruments	5,213	0
Other income	(253)	(240)
Total Non-operating Expenses (Income)	23,448	19,233
Income from continuing operations before income taxes	588	824
Income tax expense	553	353
Income from continuing operations, net of taxes	35	471
Loss from discontinued operations, net of taxes	(787)	0
Net Income (Loss)	$ (752)	$ 471
Earnings per share from continuing operations:
Basic	$ 0	$ 0.02
Diluted	0	0.02
Loss per share from discontinued operations:
Basic	(0.03)	0
Diluted	(0.03)	0
Earnings (loss) per share:
Basic	(0.03)	0.02
Diluted	$ (0.03)	$ 0.02
Weighted average shares:
Basic	25,162	24,711
Diluted	25,744	24,846

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement Of Income And Comprehensive Income [Abstract]
Net Income (Loss)	$ (752)	$ 471
Interest rate derivatives:
Reclassification to interest expense	418	454
Income tax expense	(162)	(176)
Other comprehensive income	256	278
Comprehensive Income (Loss)	$ (496)	$ 749

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Activities:
Income from continuing operations, net of taxes	$ 35	$ 471
Less: Loss from discontinued operations, net of taxes	(787)	0
Net Income (Loss)	(752)	471
Adjustments to reconcile Net Income (Loss) to net cash provided by operating activities:
Depreciation and amortization	43,217	39,817
Accretion of debt securities discount	(307)	(332)
Provision for allowance for doubtful accounts	435	221
Special charge, net of cash payments	0	6,631
Loss on early extinguishment of debt	0	132
Unrealized loss on financial instruments	5,213	0
Gain on disposal of aircraft	(54)	0
Deferred taxes	418	292
Stock-based compensation expense	4,212	5,455
Changes in:
Accounts receivable	8,134	29,871
Prepaid expenses, current assets and other assets	(30,336)	(10,575)
Accounts payable and accrued liabilities	(11,526)	(52,544)
Net cash provided by operating activities	18,654	19,439
Investing Activities:
Capital expenditures	(21,673)	(10,682)
Payments for flight equipment and modifications	(118,897)	(84,230)
Proceeds from investments	631	4,955
Proceeds from disposal of aircraft	137	0
Net cash used for investing activities	(139,802)	(89,957)
Financing Activities:
Proceeds from revolving credit facility	150,000	0
Proceeds from debt issuance	0	14,790
Customer maintenance reserves and deposits received	14,837	3,547
Customer maintenance reserves paid	(6,384)	0
Purchase of treasury stock	(9,430)	(4,112)
Excess tax benefit from stock-based compensation expense	0	158
Payment of debt issuance costs	(90)	(217)
Payments of debt	(47,099)	(50,666)
Net cash provided by (used for) financing activities	101,834	(36,500)
Net decrease in cash, cash equivalents and restricted cash	(19,314)	(107,018)
Cash, cash equivalents and restricted cash at the beginning of period	138,250	438,931
Cash, cash equivalents and restricted cash at the end of period	118,936	331,913
Noncash Investing and Financing Activities:
Acquisition of flight equipment included in Accounts payable and accrued liabilities	48,015	12,059
Acquisition of flight equipment under capital lease	$ 32,380	$ 0

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Retained Earnings
Balance at Dec. 31, 2015	$ 1,454,183	$ 290	$ (171,844)	$ 625,244	$ (6,063)	$ 1,006,556
Net Income (Loss)	471	0	0	0	0	471
Other comprehensive income	278	0	0	0	278	0
Stock-based compensation	5,455	0	0	5,455	0	0
Purchase of shares of treasury stock	(4,112)	0	(4,112)	0	0	0
Issuance of shares of restricted stock	0	3	0	(3)	0	0
Tax expense on restricted stock and stock options	(545)	0	0	(545)	0	0
Balance at Mar. 31, 2016	1,455,730	293	(175,956)	630,151	(5,785)	1,007,027
Balance at Dec. 31, 2016	1,517,338	296	(183,119)	657,082	(4,993)	1,048,072
Net Income (Loss)	(752)	0	0	0	0	(752)
Other comprehensive income	256	0	0	0	256	0
Stock-based compensation	4,212	0	0	4,212	0	0
Purchase of shares of treasury stock	(9,430)	0	(9,430)	0	0	0
Issuance of shares of restricted stock	0	4	0	(4)	0	0
Balance at Mar. 31, 2017	$ 1,511,624	$ 300	$ (192,549)	$ 661,290	$ (4,737)	$ 1,047,320

Consolidated Statements of Sto8

Consolidated Statements of Stockholders' Equity (Parentheticals) (Unaudited) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement Of Stockholders Equity [Abstract]
Purchase of shares of treasury stock	177,371	112,029
Issuance of shares of restricted stock	418,490	287,466

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
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 Atlas Air, Inc. (“Atlas”) and Southern Air Holdings, Inc. (“Southern Air”). 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”). 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, 2016, which includes additional disclosures and a summary of our significant accounting policies. The December 31, 2016 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, 2017, the results of operations for the three months ended March 31, 2017 and 2016, comprehensive income (loss) for the three months ended March 31, 2017 and 2016, cash flows for the three months ended March 31, 2017 and 2016, and shareholders’ equity as of and for the three months ended March 31, 2017 and 2016. 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Heavy Maintenance Except for engines used on our 747-8F aircraft, we account for heavy maintenance costs for airframes and engines used in our ACMI and Charter segments using the direct expense method. Under this method, heavy maintenance costs are charged to expense upon induction, based on our best estimate of the costs. We account for heavy maintenance costs for airframes and engines used in our Dry Leasing segment and engines used on our 747-8F aircraft using the deferral method. Under this method, we defer the expense recognition of scheduled heavy maintenance events, which are amortized over the estimated period until the next scheduled heavy maintenance event is required. Amortization of deferred maintenance expense included in Depreciation and amortization was $0.8 million and zero for the three months ended March 31, 2017 and March 31, 2016, respectively. Deferred maintenance included within Deferred costs and other assets is as follows: Deferred Maintenance Balance as of December 31, 2016 $ 19,100 Deferred maintenance costs 23,151 Amortization of deferred maintenance (813 ) Balance as of March 31, 2017 $ 41,438 Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: March 31, 2017 December 31, 2016 Cash and cash equivalents $ 109,100 $ 123,890 Restricted Cash 9,836 14,360 Total Cash, cash equivalents and restricted cash shown in consolidated statements of cash flows $ 118,936 $ 138,250 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. We adopted this amended guidance on January 1, 2017 on a prospective basis. As a result, we recognized $1.5 million of excess tax benefits during the first quarter of 2017 as a reduction of income tax expense in our consolidated statements of operations. Excess tax benefits were previously recognized within equity. Additionally, our consolidated statements of cash flows present such excess tax benefits, which were previously presented as a financing activity, as an operating activity. 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, certain amendments were made to conform with changes made to lessee accounting and amended revenue recognition guidance. The new guidance will continue to classify leases 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, with early adoption permitted. While we are still assessing the impact the amended guidance will have on our financial statements, we expect that recognizing the right-of-use asset and related lease liability will impact our balance sheet materially. We have developed and are implementing a plan for adopting this amended guidance. In May 2014, the FASB amended its accounting guidance for revenue recognition. Subsequently, the FASB has issued several clarifications and updates. 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. We will adopt this guidance on its required effective date of January 1, 2018. While we are still assessing the methods of adoption and impact the amended guidance will have on our financial statements, we expect that an immaterial amount of revenue currently recognized based on flight departure will likely be recognized over time as the services are performed. In addition, we expect that revenue related to contracted minimum block hour guarantees under certain ACMI and CMI contracts will likely be recognized in later periods under the amended guidance. We have developed a plan for adopting this amended guidance and our efforts are progressing as expected.

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [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, 2017 March 31, 2016 Revenue from Polar $ 102,228 $ 98,737 Ground handling and airport fees to Polar 466 223 Accounts receivable/payable as of: March 31, 2017 December 31, 2016 Receivables from Polar $ 11,405 $ 8,161 Payables to Polar 941 2,019 Aggregate Carrying Value of Polar Investment as of: March 31, 2017 December 31, 2016 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 and we have not consolidated GATS because we are not the primary beneficiary as we do not exercise financial control. As of March 31, 2017 and December 31, 2016, our investment in GATS was $21.9 million and $22.2 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 $0.6 million as of March 31, 2017 and $2.4 million as of December 31, 2016.

Southern Air Acquisition

Southern Air Acquisition	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Southern Air Acquisition	4. Southern Air Acquisition On April 7, 2016, we completed the acquisition of Southern Air and its subsidiaries, including Southern Air Inc. and Florida West International Airways, Inc. (“Florida West”). The acquisition of Southern Air provided us with immediate entry into 777 and 737 aircraft operating platforms, with the potential for developing additional business with existing and new customers. We believe this augments our ability to offer the broadest array of aircraft and operating services for domestic, regional and international applications. For the three months ended March 31, 2017, we incurred Transaction-related expenses of $0.9 million, primarily related to professional fees and integration costs associated with the acquisition. The unaudited estimated pro forma operating revenue for AAWW, including Southern Air for the three months ended March 31, 2016 was $444.1 million if the acquisition had taken place on January 1, 2015. This information includes adjustments to conform with our accounting policies. The earnings of Southern Air were not material for the three months ended March 31, 2016 and, accordingly, pro forma and actual earnings information have not been presented. As part of integrating Southern Air, management decided and committed to pursue a plan to sell Florida West. As a result, the financial results for Florida West were presented as a discontinued operation and the assets and liabilities of Florida West were classified as held for sale, since the date of acquisition through December 31, 2016. In February 2017, management determined that a sale was no longer likely to occur and committed to a plan to wind-down the Florida West operations. The wind-down of operations was completed during the first quarter of 2017. A summary of our employee termination benefit liabilities, which are expected to be paid by the first quarter of 2018, is as follows: Employee Termination Benefits Liability as of December 31, 2016 $ 1,214 Wind-down expenses 369 Cash payments (910 ) Liability as of March 31, 2017 $ 673

Special Charge

Special Charge	3 Months Ended
	Mar. 31, 2017
Aircraft And Aircraft Engines Held For Sale [Abstract]
Special Charge	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. All four of those engines were traded in during 2016. During the fourth quarter of 2016, we classified two CF6-80 engines as held for sale and one of those engines was traded in during the first quarter of 2017. The carrying value of one CF6-80 engine held for sale at March 31, 2017 was $1.4 million and two CF6-80 engines held for sale at December 31, 2016 was $2.8 million, which were included within Prepaid expenses and other current assets in the consolidated balance sheets. The remaining CF6-80 engine classified as held for sale is expected to be sold during 2017.

Amazon

Amazon	3 Months Ended
	Mar. 31, 2017
Warrants And Rights Note Disclosure [Abstract]
Amazon	6. Amazon In May 2016, we entered into certain agreements with Amazon.com, Inc. and its subsidiary, Amazon Fulfillment Services, Inc., (collectively “Amazon”), which involves, among other things, 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 from the commencement of each lease, while the CMI operations will be for seven years from the commencement of each agreement (with an option for Amazon to extend the term to a total of ten years). The first two aircraft were placed in service during the third quarter of 2016 and the first quarter of 2017. The third and fourth aircraft were placed in service in May 2017 with the remainder expected to be placed in service by the end of 2018. In conjunction with these agreements, we granted Amazon a warrant providing 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 in increments of 375,000 as the lease and operation of each of the 11 th th 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. The $92.9 million fair value of the vested portion of the warrant issued to Amazon as of May 4, 2016 was recorded as a warrant liability within Financial instruments and other liabilities (the “Amazon Warrant”). The initial fair value of the warrant was recognized as a customer incentive asset within Deferred costs and other assets, net and is being amortized as a reduction of revenue in proportion to the amount of revenue recognized over the terms of the Dry Leases and CMI agreements. We amortized $0.4 million of the customer incentive asset for the three months ended March 31, 2017. The balance of the customer incentive asset, net of amortization, was $91.9 million as of March 31, 2017 and $92.4 million as of December 31, 2016. The Amazon Warrant liability is marked-to-market at the end of each reporting period with changes in fair value recorded in Unrealized loss on financial instruments. We utilize a Monte Carlo simulation approach to estimate the fair value of the Amazon Warrant which requires inputs such as our common stock price, the warrant strike price, estimated common stock price volatility and risk-free interest rate, among others. We recognized a net unrealized loss of $5.2 million on the Amazon Warrant during the three months ended March 31, 2017. The fair value of the Amazon Warrant liability was $101.0 million as of March 31, 2017 and $95.8 million as of December 31, 2016.

Accrued Liabilities

Accrued Liabilities	3 Months Ended
	Mar. 31, 2017
Accrued Liabilities Current And Noncurrent [Abstract]
Accrued Liabilities	7. Accrued Liabilities Accrued liabilities consisted of the following as of: March 31, 2017 December 31, 2016 Maintenance $ 141,666 $ 54,495 Customer maintenance reserves 77,443 81,830 Salaries, wages and benefits 35,192 55,063 U.S. class action settlement 30,000 35,000 Deferred revenue 15,602 10,298 Aircraft fuel 13,754 16,149 Other 81,228 68,052 Accrued liabilities $ 394,885 $ 320,887

Debt

Debt	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Debt	8. Debt Capital Lease In March 2017, we amended and extended a lease for a 747-400 freighter aircraft to June 2032 at a lower monthly lease payment. As a result of the extension, we determined that the lease qualifies as a capital lease. The present value of the future minimum lease payments was $32.4 million. 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, 2017, the remaining life of the Convertible Notes is 5.2 years and consisted of the following: March 31, 2017 Liability component: Gross proceeds $ 224,500 Less: debt discount, net of amortization (41,285 ) Less: debt issuance cost, net of amortization (3,973 ) Net carrying amount $ 179,242 Equity component (1) $ 52,903 (1) Included in Additional paid-in capital on the consolidated balance sheet as of March 31, 2017. The following table presents the amount of interest expense recognized related to the Convertible Notes: For the Three Months Ended March 31, 2017 March 31, 2016 Contractual interest coupon $ 1,263 $ 1,263 Amortization of debt discount 1,671 1,567 Amortization of debt issuance costs 173 167 Total interest expense recognized $ 3,107 $ 2,997 Revolving Credit Facility In December 2016, we entered into a three-year $150.0 million secured revolving credit facility (the “Revolver”) for general corporate purposes, including financing the acquisition and conversion of 767 aircraft prior to obtaining permanent financing for the converted aircraft. As of March 31, 2017, the outstanding balance on the Revolver, included in Long-term debt and capital lease was $150.0 million at an interest rate of 3.23%.

Commitments

Commitments	3 Months Ended
	Mar. 31, 2017
Commitments And Contingencies Disclosure [Abstract]
Commitments	9. Commitments Equipment Purchase Commitments As of March 31, 2017, our estimated payments remaining for flight equipment purchase commitments are $211.8 million, of which $143.1 million are expected to be made during 2017.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	10. Income Taxes Our effective income tax rates were 94.0% and 42.8% for the three months ended March 31, 2017 and 2016, respectively. The effective income tax rate for the three months ended March 31, 2017 differed from the U.S. statutory rate primarily due to nondeductible changes in the value of the Amazon Warrant liability (see Note 6 to our Financial Statements), partially offset by the impact of the 2017 adoption of the amended accounting guidance for share-based compensation which requires that excess tax benefits associated with share-based compensation be recognized within income tax expense in our consolidated statement of operations. 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 rates for both periods were impacted by our assertion to indefinitely reinvest the net earnings of foreign subsidiaries outside the U.S. For interim accounting purposes, we recognize income taxes using an estimated annual effective tax rate.

Financial Instruments

Financial Instruments	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Financial Instruments	11. 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”), the Revolver 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 fair value of the Amazon Warrant is based on a Monte Carlo simulation which requires inputs such as our common stock price, the warrant strike price, estimated common stock price volatility, and risk-free interest rate, among others. The following table summarizes the carrying value, estimated fair value and classification of our financial instruments as of: March 31, 2017 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 109,100 $ 109,100 $ 109,100 $ - $ - Short-term investments 5,242 5,242 - - 5,242 Restricted cash 9,836 9,836 9,836 - - Long-term investments and accrued interest 26,699 31,289 - - 31,289 $ 150,877 $ 155,467 $ 118,936 $ - $ 36,531 Liabilities Term loans $ 1,002,964 $ 1,045,756 $ - $ - $ 1,045,756 Ex-Im Bank guaranteed notes 598,339 612,567 - - 612,567 Revolver 150,000 147,912 - - 147,912 Convertible Notes 179,242 233,480 233,480 - - Amazon Warrant 100,988 100,988 - 100,988 - EETC 17,958 20,239 - - 20,239 $ 2,049,491 $ 2,160,942 $ 233,480 $ 100,988 $ 1,826,474 December 31, 2016 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 123,890 $ 123,890 $ 123,890 $ - $ - Short-term investments 4,313 4,313 - - 4,313 Restricted cash 14,360 14,360 14,360 - - Long-term investments and accrued interest 27,951 33,161 - - 33,161 $ 170,514 $ 175,724 $ 138,250 $ - $ 37,474 Liabilities Term loans $ 1,037,077 $ 1,083,832 $ - $ - $ 1,083,832 Ex-Im Bank guaranteed notes 616,892 632,977 - - 632,977 Convertible Notes 177,398 228,429 228,429 - - Amazon Warrant 95,775 95,775 - 95,775 - EETC 20,044 22,935 - - 22,935 $ 1,947,186 $ 2,063,948 $ 228,429 $ 95,775 $ 1,739,744 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, 2017 December 31, 2016 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 $ 26,699 $ 4,590 $ 31,289 $ 27,951 $ 5,210 $ 33,161 Total $ 26,699 $ 4,590 $ 31,289 $ 27,951 $ 5,210 $ 33,161

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Segment Reporting	12. 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 from continuing operations before income taxes excluding the following: Special charges, Transaction-related expenses, nonrecurring items, Losses (gains) on the disposal of aircraft, Losses on early extinguishment of debt, Unrealized losses (gains) on financial instruments, 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. The following table sets forth Operating Revenue and Direct Contribution for our reportable segments reconciled to Operating Income and Income from continuing operations before income taxes: For the Three Months Ended March 31, 2017 March 31, 2016 Operating Revenue: ACMI $ 200,694 $ 182,740 Charter 243,898 202,303 Dry Leasing 26,757 28,192 Customer incentive asset amortization (445 ) - Other 4,490 5,380 Total Operating Revenue $ 475,394 $ 418,615 Direct Contribution: ACMI $ 35,963 $ 24,739 Charter 17,186 20,776 Dry Leasing 9,723 10,408 Total Direct Contribution for Reportable Segments 62,872 55,923 Unallocated income and expenses, net (56,210 ) (47,543 ) Loss on early extinguishment of debt - (132 ) Unrealized loss on financial instruments (5,213 ) - Special charge - (6,631 ) Transaction-related expenses (915 ) (793 ) Gain on disposal of aircraft 54 - Income from continuing operations before income taxes 588 824 Add back (subtract): Interest income (1,256 ) (1,604 ) Interest expense 21,524 21,302 Capitalized interest (1,780 ) (357 ) Loss on early extinguishment of debt - 132 Unrealized loss on financial instruments 5,213 - Other income (253 ) (240 ) Operating Income $ 24,036 $ 20,057 Given the nature of our business and international flying, geographic information for revenue, long-lived assets and total assets is not presented because it is impracticable to do so. We are exposed to a concentration of revenue from the U.S. Military Air Mobility Command (the “AMC”), Polar and DHL (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 $131.9 million for the three months ended March 31, 2017 and $111.0 million for the three months ended March 31, 2016. Accounts receivable from the AMC were $24.2 million and $9.0 million as of March 31, 2017 and December 31, 2016, respectively. Revenue from DHL was $54.9 million for the three months ended March 31, 2017 and $23.6 million for the three months ended March 31, 2016. Accounts receivable from DHL were $10.6 million and $29.1 million as of March 31, 2017 and December 31, 2016, respectively. We have not experienced any credit issues with any of these customers.

Labor and Legal Proceedings

Labor and Legal Proceedings	3 Months Ended
	Mar. 31, 2017
Labor And Legal Proceedings [Abstract]
Labor and Legal Proceedings	13. Labor and Legal Proceedings Labor Pilots of Atlas and Southern Air, and flight dispatchers of Atlas and Polar are represented by the International Brotherhood of Teamsters (the “IBT”). We have a five-year collective bargaining agreement (“CBA”) with our Atlas pilots, which became amendable in September 2016 and a four-year CBA with the Southern Air pilots, which became amendable in November 2016. We also have a five-year CBA with our Atlas and Polar dispatchers, which was extended in April 2017 for an additional four years, making the CBA amendable in November 2021. After we completed the acquisition of Southern Air in April 2016, we informed the IBT of our intention to pursue (and we have been pursuing) a complete operational merger of Atlas and Southern Air. Pursuant to the merger provisions in both the Atlas and Southern Air CBAs, joint negotiations for a single CBA for Atlas and Southern Air should commence promptly. Further to this process, once a seniority list is presented to us by the unions, it triggers an agreed-upon time frame to negotiate a new joint CBA with any unresolved issues submitted to binding arbitration. After the merger process began, the IBT filed an application for mediation with the National Mediation Board (“NMB”) on behalf of the Atlas pilots, and subsequently the IBT filed a similar application on behalf of Southern Air pilots. We have opposed both mediation applications as they are not in accordance with the merger provisions in the parties’ existing CBAs. The Atlas and Southern Air CBAs have a defined and streamlined process for negotiating a joint CBA when a merger occurs, as in the case with the Atlas and Southern Air merger. The NMB conducted a pre-mediation investigation on the Atlas application in June 2016, which is currently pending (along with Southern Air’s application). Due to a lack of meaningful progress in such discussions, in February 2017, we filed a lawsuit against the IBT to compel arbitration on the issue of whether the merger provisions in Atlas and Southern Air's CBAs apply to the bargaining process. While this lawsuit is pending in the Southern District Court of New York, the Company and the IBT continue to have ongoing discussions about the bargaining process. We are subject to risks of work interruption or stoppage as permitted by the Railway Labor Act of 1926 (the “Railway Labor Act”) and may incur additional administrative expenses associated with union representation of our employees. Matters Related to Alleged Pricing Practices The Company and Polar Air Cargo, LLC (“Old Polar”), a consolidated subsidiary, were named defendants, along with a number of other cargo carriers, in several class actions in the U.S. arising from allegations about the pricing practices of Old Polar and a number of air cargo carriers. These actions were all centralized in the U.S. 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 U.S., 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 in January 2016 and 2017, and $30.0 million due on or before January 15, 2018. The U.S. District Court for the Eastern District of New York issued an order granting preliminary approval of the settlement on January 12, 2016. On October 6, 2016, the final judgment was issued and the settlement was approved. 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 was sought to appeal the U.K. Court of Appeal's decisions to the U.K. Supreme Court. Permission was denied. 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 decisions that the European Commission made against the majority of the air cargo carriers. The European Commission did not appeal the General Court decision but has, in early 2017, reissued a revised decision to which Old Polar is, again, not an addressee. On April 13, 2017, Old Polar and claimants represented by Hausfeld & Co. LLP (the “Hausfeld Claimants”) entered into a bilateral settlement agreement in relation to the English proceedings (the “Settlement Agreement”). The Settlement Agreement contains a mechanism by which the Hausfeld Claimants will release Old Polar and remove from the English proceedings all claims for damages alleged by the Hausfeld Claimants to be attributable to air cargo purchases from Old Polar (and each of Old Polar’s parents, subsidiaries, affiliates, predecessors, successors, agents and assignees). The amount of the settlement, which is tax deductible and was previously accrued for, does not have a material adverse impact on the Company’s financial condition, results of operations or cash flows. 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. Various procedural issues are undergoing court review. Like the U.K. proceedings, the Netherlands proceedings are likely to be affected by the European Commission’s response to 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 this proceeding, 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 this matter 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 $9.7 million in aggregate based on March 31, 2017 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 $5.2 million as of March 31, 2017 and $5.0 million as of December 31, 2016, 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. Accruals As of March 31, 2017, the Company had accruals of $36.2 million related to the U.S. class action settlement that was recognized in 2015 and for pending litigation outside of the U.S that was recognized in 2016. 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.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Earnings Per Share	14. Earnings Per Share Basic earnings per share (“EPS”) represents income (loss) divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represents income (loss) 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, 2017 and 2016 were 3.0 million. The calculations of basic and diluted EPS were as follows: For the Three Months Ended Numerator: March 31, 2017 March 31, 2016 Income from continuing operations, net of taxes $ 35 $ 471 Denominator: Basic EPS weighted average shares outstanding 25,162 24,711 Effect of dilutive stock options and restricted stock 582 135 Diluted EPS weighted average shares outstanding 25,744 24,846 Earnings per share from continuing operations: Basic $ 0.00 $ 0.02 Diluted $ 0.00 $ 0.02 Loss per share from discontinued operations: Basic $ (0.03 ) $ - Diluted $ (0.03 ) $ - Earnings (loss) per share: Basic $ (0.03 ) $ 0.02 Diluted $ (0.03 ) $ 0.02 The calculation of EPS does not include restricted share units and warrants in which performance or market conditions were not satisfied of 7.6 million for the three months ended March 31, 2017 and 0.5 million for the three months ended March 31, 2016.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income (Loss)	3 Months Ended
	Mar. 31, 2017
Accumulated Other Comprehensive Income Loss [Abstract]
Accumulated Other Comprehensive Income (Loss)	15. Accumulated Other Comprehensive Income (Loss) The following table summarizes the components of Accumulated other comprehensive income (loss): Interest Rate Foreign 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 ) Balance as of December 31, 2016 $ (5,002 ) $ 9 $ (4,993 ) Reclassification to interest expense 418 - 418 Tax effect (162 ) - (162 ) Balance as of March 31, 2017 $ (4,746 ) $ 9 $ (4,737 ) Interest Rate Derivatives As of March 31, 2017, there was $7.7 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 $0.4 million and $0.5 million for the three months ended March 31, 2017 and 2016, respectively. Net realized losses expected to be reclassified into earnings within the next 12 months are $1.6 million as of March 31, 2017.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events In April 2017, we borrowed $20.1 million related to the conversion of a 767-300 freighter aircraft under a ninety-one month term loan (the “First 2017 Term Loan”). The First 2017 Term Loan, which is secured by a mortgage against the aircraft, contains customary covenants and events of default and accrues interest at a fixed rate of 3.02%, with principal and interest payable monthly. In April 2017, we borrowed $21.3 million related to the conversion of a 767-300 freighter aircraft under a ninety-one month term loan (the “Second 2017 Term Loan”). The Second 2017 Term Loan, which is secured by a mortgage against the aircraft, contains customary covenants and events of default and accrues interest at a fixed rate of 3.16%, with principal and interest payable monthly.

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Heavy Maintenance Policy	Heavy Maintenance Except for engines used on our 747-8F aircraft, we account for heavy maintenance costs for airframes and engines used in our ACMI and Charter segments using the direct expense method. Under this method, heavy maintenance costs are charged to expense upon induction, based on our best estimate of the costs. We account for heavy maintenance costs for airframes and engines used in our Dry Leasing segment and engines used on our 747-8F aircraft using the deferral method. Under this method, we defer the expense recognition of scheduled heavy maintenance events, which are amortized over the estimated period until the next scheduled heavy maintenance event is required. Amortization of deferred maintenance expense included in Depreciation and amortization was $0.8 million and zero for the three months ended March 31, 2017 and March 31, 2016, respectively. Deferred maintenance included within Deferred costs and other assets is as follows: Deferred Maintenance Balance as of December 31, 2016 $ 19,100 Deferred maintenance costs 23,151 Amortization of deferred maintenance (813 ) Balance as of March 31, 2017 $ 41,438
Supplemental Cash Flow Information	Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: March 31, 2017 December 31, 2016 Cash and cash equivalents $ 109,100 $ 123,890 Restricted Cash 9,836 14,360 Total Cash, cash equivalents and restricted cash shown in consolidated statements of cash flows $ 118,936 $ 138,250
Recent Accounting Pronouncements	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. We adopted this amended guidance on January 1, 2017 on a prospective basis. As a result, we recognized $1.5 million of excess tax benefits during the first quarter of 2017 as a reduction of income tax expense in our consolidated statements of operations. Excess tax benefits were previously recognized within equity. Additionally, our consolidated statements of cash flows present such excess tax benefits, which were previously presented as a financing activity, as an operating activity. 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, certain amendments were made to conform with changes made to lessee accounting and amended revenue recognition guidance. The new guidance will continue to classify leases 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, with early adoption permitted. While we are still assessing the impact the amended guidance will have on our financial statements, we expect that recognizing the right-of-use asset and related lease liability will impact our balance sheet materially. We have developed and are implementing a plan for adopting this amended guidance. In May 2014, the FASB amended its accounting guidance for revenue recognition. Subsequently, the FASB has issued several clarifications and updates. 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. We will adopt this guidance on its required effective date of January 1, 2018. While we are still assessing the methods of adoption and impact the amended guidance will have on our financial statements, we expect that an immaterial amount of revenue currently recognized based on flight departure will likely be recognized over time as the services are performed. In addition, we expect that revenue related to contracted minimum block hour guarantees under certain ACMI and CMI contracts will likely be recognized in later periods under the amended guidance. We have developed a plan for adopting this amended guidance and our efforts are progressing as expected.

Summary of Significant Accoun26

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Summary Of Significant Accounting Policies Tables [Abstract]
Schedule of Deferred Maintenance	Deferred maintenance included within Deferred costs and other assets is as follows: Deferred Maintenance Balance as of December 31, 2016 $ 19,100 Deferred maintenance costs 23,151 Amortization of deferred maintenance (813 ) Balance as of March 31, 2017 $ 41,438
Reconciliation of Cash, Cash Equivalents and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: March 31, 2017 December 31, 2016 Cash and cash equivalents $ 109,100 $ 123,890 Restricted Cash 9,836 14,360 Total Cash, cash equivalents and restricted cash shown in consolidated statements of cash flows $ 118,936 $ 138,250

Related Parties (Tables)

Related Parties (Tables)	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Summary of Transactions with Polar	The following table summarizes our transactions with Polar: For the Three Months Ended Revenue and Expenses: March 31, 2017 March 31, 2016 Revenue from Polar $ 102,228 $ 98,737 Ground handling and airport fees to Polar 466 223 Accounts receivable/payable as of: March 31, 2017 December 31, 2016 Receivables from Polar $ 11,405 $ 8,161 Payables to Polar 941 2,019 Aggregate Carrying Value of Polar Investment as of: March 31, 2017 December 31, 2016 Aggregate Carrying Value of Polar Investment $ 4,870 $ 4,870

Southern Air Acquisition (Table

Southern Air Acquisition (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Summary of Employee Termination Benefit Liabilities	A summary of our employee termination benefit liabilities, which are expected to be paid by the first quarter of 2018, is as follows: Employee Termination Benefits Liability as of December 31, 2016 $ 1,214 Wind-down expenses 369 Cash payments (910 ) Liability as of March 31, 2017 $ 673

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2017
Accrued Liabilities Current And Noncurrent [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following as of: March 31, 2017 December 31, 2016 Maintenance $ 141,666 $ 54,495 Customer maintenance reserves 77,443 81,830 Salaries, wages and benefits 35,192 55,063 U.S. class action settlement 30,000 35,000 Deferred revenue 15,602 10,298 Aircraft fuel 13,754 16,149 Other 81,228 68,052 Accrued liabilities $ 394,885 $ 320,887

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Tables [Abstract]
Schedule of Notes	March 31, 2017 Liability component: Gross proceeds $ 224,500 Less: debt discount, net of amortization (41,285 ) Less: debt issuance cost, net of amortization (3,973 ) Net carrying amount $ 179,242 Equity component (1) $ 52,903
Summary of Interest Expense Recognized	For the Three Months Ended March 31, 2017 March 31, 2016 Contractual interest coupon $ 1,263 $ 1,263 Amortization of debt discount 1,671 1,567 Amortization of debt issuance costs 173 167 Total interest expense recognized $ 3,107 $ 2,997

Financial Instruments (Tables)

Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Summary of Carrying Value, Estimated Fair Value and Classification of Financial Instruments	The following table summarizes the carrying value, estimated fair value and classification of our financial instruments as of: March 31, 2017 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 109,100 $ 109,100 $ 109,100 $ - $ - Short-term investments 5,242 5,242 - - 5,242 Restricted cash 9,836 9,836 9,836 - - Long-term investments and accrued interest 26,699 31,289 - - 31,289 $ 150,877 $ 155,467 $ 118,936 $ - $ 36,531 Liabilities Term loans $ 1,002,964 $ 1,045,756 $ - $ - $ 1,045,756 Ex-Im Bank guaranteed notes 598,339 612,567 - - 612,567 Revolver 150,000 147,912 - - 147,912 Convertible Notes 179,242 233,480 233,480 - - Amazon Warrant 100,988 100,988 - 100,988 - EETC 17,958 20,239 - - 20,239 $ 2,049,491 $ 2,160,942 $ 233,480 $ 100,988 $ 1,826,474 December 31, 2016 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 123,890 $ 123,890 $ 123,890 $ - $ - Short-term investments 4,313 4,313 - - 4,313 Restricted cash 14,360 14,360 14,360 - - Long-term investments and accrued interest 27,951 33,161 - - 33,161 $ 170,514 $ 175,724 $ 138,250 $ - $ 37,474 Liabilities Term loans $ 1,037,077 $ 1,083,832 $ - $ - $ 1,083,832 Ex-Im Bank guaranteed notes 616,892 632,977 - - 632,977 Convertible Notes 177,398 228,429 228,429 - - Amazon Warrant 95,775 95,775 - 95,775 - EETC 20,044 22,935 - - 22,935 $ 1,947,186 $ 2,063,948 $ 228,429 $ 95,775 $ 1,739,744
Summary of Carrying Value, Gross Unrealized Gain (Loss) and Fair Value of Long-Term Investments and Accrued Interest by Contractual Maturity	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, 2017 December 31, 2016 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 $ 26,699 $ 4,590 $ 31,289 $ 27,951 $ 5,210 $ 33,161 Total $ 26,699 $ 4,590 $ 31,289 $ 27,951 $ 5,210 $ 33,161

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting Tables [Abstract]
Operating Revenue and Direct Contribution For Our Reportable Business Segments	The following table sets forth Operating Revenue and Direct Contribution for our reportable segments reconciled to Operating Income and Income from continuing operations before income taxes: For the Three Months Ended March 31, 2017 March 31, 2016 Operating Revenue: ACMI $ 200,694 $ 182,740 Charter 243,898 202,303 Dry Leasing 26,757 28,192 Customer incentive asset amortization (445 ) - Other 4,490 5,380 Total Operating Revenue $ 475,394 $ 418,615 Direct Contribution: ACMI $ 35,963 $ 24,739 Charter 17,186 20,776 Dry Leasing 9,723 10,408 Total Direct Contribution for Reportable Segments 62,872 55,923 Unallocated income and expenses, net (56,210 ) (47,543 ) Loss on early extinguishment of debt - (132 ) Unrealized loss on financial instruments (5,213 ) - Special charge - (6,631 ) Transaction-related expenses (915 ) (793 ) Gain on disposal of aircraft 54 - Income from continuing operations before income taxes 588 824 Add back (subtract): Interest income (1,256 ) (1,604 ) Interest expense 21,524 21,302 Capitalized interest (1,780 ) (357 ) Loss on early extinguishment of debt - 132 Unrealized loss on financial instruments 5,213 - Other income (253 ) (240 ) Operating Income $ 24,036 $ 20,057

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Calculations of Basic and Diluted EPS	The calculations of basic and diluted EPS were as follows: For the Three Months Ended Numerator: March 31, 2017 March 31, 2016 Income from continuing operations, net of taxes $ 35 $ 471 Denominator: Basic EPS weighted average shares outstanding 25,162 24,711 Effect of dilutive stock options and restricted stock 582 135 Diluted EPS weighted average shares outstanding 25,744 24,846 Earnings per share from continuing operations: Basic $ 0.00 $ 0.02 Diluted $ 0.00 $ 0.02 Loss per share from discontinued operations: Basic $ (0.03 ) $ - Diluted $ (0.03 ) $ - Earnings (loss) per share: Basic $ (0.03 ) $ 0.02 Diluted $ (0.03 ) $ 0.02

Accumulated Other Comprehensi34

Accumulated Other Comprehensive Income (Loss) (Tables)	3 Months Ended
	Mar. 31, 2017
Accumulated Other Comprehensive Income Loss [Abstract]
Components of Accumulated Other Comprehensive Income (Loss)	The following table summarizes the components of Accumulated other comprehensive income (loss): Interest Rate Foreign 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 ) Balance as of December 31, 2016 $ (5,002 ) $ 9 $ (4,993 ) Reclassification to interest expense 418 - 418 Tax effect (162 ) - (162 ) Balance as of March 31, 2017 $ (4,746 ) $ 9 $ (4,737 )

Basis of Presentation - Additio

Basis of Presentation - Additional Information (Details) - Polar [Member]	3 Months Ended
	Mar. 31, 2017
Basis Of Presentation [Line Items]
Equity interest	51.00%
Voting interest	75.00%

Summary of Significant Account

Summary of Significant Account Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accounting Policies [Abstract]
Deferred maintenance amortization expense	$ 813	$ 0
Amount of excess tax benefits recognition	$ 1,500

Summary of Significant Accoun37

Summary of Significant Account Policies - Schedule of Deferred Maintenance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Heavy Maintenance Abstract
Beginning Balance	$ 19,100
Deferred maintenance costs	23,151
Amortization of deferred maintenance	(813)	$ 0
Ending Balance	$ 41,438

Summary of Significant Accoun38

Summary of Significant Account Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Cash and cash equivalents	$ 109,100	$ 123,890
Restricted cash	9,836	14,360
Total Cash, cash equivalents and restricted cash shown in consolidated statements of cash flows	$ 118,936	$ 138,250	$ 331,913	$ 438,931

Related Parties - DHL Investmen

Related Parties - DHL Investment and Polar - Additional Information (Details)	3 Months Ended
	Mar. 31, 2017
Polar [Member]
Related Party Transaction [Line Items]
Equity interest	51.00%
Voting interest	75.00%
DHL [Member] | Polar [Member]
Related Party Transaction [Line Items]
Equity interest	49.00%
Voting interest	25.00%

Related Parties - Summary of Tr

Related Parties - Summary of Transactions with Polar (Details) - Polar [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Related Party Transaction [Line Items]
Revenue from related party	$ 102,228	$ 98,737
Ground handling and airport fees to Polar	466	$ 223
Receivables from related party	11,405		$ 8,161
Payables to related party	941		2,019
Aggregate Carrying Value of Polar Investment	$ 4,870		$ 4,870

Related Parties - GATS - Additi

Related Parties - GATS - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
GATS [Member]
Related Party Transaction [Line Items]
Payables to related party	$ 0.6	$ 2.4
GATS [Member]
Related Party Transaction [Line Items]
Voting interest	50.00%
Investment and maximum exposure to losses	$ 21.9	$ 22.2

Southern Air Acquisition - Addi

Southern Air Acquisition - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Business Acquisition [Line Items]
Transaction-related expenses	$ 915	$ 793
Southern Air and Subsidiaries [Member]
Business Acquisition [Line Items]
Transaction-related expenses	$ 900
Unaudited estimated pro forma operating revenue		$ 444,100

Southern Air Acquisition - Summ

Southern Air Acquisition - Summary of Employee Termination Benefit Liabilities (Details) - Employee Severance $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Restructuring Cost And Reserve [Line Items]
Liability as of beginning balance	$ 1,214
Wind-down expenses	369
Cash payments	(910)
Liability as of ending balance	$ 673

Special Charge - Additional Inf

Special Charge - Additional Information (Details) - CF6-80 Engines $ in Millions	3 Months Ended			12 Months Ended
	Mar. 31, 2017USD ($)Engine	Dec. 31, 2016USD ($)Engine	Mar. 31, 2016USD ($)Engine	Dec. 31, 2016USD ($)Engine
Impairment Of Aircraft Engines Held For Sale [Line Items]
Number of assets held for sale | Engine		2	4
Number of assets traded | Engine	1			4
Impairment loss recognized for held for sale assets | $			$ 6.5
Prepaid Expenses and Other Current Assets
Impairment Of Aircraft Engines Held For Sale [Line Items]
Carrying value of asset held for sale | $	$ 1.4	$ 2.8		$ 2.8

Amazon - Additional Information

Amazon - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	May 04, 2016
Class Of Warrant Or Right [Line Items]
Right to acquire outstanding common shares	up to 20% of our outstanding common shares
Warrant exercise price	$ 37.50
Warrant for number of shares vested immediately	3,750,000
Warrant to buy number of shares vesting	3,750,000
Vesting increments of Amazon warrants	375,000
Warrant vesting year	2,021
Warrants exercised	0
Additional warrant to acquire outstanding shares	up to an additional 10% of our outstanding common shares
Additional warrant exercise price	$ 37.50
Additional warrant to buy number of shares vesting	3,750,000
Additional warrant vesting year	2,023
Fair value of vested warrants	$ 91.9	$ 92.4	$ 92.9
Amortization of customer incentive	0.4
Warrant liability unrealized (gain) loss	5.2
Fair value of warrant liability	$ 101	$ 95.8
Maximum [Member]
Class Of Warrant Or Right [Line Items]
Warrant providing right to acquire outstanding common shares percentage	20.00%
Percentage of additional warrant to acquire outstanding common shares	10.00%
Dry Leases [Member]
Class Of Warrant Or Right [Line Items]
Lease term period	10 years
CMI Operation [Member]
Class Of Warrant Or Right [Line Items]
Lease term period	7 years

Accrued Liabilities - Schedule

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Accrued Liabilities Current And Noncurrent [Abstract]
Maintenance	$ 141,666	$ 54,495
Customer maintenance reserves	77,443	81,830
Salaries, wages and benefits	35,192	55,063
U.S. class action settlement	30,000	35,000
Deferred revenue	15,602	10,298
Aircraft fuel	13,754	16,149
Other	81,228	68,052
Accrued liabilities	$ 394,885	$ 320,887

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017	Jun. 30, 2015
Debt Instrument [Line Items]
Lease extended expiration date		2032-06
Capital lease obligation		$ 32,400
Convertible notes aggregate principal amount		$ 224,500	$ 224,500
Term of revolving credit facility	3 years
Borrowing capacity	$ 150,000
Revolver [Member]
Debt Instrument [Line Items]
Interest rate		3.23%
Revolver [Member] | Long-term Debt and Capital Lease [Member]
Debt Instrument [Line Items]
Outstanding balance	$ 150,000
Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument interest rate			2.25%
Debt instrument, maturity date		Jun. 1, 2022
Aggregate amount of refinanced interest rate			8.10%
Convertible notes remaining life		5 years 2 months 12 days
Capital Lease [Member]
Debt Instrument [Line Items]
Issue date		2017-03
Collateral Aircraft Tail Number		747-400 freighter

Debt - Schedule of Notes (Detai

Debt - Schedule of Notes (Details) - USD ($) $ in Thousands		Mar. 31, 2017	Jun. 30, 2015
Convertible Note [Abstract]
Gross proceeds		$ 224,500	$ 224,500
Less: debt discount, net of amortization		(41,285)
Less: debt issuance cost, net of amortization		(3,973)
Net carrying amount		179,242
Equity component	[1]	$ 52,903
[1]	Included in Additional paid-in capital on the consolidated balance sheet as of March 31, 2017.

Debt - Summary of Interest Expe

Debt - Summary of Interest Expense Recognized (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Short Term Debt [Line Items]
Total interest expense recognized	$ 21,524	$ 21,302
Convertible Notes
Short Term Debt [Line Items]
Contractual interest coupon	1,263	1,263
Amortization of debt discount	1,671	1,567
Amortization of debt issuance costs	173	167
Total interest expense recognized	$ 3,107	$ 2,997

Commitments - Additional Inform

Commitments - Additional Information (Details) $ in Millions	Mar. 31, 2017USD ($)
Commitments And Contingencies Disclosure [Abstract]
Flight equipment purchase commitment	$ 211.8
Estimated payments during the remainder of fiscal year	$ 143.1

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Reconciliation of differences between the U.S. federal statutory income tax rate and the effective income tax rates
Effective income tax rate	94.00%	42.80%

Financial Instruments - Summary

Financial Instruments - Summary of Carrying Value, Estimated Fair Value and Classification of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	May 04, 2016
Assets
Short-term investments	$ 5,242	$ 4,313
Long-term investments and accrued interest	26,699	27,951
Liabilities
Convertible Notes	179,242
Amazon Warrant	91,900	92,400	$ 92,900
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	109,100	123,890
Short-term investments	5,242	4,313
Restricted cash	9,836	14,360
Long-term investments and accrued interest	26,699	27,951
Financial instruments assets	150,877	170,514
Liabilities
Term loans	1,002,964	1,037,077
Ex-Im Bank guaranteed notes	598,339	616,892
Revolver	150,000
Convertible Notes	179,242	177,398
Amazon Warrant	100,988	95,775
EETC	17,958	20,044
Financial instruments liabilities	2,049,491	1,947,186
Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	109,100	123,890
Short-term investments	5,242	4,313
Restricted cash	9,836	14,360
Long-term investments and accrued interest	31,289	33,161
Financial instruments assets	155,467	175,724
Liabilities
Term loans	1,045,756	1,083,832
Ex-Im Bank guaranteed notes	612,567	632,977
Revolver	147,912
Convertible Notes	233,480	228,429
Amazon Warrant	100,988	95,775
EETC	20,239	22,935
Financial instruments liabilities	2,160,942	2,063,948
Fair Value, Inputs, Level 1 [Member]
Assets
Cash and cash equivalents	109,100	123,890
Short-term investments	0	0
Restricted cash	9,836	14,360
Long-term investments and accrued interest	0	0
Financial instruments assets	118,936	138,250
Liabilities
Term loans	0	0
Ex-Im Bank guaranteed notes	0	0
Revolver	0
Convertible Notes	233,480	228,429
Amazon Warrant	0	0
EETC	0	0
Financial instruments liabilities	233,480	228,429
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
Revolver	0
Convertible Notes	0	0
Amazon Warrant	100,988	95,775
EETC	0	0
Financial instruments liabilities	100,988	95,775
Fair Value, Inputs, Level 3 [Member]
Assets
Cash and cash equivalents	0	0
Short-term investments	5,242	4,313
Restricted cash	0	0
Long-term investments and accrued interest	31,289	33,161
Financial instruments assets	36,531	37,474
Liabilities
Term loans	1,045,756	1,083,832
Ex-Im Bank guaranteed notes	612,567	632,977
Revolver	147,912
Convertible Notes	0	0
Amazon Warrant	0	0
EETC	20,239	22,935
Financial instruments liabilities	$ 1,826,474	$ 1,739,744

Financial Instruments - Summa53

Financial Instruments - Summary of Carrying Value, Gross Unrealized Gain (Loss) and Fair Value of Long-Term Investments and Accrued Interest by Contractual Maturity (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Debt securities
Due after one but within five years, carrying value	$ 26,699	$ 27,951
Total, carrying value	26,699	27,951
Due after one but within five years, gross unrealized gain (loss)	4,590	5,210
Total, gross unrealized gain (loss)	4,590	5,210
Due after one but within five years, fair value	31,289	33,161
Total, fair value	$ 31,289	$ 33,161

Segment Reporting - Additional

Segment Reporting - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)Segment	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | Segment	3
Operating Revenue	$ 475,394	$ 418,615
Accounts receivable, net of allowance	157,953		$ 166,486
DHL [Member]
Segment Reporting Information [Line Items]
Operating Revenue	54,900	23,600
Accounts receivable, net of allowance	10,600		29,100
Charter [Member]
Segment Reporting Information [Line Items]
Operating Revenue	243,898	202,303
Charter [Member] | AMC Charter [Member]
Segment Reporting Information [Line Items]
Operating Revenue	131,900	$ 111,000
Accounts receivable, net of allowance	$ 24,200		$ 9,000

Segment Reporting - Operating R

Segment Reporting - Operating Revenue and Direct Contribution For Our Reportable Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Revenue:
Operating Revenue	$ 475,394	$ 418,615
Customer incentive asset amortization	(445)	0
Other	4,490	5,380
Direct Contribution:
Total Direct Contribution for Reportable Segments	62,872	55,923
Unallocated income and expenses, net	(56,210)	(47,543)
Loss on early extinguishment of debt	0	(132)
Unrealized loss on financial instruments	(5,213)	0
Special charge	0	(6,631)
Transaction-related expenses	(915)	(793)
Gain on disposal of aircraft	54	0
Income from continuing operations before income taxes	588	824
Interest income	(1,256)	(1,604)
Interest expense	21,524	21,302
Capitalized interest	(1,780)	(357)
Other income	(253)	(240)
Operating Income	24,036	20,057
ACMI [Member]
Operating Revenue:
Operating Revenue	200,694	182,740
Direct Contribution:
Total Direct Contribution for Reportable Segments	35,963	24,739
Charter [Member]
Operating Revenue:
Operating Revenue	243,898	202,303
Direct Contribution:
Total Direct Contribution for Reportable Segments	17,186	20,776
Dry Leasing [Member]
Operating Revenue:
Operating Revenue	26,757	28,192
Direct Contribution:
Total Direct Contribution for Reportable Segments	$ 9,723	$ 10,408

Labor and Legal Proceedings - A

Labor and Legal Proceedings - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended		3 Months Ended
	Jan. 31, 2017	Jan. 31, 2016	Mar. 31, 2017	Dec. 31, 2016
Loss Contingencies [Line Items]
Total legal settlement accrued for the U. S. class action			$ 36.2
Matters Related to Alleged Pricing Practices [Member]
Loss Contingencies [Line Items]
Payment for legal settlement	$ 35	$ 35
Legal settlement to be paid in 2018			30
Brazilian Customs Claim [Member]
Loss Contingencies [Line Items]
Brazilian claims in the aggregate			9.7
Amounts on deposit for Brazilian claims included in Deposits and other assets			$ 5.2	$ 5
Atlas Pilots [Member]
Loss Contingencies [Line Items]
Collective bargaining agreement period			5 years
Southern Air Pilots [Member]
Loss Contingencies [Line Items]
Collective bargaining agreement period			4 years
Atlas and Polar Dispatchers [Member]
Loss Contingencies [Line Items]
Collective bargaining agreement period			5 years

Earnings Per Share - Additional

Earnings Per Share - Additional Information (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Anti-dilutive shares related to warrants and stock options that were out of the money	3	3
Restricted shares and units in which performance or market conditions were not satisfied	7.6	0.5

Earnings Per Share - Calculatio

Earnings Per Share - Calculations of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator:
Income from continuing operations, net of taxes	$ 35	$ 471
Denominator:
Basic EPS weighted average shares outstanding	25,162	24,711
Effect of dilutive stock options and restricted stock	582	135
Diluted EPS weighted average shares outstanding	25,744	24,846
Earnings per share from continuing operations:
Basic	$ 0	$ 0.02
Diluted	0	0.02
Loss per share from discontinued operations:
Basic	(0.03)	0
Diluted	(0.03)	0
Earnings (loss) per share:
Basic	(0.03)	0.02
Diluted	$ (0.03)	$ 0.02

Accumulated Other Comprehensi59

Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	$ 1,517,338
Reclassification to interest expense	418	$ 454
Income tax expense	(162)	(176)
Balance	1,511,624
Interest Rate Derivatives
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	(5,002)	(6,072)
Reclassification to interest expense	418	454
Income tax expense	(162)	(176)
Balance	(4,746)	(5,794)
Foreign Currency Translation
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	9	9
Income tax expense	0	0
Balance	9	9
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	(4,993)	(6,063)
Reclassification to interest expense	418	454
Income tax expense	(162)	(176)
Balance	$ (4,737)	$ (5,785)

Accumulated Other Comprehensi60

Accumulated Other Comprehensive Income (Loss) - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Income Loss [Abstract]
Unamortized realized loss in Accumulated other comprehensive income (loss) related to forward-starting interest rate swaps	$ 7.7
Net realized losses reclassified into earnings	0.4	$ 0.5
Realized losses related to forward-starting interest rate swaps expected to be reclassified into earnings within the next 12 months	$ 1.6

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Event $ in Millions	1 Months Ended
	Apr. 30, 2017USD ($)
First 2017 Term Loan
Subsequent Event [Line Items]
Issue Date	Apr. 30, 2017
Term Loan Face Value	$ 20.1
Collateral Aircraft Tail Number	767-300
Original Term	91 months
Interest Rate Type	Fixed
Debt instrument interest rate	3.02%
Second 2017 Term Loan
Subsequent Event [Line Items]
Issue Date	Apr. 30, 2017
Term Loan Face Value	$ 21.3
Collateral Aircraft Tail Number	767-300
Original Term	91 months
Interest Rate Type	Fixed
Debt instrument interest rate	3.16%