Atlas Air Worldwide (AAWW) 10-Q2 Aug 172017 Q2 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2017	Jul. 28, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Document period end date	Jun. 30, 2017
Amendment flag	false
Document Fiscal Period Focus	Q2
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		25,265,748
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	Jun. 30, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 271,655	$ 123,890
Short-term investments	7,920	4,313
Restricted cash	11,092	14,360
Accounts receivable, net of allowance	165,013	166,486
Prepaid maintenance	1,899	4,418
Prepaid expenses and other current assets	52,927	44,603
Total current assets	510,506	358,070
Property and Equipment
Flight equipment	4,156,460	3,886,714
Ground equipment	72,167	68,688
Less: accumulated depreciation	(636,189)	(568,946)
Flight equipment modifications in progress	223,489	154,226
Property and equipment, net	3,815,927	3,540,682
Other Assets
Long-term investments and accrued interest	23,008	27,951
Deferred costs and other assets	232,748	204,647
Intangible assets, net and goodwill	111,104	116,029
Total Assets	4,693,293	4,247,379
Current Liabilities
Accounts payable	80,882	59,543
Accrued liabilities	406,440	320,887
Current portion of long-term debt and capital lease	196,136	184,748
Total current liabilities	683,458	565,178
Other Liabilities
Long-term debt and capital lease	1,949,983	1,666,663
Deferred taxes	307,962	298,165
Financial instruments and other liabilities	158,588	200,035
Total other liabilities	2,416,533	2,164,863
Commitments and contingencies	0	0
Stockholders’ Equity
Preferred stock	0	0
Common stock	301	296
Additional paid-in-capital	703,987	657,082
Treasury stock, at cost	(192,755)	(183,119)
Accumulated other comprehensive loss	(4,491)	(4,993)
Retained earnings	1,086,260	1,048,072
Total stockholders’ equity	1,593,302	1,517,338
Total Liabilities and Equity	$ 4,693,293	$ 4,247,379

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 965	$ 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	30,063,328	29,633,605
Common stock shares outstanding	25,265,748	25,017,242
Treasury stock shares	4,797,580	4,616,363

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Operating Revenue	$ 517,366	$ 443,272	$ 992,761	$ 861,887
Operating Expenses
Salaries, wages and benefits	111,488	101,542	215,575	195,387
Aircraft fuel	83,486	61,353	165,918	124,573
Maintenance, materials and repairs	64,769	55,435	137,585	112,459
Depreciation and amortization	40,986	37,208	78,880	72,213
Aircraft rent	33,792	36,723	69,865	73,760
Travel	34,891	32,010	67,249	62,333
Passenger and ground handling services	23,573	22,019	48,696	42,898
Navigation fees, landing fees and other rent	25,255	18,777	43,790	40,751
Gain on disposal of aircraft	(93)	0	(147)	0
Special charge	0	0	0	6,631
Transaction-related expenses	1,396	16,788	2,312	17,581
Other	39,345	40,593	80,523	72,420
Total Operating Expenses	458,888	422,448	910,246	821,006
Operating Income	58,478	20,824	82,515	40,881
Non-operating Expenses (Income)
Interest income	(1,342)	(1,405)	(2,598)	(3,009)
Interest expense	24,670	20,938	46,194	42,240
Capitalized interest	(1,931)	(690)	(3,711)	(1,047)
Loss on early extinguishment of debt	0	0	0	132
Unrealized gain on financial instruments	(13,763)	(26,475)	(8,550)	(26,475)
Other expense (income)	1,061	48	809	(192)
Total Non-operating Expenses (Income)	8,695	(7,584)	32,144	11,649
Income from continuing operations before income taxes	49,783	28,408	50,371	29,232
Income tax expense	10,739	7,489	11,292	7,842
Income from continuing operations, net of taxes	39,044	20,919	39,079	21,390
Loss from discontinued operations, net of taxes	(105)	(345)	(891)	(345)
Net Income	$ 38,939	$ 20,574	$ 38,188	$ 21,045
Earnings (loss) per share from continuing operations:
Basic	$ 1.55	$ 0.84	$ 1.55	$ 0.86
Diluted	0.92	(0.26)	1.13	(0.24)
Loss per share from discontinued operations:
Basic	0	(0.01)	(0.04)	(0.01)
Diluted	0	(0.01)	(0.03)	(0.01)
Earnings (loss) per share:
Basic	1.54	0.83	1.51	0.85
Diluted	$ 0.92	$ (0.28)	$ 1.09	$ (0.26)
Weighted average shares:
Basic	25,257	24,812	25,210	24,761
Diluted	26,791	25,225	26,823	25,036

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement Of Income And Comprehensive Income [Abstract]
Net Income	$ 38,939	$ 20,574	$ 38,188	$ 21,045
Interest rate derivatives:
Reclassification to interest expense	402	441	820	895
Income tax expense	(156)	(171)	(318)	(347)
Other comprehensive income	246	270	502	548
Comprehensive Income	$ 39,185	$ 20,844	$ 38,690	$ 21,593

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Operating Activities:
Income from continuing operations, net of taxes	$ 39,079	$ 21,390
Less: Loss from discontinued operations, net of taxes	(891)	(345)
Net Income	38,188	21,045
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and amortization	90,842	81,818
Accretion of debt securities discount	(604)	(650)
Provision for allowance for doubtful accounts	134	321
Special charge, net of cash payments	0	6,631
Loss on early extinguishment of debt	0	132
Unrealized gain on financial instruments	(8,550)	(26,475)
Gain on disposal of aircraft	(147)	0
Deferred taxes	11,000	7,667
Stock-based compensation expense	10,579	10,961
Changes in:
Accounts receivable	(5,204)	39,354
Prepaid expenses, current assets and other assets	(36,067)	(15,382)
Accounts payable and accrued liabilities	12,636	(78,178)
Net cash provided by operating activities	112,807	47,244
Investing Activities:
Capital expenditures	(45,237)	(27,239)
Payments for flight equipment and modifications	(226,812)	(186,213)
Acquisition of business, net of cash acquired	0	(107,498)
Proceeds from investments	1,941	7,512
Proceeds from disposal of aircraft	147	0
Net cash used for investing activities	(269,961)	(313,438)
Financing Activities:
Proceeds from debt issuance	435,325	84,790
Proceeds from revolving credit facility	150,000	0
Payment of revolving credit facility	(150,000)	0
Customer maintenance reserves and deposits received	18,062	7,187
Customer maintenance reserves paid	(6,384)	0
Proceeds from sale of convertible note warrants	38,148	0
Payments for convertible note hedges	(70,140)	0
Purchase of treasury stock	(9,636)	(4,255)
Excess tax benefit from stock-based compensation expense	0	168
Payment of debt issuance costs	(10,323)	(1,074)
Payments of debt	(93,401)	(91,208)
Net cash provided by (used for) financing activities	301,651	(4,392)
Net increase (decrease) in cash, cash equivalents and restricted cash	144,497	(270,586)
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	282,747	168,345
Noncash Investing and Financing Activities:
Acquisition of flight equipment included in Accounts payable and accrued liabilities	75,668	15,448
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	21,045	0	0	0	0	21,045
Other comprehensive income	548	0	0	0	548	0
Stock-based compensation	10,961	0	0	10,961	0	0
Purchase of shares of treasury stock	(4,255)	0	(4,255)	0	0	0
Issuance of shares of restricted stock	0	3	0	(3)	0	0
Tax expense on restricted stock and stock options	(614)	0	0	(614)	0	0
Balance at Jun. 30, 2016	1,481,868	293	(176,099)	635,588	(5,515)	1,027,601
Balance at Dec. 31, 2016	1,517,338	296	(183,119)	657,082	(4,993)	1,048,072
Net Income	38,188	0	0	0	0	38,188
Other comprehensive income	502	0	0	0	502	0
Stock-based compensation	10,579	0	0	10,579	0	0
Purchase of shares of treasury stock	(9,636)	0	(9,636)	0	0	0
Issuance of shares of restricted stock	0	5	0	(5)	0	0
Equity component of convertible note, net of tax	43,248	0	0	43,248	0	0
Purchase of convertible note hedges, net of tax	(45,065)	0	0	(45,065)	0	0
Issuance of convertible note warrants	38,148	0	0	38,148	0	0
Balance at Jun. 30, 2017	$ 1,593,302	$ 301	$ (192,755)	$ 703,987	$ (4,491)	$ 1,086,260

Consolidated Statements of Sto8

Consolidated Statements of Stockholders' Equity (Parentheticals) (Unaudited) - shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Statement Of Stockholders Equity [Abstract]
Purchase of shares of treasury stock	181,217	115,362
Issuance of shares of restricted stock	429,723	306,790

Basis of Presentation

Basis of Presentation	6 Months Ended
Basis of Presentation	Jun. 30, 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 June 30, 2017, the results of operations for the three and six months ended June 30, 2017 and 2016, comprehensive income for the three and six months ended June 30, 2017 and 2016, cash flows for the six months ended June 30, 2017 and 2016, and shareholders’ equity as of and for the six months ended June 30, 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	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 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 $1.1 million and zero for the three months ended June 30, 2017 and June 30, 2016, respectively, and was $1.9 million and zero for the six months ended June 30, 2017 and June 30, 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 24,042 Amortization of deferred maintenance (1,902 ) Balance as of June 30, 2017 $ 41,240 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 shown in the consolidated statements of cash flows: June 30, 2017 December 31, 2016 Cash and cash equivalents $ 271,655 $ 123,890 Restricted cash 11,092 14,360 Total Cash, cash equivalents and restricted cash shown in consolidated statements of cash flows $ 282,747 $ 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 six months ended June 30, 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 presentation and 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. The implementation of our plan to adopt this amended guidance is progressing as expected.

Related Parties

Related Parties	6 Months Ended
Related Parties	Jun. 30, 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 For the Six Months Ended Revenue and Expenses: June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Revenue from Polar $ 108,930 $ 101,980 $ 211,158 $ 200,717 Ground handling and airport fees to Polar 513 321 979 624 Accounts receivable/payable as of: June 30, 2017 December 31, 2016 Receivables from Polar $ 9,702 $ 8,161 Payables to Polar 893 2,019 Aggregate Carrying Value of Polar Investment as of: June 30, 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. As of June 30, 2017 and December 31, 2016, our investment in GATS was $21.5 million and $22.2 million, respectively. We had Accounts payable to GATS of $0.5 million as of June 30, 2017 and $2.4 million as of December 31, 2016.

Southern Air Acquisition

Southern Air Acquisition	6 Months Ended
Southern Air Acquisition	Jun. 30, 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 services for domestic, regional and international operations. For the three and six months ended June 30, 2017, we incurred Transaction-related expenses of $1.4 million and $2.3 million, respectively. For the three and six months ended June 30, 2016, we incurred Transaction-related expenses of $13.3 million and $14.1 million, respectively. Transaction-related expenses are primarily related to: compensation costs, including employee termination benefits; professional fees; and integration costs associated with the acquisition. The unaudited estimated pro forma operating revenue for AAWW, including Southern Air, for the three and six months ended June 30, 2016 were $444.9 million and $889.0 million, respectively, including adjustments to conform with our accounting policies. The earnings of Southern Air were not material for the three and six months ended June 30, 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 from 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 the 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 836 Cash payments (1,528 ) Liability as of June 30, 2017 $ 522

Special Charge

Special Charge	6 Months Ended
Special Charge	Jun. 30, 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, recognized an impairment loss of $3.5 million and ceased depreciation on the engines. One of those engines was traded in during the first quarter of 2017. The carrying value of the remaining CF6-80 engine held for sale at June 30, 2017 was $1.4 million, and of the two CF6-80 engines held for sale at December 31, 2016 was $2.8 million, which was 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	6 Months Ended
Amazon	Jun. 30, 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 next four aircraft were placed in service during the second quarter of 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 $0.9 million and $1.3 million of the customer incentive asset for the three and six months ended June 30, 2017, respectively. The balance of the customer incentive asset, net of amortization, was $91.0 million as of June 30, 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 gain 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 gain of $13.8 million and $8.6 million on the Amazon Warrant during the three and six months ended June 30, 2017, respectively. We recognized a net unrealized gain of $26.5 million on the Amazon Warrant during the three and six months ended June 30, 2016. The fair value of the Amazon Warrant liability was $87.2 million as of June 30, 2017 and $95.8 million as of December 31, 2016.

Accrued Liabilities

Accrued Liabilities	6 Months Ended
Accrued Liabilities	Jun. 30, 2017
Accrued Liabilities Current And Noncurrent [Abstract]
Accrued Liabilities	7. Accrued Liabilities Accrued liabilities consisted of the following as of: June 30, 2017 December 31, 2016 Maintenance $ 140,000 $ 54,495 Customer maintenance reserves 93,492 81,830 Salaries, wages and benefits 40,978 55,063 U.S. class action settlement 30,000 35,000 Deferred revenue 20,877 10,298 Aircraft fuel 21,141 16,149 Other 59,952 68,052 Accrued liabilities $ 406,440 $ 320,887

Debt

Debt	6 Months Ended
Debt	Jun. 30, 2017
Debt Disclosure [Abstract]
Debt	8. Debt Term Loans and Capital Lease We have entered into various term loans during 2017 to finance the purchase and conversion of 767-300 aircraft, and The following table summarizes the terms and principal balances for each term loan entered into during 2017 (in millions): Issue Face Collateral Original Interest Rate Interest Date Value Type Term Type Rate First 2017 Term Loan April 2017 $ 20.1 767-300 91 months Fixed 3.02% Second 2017 Term Loan April 2017 21.3 767-300 91 months Fixed 3.16% Third 2017 Term Loan May 2017 21.5 767-300 91 months Fixed 3.16% Fourth 2017 Term Loan June 2017 21.3 767-300 91 months Fixed 3.09% Fifth 2017 Term Loan June 2017 21.7 767-300 91 months Fixed 3.11% Sixth 2017 Term Loan June 2017 21.7 767-300 91 months Fixed 3.11% Seventh 2017 Term Loan June 2017 18.7 None 58 months Fixed 2.17% Total $ 146.3 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 May 2017, we issued $289.0 million aggregate principal amount of convertible senior notes (the “2017 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 1.875%. The 2017 Convertible Notes will mature on June 1, 2024, unless earlier converted or repurchased pursuant to their terms. We used the majority of the net proceeds in May 2017 to repay $150.0 million then outstanding under our revolving credit facility and to fund the cost of the convertible note hedges described below. Each $1,000 of principal of the 2017 Convertible Notes will initially be convertible into 16.3713 shares of our common stock, which is equal to an initial conversion price of $61.08 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest, except in certain limited circumstances. Upon the occurrence of a “make-whole fundamental change,” we will, in certain circumstances, increase the conversion rate by a number of additional shares of our common stock for the 2017 Convertible Notes converted in connection with such “make-whole fundamental change”. Additionally, if we undergo a “fundamental change,” a holder will have the option to require us to repurchase all or a portion of its 2017 Convertible Notes for cash at a price equal to 100% of the principal amount of the 2017 Convertible Notes being repurchased plus any accrued and unpaid interest through, but excluding, the fundamental change repurchase date. In connection with the offering of the 2017 Convertible Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) a total of 4,731,306 shares of our common stock at a price of $61.08 per share. The total cost of the convertible note hedge transactions was $70.1 million. In addition, we sold warrants to the option counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of 4,731,306 shares of our common stock at a price of $92.20. We received $38.1 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any economic dilution from the conversion of the 2017 Convertible Notes when the stock price is below $92.20 per share and to effectively increase the overall conversion price from $61.08 to $92.20 per share. However, for purposes of the computation of diluted earnings per share in accordance with GAAP, dilution will occur when the average share price of our common stock for a given period exceeds the conversion price of the 2017 Convertible Notes, which initially is equal to $61.08 per share. The $32.0 million net cost incurred in connection with the convertible note hedges and warrants was recorded as a reduction to additional paid-in capital, net of tax, in the consolidated balance sheet. On or after September 1, 2023 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or a portion of its 2017 Convertible Notes. Upon conversion, the 2017 Convertible Notes will be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock. Our current intent and policy is to settle conversions with a combination of cash and shares of common stock with the principal amount of the 2017 Convertible Notes paid in cash. Holders may only convert their 2017 Convertible Notes at their option at any time prior to September 1, 2023, under the following circumstances: • during any calendar quarter (and only during such calendar quarter) if, for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price of our common stock for such trading day is equal to or greater than 130% of the conversion price on such trading day; • during the five consecutive business day period immediately following any five consecutive trading day period (the “measurement period”) in which, for each trading day of the measurement period, the trading price per $1,000 principal amount of the convertible notes for such trading day was less than 98% of the product of the last reported sale price of our common stock for such trading day and the conversion rate on such trading day; or • upon the occurrence of specified corporate events. We separately account for the liability and equity components of convertible notes. The carrying amount of the liability component was determined by measuring the fair value of a similar liability that does not have an associated conversion feature, assuming our nonconvertible unsecured debt borrowing rate. The carrying value of the equity component, the conversion option, which is recognized as additional paid-in-capital, net of tax, creates a debt discount on the convertible notes. The debt discount was determined by deducting the relative fair value of the liability component from the proceeds of the convertible notes and is amortized to interest expense using an effective interest rate of 6.14% over the term of the 2017 Convertible Notes. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. The debt issuance costs related to the issuance of the 2017 Convertible Notes were allocated to the liability and equity components based on their relative values, as determined above. Total debt issuance costs were $7.5 million, of which $5.7 million was allocated to the liability component and $1.8 million was allocated to the equity component. The debt issuance costs allocated to the liability component are amortized to interest expense using the effective interest method over the term of the 2017 Convertible Notes. In June 2015, we issued $224.5 million aggregate principal amount of convertible senior notes (the “2015 Convertible Notes”) in an underwritten public offering. The 2015 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 2015 Convertible Notes will mature on June 1, 2022, unless earlier converted or repurchased pursuant to their terms. As of June 30, 2017, t he 2017 Convertible Notes and the 2015 Convertible Notes consisted of the following 2017 Convertible Note 2015 Convertible Note Remaining life in months 83 59 Liability component: Gross proceeds $ 289,000 $ 224,500 Less: debt discount, net of amortization (69,271 ) (39,587 ) Less: debt issuance cost, net of amortization (5,592 ) (3,799 ) Net carrying amount $ 214,137 $ 181,114 Equity component (1) $ 70,140 $ 52,903 (1) Included in Additional paid-in capital on the consolidated balance sheet as of June 30, 2017. The following table presents the amount of interest expense recognized related to the 2017 Convertible Notes and the 2015 Convertible Notes: For the Three Months Ended For the Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Contractual interest coupon $ 1,850 $ 1,263 $ 3,113 $ 2,526 Amortization of debt discount 2,567 1,592 4,238 3,159 Amortization of debt issuance costs 251 168 424 335 Total interest expense recognized $ 4,668 $ 3,023 $ 7,775 $ 6,020 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. There were no amounts outstanding and we had $142.0 million of unused availability under the Revolver, based on the collateral borrowing base, as of June 30, 2017.

Commitments

Commitments	6 Months Ended
Commitments	Jun. 30, 2017
Commitments And Contingencies Disclosure [Abstract]
Commitments	9. Commitments Equipment Purchase Commitments As of June 30, 2017, our estimated payments remaining for flight equipment purchase commitments are $176.2 million, of which $105.7 million are expected to be made during the remainder of 2017.

Income Taxes

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	10. Income Taxes Our effective income tax rates were 21.6% and 26.4% for the three months ended June 30, 2017 and 2016, respectively. Our effective income tax rates were 22.4% and 26.8% for the six months ended June 30, 2017 and 2016, respectively. The effective income tax rates for the three and six months ended June 30, 2017 differed from the U.S. statutory rate primarily due to nontaxable changes in the value of the Amazon Warrant liability (see Note 6 to our Financial Statements). In addition, the effective income tax rate for the six months ended June 30, 2017 differed from the U.S. statutory rate due to 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 and six months ended June 30, 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 (see Note 4 to our Financial Statements). The effective rates for all 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	6 Months Ended
Financial Instruments	Jun. 30, 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. Term loans and notes consist of term loans, notes guaranteed by the Export-Import Bank of the United States (“Ex-Im Bank”), the Revolver and EETCs. The fair values of these debt instruments 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: June 30, 2017 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 271,655 $ 271,655 $ 271,655 $ - $ - Short-term investments 7,920 7,920 - - 7,920 Restricted cash 11,092 11,092 11,092 - - Long-term investments and accrued interest 23,008 27,146 - - 27,146 $ 313,675 $ 317,813 $ 282,747 $ - $ 35,066 Liabilities Term loans and notes $ 1,719,099 $ 1,799,266 $ - $ - $ 1,799,266 Convertible notes 395,251 548,851 548,851 - - Amazon Warrant 87,225 87,225 - 87,225 - $ 2,201,575 $ 2,435,342 $ 548,851 $ 87,225 $ 1,799,266 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 and notes $ 1,674,013 $ 1,739,744 $ - $ - $ 1,739,744 Convertible notes 177,398 228,429 228,429 - - Amazon Warrant 95,775 95,775 - 95,775 - $ 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: June 30, 2017 December 31, 2016 Carrying Value Gross Unrealized Gain Fair Value Carrying Value Gross Unrealized Gain Fair Value Debt securities Due after one but within five years $ 23,008 $ 4,138 $ 27,146 $ 27,951 $ 5,210 $ 33,161 Total $ 23,008 $ 4,138 $ 27,146 $ 27,951 $ 5,210 $ 33,161

Segment Reporting

Segment Reporting	6 Months Ended
Segment Reporting	Jun. 30, 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 For the Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Operating Revenue: ACMI $ 229,179 $ 211,722 $ 429,873 $ 394,462 Charter 255,820 202,451 499,718 404,754 Dry Leasing 28,560 25,066 55,317 53,258 Customer incentive asset amortization (898 ) - (1,343 ) - Other 4,705 4,033 9,196 9,413 Total Operating Revenue $ 517,366 $ 443,272 $ 992,761 $ 861,887 Direct Contribution: ACMI $ 53,524 $ 45,490 $ 89,487 $ 70,230 Charter 36,884 24,856 54,070 45,633 Dry Leasing 9,661 6,878 19,384 17,286 Total Direct Contribution for Reportable Segments 100,069 77,224 162,941 133,149 Unallocated income and expenses, net (62,746 ) (58,503 ) (118,955 ) (106,048 ) Loss on early extinguishment of debt - - - (132 ) Unrealized gain on financial instruments 13,763 26,475 8,550 26,475 Special charge - - - (6,631 ) Transaction-related expenses (1,396 ) (16,788 ) (2,312 ) (17,581 ) Gain on disposal of aircraft 93 - 147 - Income from continuing operations before income taxes 49,783 28,408 50,371 29,232 Add back (subtract): Interest income (1,342 ) (1,405 ) (2,598 ) (3,009 ) Interest expense 24,670 20,938 46,194 42,240 Capitalized interest (1,931 ) (690 ) (3,711 ) (1,047 ) Loss on early extinguishment of debt - - - 132 Unrealized gain on financial instruments (13,763 ) (26,475 ) (8,550 ) (26,475 ) Other expense (income) 1,061 48 809 (192 ) Operating Income $ 58,478 $ 20,824 $ 82,515 $ 40,881 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 $140.7 million for the three months ended June 30, 2017 and $119.6 million for the three months ended June 30, 2016. Revenue from the AMC was $272.6 million for the six months ended June 30, 2017 and $230.7 million for the six months ended June 30, 2016. Revenue from DHL was $61.6 million for the three months ended June 30, 2017 and $47.0 million for the three months ended June 30, 2016. Revenue from DHL was $116.5 million for the six months ended June 30, 2017 and $70.6 million for the six months ended June 30, 2016. We have not experienced any credit issues with either of these customers.

Labor and Legal Proceedings

Labor and Legal Proceedings	6 Months Ended
Labor and Legal Proceedings	Jun. 30, 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 IBT’s Atlas application in June 2016, which is currently pending (along with the IBT’s Southern Air application). Due to a lack of meaningful progress in such merger 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 have reached an interim agreement on a process to proceed with negotiations for a new joint CBA. These negotiations commenced on July 6, 2017. 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, was paid during the second quarter of 2017 and did 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 revised decision. 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 $9.2 million in aggregate based on June 30, 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 balance was $5.0 million as of June 30, 2017 and December 31, 2016, and is included in Deferred costs 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 June 30, 2017, the Company had an accrual of $30.0 million related to the U.S. class action settlement that was recognized in 2015. 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	6 Months Ended
Earnings Per Share	Jun. 30, 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 were 7.8 million for the three and six months ended June 30, 2017 and were 3.0 million for the three and six months ended June 30, 2016. The calculations of basic and diluted EPS were as follows: For the Three Months Ended For the Six Months Ended Numerator: June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Income from continuing operations, net of taxes $ 39,044 $ 20,919 $ 39,079 $ 21,390 Less: Unrealized gain on financial instruments, net of tax (14,293 ) (27,513 ) (8,869 ) (27,513 ) Diluted income (loss) from continuing operations, net of tax $ 24,751 $ (6,594 ) $ 30,210 $ (6,123 ) Denominator: Basic EPS weighted average shares outstanding 25,257 24,812 25,210 24,761 Effect of dilutive warrant 1,081 273 1,096 137 Effect of dilutive stock options and restricted stock 453 140 517 138 Diluted EPS weighted average shares outstanding 26,791 25,225 26,823 25,036 Earnings (loss) per share from continuing operations: Basic $ 1.55 $ 0.84 $ 1.55 $ 0.86 Diluted $ 0.92 $ (0.26 ) $ 1.13 $ (0.24 ) Loss per share from discontinued operations: Basic $ (0.00 ) $ (0.01 ) $ (0.04 ) $ (0.01 ) Diluted $ (0.00 ) $ (0.01 ) $ (0.03 ) $ (0.01 ) Earnings (loss) per share: Basic $ 1.54 $ 0.83 $ 1.51 $ 0.85 Diluted $ 0.92 $ (0.28 ) $ 1.09 $ (0.26 ) 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 and six months ended June 30, 2017 and 7.9 million for three and six months ended June 30, 2016.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income (Loss)	6 Months Ended
Accumulated Other Comprehensive Income (Loss)	Jun. 30, 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 895 - 895 Tax effect (347 ) - (347 ) Balance as of June 30, 2016 $ (5,524 ) $ 9 $ (5,515 ) Balance as of December 31, 2016 $ (5,002 ) $ 9 $ (4,993 ) Reclassification to interest expense 820 - 820 Tax effect (318 ) - (318 ) Balance as of June 30, 2017 $ (4,500 ) $ 9 $ (4,491 ) Interest Rate Derivatives As of June 30, 2017, there was $7.3 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 for the three months ended June 30, 2017 and 2016, respectively. Net realized losses reclassified into earnings were $0.8 million and $0.9 million for the six months ended June 30, 2017 and 2016, respectively. Net realized losses expected to be reclassified into earnings within the next 12 months are $1.6 million as of June 30, 2017.

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events In July 2017, we borrowed $12.5 million related to the purchase of a 767-300 aircraft under a sixty-month term loan (the “Eighth 2017 Term Loan”). The Eighth 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 3.62%, with principal and interest payable monthly.

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 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 $1.1 million and zero for the three months ended June 30, 2017 and June 30, 2016, respectively, and was $1.9 million and zero for the six months ended June 30, 2017 and June 30, 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 24,042 Amortization of deferred maintenance (1,902 ) Balance as of June 30, 2017 $ 41,240
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 shown in the consolidated statements of cash flows: June 30, 2017 December 31, 2016 Cash and cash equivalents $ 271,655 $ 123,890 Restricted cash 11,092 14,360 Total Cash, cash equivalents and restricted cash shown in consolidated statements of cash flows $ 282,747 $ 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 six months ended June 30, 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 presentation and 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. The implementation of our plan to adopt this amended guidance is progressing as expected.

Summary of Significant Accoun26

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 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 24,042 Amortization of deferred maintenance (1,902 ) Balance as of June 30, 2017 $ 41,240
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 shown in the consolidated statements of cash flows: June 30, 2017 December 31, 2016 Cash and cash equivalents $ 271,655 $ 123,890 Restricted cash 11,092 14,360 Total Cash, cash equivalents and restricted cash shown in consolidated statements of cash flows $ 282,747 $ 138,250

Related Parties (Tables)

Related Parties (Tables)	6 Months Ended
Related Parties (Tables)	Jun. 30, 2017
Related Party Transactions [Abstract]
Summary of Transactions with Polar	The following table summarizes our transactions with Polar: For the Three Months Ended For the Six Months Ended Revenue and Expenses: June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Revenue from Polar $ 108,930 $ 101,980 $ 211,158 $ 200,717 Ground handling and airport fees to Polar 513 321 979 624 Accounts receivable/payable as of: June 30, 2017 December 31, 2016 Receivables from Polar $ 9,702 $ 8,161 Payables to Polar 893 2,019 Aggregate Carrying Value of Polar Investment as of: June 30, 2017 December 31, 2016 Aggregate Carrying Value of Polar Investment $ 4,870 $ 4,870

Southern Air Acquisition (Table

Southern Air Acquisition (Tables)	6 Months Ended
Southern Air Acquisition (Tables)	Jun. 30, 2017
Business Combinations [Abstract]
Summary of Employee Termination Benefit Liabilities	A summary of the 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 836 Cash payments (1,528 ) Liability as of June 30, 2017 $ 522

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	6 Months Ended
Accrued Liabilities (Tables)	Jun. 30, 2017
Accrued Liabilities Current And Noncurrent [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following as of: June 30, 2017 December 31, 2016 Maintenance $ 140,000 $ 54,495 Customer maintenance reserves 93,492 81,830 Salaries, wages and benefits 40,978 55,063 U.S. class action settlement 30,000 35,000 Deferred revenue 20,877 10,298 Aircraft fuel 21,141 16,149 Other 59,952 68,052 Accrued liabilities $ 406,440 $ 320,887

Debt (Tables)

Debt (Tables)	6 Months Ended
Debt (Tables)	Jun. 30, 2017
Debt Tables [Abstract]
Terms And Balances For Each Term Loan Outstanding	The following table summarizes the terms and principal balances for each term loan entered into during 2017 (in millions): Issue Face Collateral Original Interest Rate Interest Date Value Type Term Type Rate First 2017 Term Loan April 2017 $ 20.1 767-300 91 months Fixed 3.02% Second 2017 Term Loan April 2017 21.3 767-300 91 months Fixed 3.16% Third 2017 Term Loan May 2017 21.5 767-300 91 months Fixed 3.16% Fourth 2017 Term Loan June 2017 21.3 767-300 91 months Fixed 3.09% Fifth 2017 Term Loan June 2017 21.7 767-300 91 months Fixed 3.11% Sixth 2017 Term Loan June 2017 21.7 767-300 91 months Fixed 3.11% Seventh 2017 Term Loan June 2017 18.7 None 58 months Fixed 2.17% Total $ 146.3
Schedule of Convertible Notes	As of June 30, 2017, t he 2017 Convertible Notes and the 2015 Convertible Notes consisted of the following 2017 Convertible Note 2015 Convertible Note Remaining life in months 83 59 Liability component: Gross proceeds $ 289,000 $ 224,500 Less: debt discount, net of amortization (69,271 ) (39,587 ) Less: debt issuance cost, net of amortization (5,592 ) (3,799 ) Net carrying amount $ 214,137 $ 181,114 Equity component (1) $ 70,140 $ 52,903 (1) Included in Additional paid-in capital on the consolidated balance sheet as of June 30, 2017.
Summary of Interest Expense Recognized	The following table presents the amount of interest expense recognized related to the 2017 Convertible Notes and the 2015 Convertible Notes: For the Three Months Ended For the Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Contractual interest coupon $ 1,850 $ 1,263 $ 3,113 $ 2,526 Amortization of debt discount 2,567 1,592 4,238 3,159 Amortization of debt issuance costs 251 168 424 335 Total interest expense recognized $ 4,668 $ 3,023 $ 7,775 $ 6,020

Financial Instruments (Tables)

Financial Instruments (Tables)	6 Months Ended
Financial Instruments (Tables)	Jun. 30, 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: June 30, 2017 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 271,655 $ 271,655 $ 271,655 $ - $ - Short-term investments 7,920 7,920 - - 7,920 Restricted cash 11,092 11,092 11,092 - - Long-term investments and accrued interest 23,008 27,146 - - 27,146 $ 313,675 $ 317,813 $ 282,747 $ - $ 35,066 Liabilities Term loans and notes $ 1,719,099 $ 1,799,266 $ - $ - $ 1,799,266 Convertible notes 395,251 548,851 548,851 - - Amazon Warrant 87,225 87,225 - 87,225 - $ 2,201,575 $ 2,435,342 $ 548,851 $ 87,225 $ 1,799,266 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 and notes $ 1,674,013 $ 1,739,744 $ - $ - $ 1,739,744 Convertible notes 177,398 228,429 228,429 - - Amazon Warrant 95,775 95,775 - 95,775 - $ 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: June 30, 2017 December 31, 2016 Carrying Value Gross Unrealized Gain Fair Value Carrying Value Gross Unrealized Gain Fair Value Debt securities Due after one but within five years $ 23,008 $ 4,138 $ 27,146 $ 27,951 $ 5,210 $ 33,161 Total $ 23,008 $ 4,138 $ 27,146 $ 27,951 $ 5,210 $ 33,161

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
Segment Reporting (Tables)	Jun. 30, 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 For the Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Operating Revenue: ACMI $ 229,179 $ 211,722 $ 429,873 $ 394,462 Charter 255,820 202,451 499,718 404,754 Dry Leasing 28,560 25,066 55,317 53,258 Customer incentive asset amortization (898 ) - (1,343 ) - Other 4,705 4,033 9,196 9,413 Total Operating Revenue $ 517,366 $ 443,272 $ 992,761 $ 861,887 Direct Contribution: ACMI $ 53,524 $ 45,490 $ 89,487 $ 70,230 Charter 36,884 24,856 54,070 45,633 Dry Leasing 9,661 6,878 19,384 17,286 Total Direct Contribution for Reportable Segments 100,069 77,224 162,941 133,149 Unallocated income and expenses, net (62,746 ) (58,503 ) (118,955 ) (106,048 ) Loss on early extinguishment of debt - - - (132 ) Unrealized gain on financial instruments 13,763 26,475 8,550 26,475 Special charge - - - (6,631 ) Transaction-related expenses (1,396 ) (16,788 ) (2,312 ) (17,581 ) Gain on disposal of aircraft 93 - 147 - Income from continuing operations before income taxes 49,783 28,408 50,371 29,232 Add back (subtract): Interest income (1,342 ) (1,405 ) (2,598 ) (3,009 ) Interest expense 24,670 20,938 46,194 42,240 Capitalized interest (1,931 ) (690 ) (3,711 ) (1,047 ) Loss on early extinguishment of debt - - - 132 Unrealized gain on financial instruments (13,763 ) (26,475 ) (8,550 ) (26,475 ) Other expense (income) 1,061 48 809 (192 ) Operating Income $ 58,478 $ 20,824 $ 82,515 $ 40,881

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
Earnings Per Share (Tables)	Jun. 30, 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 For the Six Months Ended Numerator: June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Income from continuing operations, net of taxes $ 39,044 $ 20,919 $ 39,079 $ 21,390 Less: Unrealized gain on financial instruments, net of tax (14,293 ) (27,513 ) (8,869 ) (27,513 ) Diluted income (loss) from continuing operations, net of tax $ 24,751 $ (6,594 ) $ 30,210 $ (6,123 ) Denominator: Basic EPS weighted average shares outstanding 25,257 24,812 25,210 24,761 Effect of dilutive warrant 1,081 273 1,096 137 Effect of dilutive stock options and restricted stock 453 140 517 138 Diluted EPS weighted average shares outstanding 26,791 25,225 26,823 25,036 Earnings (loss) per share from continuing operations: Basic $ 1.55 $ 0.84 $ 1.55 $ 0.86 Diluted $ 0.92 $ (0.26 ) $ 1.13 $ (0.24 ) Loss per share from discontinued operations: Basic $ (0.00 ) $ (0.01 ) $ (0.04 ) $ (0.01 ) Diluted $ (0.00 ) $ (0.01 ) $ (0.03 ) $ (0.01 ) Earnings (loss) per share: Basic $ 1.54 $ 0.83 $ 1.51 $ 0.85 Diluted $ 0.92 $ (0.28 ) $ 1.09 $ (0.26 )

Accumulated Other Comprehensi34

Accumulated Other Comprehensive Income (Loss) (Tables)	6 Months Ended
Accumulated Other Comprehensive Income (Loss) (Tables)	Jun. 30, 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 895 - 895 Tax effect (347 ) - (347 ) Balance as of June 30, 2016 $ (5,524 ) $ 9 $ (5,515 ) Balance as of December 31, 2016 $ (5,002 ) $ 9 $ (4,993 ) Reclassification to interest expense 820 - 820 Tax effect (318 ) - (318 ) Balance as of June 30, 2017 $ (4,500 ) $ 9 $ (4,491 )

Basis of Presentation - Additio

Basis of Presentation - Additional Information (Details) - Polar [Member]	6 Months Ended
	Jun. 30, 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Accounting Policies [Abstract]
Deferred maintenance amortization expense	$ 1,100	$ 0	$ 1,902	$ 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Heavy Maintenance Abstract
Beginning Balance			$ 19,100
Deferred maintenance costs			24,042
Amortization of deferred maintenance	$ (1,100)	$ 0	(1,902)	$ 0
Ending Balance	$ 41,240		$ 41,240

Summary of Significant Accoun38

Summary of Significant Account Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Cash and cash equivalents	$ 271,655	$ 123,890
Restricted cash	11,092	14,360
Total Cash, cash equivalents and restricted cash shown in consolidated statements of cash flows	$ 282,747	$ 138,250

Related Parties - DHL Investmen

Related Parties - DHL Investment and Polar - Additional Information (Details)	6 Months Ended
	Jun. 30, 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Related Party Transaction [Line Items]
Revenue from related party	$ 108,930	$ 101,980	$ 211,158	$ 200,717
Ground handling and airport fees to Polar	513	$ 321	979	$ 624
Receivables from related party	9,702		9,702		$ 8,161
Payables to related party	893		893		2,019
Aggregate Carrying Value of Polar Investment	$ 4,870		$ 4,870		$ 4,870

Related Parties - GATS - Additi

Related Parties - GATS - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
GATS [Member]
Related Party Transaction [Line Items]
Voting interest	50.00%
Investment in joint venture	$ 21.5	$ 22.2
GATS [Member]
Related Party Transaction [Line Items]
Payables to related party	$ 0.5	$ 2.4

Southern Air Acquisition - Addi

Southern Air Acquisition - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Business Acquisition [Line Items]
Transaction-related expenses	$ 1,396	$ 16,788	$ 2,312	$ 17,581
Southern Air and Subsidiaries [Member]
Business Acquisition [Line Items]
Transaction-related expenses	$ 1,400	13,300	$ 2,300	14,100
Unaudited estimated pro forma operating revenue		$ 444,900		$ 889,000

Southern Air Acquisition - Summ

Southern Air Acquisition - Summary of Employee Termination Benefit Liabilities (Details) - Employee Severance $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Restructuring Cost And Reserve [Line Items]
Liability as of beginning balance	$ 1,214
Wind-down expenses	836
Cash payments	(1,528)
Liability as of ending balance	$ 522

Special Charge - Additional Inf

Special Charge - Additional Information (Details) - CF6-80 Engines $ in Millions	3 Months Ended			12 Months Ended
	Mar. 31, 2017Engine	Dec. 31, 2016USD ($)Engine	Mar. 31, 2016USD ($)Engine	Dec. 31, 2016USD ($)Engine	Jun. 30, 2017USD ($)
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 \| $		$ 3.5	$ 6.5
Prepaid Expenses and Other Current Assets
Impairment Of Aircraft Engines Held For Sale [Line Items]
Carrying value of asset held for sale \| $		$ 2.8		$ 2.8	$ 1.4

Amazon - Additional Information

Amazon - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	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		$ 91		$ 92.4	$ 92.9
Amortization of customer incentive	0.9		1.3
Warrant liability unrealized (gain) loss	(13.8)	$ (26.5)	(8.6)	$ (26.5)
Fair value of warrant liability	$ 87.2		$ 87.2		$ 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	Jun. 30, 2017	Dec. 31, 2016
Accrued Liabilities Current And Noncurrent [Abstract]
Maintenance	$ 140,000	$ 54,495
Customer maintenance reserves	93,492	81,830
Salaries, wages and benefits	40,978	55,063
U.S. class action settlement	30,000	35,000
Deferred revenue	20,877	10,298
Aircraft fuel	21,141	16,149
Other	59,952	68,052
Accrued liabilities	$ 406,440	$ 320,887

Debt - Schedule of Term Loans (

Debt - Schedule of Term Loans (Details)	6 Months Ended
Debt - Schedule of Term Loans (Details)	Jun. 30, 2017USD ($)
Debt Instrument [Line Items]
Face Value	$ 146,300,000
First 2017 Term Loan [Member]
Debt Instrument [Line Items]
Issue Date	2017-04
Face Value	$ 20,100,000
Collateral Type	767-300
Original Term	91 months
Interest Rate Type	Fixed
Interest Rate	3.02%
Second 2017 Term Loan [Member]
Debt Instrument [Line Items]
Issue Date	2017-04
Face Value	$ 21,300,000
Collateral Type	767-300
Original Term	91 months
Interest Rate Type	Fixed
Interest Rate	3.16%
Third 2017 Term Loan [Member]
Debt Instrument [Line Items]
Issue Date	2017-05
Face Value	$ 21,500,000
Collateral Type	767-300
Original Term	91 months
Interest Rate Type	Fixed
Interest Rate	3.16%
Fourth 2017 Term Loan [Member]
Debt Instrument [Line Items]
Issue Date	2017-06
Face Value	$ 21,300,000
Collateral Type	767-300
Original Term	91 months
Interest Rate Type	Fixed
Interest Rate	3.09%
Fifth 2017 Term Loan [Member]
Debt Instrument [Line Items]
Issue Date	2017-06
Face Value	$ 21,700,000
Collateral Type	767-300
Original Term	91 months
Interest Rate Type	Fixed
Interest Rate	3.11%
Sixth 2017 Term Loan [Member]
Debt Instrument [Line Items]
Issue Date	2017-06
Face Value	$ 21,700,000
Collateral Type	767-300
Original Term	91 months
Interest Rate Type	Fixed
Interest Rate	3.11%
Seventh 2017 Term Loan [Member]
Debt Instrument [Line Items]
Issue Date	2017-06
Face Value	$ 18,700,000
Collateral Type	None
Original Term	58 months
Interest Rate Type	Fixed
Interest Rate	2.17%

Debt - Term Loans and Capital L

Debt - Term Loans and Capital Lease - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Mar. 31, 2017	Jun. 30, 2017
Debt Instrument [Line Items]
Lease extended expiration date	2032-06
Capital lease obligation	$ 32.4
Capital Lease [Member]
Debt Instrument [Line Items]
Issue date	2017-03
Collateral Aircraft Tail Number		747-400 freighter

Debt - Convertible Notes - Addi

Debt - Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	May 31, 2017USD ($)	Jun. 30, 2017USD ($)Day$ / sharesshares	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)
Debt Instrument [Line Items]
Aggregate proceeds from the sale of warrants		$ 38,148	$ 0
Long-term Debt and Capital Lease [Member] \| Revolver [Member]
Debt Instrument [Line Items]
Repayment line of credit outstanding balance	$ 150,000
2017 Convertible Notes [Member]
Debt Instrument [Line Items]
Convertible notes aggregate principal amount	$ 289,000	$ 289,000
Debt instrument interest rate	1.875%
Debt instrument, maturity date	Jun. 1, 2024
Number of common shares converted upon debt conversion for each $1000 principal amount		16.3713
Common stock price per share \| $ / shares		$ 61.08
Debt Instrument, repurchase percentage		100.00%
Warrant option holder to purchase common stock \| shares		4,731,306
Aggregate amount for convertible hedge		$ 70,100
Aggregate proceeds from the sale of warrants		38,100
Net cost incurred as reduction to additional paid-in capital		$ 32,000
Earliest conversion date		Sep. 1, 2023
Debt instrument, convertible, threshold trading days \| Day		20
Debt instrument, convertible, threshold consecutive trading days \| Day		30
Debt instrument, convertible, threshold percentage of stock price trigger		130.00%
Debt instrument, convertible, threshold business days		5 days
Debt instrument, convertible, threshold consecutive measurement period		5 days
Debt instrument, convertible, threshold percentage of stock price trigger in measurement period		98.00%
Effective interest rate of debt		6.14%
Debt issuance costs		$ 7,500
Liability issuance costs		5,700
Equity issuance costs		$ 1,800
2017 Convertible Notes [Member] \| Warrant [Member]
Debt Instrument [Line Items]
Common stock price per share \| $ / shares		$ 92.20
Warrant option holder to purchase common stock \| shares		4,731,306
Two Thousand Fifteen Convertible Notes
Debt Instrument [Line Items]
Convertible notes aggregate principal amount		$ 224,500		$ 224,500
Debt instrument interest rate				2.25%
Debt instrument, maturity date		Jun. 1, 2022

Debt - Schedule of Convertible

Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2017	May 31, 2017	Jun. 30, 2015
2017 Convertible Notes [Member]
Debt Instrument [Line Items]
Remaining life in months		83 months
Gross proceeds		$ 289,000	$ 289,000
Less: debt discount, net of amortization		(69,271)
Less: debt issuance cost, net of amortization		(5,592)
Net carrying amount		214,137
Equity component	[1]	$ 70,140
Two Thousand Fifteen Convertible Notes
Debt Instrument [Line Items]
Remaining life in months		59 months
Gross proceeds		$ 224,500		$ 224,500
Less: debt discount, net of amortization		(39,587)
Less: debt issuance cost, net of amortization		(3,799)
Net carrying amount		181,114
Equity component	[1]	$ 52,903

[1]	Included in Additional paid-in capital on the consolidated balance sheet as of June 30, 2017.

Debt - Summary of Interest Expe

Debt - Summary of Interest Expense Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Short Term Debt [Line Items]
Total interest expense recognized	$ 24,670	$ 20,938	$ 46,194	$ 42,240
Convertible Notes
Short Term Debt [Line Items]
Contractual interest coupon	1,850	1,263	3,113	2,526
Amortization of debt discount	2,567	1,592	4,238	3,159
Amortization of debt issuance costs	251	168	424	335
Total interest expense recognized	$ 4,668	$ 3,023	$ 7,775	$ 6,020

Debt - Revolving Credit Facilit

Debt - Revolving Credit Facility - Additional Information (Details) - Revolver [Member] - USD ($)	1 Months Ended
	Dec. 31, 2016	Jun. 30, 2017
Debt Instrument [Line Items]
Term of revolving credit facility	3 years
Borrowing capacity	$ 150,000,000
Outstanding balance		$ 0
Unused availability		$ 142,000,000

Commitments - Additional Inform

Commitments - Additional Information (Details) $ in Millions	Jun. 30, 2017USD ($)
Commitments And Contingencies Disclosure [Abstract]
Flight equipment purchase commitment	$ 176.2
Estimated payments during the remainder of fiscal year	$ 105.7

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended		6 Months Ended
Income Taxes - Additional Information (Details)	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Reconciliation of differences between the U.S. federal statutory income tax rate and the effective income tax rates
Effective income tax rate	21.60%	26.40%	22.40%	26.80%

Financial Instruments - Summary

Financial Instruments - Summary of Carrying Value, Estimated Fair Value and Classification of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	May 04, 2016
Assets
Short-term investments	$ 7,920	$ 4,313
Restricted cash	11,092	14,360
Long-term investments and accrued interest	23,008	27,951
Liabilities
Amazon Warrant	91,000	92,400	$ 92,900
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	271,655	123,890
Short-term investments	7,920	4,313
Restricted cash	11,092	14,360
Long-term investments and accrued interest	23,008	27,951
Financial instruments assets	313,675	170,514
Liabilities
Term loans and notes	1,719,099	1,674,013
Convertible notes	395,251	177,398
Amazon Warrant	87,225	95,775
Financial instruments liabilities	2,201,575	1,947,186
Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	271,655	123,890
Short-term investments	7,920	4,313
Restricted cash	11,092	14,360
Long-term investments and accrued interest	27,146	33,161
Financial instruments assets	317,813	175,724
Liabilities
Term loans and notes	1,799,266	1,739,744
Convertible notes	548,851	228,429
Amazon Warrant	87,225	95,775
Financial instruments liabilities	2,435,342	2,063,948
Fair Value, Inputs, Level 1 [Member]
Assets
Cash and cash equivalents	271,655	123,890
Short-term investments	0	0
Restricted cash	11,092	14,360
Long-term investments and accrued interest	0	0
Financial instruments assets	282,747	138,250
Liabilities
Term loans and notes	0	0
Convertible notes	548,851	228,429
Amazon Warrant	0	0
Financial instruments liabilities	548,851	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 and notes	0	0
Convertible notes	0	0
Amazon Warrant	87,225	95,775
Financial instruments liabilities	87,225	95,775
Fair Value, Inputs, Level 3 [Member]
Assets
Cash and cash equivalents	0	0
Short-term investments	7,920	4,313
Restricted cash	0	0
Long-term investments and accrued interest	27,146	33,161
Financial instruments assets	35,066	37,474
Liabilities
Term loans and notes	1,799,266	1,739,744
Convertible notes	0	0
Amazon Warrant	0	0
Financial instruments liabilities	$ 1,799,266	$ 1,739,744

Financial Instruments - Summa56

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	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Debt securities
Due after one but within five years, carrying value	$ 23,008	$ 27,951
Total, carrying value	23,008	27,951
Due after one but within five years, gross unrealized gain (loss)	4,138	5,210
Total, gross unrealized gain	4,138	5,210
Due after one but within five years, fair value	27,146	33,161
Total, fair value	$ 27,146	$ 33,161

Segment Reporting - Additional

Segment Reporting - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)Segment	Jun. 30, 2016USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| Segment			3
Operating Revenue	$ 517,366	$ 443,272	$ 992,761	$ 861,887
DHL [Member]
Segment Reporting Information [Line Items]
Operating Revenue	61,600	47,000	116,500	70,600
Charter [Member]
Segment Reporting Information [Line Items]
Operating Revenue	255,820	202,451	499,718	404,754
Charter [Member] \| AMC Charter [Member]
Segment Reporting Information [Line Items]
Operating Revenue	$ 140,700	$ 119,600	$ 272,600	$ 230,700

Segment Reporting - Operating R

Segment Reporting - Operating Revenue and Direct Contribution For Our Reportable Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Operating Revenue:
Operating Revenue	$ 517,366	$ 443,272	$ 992,761	$ 861,887
Customer incentive asset amortization	(898)	0	(1,343)	0
Other	4,705	4,033	9,196	9,413
Direct Contribution:
Total Direct Contribution for Reportable Segments	100,069	77,224	162,941	133,149
Unallocated income and expenses, net	(62,746)	(58,503)	(118,955)	(106,048)
Loss on early extinguishment of debt	0	0	0	(132)
Unrealized gain on financial instruments	13,763	26,475	8,550	26,475
Special charge	0	0	0	(6,631)
Transaction-related expenses	(1,396)	(16,788)	(2,312)	(17,581)
Gain on disposal of aircraft	93	0	147	0
Income from continuing operations before income taxes	49,783	28,408	50,371	29,232
Interest income	(1,342)	(1,405)	(2,598)	(3,009)
Interest expense	24,670	20,938	46,194	42,240
Capitalized interest	(1,931)	(690)	(3,711)	(1,047)
Unrealized gain on financial instruments	(13,763)	(26,475)	(8,550)	(26,475)
Other expense (income)	1,061	48	809	(192)
Operating Income	58,478	20,824	82,515	40,881
ACMI [Member]
Operating Revenue:
Operating Revenue	229,179	211,722	429,873	394,462
Direct Contribution:
Total Direct Contribution for Reportable Segments	53,524	45,490	89,487	70,230
Charter [Member]
Operating Revenue:
Operating Revenue	255,820	202,451	499,718	404,754
Direct Contribution:
Total Direct Contribution for Reportable Segments	36,884	24,856	54,070	45,633
Dry Leasing [Member]
Operating Revenue:
Operating Revenue	28,560	25,066	55,317	53,258
Direct Contribution:
Total Direct Contribution for Reportable Segments	$ 9,661	$ 6,878	$ 19,384	$ 17,286

Labor and Legal Proceedings - A

Labor and Legal Proceedings - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended		6 Months Ended
	Jan. 31, 2017	Jan. 31, 2016	Jun. 30, 2017	Dec. 31, 2016
Loss Contingencies [Line Items]
Total legal settlement accrued for the U. S. class action			$ 30
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			9.2
Amounts on deposit for Brazilian claims included in deferred costs and other assets			$ 5	$ 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share [Abstract]
Anti-dilutive shares related to warrants and stock options that were out of the money	7.8	3	7.8	3
Restricted shares and units in which performance or market conditions were not satisfied	7.6	7.9	7.6	7.9

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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator:
Income from continuing operations, net of taxes	$ 39,044	$ 20,919	$ 39,079	$ 21,390
Less: Unrealized gain on financial instruments, net of tax	(14,293)	(27,513)	(8,869)	(27,513)
Diluted income (loss) from continuing operations, net of tax	$ 24,751	$ (6,594)	$ 30,210	$ (6,123)
Denominator:
Basic EPS weighted average shares outstanding	25,257	24,812	25,210	24,761
Effect of dilutive warrant	1,081	273	1,096	137
Effect of dilutive stock options and restricted stock	453	140	517	138
Diluted EPS weighted average shares outstanding	26,791	25,225	26,823	25,036
Earnings (loss) per share from continuing operations:
Basic	$ 1.55	$ 0.84	$ 1.55	$ 0.86
Diluted	0.92	(0.26)	1.13	(0.24)
Loss per share from discontinued operations:
Basic	0	(0.01)	(0.04)	(0.01)
Diluted	0	(0.01)	(0.03)	(0.01)
Earnings (loss) per share:
Basic	1.54	0.83	1.51	0.85
Diluted	$ 0.92	$ (0.28)	$ 1.09	$ (0.26)

Accumulated Other Comprehensi62

Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance			$ 1,517,338
Reclassification to interest expense	$ 402	$ 441	820	$ 895
Income tax expense	(156)	(171)	(318)	(347)
Ending balance	1,593,302		1,593,302
Interest Rate Derivatives
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance			(5,002)	(6,072)
Reclassification to interest expense			820	895
Income tax expense			(318)	(347)
Ending balance	(4,500)	(5,524)	(4,500)	(5,524)
Foreign Currency Translation
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance			9	9
Income tax expense			0	0
Ending balance	9	9	9	9
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance			(4,993)	(6,063)
Reclassification to interest expense			820	895
Income tax expense			(318)	(347)
Ending balance	$ (4,491)	$ (5,515)	$ (4,491)	$ (5,515)

Accumulated Other Comprehensi63

Accumulated Other Comprehensive Income (Loss) - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Accumulated Other Comprehensive Income Loss [Abstract]
Unamortized realized loss in Accumulated other comprehensive income (loss) related to forward-starting interest rate swaps	$ 7.3		$ 7.3
Net realized losses reclassified into earnings	0.4	$ 0.4	0.8	$ 0.9
Realized losses related to forward-starting interest rate swaps expected to be reclassified into earnings within the next 12 months	$ 1.6		$ 1.6

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($)	1 Months Ended
	Jul. 31, 2017	Jun. 30, 2017
Subsequent Event [Line Items]
Face Value		$ 146,300,000
Subsequent Event \| Eighth 2017 Term Loan
Subsequent Event [Line Items]
Issue Date	2017-07
Face Value	$ 12,500,000
Collateral Type	767-300
Original Term	60 months
Interest Rate Type	Fixed
Interest Rate	3.62%