ATSG 10-K Annual Report Dec. 31, 2023 | Alphaminr
Air Transport Services Group, Inc.
ALPHAMINR

ATSG 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
AIR TRANSPORT SERVICES GROUP, INC.
10-Ks and 10-Qs
10-Q
 		Quarter ended Sept. 30, 2024
10-Q
 		Quarter ended June 30, 2024
10-Q
 		Quarter ended March 31, 2024
10-K
 		Fiscal year ended Dec. 31, 2023
10-Q
 		Quarter ended Sept. 30, 2023
10-Q
 		Quarter ended June 30, 2023
10-Q
 		Quarter ended March 31, 2023
10-K
 		Fiscal year ended Dec. 31, 2022
10-Q
 		Quarter ended Sept. 30, 2022
10-Q
 		Quarter ended June 30, 2022
10-Q
 		Quarter ended March 31, 2022
10-K
 		Fiscal year ended Dec. 31, 2021
10-Q
 		Quarter ended Sept. 30, 2021
10-Q
 		Quarter ended June 30, 2021
10-Q
 		Quarter ended March 31, 2021
10-K
 		Fiscal year ended Dec. 31, 2020
10-Q
 		Quarter ended Sept. 30, 2020
10-Q
 		Quarter ended June 30, 2020
10-Q
 		Quarter ended March 31, 2020
10-K
 		Fiscal year ended Dec. 31, 2019
10-Q
 		Quarter ended Sept. 30, 2019
10-Q
 		Quarter ended June 30, 2019
10-Q
 		Quarter ended March 31, 2019
10-K
 		Fiscal year ended Dec. 31, 2018
10-Q
 		Quarter ended Sept. 30, 2018
10-Q
 		Quarter ended June 30, 2018
10-Q
 		Quarter ended March 31, 2018
10-K
 		Fiscal year ended Dec. 31, 2017
10-Q
 		Quarter ended Sept. 30, 2017
10-Q
 		Quarter ended June 30, 2017
10-Q
 		Quarter ended March 31, 2017
10-K
 		Fiscal year ended Dec. 31, 2016
10-Q
 		Quarter ended Sept. 30, 2016
10-Q
 		Quarter ended June 30, 2016
10-Q
 		Quarter ended March 31, 2016
10-K
 		Fiscal year ended Dec. 31, 2015
10-Q
 		Quarter ended Sept. 30, 2015
10-Q
 		Quarter ended June 30, 2015
10-Q
 		Quarter ended March 31, 2015
10-K
 		Fiscal year ended Dec. 31, 2014
10-Q
 		Quarter ended Sept. 30, 2014
10-Q
 		Quarter ended June 30, 2014
10-Q
 		Quarter ended March 31, 2014
10-K
 		Fiscal year ended Dec. 31, 2013
10-Q
 		Quarter ended Sept. 30, 2013
10-Q
 		Quarter ended June 30, 2013
10-Q
 		Quarter ended March 31, 2013
10-K
 		Fiscal year ended Dec. 31, 2012
10-Q
 		Quarter ended Sept. 30, 2012
10-Q
 		Quarter ended June 30, 2012
10-Q
 		Quarter ended March 31, 2012
10-K
 		Fiscal year ended Dec. 31, 2011
10-Q
 		Quarter ended Sept. 30, 2011
10-Q
 		Quarter ended June 30, 2011
10-Q
 		Quarter ended March 31, 2011
10-K
 		Fiscal year ended Dec. 31, 2010
10-Q
 		Quarter ended Sept. 30, 2010
10-Q
 		Quarter ended June 30, 2010
10-Q
 		Quarter ended March 31, 2010
10-K
 		Fiscal year ended Dec. 31, 2009
PROXIES
DEF 14A
 		Filed on April 11, 2024
DEF 14A
 		Filed on April 13, 2023
DEF 14A
 		Filed on April 14, 2022
DEF 14A
 		Filed on April 15, 2021
DEF 14A
 		Filed on March 27, 2020
DEF 14A
 		Filed on March 29, 2019
DEF 14A
 		Filed on March 30, 2018
DEF 14A
 		Filed on March 23, 2017
DEF 14A
 		Filed on April 1, 2016
DEF 14A
 		Filed on March 27, 2015
DEF 14A
 		Filed on March 28, 2014
DEF 14A
 		Filed on March 28, 2013
DEF 14A
 		Filed on March 30, 2012
DEF 14A
 		Filed on March 30, 2011
DEF 14A
 		Filed on March 31, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of Air Transport Services Group, Inc. reflecting an amendment on May 16, 2019, filed herewith. [This document represents the Restated Certificate of Incorporation of Air Transport Services Group, Inc. in compiled form, incorporating all amendments. This compiled document has not been filed with the Delaware Secretary of State.] 3.2 Amended and Restated Bylaws of Air Transport Services Group, Inc.(7) 4.1 Indenture, dated September 29, 2017, by and between Air Transport Services Group, Inc. and U.S. Bank National Association.(12) 4.2 Form of 1.125% Convertible Senior Notes due 2024 (included in Exhibit 4.1).(12) 4.3 Description of Capital Stock registered under the Securities Exchange Act.(19) 4.4 Indenture, dated January 28, 2020, by and among Cargo Aircraft Management, Inc., Air Transport Services Group, Inc., the guarantors named therein and Regions Bank, as trustee. (18) 4.5 Form of 4.750% Senior Notes due 2028 (included in Exhibit 4.4).(18) 4.6 Supplemental Indenture, dated as of April 13, 2021, among Cargo Aircraft Management, Inc., the guarantors party thereto, and Regions Bank, an Alabama state banking corporation, as trustee. (23) 4.7 Indenture, dated August 14, 2023, between Air Transport Services Group, Inc. and U.S. Bank Trust Company, National Association.(30) 4.8 Form of 3.875% Convertible Senior Note due 2029 (included in Exhibit 4.7).(30) 10.1* Director compensation fee summary.(2) 10.1* Form of Restricted Stock Unit Award Agreement under Air Transport Services Group, Inc. 2005 Amended and Restated Long-Term Incentive Plan.(9) 10.2 Conversion Agreement dated August 3, 2010, between Cargo Aircraft Management, Inc., M&B Conversions Limited and Israel Aerospace Industries Ltd.(3) 10.3 First Amendment to Confidentiality and Standstill Agreement, dated as of June 11, 2012, between Air Transport Services Group, Inc. and Red Mountain Capital Partners LLC.(4) 10.4* Form of amended and restated change-in-control agreement in effect between Air Transport Services Group, Inc. and its executive officers.(5) 10.5 Amended and Restated Lease Agreement, dated December 27, 2012, between Clinton County Port Authority and Air Transport Services Group, Inc.(6) 10.6 Loan Agreement, Chapter 166, Ohio Revised Code, dated December 1, 2012, between the Director of Development Services Agency of Ohio and Clinton County Port Authority.(6) 10.7 Guaranty Agreement, dated December 1, 2012, among Air Transport Services Group, Inc., Airborne Maintenance and Engineering Services, Inc., Air Transport International, LLC, Clinton County Port Authority, the Director of Development Services Agency of Ohio, and the Huntington National Bank.(6) 10.8 Lease Agreement for the Jump Hangar Facility, dated December 1, 2012, between Clinton County Port Authority and Air Transport International, LLC.(6) 10.9 Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement, dated December 1, 2012, among Air Transport International, LLC and the Director of Development Services Agency of Ohio.(6) 10.10 Bond Purchase Agreement, dated December 13, 2012, among the State of Ohio, acting by and through its Treasurer of State, the Development Services Agency of Ohio, acting by and through a duly authorized representative, Clinton County Port Authority, Air Transport International, LLC and Stifel, Nicolaus & Company, Inc.(6) 10.11* Air Transport Services Group, Inc. Nonqualified Deferred Compensation Plan, dated October 31, 2013.(8) 10.12 Investment Agreement, dated as of March 8, 2016, by and between Air Transport Services Group, Inc., and Amazon.com, Inc. Those portions of the Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.(10) 10.13 Warrant to Purchase Common Stock, issued March 8, 2016, by and between Air Transport Services Group, Inc. and Amazon.com. Those portions of the Warrant marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.(10) 10.14* Form of Time-Based Restricted Stock Award Agreement under Air Transport Services Group, Inc.Amended and Restated2015Long-Term Incentive Plan.(11) 10.15* Form of Performance-Based Stock Unit Award Agreement under Air Transport Services Group, Inc.Amended and Restated2015Long-Term Incentive Plan.(11) 10.16* Form of Restricted Stock Unit Award Agreement under Air Transport Services Group, Inc.Amended and Restated2015Long-Term Incentive Plan.(11) 10.17 Purchase Agreement, dated September 25, 2017, by and among Air Transport Services Group, Inc. and Goldman Sachs & Co. LLC and SunTrust Robinson Humphrey, Inc., as representatives of the initial purchasers named therein.(12) 10.18 Base Convertible Bond Hedge Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Goldman Sachs & Co. LLC.(12) 10.19 Base Convertible Bond Hedge Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Bank of America, N.A.(12) 10.20 Base Convertible Bond Hedge Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and JPMorgan Chase Bank, National Association, London Branch.(12) 10.21 Base Convertible Bond Hedge Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Bank of Montreal.(12) 10.22 Additional Convertible Bond Hedge Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Goldman Sachs & Co. LLC. (12) 10.23 Additional Convertible Bond Hedge Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Bank of America, N.A.(12) 10.24 Additional Convertible Bond Hedge Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and JPMorgan Chase Bank, National Association, London Branch.(12) 10.25 Additional Convertible Bond Hedge Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Bank of Montreal.(12) 10.26 Bank Warrant Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Goldman Sachs & Co. LLC.(12) 10.27 Bank Warrant Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Bank of America, N.A.(12) 10.28 Bank Warrant Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and JPMorgan Chase Bank, National Association, London Branch.(12) 10.29 Bank Warrant Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Bank of Montreal.(12) 10.30 Additional Warrant Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Goldman Sachs & Co. LLC.(12) 10.31 Additional Warrant Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Bank of America, N.A.(12) 10.32 Additional Warrant Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and JPMorgan Chase Bank, National Association, London Branch.(12) 10.33 Additional Warrant Confirmation, dated September 25, 2017, between Air Transport Services Group, Inc., and Bank of Montreal.(12) 10.34* Air Transport Services Group, Inc. Severance Plan for Senior Management.(13) 10.35 Confirmation Agreement, dated August 23, 2017, between Mutual of America Life Insurance Company and ABX Air, Inc., relating to the ABX Air Retirement Income Plan.(13) 10.36 Second Amended and Restated Credit Agreement, dated as of November 9, 2018, among Cargo Aircraft Management, Inc., as borrower; Air Transport Services Group, Inc.; the lenders from time to time party thereto; SunTrust Bank, as Administrative Agent; Bank of America, N.A. and PNC Bank, National Association, as Co-Syndication Agents; and Regions Bank, JPMorgan Chase Bank, N.A. and Branch Banking and Trust Company, as Co-Documentation Agents.(14) 10.37 Second Amended and Restated Guarantee and Collateral Agreement made by Cargo Aircraft Management, Inc. and certain of its Affiliates in favor of SunTrust Bank, as Administrative Agent, dated as of November 9, 2018.(14) 10.38 Investment Agreement, dated as of December 20, 2018, by and between Air Transport Services Group, Inc. and Amazon.com, Inc. Those portions of the Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.(14) 10.39 Warrant to Purchase Common Stock, issued December 20, 2018, by and between Air Transport Services Group, Inc. and Amazon.com, Inc. Those portions of the Warrant marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.(14) 10.40 Amended and Restated Stockholders Agreement, dated as of December 20, 2018, by and between Air Transport Services Group, Inc. and Amazon.com, Inc. Those portions of the Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.(15) 10.41 First Amendment to Second Amended and Restated Credit Agreement, dated as of February 13, 2019, by and among Cargo Aircraft Management, Inc., as Borrower; Air Transport Services Group, Inc.; each of the Guarantors party hereto; each of the financial institutions party hereto as "Lenders"; and SunTrust Bank, in its capacity as Administrative Agent.(16) 10.42 Second Amendment to Second Amended and Restated Credit Agreement, dated as of May 24, 2019, by and among Cargo Aircraft Management, Inc., as Borrower; Air Transport Services Group, Inc.; each of the financial institutions party hereto as "Lenders"; and SunTrust Bank, in its capacity as Administrative Agent.(16) 10.43 Third Amendment to Second Amended and Restated Credit Agreement, dated as of November 4, 2019, by and among Cargo Aircraft Management, Inc., as Borrower; Air Transport Services Group, Inc.; each of the financial institutions party hereto as "Lenders"; and SunTrust Bank, in its capacity as Administrative Agent.(17) 10.44 Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of January 28, 2020, by and among Cargo Aircraft Management, Inc., as Borrower; Air Transport Services Group, Inc.; each of the financial institutions party thereto as Lenders; and SunTrust Bank, in its capacity as Administrative Agent.(18) 10.45 Payroll Support Program Agreement, dated May 20, 2020, by and between Omni Air International, LLC and the U.S. Department of Treasury under the Coronavirus Aid, Relief and Economic Security Act.(20) 10.46 Payroll Support Program Agreement, dated May 29, 2020, by and between Air Transport International, Inc. and the U.S. Department of Treasury under the Coronavirus Aid, Relief and Economic Security Act.(20) 10.47 Warrant to Purchase Common Stock, issued May 29, 2020, by and between Air Transport Services Group, Inc. and Amazon.com, Inc. Those portions of this Agreement marked with an [*] have been excluded because the information is both (i) not material and (ii) would be competitively harmful if publicly disclosed.(20) 10.48 Amendment to Warrants to Purchase Common Stock, issued December 14, 2020, by and between Air Transport Services Group, Inc. and Amazon.com, Inc.(21) 10.49 Payroll Support Program Extension Agreement, dated February 2, 2021, by and between Omni Air International, LLC and the U.S. Department of Treasury under Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021.(24) 10.50 Amendment to Investment Agreement, dated as of March 5, 2021, by and between Air Transport Services Group, Inc., and Amazon.com, Inc.(24) 10.51 Third Amended and Restated Credit Agreement, dated as of April 6, 2021, by and among Cargo Aircraft Management, Inc., as borrower, Air Transport Services Group, Inc., the lenders and other financial institutions from time to time a party thereto, Truist Bank, as administrative agent and a lender, Bank of America, N.A., JPMorgan Chase Bank, N.A., and PNC Bank, National Association, as co-syndication agents and Regions Bank, as documentation agent.(22) 10.52* Summary of the Key Terms and Conditions of the Air Transport Services Group, Inc. Amended and Restated 2015 Long-Term Incentive Plan.(25) 10.53* Air Transport Services Group, Inc. Amended and Restated 2015 Long-Term Incentive Plan.(25) 10.54* Letter agreement setting out a compensation arrangement between Mike Berger, Chief Commercial Officer, and Air Transport Services Group, Inc., dated May 10, 2022. (26) 10.55 First Amendment to Third Amended and Restated Credit Agreement and Other Credit Documents, dated as of October 19, 2022, by and among Cargo Aircraft Management, Inc., as Borrower, Air Transport Services Group, Inc. (ATSG), certain other subsidiaries of ATSG party thereto, each of the financial institutions party thereto as Lenders and Truist Bank, in its capacity as Administrative Agent(27) 10.56 Credit Agreement, dated as of March 1, 2023, by and among Airborne Global Leasing Limited, as borrower, Cargo Aircraft Management, Inc. and Air Transport Services Group, Inc., as guarantors, the lenders from time to time party thereto, Truist Bank, as administrative agent, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and Regions Bank, as co-syndication agents, and Bank of America, N.A., as documentation agent.(28) 10.57 Guarantee and Collateral Agreement, dated as of March 1, 2023, made by Cargo Aircraft Management, Inc., as a grantor and a guarantor, and certain of its affiliates, including Air Transport Services Group, Inc. and Airborne Freighter Holdings Limited, as guarantors, in favor of Truist Bank, as administrative agent.(28) 10.58 Second Amendment to Third Amended and Restated Credit Agreement, dated as of March 1, 2023, by and among Cargo Aircraft Management, Inc., as borrower, Air Transport Services Group, Inc. (ATSG), certain other subsidiaries of ATSG party thereto, each of the financial institutions party thereto as lenders, and Truist Bank, in its capacity as administrative agent.(28) 10.59 Collateral Agreement (Intercompany Note), dated as of March 1, 2023, made by Cargo Aircraft Management, Inc., as grantor, in favor of Truist Bank, as administrative agent.(28) 10.60* Air Transport Services Group, Inc. Executive Incentive Compensation Plan(as modifiedMay 24, 2023).(29) 10.61 Purchase Agreement, dated August 9, 2023, among Air Transport Services Group, Inc. and Truist Securities, Inc. and Oppenheimer & Co. Inc., as representatives of the initial purchasers named therein.(30) 10.62* Summary of Compensation Plan for the Chief Executive Officer.(31) 21.1 List of Significant Subsidiaries of Air Transport Services Group, Inc., filedherewith. 23.1 Consent of independent registered public accounting firm, filed herewith. 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. 97.1 Air Transport Services Group, Inc. Executive Officer Clawback Policy, filed herewith.