Order 2010-4-8

Served: April 15, 2010 

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

Issued by the Department of Transportation

on the 15th day of April, 2010

Applications of

ATLAS AIR, INC.

for certificates of public convenience and necessity 

under 49 U.S.C. § 41102 to engage in interstate and 

foreign charter air transportation of persons, property,

and mail

Dockets DOT-OST-2009-0267

and

DOT-OST-2009-0268

ORDER TO SHOW CAUSE

PROPOSING ISSUANCE OF A CERTIFICATE

Summary

By this order, we tentatively conclude that Atlas Air, Inc. (“Atlas”), is a citizen of the United 

States, is fit, willing, and able to provide foreign charter air transportation of persons, property,

and mail, and should be issued a certificate of public convenience and necessity authorizing such 

operations, subject to conditions.

Background

Section 41102 of Title 49 of the United States Code (“the Transportation Code”) directs us to 

determine that applicants for certificate authority to provide interstate and foreign charter air 

transportation of persons, property, and mail are “fit, willing, and able” to perform such 

transportation and to ensure that all operations relating to this authority conform to the provisions 

of the Transportation Code and the regulations and requirements of the Department. In making 

fitness findings, the Department uses a three-part test that reconciles the Airline Deregulation 

Act’s liberal entry policy with Congress’ concern for operational safety and consumer protection. 

The three areas of inquiry that must be addressed in order to determine a company’s fitness are 

whether the applicant (1) will have the managerial skills and technical ability to conduct the 

proposed operations, (2) will have access to resources sufficient to commence operations without 

posing an undue risk to consumers, and (3) will comply with the Transportation Code and 

regulations imposed by Federal and State agencies. We must also find that the applicant is a 

U.S. citizen.
2

On October 23, 2009, Atlas filed applications requesting authorization under 49 U.S.C. § 41102 

in Dockets DOT-OST-2009-0267 and DOT-OST-2009-0268,

1 which, if granted, would allow the 

applicant to engage in interstate and foreign charter air transportation of persons, property, and 

mail.

2

 Atlas accompanied its fitness application with fitness information required by section 

204.3 of our regulations and supplemented its application on January 21 and March 29, 2010.

3

On November 13, 2009, World Airways, Inc. (“World”), submitted an answer to Atlas’ 

applications. In that filing, World asserted that an Angolan company would be providing the 

aircraft and crew for Atlas’ proposed charter passenger operations. World argued that under this 

arrangement, Atlas would be in violation of the Department’s wet lease restriction and therefore,

Atlas’ request for charter passenger authority should be denied.

4

 

On November 23, 2009, the United States-Africa Energy Association (“USAEA”) and SonAir 

Servico Aereo, S.A., S.A.R.L. (“SonAir”) (collectively referred to hereinafter as the “Houston 

Express Parties”), filed a reply in opposition to World’s answer, alleging that World raised

meritless allegations that are irrelevant to Atlas’ fitness proceeding and instead merely 

questioned the Houston Express Private Charter agreement.

5 6

The Houston Express Parties also 

state that a fitness proceeding is not the appropriate forum or context for reviewing a private 

charter arrangement. Moreover, the Houston Express Parties affirmed that Atlas will operate the 

Houston Express Charter under an Aircraft, Crew, Maintenance, and Insurance (“ACMI”) 

contract, which does not include a requirement that Atlas place Angolan cockpit or cabin 

crewmembers in the aircraft used for the Houston Express flights.

On November 23, 2009, Atlas filed a reply to World’s answer, stating that the aircraft to be used 

for its proposed operations will be leased from a U.S. owner trust affiliated with Sonangol E.P., 

the Angolan oil exploration and production company, which in turn owns SonAir, an Angolan 

company that manages the single-entity charter program. Atlas will be responsible for providing 

crew, maintenance, and insurance and for operating the dry-leased aircraft. Atlas also stated that 

it has not entered into any agreement with SonAir requiring Atlas to accept crewmembers from 

 

1 Atlas’ request for interstate authority lacks the required domestic service proposal. Therefore, we intend to 

suspend that request until Atlas provides such information to the Department. Should Atlas fail to submit a 

domestic service proposal within one year of being found fit, we intend to dismiss its interstate passenger charter 

application for failure to prosecute.

2 Atlas simultaneously filed, in Docket DOT-OST-2009-0267, a request for an exemption from the provisions of 

49 U.S.C. § 41101, which, if granted, would allow the applicant to conduct foreign operations without undergoing 

the Presidential review requirement. 

3 Concurrently with it applications, Atlas filed a motion for confidential treatment under 14 CFR § 302.12 (“Rule 

12”) to withhold from public disclosure certain information filed in support of its applications. A more detailed 

discussion regarding the applicant’s Rule 12 motion can be found in the CONFIDENTIAL TREATMENT section 

of this order. 

4 World accompanied its reply with a Motion for Leave to File an Otherwise Unauthorized Document. We will 

grant the Motion.

5 USAEA is an association of entities involved in the exploration and development of the energy resources of 

West Africa and acts as a charterer on behalf of its members. USAEA has appointed SonAir as its authorized agent 

to contract on its behalf with Atlas. 

6 The Houston Express Parties accompanied its reply with a Motion for Leave to File an Otherwise Unauthorized 

Document. We will grant the Motion. 
3

SonAir for use on the Houston Express operation. Moreover, because a union and a collective 

bargaining agreement (“CBA”) govern Atlas employment issues, Atlas pointed out, the union 

and CBA would require pilots on the Atlas Seniority List to perform the Houston Express 

operation. In addition, according to Atlas, pursuant to the CBA, any Atlas pilot on furlough 

would be recalled before the air carrier hired new pilots. Furthermore, Atlas stated that should it 

choose to hire new pilots, those individuals would be placed at the bottom of the Seniority List 

and assigned to routes that span Atlas’ network of flight operations. 

On November 30, 2009, the City of Houston and the Greater Houston Partnership (collectively, 

“Houston”), submitted a reply, expressing the importance of the Angola flight operation to the

Houston economy. In its reply, the Houston Parties also urged the Department to resolve the 

issues in this proceeding as expeditiously as possible.7 

We have reviewed Atlas’ application, the allegations raised by World, and the responsive 

pleadings of this case. There is nothing in the record that indicates control over Atlas and its 

proposed operations will rest in the hands of non-U.S. citizens. In fact, our review of the 

agreements submitted by Atlas describing the charter agreement support Atlas’ position that all 

crewmembers will be employees of Atlas and that SonAir will not be involved in the hiring of 

Atlas’ crew. With respect to the aircraft to be leased by Atlas from Sonangol, the Department 

does not find that this arrangement is in violation of our regulations since the crew is supplied 

solely by Atlas and not supplied by Sonangol. However, in order to ensure continuing 

compliance with our regulations, we intend to impose a requirement on Atlas, should it receive 

the authority it is requesting, that it report to the Department any and all new agreements, or 

changes to existing agreements, involving the Houston Express Parties, its affiliates and/or 

Sonangol.

 

No other special issues regarding the applicant have come to our attention. Under these 

circumstances, we propose to decide the issue of Atlas’ fitness on the basis of the written record. 

As discussed below, we tentatively conclude that Atlas is a U.S. citizen and is fit, willing, and 

able to operate its proposed air service, subject to conditions. However, we will give interested 

persons an opportunity to show cause why we should not adopt as final these tentative findings 

and conclusions.

FITNESS

The Applicant

Atlas is a corporation that was organized under the laws of the State of Delaware in April 1992. 

The applicant was found fit to conduct interstate and foreign scheduled all-cargo air 

transportation in November 1992 and commenced operations under this authority in March

1993.

8

 The air carrier holds a Federal Aviation Regulation Part 121 operating certificate from 

the Federal Aviation Administration (“FAA”) and operates a fleet of 26 B-747 freighter aircraft 

 

7 Houston accompanied its reply with a Motion for Leave to File an Otherwise Unauthorized Document. We will 

grant the Motion. 

8

See Order 93-32-7, issued March 5, 1993.
4

on a scheduled basis between the U.S. and South America, and globally on a non-scheduled basis 

for other airlines, freight consolidators, and the U.S. military. 

Managerial Competence

Atlas’ Board of Directors consists of the following seven members, each of whom is a U.S. 

citizen: Messrs. Eugene I. Davis, Robert F. Agnew, Timothy J. Bernlohr, James S. Gilmore, III, 

Frederick McCorkle, and William J. Flynn, and Ms. Carol B. Hallett. 

Table 1. Atlas’ Board of Directors

Name Citizenship Start Date Position

Mr. Eugene I. Davis USA July 2004 Chairman and Chief Executive Officer of 

PIRINATE Consulting Group, LLC

Mr. Robert F. Agnew USA July 2004 President and Chief Executive Officer of 

Morten Beyer & Agnew

Mr. Timothy J. Bernlohr USA June 2006 Managing Director of TJB Management 

Consulting, LLC

Mr. James S. Gilmore, III USA July 2004 Retired

Mr. Frederick McCorkle USA July 2004 Independent Businessman

Mr. William J. Flynn USA June 2005 President and Chief Executive Officer, 

Atlas Air Worldwide Holding

Ms. Carol B. Hallett USA June 2006 U.S. Chamber of Commerce Of Counsel

Mr. Eugene I. Davis specializes in turnaround management, takeovers, and strategic planning. 

He has been a member of Atlas’ Board since July 2004. Mr. Davis is currently Chairman and 

Chief Executive Officer of PIRINATE Consulting Group, LLC. 

Mr. Robert F. Agnew, a Board Member since July 2004, has over 30 years of civil and 

governmental aviation and marketing experience and has been a leading provider of aircraft 

valuations to banks, airlines, and other financial institutions worldwide. He is currently 

President and Chief Executive Officer of Morten Beyer & Agnew. 

Mr. Timothy J. Bernlohr, a Board Member since July 2004, has nearly 30 years of management 

experience and specializes in providing project specific consulting services to businesses in 

transformation, plan administration, and interim executive management. Mr. Bernlohr is 

currently the Managing Director of TJB Management Consulting, LLC.

Mr. James S. Gilmore, III, the 68th Governor of Virginia (1998-2002), has been a Board Member 

since July 2004. As a partner at the law firm of Kelly Drye & Warren, LLP, he served as the 

Chair of the firm’s Homeland Security Practice Group. President George W. Bush appointed 

Governor Gilmore to the Air Force Academy Board of Visitors in 2003. He also served as the 

Chairman of the Republican National Committee (2001-2002). Mr. Gilmore is currently retired. 

Mr. Fredrick McCorkle, a Board Member since July 2004, is the former Deputy Commandant 

for Aviation. He retired from the U.S. Marine Corps in 2001 after serving for 34 years. General 
5

McCorkle is a graduate of East Tennessee State University and holds a Master of Science in 

Administration from Pepperdine University. He is currently an Independent Businessman.

Ms. Carol B. Hallet, a former ambassador to the Bahamas, served as President and Chief 

Executive Office of the Air Transport Association of America and was appointed by President 

George H. W. Bush, as the Commissioner of the United States Customs Service. 

The following table identifies Atlas’ officers and other key management and technical personnel, 

as well as each individual’s position and citizenship. 

Table 2. Atlas’ Key Management and Technical Personnel

Name Position Citizenship

Mr. William J. Flynn Director, President and Chief Executive Officer USA

Mr. John W. Dietrich Executive Vice President, Chief Operating Officer USA

Mr. Jason Grant Senior Vice President and Chief Financial Officer Canada

Mr. Adam Kokas Senior Vice President, General Counsel, Chief 

Human Resources Officer, and Secretary

USA

Mr. Michael Steen Senior Vice President and Chief Marketing Officer Sweden

Mr. Jeffrey Carlson Vice President, Flight Operations USA

Mr. William Kelley Vice President, Safety and Regulatory Compliance USA

Mr. Mark S. Swearingin Vice President, Technical Operations USA

Mr. John A. Aliberti Director of Safety USA

Mr. Michael A. Citrano Director of Operations USA

Mr. Lew Allen III Chief Pilot USA

Mr. Charles D. Souza Director of Maintenance USA

Mr. Michael Sharbaugh Chief Inspector USA

Mr. William J. Flynn has held his current position as Director, President, and Chief Executive 

Officer of Atlas since 2005. Before this, he held the same positions at GeoLogistics Corporation 

(2002-2005). Previously, he served as Senior Vice President, Merchandise Group (2000-2002), 

and Senior Vice President, Strategic Planning (2000) at CSX Corporation. Mr. Flynn held 

multiple positions with increased levels of responsibility at Sea-Land Service, Inc.: Sales 

Representative (1977-1978); Manager Marketing, Caribbean (1978-1980); Manager Marketing, 

Americas (1980-1983); General Manager, Central America (1983-1987); General Manager, 

Puerto Rico (1987-1990); Vice President, Marketing (1990-1991); Vice President, Global 

Accounts (1991-1996); Vice President, Japan (1996-1997); Vice President, China (1997-1998);

and Vice President, Asia (1999). He earned a Bachelor of Arts in Latin American Studies from 

the University of Rhode Island (1975), and a Master of Arts in Latin American Studies from the 

University of Arizona (1976).

Mr. John W. Dietrich, a member of the New York, Illinois, and Colorado Bar Associations,

began his employment with Atlas as Assistant General Counsel in 1999 and was subsequently 

promoted, in 2003, to Senior Vice President, General Counsel, and Chief Human Resources 

Officer. He assumed his current position of Executive Vice President and Chief Operating 

Officer in 2006. Mr. Dietrich served as a Paralegal (1986-1992) and a Litigation Attorney 

(1992-1999) for United Air Lines, Inc. He earned a Bachelor of Science from Southern Illinois 
6

University and a Juris Doctorate from the John Marshall Law School. Mr. Dietrich is a Board 

Member of two Atlas Air Worldwide, Inc. (“AAWW”) subsidiaries; Global Supply Systems, 

plc., and Polar Air Cargo Worldwide, Inc. (“Polar”).

Mr. Jason Grant, a Canadian citizen, joined Atlas in 2002 and has moved progressively through a

series of positions: Director of Corporate Finance (2002-2003); Senior Director of Financial 

Planning and Analysis (2003-2004); Vice President of Financial Planning and Analysis 

(2004-2006); Vice President of Continuous Improvement (2006-2007); Senior Vice President of 

Business Development and Network Planning (2007); and Senior Vice President and Chief 

Financial Officer (2007-present). Before joining Atlas, he was employed by two air carriers:

American Airlines as Manager of Financial Analysis (2000-2001); and Canadian Airlines 

International as Director of Pension Investments (1999) and Manager of Financial Planning and 

Analysis (19997-1998). Mr. Grant earned a Bachelor of Business Administration from Wilfrid 

Laurier University (1995) and a Master of Business Administration from Simon Fraser 

University (1997).

Mr. Adam Kokas, a member of the New York and New Jersey Bar Associations, assumed his 

current position as Senior Vice President, General Counsel and Secretary in 2006 and Chief 

Human Resource Officer in 2007. Prior to joining Atlas, he served as a Corporate and Securities 

Partner for Robes & Gray, LLP (2006); a Corporate and Securities Associate/Partner for Kelley 

Drye & Warren, LLP (2001-2006); a Corporate Associate for Phillips Nizer, LLP (1998-2001);

and a Corporate and Banking Associate at Giordano, Halleran & Ciesla, P.C. (1996-1998). Mr. 

Kokas holds a Bachelor of Arts in English and Political Science from Rutgers College (1993) 

and a Juris Doctorate from Boston University School of Law (1996). He also serves on the 

Board of Atlas’ affiliated companies; Polar, Titan Aviation Leasing Limited – Americas, Inc., 

and Titan Aviation Limited.

Mr. Michael Steen, a Swedish citizen, has served as the applicant’s Senior Vice President and 

Chief Marketing Officer since 2007. Before joining Atlas, he held two positions at DHL 

International, Ltd.: Senior Vice President of Global Supply Chain Logistics (2006-2007) and 

President of the Global Healthcare Sector (2005-2006). Mr. Steen served as Senior Vice 

President of Sales and Marketing of the Americas for EXEL, Inc., (2003-2005), which was 

subsequently acquired by DHL International, Ltd. Earlier, he held a number of positions with

increased levels of responsibility at KLM Cargo Royal Dutch Airlines: Sales Director, and 

Deputy Cargo Manager, Sweden (1992-1993); Global Account Director (1993-1995); Director 

of Sales, Northern Europe (1995-1997); Head of Global Sales and Marketing of the Logistics 

Business Unit (1997-1999); and Vice President for the Americas (1999-2003). Mr. Steen holds a

degree in Economic Science from Katrinelund Sports College in Gothenburg, Sweden and an 

Executive Masters in Business Administration from the Kellogg School of Management, 

Northwest University. 

Mr. Jeffrey Carlson, a pilot with over 15,000 total flight hours logged, served as Vice President 

of Flight Operations at Spirit Airlines (2006-2008) and has held the same position at Atlas since

2008. He also currently serves as President/Owner of Goose Creek Aviation. From 1989-1993 

and again from 2003-2004, Mr. Carlson was employed by Fairbanks Farms as Vice President, 

Management Information Systems and Vice President, Business Development, respectively. He 
7

held a number of positions with increased levels of responsibility at Northwest Airlines, Inc.:

DC-10 Second Officer Instructor/Check Pilot (1983-1995); B-757 First Office 

Instructor/Assistant Training Manager, B-747-400 First Office Instructor/Assistant Training 

Manager, A-320 Fleet Training Captain, Captain Instructor/Check Pilot, B-757 Fleet Captain 

Director (1995-1997); Managing Director, Flight Procedures, Training and Standards 

(1997-1998); Managing Director, Flying/Chief Pilot (1998-2000); Vice President, Flight 

Operations (2000-2002); Captain of B-747-400 (2002-2004); and Captain of A-330 (2004-2006). 

Prior to that, Chautauqua Airlines employed him as a Senior Check Pilot/Airplane Instructor 

Pilot (1977-1983). Mr. Carlson earned a Bachelor of Science in Aeronautical Science from 

Embry Riddle Aeronautical University.

Mr. William Kelley, an Airline Transport Pilot, has been employed as the applicant’s Vice 

President, Safety and Regulatory Compliance since 1999. From 2006-2007, he served as Atlas’

Acting Vice President, Technical Operations. Prior to joining Atlas, Mr. Kelley was a member 

of the U.S. Air Force, where he served in numerous upper level management positions: Air 

Traffic Controller; Flight Operations; Chief of Airfield Management; and Chief of Safety 

(1979-1999). He earned a Bachelor of Science in Professional Aeronautics and a Masters in 

Aeronautical Science from Embry Riddle Aeronautical University. Additionally, he was an 

Adjunct College Professor at his alma mater (1994-1999). 

Mr. Mark S. Swearingin, an Airframe and Powerplant Mechanic, served as Vice President of 

Technical Operations for SH&E Air Transport Consultancy (2006-2007) and has held the same 

position at Atlas since July 2007. Previously, he developed skills in multiple areas of 

maintenance management, having occupied the following positions: Executive Vice President of 

Air Canada (2005-2006); Vice President of Maintenance and Engineering for Midwest Airlines 

(2003-2005); Managing Director, Maintenance Control and Maintenance Planning (2002-2003), 

and Director of Maintenance Planning, Maintenance Training (2000-2002) for US Airways; 

Division Manager for United Parcel Service Airlines (1987-2000); Maintenance Foreman, 

Maintenance Planner, and Mechanic for Northwest Airlines/Northwest Orient Airlines (1983-

1987); and FBO Operations, General Aviation Mechanic for Crawfordsville Aviation (1980-

1983). Mr. Swearingin holds a Bachelor of Science from Purdue University and is a member of 

the Board of Directors for New Directions Housing Corporation. 

Mr. John A. Aliberti assumed his current position with Atlas as Director of Safety in 2004. He 

joined the air carrier in 1994 and has held a number of positions with the company: Aircraft 

Dispatch/Commercial Planning (1998–2004); Manager of Operations and Airline Planning 

(1997-1998); System Route Analysis/Airline Operations Planning (1995-1997); and Aircraft 

Dispatcher (1994-1995). Prior to joining Atlas, Mr. Aliberti served as an Aircraft Dispatcher for 

multiple airlines: North American Airlines (1993-1994); American Airlines (1992-1993); Varig 

Brazilian Airlines (1992); Business Express/Delta Connection (1992); and Pan American World 

Airways (1988-1992). He earned an Associate of Applied Science Degree in Aerospace 

Technology from the State University of New York at Farmingdale, and a Bachelor of Science 

Degree in Aeronautics and Management from Dowling College. 

Mr. Michael A. Citrano, an Airline Transport Pilot, joined Atlas in 1993 as a B-747 Captain and 

assumed his current position as Director of Operations in 1994. Before joining Atlas, he was 
8

employed by Southern Air Transport as a Line Check Airman and Pilot (1993); by Evergreen 

International Airlines as a B-747 Captain (1991-1993); and by Eastern Airlines as a B-727 and 

DC-9 Pilot in Command and Standards Manager-Line Check Airman (1967-1991). Mr. Citrano 

began his career in the aviation industry while serving in the U.S. Army (1964-1967). He earned

a Bachelor Degree of Arts in Political Science from Seton Hall University (1959-1963) and 

furthered his education at the St. John’s School of Law (1963-1964).

Mr. Lew Allen, III, an Airline Transport Pilot with over 12,500 total flight hours logged, joined 

Atlas in 1996 and has served in three positions: B-747 First Officer (1996-1998); B-747 Captain

(1998); and Chief Pilot (1998-present). Prior to joining Atlas, Mr. Allen moved progressively 

through a series of positions at Markair, Inc.: B-737 Program Manager (1995); B-737 Check 

Airman/Simulator Instructor (1993-1995); B-737 Captain (1991-1995); DCH-7 Check 

Airman/Captain (1990-1991); and B-737 First Officer (1988-1990 and 1984). He held three 

positions at Security Aviation, Inc.: Chief Pilot, Check Airman, and Captain (1986-1988). 

Before that, he served for Air Logistics of Alaska, Inc. as a Check Airman/Captain and as a First 

Officer for its fleet of CA-212 and CE-441 aircraft (1981-1984). Mr. Allen trained at the 

Northwest Aerospace Training Center (1996), United Airlines Flight Training Center (1992 and 

1988), Flight Safety International, Inc. (1987), and the Boeing Flight Training Center (1998 and 

1984).

Mr. Charles D. Souza, an Airframe and Powerplant Mechanic, assumed his current position, 

Atlas’ Director of Maintenance, in 2008. He has held multiple maintenance-related positions:

Technical Director for SH&E Aviation Consultancy (2007-2008); Director of 

Engineering/Quality for Mesaba Airlines (2002-2007); Inspection Manager (1999-2002), Line 

Maintenance Manager (1989-1999), and Maintenance Controller (1988-1989) for US Airways;

and Aircraft Mechanic/Reliability Analyst for Northwest Airlines (1982-1988). Mr. Souza holds

a Bachelor Degree of Arts in Business Administration with a concentration in Finance from 

Metropolitan State University. He attended Queens College for Management Skills for 

Supervisors, Brown Institute for Radio Telephone/Radar License, and East Coast Aeronautical 

Technical School for Aviation Maintenance Technology training. 

Mr. Michael Sharbaugh, an Airframe and Powerplant Mechanic, assumed his current position, 

Chief Inspector, in 2008. He held a number of positions with increased levels of responsibility at 

ABX Air: Manager of Maintenance Base Shops, Manager of Aircraft Structures, Director of 

Aircraft Modifications, Senior Director of Maintenance Support/Administration, and Senior 

Director of Quality Control (1991-2008). While employed at Eastern Airlines, Mr. Sharbaugh 

developed skills in multiple areas of maintenance management, having been Production Planner 

Aircraft Overhaul, Work Manager Aircraft Overhaul, Supervisor of the Electrical Shops, 

Manager of Aircraft Accessory Shops, and Manager of Aircraft Interior Shops (1979-1991). He 

holds an Associate Degree in Specialized Technology from Pittsburgh Institute of Aeronautics, a 

Bachelor Degree of Science in Aviation Maintenance Management from Embry-Riddle 

Aeronautical University, and a Masters of Business Administration from Florida International 

University. 
9

In light of the experience and background of the applicant’s key personnel, we tentatively 

conclude that Atlas’ management team possesses the managerial skills and technical ability to 

conduct its proposed operations.9 

Operating Plan and Financial Position

Atlas intends to expand its B-747 all-cargo fleet with two additional B-747 passenger aircraft, 

which will be dry leased from a U.S. owner trust affiliated with Sonangol, the Angolan oil 

exploration and production company, which in turn owns SonAir an Angolan company that 

manages the single-entity charter program for which Atlas proposes to assume operations. The 

aircraft will be configured to have 10 first-class seats, 143 business-class seats, and 36 economyclass seats. If granted the certificate authority it seeks, the applicant intends to assume the 

operation of a charter service, operating three weekly round-trips from Houston, Texas, to 

Luanda, Angola (the “Houston Express Charter”), that is currently being operated by another 

U.S. air carrier on behalf of USAEA. 

 

Under its proposed arrangement with SonAir, Atlas will be responsible for providing crew, 

maintenance, and insurance and for operating the dry-leased aircraft. Atlas will be compensated 

a contractually determined amount and will be reimbursed, by SonAir, for certain expenses 

incurred, including start-up and operating expenses, such as aircraft placement, fuel, landing and 

other fees, and ground operations. In support of its proposed operations, the applicant submitted 

a confidential supplement to its application, which included forecasts of its pre-operating costs 

and first-year revenues and expenses for its proposed certificated operations. 

We have generally asked that applicants for new authority have resources sufficient to cover all 

pre-operating costs associated with the operations proposed and any negative working capital 

balance, plus a working capital reserve equal to the incremental operating costs that would be 

incurred in three months of operations.10 

In its application, Atlas submitted historical financial statements for the past three years showing 

that it earned a net profit during calendar year 2007 of $142.1 million on revenues of 

$1.1 billion, and incurred a net loss during calendar year 2008 of $24.4 million on revenues of 

$1.1 billion. In addition, financial reports available through the Bureau of Transportation 

Statistics shows that for the 9-months ending at September 30, 2009, Atlas earned a net profit of 

$57.0 million on revenues of $682.0 million and at this same time the air carrier reported positive 

working capital of $96.5 million and net equity of $349.5 million. Furthermore, the applicant 

 

9 Before authorizing an air carrier to conduct air transportation operations, the FAA also evaluates certain of the 

applicant’s key personnel with respect to the minimum qualifications for those positions as prescribed in the Federal 

Aviation Regulations. The FAA’s evaluation of these key personnel provides an added practical and in-person test 

of the skills and technical ability of these individuals. In February 2010, the FAA advised us that Atlas’ key 

technical personnel are acceptable to that agency in their respective positions. 

10

 Because projected operations during one or more of the first three months of anticipated actual air transportation 

services frequently do not include all costs of operations that will be incurred during a normal period of operations, 

it has been our practice to base our three-month standard on one quarter of the first year’s operating cost forecast. In 

calculating available resources, projected revenues may not be used.
10

provided third-party verification that it has, as of January 15, 2010, approximately 

$578.8 million on deposit in it and its parent company’s name.

Based on the aforementioned forecasts, coupled with the applicant’s historical financial data, we 

find Atlas’ expense projections to be reasonable and that the applicant meets the Department’s 

financial fitness criteria. 

In light of the above, we tentatively conclude that Atlas has access to sufficient financial 

resources to commence the operations it proposes without posing an undue risk to consumers or 

their funds.11 

Compliance Disposition

The applicant states that there are no actions or outstanding judgments against its key personnel 

nor have there been any charges of unfair, deceptive or anti-competitive business practices, or of 

fraud, felony or antitrust violations brought against any of these parties in the past ten years. 

Atlas did, however, identify several pending actions against it and its parent company, a Security 

and Exchange Commission (“SEC”) investigation into AAWW’s financial reporting for the 

period of 1999-2002, and a private securities class action lawsuit against AAWW relating to that 

period of reporting. Atlas states that the SEC investigation was settled in March 2007 with an 

administrative order issued by the SEC that did not impose any civil penalties or fines on 

AAWW or include any fraud allegations, and reports that the related class action was settled with 

a payment in January 2009. 

Atlas also identified a number of separate class action suits against AAWW and Atlas’ sister 

company, Polar, among others, in the United States and substantially similar lawsuits in the 

provinces of Ontario and Quebec, Canada. The lawsuits allege, among other things, that the 

defendants manipulated the market price for air cargo services sold domestically and abroad 

through the use of surcharges in violation of antitrust laws. The suits brought in the United

States were consolidated for pre-trial purposes in the United States Eastern District of New York. 

On September 26, 2008, a Magistrate Judge issued a decision recommending that the Federal 

District Court Judge grant the defendants’ motion to dismiss. On August 21, 2009, the Federal 

District Court Judge issued an opinion and order accepting the Magistrate Judge’s report and 

recommendation except for the recommendation that the complaint be dismissed in its entirety. 

Polar and the other defendants have moved for reconsideration of that portion of the Judge’s 

decision, which remains pending. 

A review of our records and other information available to us indicated there are six open FAA 

investigations involving Atlas. On September 28, 2009, the FAA received a report that indicated 

one of Atlas’ aircraft was operating in excess of the maximum ramp and takeoff weight. This 

case is currently under review by the FAA. Additionally, on numerous occasions 

(February 28, 2007; August 4, 2008; January 27, 2009; April 4, 2009; and May 14, 2009), the 

 

11 As is our practice, prior to making any authority awarded to Atlas effective, we will require the company to 

demonstrate that it continues to have access to the financial resources needed to meet our financial test. 
11

FAA discovered, through routine inspections, that Atlas was in violations of various preventive 

maintenance requirements. These cases remain open by the FAA and have civil penalties 

associated with each violation, totaling $1.1 million. 

Despite the above infractions, according to the FAA, the applicant has conducted its operations 

satisfactorily and the agency knows of no reason why the air carrier should not be granted the 

authority it seeks. Moreover, Atlas notes that neither it nor any of its key personnel have been 

involved in an accident or incident in the year preceding its application or at any time in the past 

which remains under investigation by the FAA, the NTSB, or the company itself.

The aforementioned claims, lawsuits, and pending actions are routine to companies of similar 

size and scope to Atlas and AAWW. We will take appropriate action if we find that the 

outcomes of the pending cases negatively affect the financial wherewithal or compliance 

disposition of the applicant.

In light of these circumstances, we tentatively find that Atlas has the proper regard for the laws 

and regulations governing its services to ensure that its aircraft and personnel conform to 

applicable safety standards and that acceptable consumer relations practices will be followed. 

CITIZENSHIP

Section 41102 of the Transportation Code requires that certificates to engage in air transportation 

be held only by citizens of the United States as defined in 49 U.S.C. 40102(a)(15). That section 

specifies that the president and two-thirds of the board of directors and other managing officers 

be U.S. citizens, that at least 75 percent of the outstanding voting interest be owned by U.S. 

citizens, and that the applicant must be under the actual control of U.S. citizens. 

As stated previously, Atlas is a corporation organized under the laws of the State of Delaware. It

is wholly-owned by AAWW, a publicly traded Delaware corporation with no single shareholder 

owning 10 percent or more of its outstanding voting stock. AAWW holds a 49.0 percent equity 

interest in Global Supply Systems Limited, of the United Kingdom, a 51.0 percent equity interest 

in Polar, a Delaware company, and a 100 percent equity interest in Titan Aviation Leasing 

limited, of Ireland. AAWW and Atlas share the same Board of Directors, all of whom are U.S. 

citizens. 

Atlas states in its application that it is a U.S. citizen. A review of the company’s By-Laws 

confirm that AAWW monitors trading of its stock through SEC filings and its Certificate of 

Incorporation and By-Laws restrict foreign ownership of shares of its Common Stock. In 

accordance with AAWW’s By-Laws, there is a separate stock record, the “Foreign Stock 

Record,” for the registration of Voting Stock that is beneficially owned by aliens, and at no time 

will ownership of AAWW’s shares representing more than the maximum percentage allowable 

by law will be registered in the Foreign Stock Record. If AAWW discovers that the combined 

voting stock registered in the Foreign Stock Record exceeds the maximum allowable percentage,

AAWW will remove the voting stock in sufficient amount to reduce the combined voting power 

of the shares to an amount that conforms to the maximum allowable percentage. 
12

In view of the foregoing, we tentatively conclude that Atlas is a U.S. citizen and that it is fit, 

willing, and able to provide air transportation services as a U.S. certificated air carrier, subject to 

conditions. 

OBJECTIONS

We will give interested persons 10 days following the service date of this order to show cause 

why the tentative findings and conclusions set forth here should not be made final;

12 answers to 

objections will be due within 7 days thereafter. We expect such persons to direct their 

objections, if any, to the applications and points at issue and to support such objections with 

detailed economic analyses. If an oral evidentiary hearing or discovery procedures are 

requested, the objector should state in detail why such a hearing or discovery is considered 

necessary and what material issues of decisional fact the objector would expect to establish 

through a hearing or discovery that cannot be established in written pleadings. The objector 

should consider whether discovery procedures alone would be sufficient to resolve material 

issues of decisional fact. If so, the type of procedure should be specified (See Part 302, Rules 19 

and 20); if not, the reasons why not should be explained. We will not entertain general, vague, 

or unsupported objections. If no substantive objections are filed, we will issue an order that will 

make final our tentative findings and conclusions with respect to Atlas’ fitness and certification.

EFFECTIVE CERTIFICATE CONDITIONS AND LIMITATIONS

If Atlas is found fit and issued the foreign certificate it seeks, its authority will not become 

effective until the air carrier has fulfilled all of the requirements for effectiveness as set forth in 

the terms and conditions attached to its certificate. Among other things, this includes (1) our 

receipt of evidence of Atlas’ authority from the FAA authorizing such operations, (2) evidence 

of liability insurance coverage that meets the requirements of section 205.5(b) of our rules, (3) a 

statement of changes it may have undergone since its fitness was examined, and (4) evidence that 

Atlas continues to have adequate financial resources available to it.

We also wish to remind Atlas of the requirements of 49 U.S.C. § 41110(e), which requires that, 

once an air carrier is found fit initially, it must remain fit in order to hold its authority. To be 

assured that certificated air carriers continue to be fit after effective authority has been issued to 

them, we require that they supply information describing any subsequent substantial changes 

they may undergo in areas affecting fitness. Therefore, if Atlas is issued effective certificate 

authority and subsequently proposes substantial changes in its ownership, management, or 

operations, it must first comply with the requirements of section 204.5 of our rules.13 

 

12 By letter dated March 29, 2010, Atlas requested a shortened comment period.

13 The air carrier may contact our Air Carrier Fitness Division to report proposed substantial changes in its 

operations, ownership, or management, and to determine what additional information, if any, will be required under 

section 204.5. In addition, by notice dated July 21, 1998, the Department requested air carriers to provide a 30-day 

advance notification of any proposed change in ownership, restructuring, or recapitalization. If the air carrier fails to 

file this updated information or if the information fails to demonstrate that the air carrier will continue to be fit upon 

implementation of the substantial change, the Department may take such action as is appropriate, including 

enforcement action or steps to modify, suspend, or revoke the air carrier's certificate authority.
13

Moreover, as discussed in the FITNESS section of this order, our finding of fitness for Atlas is 

based on the operating plans described in its application, namely, performing passenger charter

air transportation using two large aircraft. Should the applicant propose to expand its operations 

to include more than two large aircraft in its passenger operations, our fitness findings, 

particularly involving the adequacy of Atlas’ management and financial resources, might no 

longer apply. Therefore, should Atlas desire to operate more than two large aircraft in its 

passenger operations, it must first provide the Department with at least 45 days advance notice of 

such plans and provide updated information establishing its fitness for such expansion. The 

compliance of the company with this requirement is essential if we are to carry out our 

responsibilities under section 41110(e).14

Finally, if Atlas is granted effective authority, it would be required to submit a detailed progress 

report, within 45 days following the end of the first year of certificated flight operations, to the 

Air Carrier Fitness Division. The submission of a first year progress report is conditioned upon 

all newly certificated air carriers and was adopted as policy by the Department to aid in 

monitoring the fitness of new air carriers. The report should include a description of the air 

carrier’s current operations (number and type of aircraft, principle markets served, total number 

of full-time employees), a summary of how its operations have changed during the year, a 

discussion of any changes it anticipates from its current operations during its second year, 

current financial statements,15 and a listing of current senior management and key technical 

personnel. The air carrier should also be prepared to meet with staff members of the Fitness 

Division to discuss its current and future operations.

REQUEST FOR CONFIDENTIAL TREATMENT

On October 23, 2009, Atlas filed a motion for confidential treatment under 14 CFR § 302.12 

(“Rule 12”) to withhold from public disclosure certain information filed in support of its 

applications. Specifically, Atlas requested confidential treatment of the FAA certificate 

numbers, financial and operational information, and projections related to the passenger charter 

service Atlas proposes to operate.

On November 3, 2009, World filed an answer to Atlas’ request for confidential treatment. World 

argued that the material Atlas is requesting be afforded confidential treatment is not protected 

from public disclosure and is usually of the type that is released to the public. Specifically, 

World stated that start-up expenses and first-year projected revenues; operating profit (loss), and

net income (loss) are the types of information that are publically disclosed with every applicant 

applying for new certificate authority. 

 

14 We also remind Atlas about the requirements of section 204.7 of our rules. This section provides, among other 

things, that (1) the certificate authority granted to a company shall be revoked if the company does not commence 

actual flying operations under that authority within one year of the date of the Department's determination of its 

fitness; (2) if the company commences operations for which it was found fit and subsequently ceases such 

operations, it may not resume certificated operations unless its fitness has been redetermined; and (3) if the company 

does not resume operations within one year of its cessation, its authority shall be revoked for dormancy.

15 These financial statements should include a balance sheet as of the end of the company’s first full year of 

certificated flight operations and a 12-month income statement ending that same date.
14

On November 9, 2009, Atlas filed a motion for leave to file and reply to World regarding the 

applicant’s confidential treatment request. Atlas asserted that World offered no legal or factual 

justification for the Department to deny confidential treatment of the air carrier’s forecasted 

revenues and costs. In that filing, Atlas attested that Exemption 4 to the Freedom of Information 

Act, 5 U.S.C. § 552(b)(4), as implemented by the Department’s Rule 12, allows applicants 

seeking certificate authority to keep information confidential if the disclosure of such 

information would likely cause the submitter substantial competitive harm.

On November 13, 2009, a motion for leave to file and surreply of World was submitted to 

Docket DOT-OST-0267 and DOT-OST-2009-0268. In that filing, World asserted that Atlas 

attempted to prevent meaningful public participation by shielding its cost and revenue data from 

public view. World further stated, in that submission, that the Department has previously denied 

such confidential treatment requests in order to protect the public’s opportunity to review and 

comment on such forecasts. 

Rule 12 instructs us to evaluate requests for confidential treatment in accordance with the 

standards of disclosure found in the Freedom of Information Act (5 U.S.C. section 552). 

Information may be withheld from disclosure under 5 U.S.C. 552(b)(4) if it is (1) commercial or 

financial, (2) obtained from a person outside of the government, and (3) privileged or 

confidential (Gulf and Western Industries, Inc. v. United States, 615 F.2d 527, 529 (D.C. Cir. 

1979)).

There is no question that the information for which Atlas seeks confidential treatment is financial 

or commercial in nature and that it was obtained from a person outside the government. The 

remaining question is whether the information is privileged or confidential--whether “disclosure 

of the information is likely to have either of the following effects: (1) impair the Government’s 

ability to obtain necessary information; or (2) cause substantial harm to the competitive position 

of the person from whom the information was obtained” (National Parks and Conservation 

Association v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974)). Further, to be privileged or 

confidential, the information must not be of the type that is usually released to the public (Gulf 

and Western Industries, Inc. v. United States, 615 F.2d 527, 530 (D.C. Cir. 1979)). 

By letter dated December 3, 2009, the Department granted Atlas’ request to afford confidential 

treatment to its pre-operating and first-year expenses, first-year projected revenues, operating 

profits (loss) and net income (loss), and FAA certificate numbers for key Atlas personnel. We 

agree that the release of such material would allow Atlas’ competitors and others to readily 

calculate the underlying economic terms of its service agreement with SonAir and Atlas’ 

competitors could then use this information to undermine its relationship with SonAir by 

offering more attractive terms. The information for which Atlas seeks confidential treatment is 

similar to that for which we have granted confidential treatment in the past, and we see no reason 

not to do so here.

On December 8, 2009, Atlas submitted the Charter Service Agreement between it and SonAir 

under seal with appropriate confidential marking. On March 29, 2010, the applicant submitted 

additional confidential material in response to the Department’s March 26, 2010, request for 
15

additional information. We also are granting Atlas’ request for confidential treatment of this 

information. 

ACCORDINGLY,

1. We direct all interested persons to show cause why we should not issue an order making 

final our tentative findings and conclusions stated above and award a certificate to Atlas Air, 

Inc., authorizing it to engage in foreign charter air transportation of persons, property, and mail, 

subject to the attached specimen Terms, Conditions, and Limitations.

2. We direct any interested persons having objections to the issuance of an order making final 

any of the proposed findings, conclusions, or the certificate award set forth here to file such 

objections with the Department of Transportation Dockets, 1200 New Jersey Avenue, S.E., West 

Building Ground Floor, Rm. W12-140, Washington, D.C. 20590, in Dockets DOT-OST-2009-

0267 and DOT-OST-2009-0268 and serve them upon all persons listed in Attachment A no later 

than 14 days after the service date of this order; answers to objections shall be filed no later than 

7 days thereafter.

3. We suspend the application for interstate charter authority requested by Atlas Air, Inc., in 

Docket DOT-OST-2009-0268, until a domestic service proposal is submitted to the Department.

4. We deny the request from Atlas Air, Inc., for an exemption from the provisions of 

49 U.S.C. § 41101 to permit the applicant to conduct foreign charter air transportation of 

persons, property, and mail for an initial period of one year or until the grant of the requested 

foreign charter passenger certificate, whichever is earlier. 

5. We grant all Motions for Leave to File an Otherwise Unauthorized Document.

6. We grant the request of Atlas Air, Inc. to reduce the comment period from 14 days and give 

interested persons 10 days following the service date of this order to show cause why the 

tentative findings and conclusions set forth here should not be made final.

7. We grant the request from Atlas Air, Inc. to afford confidential treatment to its pre-operating 

and first-year expenses, first-year projected revenues, operating profits (loss) and net income 

(loss), FAA certificate numbers for key Atlas personnel, and to the Charter Service Agreement 

between SonAir Servico Aereo, S.A., S.A.R.L. and Atlas Air, Inc. 

8. If timely and properly supported objections are filed, we will accord full consideration to the 

matters or issues raised by the objections before we take further action.

9. In the event that no objections are filed, we will consider all further procedural steps to be 

waived and we will enter an order making final our tentative findings and conclusions.16

 

16 Since we have provided for the filing of objections to this order, we will not entertain petitions for 

reconsideration.
16

10. We will serve a copy of this order on the persons listed in Attachment A.

11. We will publish a notice of this order in the Federal Register.

By:

SUSAN L. KURLAND

Assistant Secretary

for Aviation and International Affairs

An electronic version of this document is available on the World Wide Web at

http://www.regulations.gov
Order 2010-4-8

Served: April 15, 2010 

Attachment

SPECIMEN 

Terms, Conditions, and Limitations

ATLAS AIR, INC. 

is authorized to engage in foreign charter air transportation of persons, property, and mail: 

Between any place in the United States and any place outside thereof.

This authority is subject to the following provisions:

(1) The authority to operate under this certificate will not become effective until six 

(business) days after the Department has received the following documents; provided, however, 

that the Department may stay the effectiveness of this authority at any time prior to that date:

(a) A copy of the holder's Air Carrier Certificate and Operations Specifications 

authorizing such operations from the Federal Aviation Administration (FAA).

(b) A certificate of insurance on OST Form 6410 evidencing liability insurance 

coverage meeting the requirements of 14 CFR 205.5(b) for all of its aircraft.

(c) A statement of any changes the holder has undergone in its ownership, key 

personnel, operating plans, financial posture, or compliance history, since the date of the 

Show Cause Order in this case.

(d) A revised list of pre-operating expenses already paid and those remaining to be 

paid, as well as independent verification that the holder has available to it funds 

sufficient to cover any remaining pre-operating expenses and to provide a working 

capital reserve equal to the operating costs that would be incurred in three months of 

operations.

(2) Pending receipt of effective authority, the holder may not accept payment of any kind 

(i.e., cash, check, or credit card), issue tickets for the operations proposed under this certificate, 

or enter into contracts with charter operators, and any advertisement by the holder must 

prominently state: "This service is subject to receipt of government operating authority." 

(3) The holder shall at all times conduct its operations in accordance with the regulations 

prescribed by the Department of Transportation for the services authorized by this certificate, 

and with such other reasonable terms, conditions, and limitations as the Department of 

Transportation may prescribe in the public interest.

(4) The holder shall at all times conduct its operations in accordance with all treaties and 

agreements between the United States and other countries, and the exercise of the privileges 

granted by this certificate is subject to compliance with such treaties and agreements and with 
any orders of the Department of Transportation issued under them or for the purpose of 

requiring compliance with them.

(5) The exercise of the authority granted here is subject to the holder's first obtaining from 

the appropriate foreign governments such operating rights as may be necessary.

(6) The holder's authority under this certificate is effective only to the extent that such 

operations are also authorized by the Federal Aviation Administration (FAA), and comply with 

all U.S. Government requirements concerning security, including, but not limited to 49 CFR Part 

1544.



(7) The holder shall at all times remain a "Citizen of the United States" as required by 49 

U.S.C. 40102(a)(15).

(8) The holder shall maintain in effect liability insurance coverage as required under 14 

CFR Part 205. Failure to maintain such insurance coverage will render a certificate ineffective, 

and this or other failure to comply with the provisions of Subtitle VII of Title 49 of the United 

States Code or the Department's regulations shall be sufficient grounds to revoke this certificate.

(9) Should the holder propose any substantial change in its ownership, management, or 

operations (as defined in 14 CFR 204.2(l)), it must first comply with the requirements of 14 CFR 

204.5.

(10) In the event that the holder does not commence actual flying operations under this 

certificate within one year of the date of the Department's determination of its fitness, its 

authority shall be revoked for dormancy, unless the holder is conducting operations under 

another type of certificate authority. Further, in the event that the holder commences operations 

for which it was found "fit, willing, and able" and subsequently ceases all such operations, its 

authority under all certificates held shall be suspended under the terms of 14 CFR 204.7 and the 

holder may neither recommence nor advertise such operations unless its fitness to do so has 

been redetermined by the Department. Moreover, if the holder does not resume operations 

within one year of its cessation, its authority shall be revoked for dormancy.

 



To assure compliance with all applicable U.S. Government requirements concerning security, the holder 

shall, before commencing any new service (including charter flights) to or from a foreign airport, contact 

its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the 

Transportation Security Administration has determined that security is adequate to allow such airport(s) 

to be served.
Order 2010-4-8

Served: April 15, 2010 

Attachment A

SERVICE LIST FOR ATLAS AIR INC

MR JOHN MEITUS

LAW OFFICE OF JOHN MIETUS LLC

6701 DEMOCRACY BOULEVARD

BETHESDA MD 20817-7500 

MR PETER LYNCH

ASST CHIEF COUNSEL FOR 

ENFORCEMENT AGC-300

FEDERAL AVIATION ADMINISTRATION

800 INDEPENDENCE AVENUE SW

WASHINGTON DC 20591

MR ALLEN TAYLOR

POI FOR ATLAS AIR INC

FAA NEW YORK FSDO-15

900 STEWART AVENUE

GARDEN CITY NEW YORK 11530

MR WILLIAM WEBER

CERTIFICATION SECTION MANAGER

FAA AFS-900

45005 AVIATION DRIVE SUITE 131

DULLES VA 20166

MR ADAM KOKAS

SENIOR VICE PRESIDENT AND GENERAL COUNSEL

ATALS AIR INC

200 WESTCHESTER AVENUE

PURCHASE NEW YORK 10577-2543

MR CLAY MORITZ RTS-42

OFFICE OF AIRLINE INFORMATION

DOT/RSPA/BTS E-36

1200 NEW JERSEY AVENUE SE

WASHINGTON DC 20590

MR RUSSELL POMMER

ASSOCIATE GENERAL COUNSEL AND DIRECTOR OF 

 REGULATORY AFFAIRS

ATLAS AIR INC

1147 PENNSYLVANIA AVENUE NW

SUITE 875

WASHINGTON DC 20006

MS ANNE SUISSA RTS-42

OFFICE OF AIRLINE INFORMATION

DOT/RITA/BTS E-34

1200 NEW JERSEY AVENUE SE

WASHINGTON DC 20590

MR BERNARD STANKUS RTS-42

OFFICE OF AIRLINE INFORMATION

DOT/RITA/BTS E-34

1200 NEW JERSEY AVENUE SE

WASHINGTON DC 20590