UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


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FORM 10-Q/A


(Amendment No. 1)


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)


OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2015


Commission file number 000-50368


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(Exact name of registrant as specified in its charter)


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Delaware26-1631624(State of Incorporation)(I.R.S. Employer Identification No.)


145 Hunter Drive, Wilmington, OH 45177


(Address of principal executive offices)


937-382-5591


(Registrant’s telephone number, including area code)


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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated fileroAccelerated filerxNon-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES o NO x


As of May 8, 2015, 65,234,555 shares of the registrant’s common stock, par value $0.01, were outstanding.

























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EXPLANATORY NOTE


Air Transport Services Group, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarterly period ended March 31, 2015 in response to comments received by the Company from the Securities and Exchange Commission regarding the Company’s request for confidential treatment of certain portions of the Amended and Restated Air Transportation Services Agreement between DHL Network Operations (USA), Inc., ABX Air, Inc. and Cargo Aircraft Management, Inc., dated January 14, 2015 (the Amended and Restated ATSA”), filed as Exhibit 10.1 to the original Form 10-Q. The Company is filing this Amendment for the sole purpose of disclosing language in the Amended and Restated ATSA, Exhibit D to the Amended and Restated ATSA and Exhibit F to the Amended and Restated ATSA that the Company previously redacted from the version of Exhibit 10.1 it filed with the original Form 10-Q pursuant to the Company’s request for confidential treatment.


In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits hereto.


Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures presented in, or attached as exhibits to, the original Form 10-Q.










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ITEM 6. EXHIBITS


The following exhibits are filed with or incorporated by reference into this report.


10.1Amended and Restated Air Transportation Services Agreement between DHL Network Operations (USA), Inc., ABX Air, Inc. and Cargo Aircraft Management, Inc., dated January 14, 2015, filed herewith.  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.31.1Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.


101.INSXBRL Instance Document101.SCHXBRL Taxonomy Extension Schema Document101.CALXBRL Taxonomy Extension Calculation Linkbase Document101.DEFXBRL Taxonomy Extension Definition Linkbase Document101.LABXBRL Taxonomy Extension Labels Linkbase Document101.PREXBRL Taxonomy Extension Presentation Linkbase Document


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


AIR TRANSPORT SERVICES GROUP, INC.,a Delaware CorporationRegistrant/S/  JOSEPH C. HETEJoseph C. HeteChief Executive Officer (Principal Executive Officer)Date:August 7, 2015/S/  QUINT O. TURNERQuint O. TurnerChief Financial Officer (Principal Financial OfficerDate:August 7, 2015and Principal Accounting Officer)








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INDEX TO EXHIBITS


Exhibit No.Description of Exhibit10.1Amended and Restated Air Transportation Services Agreement between DHL Network Operations (USA), Inc., ABX Air, Inc. and Cargo Aircraft Management, Inc., dated January 14, 2015, filed herewith.  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.31.1Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (which was filed on May 8, 2015) (File No. 1-11593)).32.2Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (which was filed on May 8, 2015) (File No. 1-11593)).


101.INSXBRL Instance Document(Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (which was filed on May 8, 2015) (File No. 1-11593) [Exhibit 101.INS]).101.SCHXBRL Taxonomy Extension Schema Document(Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (which was filed on May 8, 2015) (File No. 1-11593) [Exhibit 101.SCH]).101.CALXBRL Taxonomy Extension Calculation Linkbase Document(Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (which was filed on May 8, 2015) (File No. 1-11593) [Exhibit 101.CAL]).101.DEFXBRL Taxonomy Extension Definition Linkbase Document(Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (which was filed on May 8, 2015) (File No. 1-11593) [Exhibit 101.DEF]).101.LABXBRL Taxonomy Extension Labels Linkbase Document(Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (which was filed on May 8, 2015) (File No. 1-11593) [Exhibit 101.LAB]).101.PREXBRL Taxonomy Extension Presentation Linkbase Document(Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (which was filed on May 8, 2015) (File No. 1-11593) [Exhibit 101.PRE]).





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