AIR TRANSPORT SERVICES GROUP, INC. MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") has been prepared with reference to the
historical financial condition and results of operations of Air Transport
Services Group, Inc., and its subsidiaries. Air Transport Services Group, Inc.
and its subsidiaries may hereinafter individually and collectively be referred
to as "the Company", "we", "our", or "us" from time to time. The MD&A describes
the principal factors affecting our results of operations, financial condition,
cash flow, liquidity and capital resources. The MD&A should be read in
conjunction with the accompanying unaudited condensed consolidated financial
statements and related notes prepared in accordance with accounting principles
generally accepted in the United States of America ("GAAP") contained in this
report and the audited consolidated financial statements and related notes
prepared in accordance with GAAP contained in our 2021 Form 10-K.

CONTEXT

We lease aircraft and provide airline operations, aircraft modification and
maintenance services, ground services, and other support services to the air
transportation and logistics industries. Through ATSG's subsidiaries, we offer a
range of complementary services to delivery companies, freight forwarders,
e-commerce operators, airlines and government customers. Our principal
subsidiaries include our aircraft leasing company (CAM) and three independently
certificated airlines (ABX, ATI and OAI).

We have two operating segments to present:

CAM offers aircraft leasing and related services to external customers and also
leases aircraft internally to the Company's airlines. CAM acquires passenger
aircraft and manages the modification of the aircraft into freighters. The
follow-on aircraft leases normally cover a term of five to ten years. CAM
currently leases Boeing 767, 757 and 777 aircraft and aircraft engines.

ACMI Services includes the cargo and passenger transportation operations of our
three airlines. Our airlines operate under contracts to provide a combination of
aircraft, crews, maintenance, insurance and aviation fuel. Our customers are
typically responsible for supplying the necessary aviation fuel and cargo
handling services and reimbursing our airline for other operating expenses such
as landing fees, ramp expenses, certain aircraft maintenance expenses and fuel
procured directly by the airline. Aircraft charter agreements, including those
for the DoD, usually require the airline to provide full service, including fuel
and other operating expenses for a fixed, all-inclusive price.

Our other business operations, which primarily provide support services to the
transportation industry, include providing aircraft maintenance and modification
services to customers, cargo load transfer and sorting services as well as
related equipment maintenance services. These operations do not constitute
separate reportable segments.

At March 31, 2022, we owned 108 Boeing aircraft that were in revenue service. We
also owned twelve Boeing 767-300 aircraft and three Airbus 321-200 aircraft
either already undergoing or awaiting induction into the freighter conversion
process at March 31, 2022. In addition to these aircraft, we leased four
passenger aircraft from third parties and operated seven freighter aircraft
provided by customers for whom we provide services under CMI agreements.

Due to the strong demand for medium widebody and narrow body freighters and as
part of our continued growth strategy to expand and diversify our fleet, during
2021 we secured additional aircraft conversion slots over the next few years. We
continue to work closely with Israel Aerospace Industries and forged new
conversion relationships with Boeing and Elbe Flugzeugwerke ("EFW"). Further, we
perform our own conversions of the Airbus A321 aircraft through a joint venture
arrangement.

Customers

Our biggest customers are ASI, which is a subsidiary of Amazon, the DoD and DHL.

Revenues from our commercial arrangements with ASI comprised approximately 34%
and 35% of our consolidated revenues during the three month periods ended March
31, 2022 and 2021 respectively. As of March 31, 2022, we leased 42 Boeing 767
freighter aircraft to ASI with lease expirations between 2023 and 2031 and we
operate those aircraft for ASI. The aircraft lease terms typically range from 5
to 10 years. We operate five other Boeing 767 aircraft provided by ASI. We also
provide ground services and aircraft maintenance services to ASI.
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DHL comprised 11% and 14% of our consolidated revenues during the three month
periods ended March 31, 2022 and 2021, respectively. As of March 31, 2022, we
leased 13 Boeing 767 freighter aircraft to DHL comprised of four Boeing 767-200
aircraft and nine Boeing 767-300 aircraft, with expirations between 2023 and
2028. Eight of the 13 Boeing 767 aircraft were being operated by the Company's
airlines for DHL. Additionally we operated two Boeing 767 aircraft that were
provided by DHL. In February 2022, the Company and DHL agreed to a six-year
extension of its dry leases for five Boeing 767 freighters as well as an
extension of the CMI agreement with DHL for ABX to operate aircraft through
April 2028. The CMI agreement was expanded to include two additional 767
freighters.

The DoD comprised 28% and 22% of our consolidated revenues during the three
month periods ended March 31, 2022 and 2021 respectively, derived primarily from
operating passenger and combi charter flights. We utilize our fleet of fifteen
passenger aircraft to operate troop movement flights for the DoD. We also
operate our four combi aircraft for the DoD, which are capable of simultaneously
carrying cargo and passengers on the main deck. We have been providing services
to the DoD since the 1990's, typically under one year agreements.


RESULTS OF OPERATIONS

Revenue and Earnings Summary

External customer revenues from continuing operations increased by $109.8
million, or 29%, to $485.9 million during the first three months of 2022
compared to the same period in 2021. Customer revenues increased in 2022 across
all lines of business but particularly for contracted airline services, charter
flights, aircraft leasing and aviation fuel sales, compared to the previous
year's period. Nine additional aircraft have been placed on customer leases
since April 1, 2021. An increase in block hours for DoD troop movements resulted
in a significant increase in ACMI Services revenue compared to the prior year's
period.

Consolidated net earnings from continuing operations were $49.8 million for the
three month period ended March 31, 2022 compared to $42.3 million for the
corresponding period of 2021. The pre-tax earnings from continuing operations
were $65.1 million for the three month period ended March 31, 2022 compared to
$55.1 million for the corresponding period of 2021. Earnings were affected by
the following specific events and certain adjustments that do not directly
reflect our underlying operations among the periods presented.

•Pre-tax earnings from continuing operations included net gains of $2.7 million
and net losses of $9.5 million for the three month periods ended March 31, 2022
and 2021, respectively, for the re-measurement of financial instruments,
including warrant obligations granted to Amazon.

•Pre-tax earnings from continuing operations were also reduced by $5.8 million
and $5.7 million for the three month periods ended March 31, 2022 and 2021,
respectively, for the amortization of customer incentives given to Amazon in the
form of warrants.

• Pre-tax income from continuing operations included gains of $5.4 million and
$4.5 million for the three-month periods ended March 31, 2022 and 2021, respectively, for out-of-service elements of retiree benefit plans.

•Pre-tax earnings from continuing operations included losses of $1.4 million and
$1.2 million for the three month periods ended March 31, 2022 and 2021,
respectively, for the Company's share of development costs and expense for a
joint venture.

•During the three month period ended March 31, 2021, the Company recognized
$28.0 million of government grants from the CARES Act, PSP Extension Law and the
American Rescue Plan.

After removing the effects of these items, adjusted pre-tax earnings from
continuing operations, a non-GAAP measure (a definition and reconciliation of
adjusted pre-tax earnings from continuing operations follows), were $64.2
million for the three month period ended March 31, 2022 compared to $20.0
million for the corresponding period of 2021. Improved results of $44.2 million
were driven by additional aircraft leases to external customers, an increase in
the number of freighter aircraft we operate and more passenger block hours for
the DoD compared to the previous year's quarter.


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A summary of our revenues and pre-tax earnings from continuing operations as
well as a reconciliation of adjusted pre-tax earnings from continuing operations
to pre-tax earnings from continuing operations is shown below (in thousands):

                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                 2022                2021
Revenues from Continuing Operations:
CAM
Aircraft leasing and related services                                        $  111,935          $   88,229
Lease incentive amortization                                                     (5,030)             (4,952)
Total CAM                                                                       106,905              83,277
ACMI Services                                                                   330,090             247,131
Other Activities                                                                102,535              93,698
Total Revenues                                                                  539,530             424,106
Eliminate internal revenues                                                     (53,670)            (48,018)
Customer Revenues                                                           

$485,860 $376,088

Pre-Tax Earnings from Continuing Operations:
CAM, inclusive of interest expense                                           $   34,995          $   21,462
ACMI Services, inclusive of government grants and interest expense               22,165              21,259
Other Activities                                                                  1,551                 389
Net unallocated interest expense                                                   (307)               (754)
Net financial instrument re-measurement gain                                      2,696               9,472
Other non-service components of retiree benefits costs, net                       5,388               4,457
Loss from non-consolidated affiliate                                             (1,403)             (1,183)
Pre-Tax Earnings from Continuing Operations                                      65,085              55,102
Add other non-service components of retiree benefit costs, net                   (5,388)             (4,457)
Less government grants                                                                -             (28,030)
Add charges for non-consolidated affiliates                                       1,403               1,183
Add lease incentive amortization                                                  5,798               5,699
Add net gain on financial instruments                                            (2,696)             (9,472)
Adjusted Pre-Tax Earnings from Continuing Operations                        

$64,202 $20,025


Adjusted pre-tax earnings from continuing operations, a non-GAAP measure, is
pre-tax earnings from continuing operations excluding the following: (i)
settlement charges and other non-service components of retiree benefit costs;
(ii) gains and losses for the fair value re-measurement of financial instruments
including warrants issued to Amazon; (iii) customer incentive amortization; and
(iv) the start-up costs and expenses of a non-consolidated joint venture. We
exclude these items from adjusted pre-tax earnings because they are distinctly
different in their predictability or not closely related to our on-going
operating activities. We also excluded the recognition of government grants from
adjusted earnings to improve comparability between periods. Management uses
adjusted pre-tax earnings from continuing operations to compare the performance
of core operating results between periods. Presenting this measure provides
management and investors with a comparative metric of fundamental operations
while highlighting changes to certain items among periods. Adjusted pre-tax
earnings from continuing operations should not be considered in isolation or as
a substitute for analysis of the Company's results as reported under GAAP.

The Company's earnings were impacted by the fair value re-measurement of the
Amazon warrants classified in liabilities at the end of each reporting period,
customer incentive amortization and the related income tax effects. The fair
value of the warrants issued or issuable to Amazon were recorded as a customer
incentive asset and are
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amortized against revenues over the duration of the aircraft leases. Our
accounting for the warrants issued to Amazon has been determined in accordance
with the financial reporting guidance for financial instruments. For additional
information about the warrants issued to Amazon, see the accompanying notes to
the financial statements included in this report.

Aircraft Fleet Summary

Our fleet of cargo and passenger aircraft is summarized in the following table
as of March 31, 2022 and December 31, 2021. Our freighters, converted from
passenger aircraft, utilize standard shipping containers and can be deployed
into regional cargo markets more economically than larger capacity aircraft,
newly built freighters or other competing alternatives. At March 31, 2022, we
owned twelve Boeing 767-300 aircraft and three Airbus A321-200 aircraft that
were either already undergoing or awaiting induction into the freighter
conversion process.

Aircraft fleet activity in the first three months of 2022 is summarized below:

•CAM completed the modification of a Boeing 767-300 cargo aircraft purchased the previous year. The aircraft is leased to an external customer under a multi-year lease.

•CAM purchased a Boeing 767-300 passenger aircraft with the aim of converting the passenger aircraft to a standard freighter configuration. This aircraft should be leased to an external customer in 2023.

•CAM purchased two Airbus A321-200 passenger aircraft with the aim of converting the passenger aircraft into a standard freighter configuration. These aircraft should be leased to external customers during 2022.

•ATI began to operate one customer-provided Boeing 767-300 freighter aircraft.

                                                                March 31, 2022                            December 31, 2021
                                                         ACMI                                        ACMI
                                                       Services      CAM         Total             Services      CAM        Total
In-service aircraft
Aircraft owned
Boeing 767-200 Freighter                                   5          26            31                 5          26          31
Boeing 767-200 Passenger                                   2           -             2                 2           -           2
Boeing 767-300 Freighter                                   2          60            62                 2          59          61
Boeing 767-300 Passenger                                   6           -             6                 6           -           6
Boeing 777-200 Passenger                                   3           -             3                 3           -           3

Boeing 757-200 Combi                                       4           -             4                 4           -           4

Total                                                     22          86           108                22          85         107
Operating lease
Boeing 767-200 Passenger                                   1           -             1                 1           -           1
Boeing 767-300 Passenger                                   3           -             3                 3           -           3
Boeing 767-200 Freighter                                   2           -             2                 2           -           2
Boeing 767-300 Freighter                                   5           -             5                 4           -           4
Total                                                     11           -            11                10           -          10
Other aircraft
Owned Boeing 767-300 under modification                    -          12            12                 -          12          12
Owned Airbus A321-200 under modification                   -           3             3                 -           1           1
Owned Boeing 767 available or staging for lease            -           1             1                 -           1           1


As of March 31, 2022, ABX, ATI and OAI were leasing 22 in-service aircraft
internally from CAM for use in ACMI Services. Of CAM's 26 externally leased
Boeing 767-200 freighter aircraft, 12 were leased to ASI and operated by ABX or
ATI, one was leased to DHL and operated by ABX, three were leased to DHL and
were being
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operated by a DHL-affiliated airline and ten were leased to other external
customers. Of the 60 externally leased Boeing 767-300 freighter aircraft, 30
were leased to ASI and operated by ATI, seven were leased to DHL and operated by
ABX, two were leased to DHL and are being operated by a DHL-affiliated airline
and 21 were leased to other external customers. The carrying values of the total
in-service fleet as of March 31, 2022 and December 31, 2021 were $1,698.3
million and $1,693.0 million, respectively.

CAM segment

CAM added nine Boeing 767-300 freighter aircraft to its portfolio since April 1,
2021 and grew its revenues by $23.6 million during the first quarter of 2022
compared to the first quarter of 2021.

As of March 31, 2022 and 2021, CAM had 86 and 75 aircraft under lease to
external customers, respectively. Revenues from external customers totaled $76.7
million and $60.8 million for the first quarter of 2022 and 2021, respectively.
Since April 1, 2021, CAM placed eleven Boeing 767-300 aircraft with external
customers under long-term leases. Additionally, in October of 2021, CAM began to
offer engine power coverage to lessees of CAM's General Electric powered Boeing
767-200 aircraft. Under this service, CAM is responsible for providing and
maintaining engines for its lease customers as needed through a pool of engines.
Revenues from external customers increased $6.3 million during the first quarter
of 2022 for this service. CAM's revenues from the Company's airlines totaled
$30.2 million during the first quarter of 2022, compared to $22.5 million for
2021.

CAM's pre-tax earnings from continuing operations, inclusive of internally
allocated interest expense, were $35.0 million and $21.5 million during the
first quarter of 2022 and 2021, respectively. Increased pre-tax earnings reflect
the nine aircraft placed into service since April 1, 2021 and a $1.5 million
decrease in internally allocated interest expense due to lower company-wide
interest expense, offset by a $9.3 million increase in depreciation expense
driven by the addition of aircraft.

In addition to the 12 Boeing 767-300 aircraft and three Airbus A321-200 aircraft
which were in the modification process at March 31, 2022, CAM has agreements to
purchase eleven more Boeing 767-300 aircraft during 2022 and 2023. CAM's
operating results will depend on its continuing ability to convert passenger
aircraft into freighters within planned costs and within the timeframes required
by customers. During 2022, we expect to lease to external customers at least
eight more newly modified Boeing 767-300 freighters, two newly modified Airbus
A321-200 freighters and re-deploy one Boeing 767-200 freighter. CAM's future
operating results will also depend on the timing and lease rates under which
aircraft are redeployed when leases expire. Additionally, CAM's future operating
results from engine power services will depend upon engine cycles operated, the
number of engine overhauls and the severity of unscheduled maintenance events.

ACMI Services

Total revenues from ACMI Services increased $83.0 million during the first
quarter of 2022 compared with corresponding period of 2021 to $330.1 million.
Improved revenues for 2022 were driven by a 42% increase in block hours flown
for DoD troop movements particularly to Europe, as well as ten additional
freighter aircraft added to operations compared to the first quarter of 2021,
including five more customer-provided aircraft that are not owned by CAM.
Overall customer block hours increased 21% for the three month period ended
March 31, 2022 compared to the corresponding period in 2021, with increases in
block hours flown for DHL and Amazon. As of March 31, 2022 and 2021, ACMI
Services included 83 and 73 in-service aircraft, respectively.

ACMI Services had pre-tax earnings of $22.2 million for the three month period
ended March 31, 2022, compared to $21.3 million for 2021 inclusive of internally
allocated interest expense and the recognition of pandemic-related government
grants of $28.0 million. Pre-tax earnings, excluding the recognition of
government grants, improved $28.9 million compared to the first quarter of 2021.
Improved earnings were a result of the increased number of aircraft in
operations and more block hours flown during the first quarter of 2022 compared
to 2021. While employee salaries and wages, contract labor, and travel expenses
all increased relative to the prior year period, the additional operating
volumes drove earnings higher. Internally allocated interest expense decreased
to $3.4 million for the first quarter of 2022 compared to $4.5 million for 2021.

Whether ACMI Services continues to be profitable will depend on a number of factors, including the impact of COVID-19 outbreaks, customer flight schedules, crew member productivity and compensation, increased employee salaries and benefits, aircraft maintenance schedules and the number of aircraft we operate. Recruitment, training and retention

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employees and contractors are important factors in our success. Severe disruptions or shortages of qualified employees could adversely affect our financial results.

Other Activities

We provide other support services to our ACMI Services customers and other
airlines by leveraging our knowledge and capabilities developed for our own
operations over the years. Through our FAA certificated maintenance and repair
subsidiaries, we sell aircraft parts and provide aircraft maintenance and
modification services. We also provide mail sorting, parcel handling and
logistical support to USPS facilities and similar services to certain ASI hub
and gateway locations in the U.S. We provide maintenance for ground equipment,
facilities and material handling equipment and we resell aviation fuel in
Wilmington, Ohio. Additionally, we provide flight training services.

External customer revenues from all other activities increased $10.9 million in
the first quarter of 2022 compared to the corresponding period of 2021, due to
fuel sales, up $5.8 million, and broad increases across most maintenance and
ground services offerings. As a result, pre-tax earnings from other activities
increased by $1.2 million for the first three months of 2022 compared to the
same period last year.

Expenses from continuing operations

Salaries, wages and benefits expense increased $19.7 million or 14% during the
first quarter of 2022 compared to 2021. While the number of total employees is
similar for the periods, salaries and wages have been impacted by higher wage
rates, benefit costs and employee termination rates.

Depreciation and amortization expense increased $11.0 million during the quarter
ended March 31, 2022 compared to 2021. The increase reflects incremental
depreciation for nine additional aircraft as well as additional depreciation
expense for engines that are now being serviced and maintained by CAM under
engine power coverage arrangements. We expect depreciation expense to increase
during future periods in conjunction with our fleet expansion, engine programs
and capital spending plans.

Maintenance, materials and repairs expense decreased by $6.3 million during the
quarter ended March 31, 2022, compared to the corresponding period of 2021.
Maintenance expense for the first quarter of 2021 included $9.5 million for an
engine power-by-the-cycle agreement that expired in September 2021. We are now
maintaining these engines through time and material agreements with engine
maintenance providers to replace the expired power-by-the-cycle agreement. The
remaining increase in expense was driven by increased flight operations for the
DoD and our customers' express cargo networks and by additional scheduled
airframe checks. The aircraft maintenance and material expenses can vary among
periods due to the number of maintenance events and the scope of airframe checks
that are performed.

Fuel expense increased by $29.9 million during the quarter ended March 31, 2022,
compared to the corresponding period of 2021. Fuel expense includes the cost of
fuel to operate DoD charters, fuel used to position aircraft for service and for
maintenance purposes, as well as the cost of fuel sales. Fuel expense increased
due to the additional block hours for the DoD and due to increases in the price
per gallon of aviation fuel compared to the previous year. Aviation fuel rates
increased approximately 40% per gallon for the comparative period.

Contracted ground and aviation services expense includes navigational services,
aircraft and cargo handling services, baggage handling services and other
airport services. Contracted ground and aviation services increased $3.5 million
for the first quarter of 2022 compared to the corresponding period for 2021. The
increases were driven primarily by the increased flying volume.

Travel expense increased by $5.8 million for the first quarter 2022 compared to
the corresponding period of 2021. In addition to increased flying volumes,
travel expense increased due to higher airfares and hotels rates compared to a
year ago.

Landing and runway expenses, which include the cost of de-icing chemicals, increased by $1.5 million for the first quarter of 2022 compared to 2021, driven by the increase in flight volumes for our customers’ express cargo networks.

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Other operating expenses increased by $3.4 million for the first quarter of 2022
compared to 2021. Other operating expenses include professional fees, employee
training, utilities, commission expense to our CRAF team for DoD revenues and
other expenses.

Operating results included a pre-tax expense credit of $28.0 million for the
first quarter of 2021 to recognize grants received from the U.S. government
under the CARES Act, PSP Extension Law and the American Rescue Plan. For
additional information about these grants, see Note H of the unaudited condensed
consolidated financial statements included in this report.

Non-operating income, adjustments and charges

Interest expense decreased by $3.1 million for the the first quarter of 2022
compared to the corresponding period for 2021. Interest expense decreased due to
lower interest rates on our borrowings under the Senior Credit Agreement and
lower average debt balances outstanding during the period.

The Company recorded unrealized pre-tax gains on financial instrument
re-measurements of $2.7 million during the three month period ended March 31,
2022, compared to a pre-tax gain of $9.5 million for 2021. The gains include the
results of re-valuing, as of March 31, 2022 and 2021, the fair value of the
stock warrants granted to Amazon as well as interest rate derivatives that we
hold. The warrant values generally increase or decrease with corresponding
increases or decreases in the ATSG share price during the measurement period.
Additionally, the value of certain warrants depends partially on the probability
that warrants will vest upon the execution of aircraft leases. Increases in the
probability of warrants vesting results in higher liabilities and losses. (See
Note C for additional information about the Amazon warrants.) The pre-tax gain
for the first quarter of 2022 was primarily a result of the impact of higher
market interest rates on the interest rate derivatives that we held. (See Note G
for additional information about the interest rate derivatives.)

Non service components of retiree benefits were a net gain of $5.4 million for
the first quarter of 2022 compared to $4.5 million for 2021. The non service
component gain and losses of retiree benefits are determined by actuaries and
include the amortization of unrecognized gains and loss stemming from changes in
assumptions regarding discount rates, expected investment returns and other
retirement plan assumptions. Non service components of retiree benefits can vary
significantly from one year to the next based on investment results and changes
in discount rates used to account for defined benefit retirement plans.

The provision for income taxes for interim periods is based on management's best
estimate of the effective income tax rate expected to be applicable for the
current year, plus any adjustments arising from changes in the estimated amount
of taxable income related to prior periods. Income taxes recorded through March
31, 2022 have been estimated utilizing a 23% rate based upon year-to-date income
projected results for the full year. The recognition of discrete tax items such
as the conversion of employee stock awards, officer's compensation, the issuance
of stock warrants and other items have an impact on the effective rate during a
period.

The effective rate from continuing operations for the three month period ended
March 31, 2022 was 23.5%. The effective tax rate is affected by the discrete tax
items in which expense and benefits for tax purposes are different than required
by generally accepted accounting principles. The effective tax rate before
including the effects of the warrant re-measurement, incentive amortizations and
the other adjustments for adjusted pre-tax earnings from continuing operations
(see items in the table above) was 23.5% for the three month period ended March
31, 2022. The effective tax rate before including the effects of the warrants
was 24% for the three month period ended March 31, 2021.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Cash flow

Net cash generated from operating activities totaled $125.7 million and $124.4
million for the three month periods ended March 31, 2022 and 2021, respectively.
Cash flows from operating activities included $0 and $37.4 million from
government payroll support programs during 2022 and 2021, respectively. Improved
cash flows generated from operating activities for the first quarter of 2022
included additional aircraft leases to customers and increased operating levels
under the ACMI Services segment. Cash outlays for pension contributions were
$0.8 million and $1.1 million for the first three months of 2022 and 2021,
respectively.
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Capital spending levels were primarily the result of aircraft modification costs
and the acquisition of aircraft for freighter modification. Cash payments for
capital expenditures were $108.3 million and $125.4 million in the first three
months of 2022 and 2021, respectively. Capital expenditures in 2022 included
$71.9 million for the acquisition of one Boeing 767-300 aircraft, two Airbus
A321-200 aircraft and freighter modification costs; $31.9 million for required
heavy maintenance; and $4.5 million for other equipment. Capital expenditures in
the first quarter of 2021 included $84.7 million for the acquisition of four
Boeing 767-300 aircraft and freighter modification costs; $37.3 million for
required heavy maintenance; and $3.4 million for other equipment.

In the first three months of 2021, we contributed $1.7 million for entry and subsequent contributions into a joint venture to develop a passenger-cargo conversion program for Airbus A321-200 aircraft.

Net cash used in financing activities was $51.5 million for the three months
ended March 31, 2022 and net cash provided by financing activities was
$14.6 million for the corresponding period in 2021. During the first three
months of 2022, we made debt payments of $90.1 million and we drew $40.0 million
from the revolving credit facility. During the first three months of 2021, we
made debt principal payments of $124.1 million and we drew $140.0 million from
the revolving credit facility.

Commitments

As of March 31, 2022, the Company had 15 aircraft that were in or awaiting
modification to a freighter configuration. Additionally, we placed
non-refundable deposits and have agreements to purchase 11 more Boeing 767-300
passenger aircraft through 2023. We expect to purchase additional aircraft for
modification in 2022 and 2023. The Company outsources a significant portion of
the aircraft freighter modification process to non-affiliated third parties. The
modification primarily consists of the installation of a standard cargo door and
loading system. We estimate that total capital expenditures for 2022 will total
approximately $590 million, of which the majority will be related to aircraft
purchases and freighter modifications. Actual capital spending for any future
period will be impacted by aircraft acquisitions, maintenance and modification
processes.

Liquidity

At March 31, 2022, the Company had $35.5 million of cash balances and $474.9
million available from the unused portion of the revolving credit facility under
its Senior Credit Agreement as described in Note F of the accompanying financial
statements. We expect our operations to continue to generate significant net
cash in-flows after deducting required spending of approximately $200 million
for heavy maintenance and other sustaining capital expenditures during the year
2022. To expand our fleet we estimate that capital expenditures for aircraft
purchases and freighter modifications will total $390 million for 2022. We
believe that the Company's current cash balance, forecasted cash flows provided
from its customer leases and operating agreements, combined with its Senior
Credit Agreement, will be sufficient to fund the expansion and maintenance of
our fleet while meeting our contractual obligations, other commitments and
working capital requirements for at least the next twelve months.

Continued global disruptions to supply chains and labor shortages could delay aircraft modification projects, push contractual obligations to later periods and could impact the expected amount of capital expenditures.


CRITICAL ACCOUNTING ESTIMATES

The MD&A and certain other disclosures included elsewhere in this report, are
based upon our consolidated financial statements, which have been prepared in
accordance with GAAP. The preparation of the financial statements requires us to
select appropriate accounting policies and make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosures of contingencies. In certain cases, there are alternative
policies or estimation techniques which could be applied. On an ongoing basis,
we evaluate our selection of policies and the estimation techniques we use,
including those related to revenue recognition, post-retirement liabilities, bad
debts, self-insurance reserves, valuation of spare parts inventory, useful
lives, salvage values and impairment of property and equipment, income taxes,
contingencies and litigation. We base our estimates on historical experience,
current conditions and on various other assumptions that are believed by
management to be reasonable under the circumstances. Those factors form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources, as well as for identifying and
assessing our accounting treatment with respect to commitments and
contingencies. By their nature, these
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judgments are subject to uncertainty. Actual results may differ from these estimates under different assumptions or conditions.

For information regarding recently issued accounting pronouncements and the
expected impact on our annual statements, see Note A "SUMMARY OF FINANCIAL
STATEMENT PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES" in the accompanying
notes to the Condensed Consolidated Financial Statements included in Part I,
Item 1 of this Form 10-Q. Except as provided in Note A, our critical accounting
policies and estimates have not changed materially from those disclosed in our
2021 Form 10-K.

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