8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________

Form 8-K

 _____________________

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2018

_____________________

(Exact name of registrant as specified in its charter)

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DE	000-50368	26-1631624
(State or other jurisdiction of incorporation)	Commission File Number:	(IRS Employer Identification No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices, including zip code)

(937) 382-5591

(Registrant's telephone number, including area code)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2018, Joseph C. Hete, the President & Chief Executive Officer, and Quint O. Turner, the Chief Financial Officer, of Air Transport Services Group, Inc. ("ATSG"), will be giving a webcast presentation and participating in meetings with investors at the Stephens Investment Conference being held at the Lotte New York Palace Hotel in New York. During the presentation and meetings, Messrs. Hete and Turner will be discussing ATSG's business, strategy, results and outlook, and respond to questions, utilizing the written presentation attached hereto as Exhibit 99.1.

The webcast presentation is scheduled to begin at approximately 9:00 a.m. ET. Interested parties may listen to the presentation via a live audio Internet webcast at http://wsw.com/webcast/stph30/atsg/index.aspx or at the Company's website, www.atsginc.com.

ATSG is furnishing the information contained herein, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the "SEC"). This information shall not be deemed to be "filed" with the SEC or incorporated by reference into any other filing with the SEC.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Presentation, to be discussed with investors on November 6, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AIR TRANSPORT SERVICES GROUP, INC.
By:	/S/  W. JOSEPH PAYNE
	W. Joseph Payne
	Chief Legal Officer & Secretary
Date:	November 6, 2018

EX-99.1

Stephens Inc. Joe Hete NY Investment Conference CEO Joe.hete@atsginc.com New York, NY Quint Turner November 6, 2018 CFO quint.turner@atsginc.com The global leader in midsize wide-body (937) 366-2303 leasing and operating solutions

Cautionary Statement Regarding Forward-Looking Statements Except for historical information contained herein, the matters discussed in this presentation contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that are inherently difficult to predict. Words such as “projects,” “believes,” “anticipates,” “will,” “estimates,” “plans,” “expects,” “intends” and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements are based on expectations, estimates and projections as of the date of this presentation and address activities events or developments that we expect, believe or anticipate will or may occur in the future. Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. We caution all readers that the forward- looking statements contained in this presentation are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or the forward-looking events and circumstances will occur. There are a number of important factors that could cause Air Transport Services Group's ("ATSG's") actual results to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, changes in market demand for our assets and services; our operating airlines' ability to maintain on-time service and control costs; the cost and timing with respect to which we are able to purchase and modify aircraft to a cargo configuration; fluctuations in ATSG's traded share price, which may result in mark-to-market charges on certain financial instruments; the number, timing and scheduled routes of our aircraft deployments to customers, that one or more closing conditions to the acquisition of Omni Air International, LLC, including certain regulatory approvals, may not be satisfied or waived on a timely basis; the risk that the acquisition may not be completed on the terms or in the time frame expected by ATSG, or at all; uncertainty of the expected financial performance of the combined company following completion of the acquisition; and other factors (including those listed under the heading “Risk Factors”) that are contained from time to time in ATSG's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should carefully review this presentation and should not place undue reliance on ATSG's forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this presentation. ATSG undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. 2

ATSG at a Glance Business Overview Revenue By Segment1 Revenue By Customer1  ATSG is a leading provider of aircraft leasing and air ACMI MRO DHL Amazon cargo transportation and related services to domestic Services Services and foreign air carriers and other companies that outsource their air cargo lift requirements 20% 27% 29%  In-service fleet of 73 at 3Q2018: 767s, 757s and 737s 49% Other 8%  Key Business Segments: — Cargo Aircraft Management (CAM): dry-leasing 23% 10% 34% Military cargo aircraft CAM Other — ACMI (Aircraft, Crew, Maintenance & Insurance) Services: CMI and ACMI services agreements Strong Financial Performance ($M) — MRO (Maintenance, Repair & Overhaul) Services: aircraft maintenance and freighter conversion services  Business segments work in collaboration to deliver $296- holistic operational solutions to customers $1,068 301E $268  End markets include air cargo transportation and $769 package delivery industries (for both commercial and $212 $197 government entities) $619  Founded in 1980 and headquartered in Wilmington, OH, with 3,400 employees 1. Segment revenue before elimination of internal revenues and revenue by customer percentages are calculated based on results for the first nine months of 2018. 2. Non-GAAP metric. See table at end of this presentation for reconciliation to nearest GAAP results for Adjusted EBITDA. All references in the presentation to “Adjusted EBITDA” refer to 2015 2016 2017 2015 2016 2017 2018E Adjusted EBITDA from Continuing Operations. Revenue Adj. EBITDA2 3

ATSG Operating Entities Strong array of capabilities to complement leases of core aircraft assets Leasing CMI & ACMI Services Aircraft Maintenance Other  Sort & Gateway  Heavy and Line Maintenance  Dry Leasing  CMI Services Operations  Component Services  GSE Leasing  Engine Leasing  ACMI Services  Engineering Services  Facility  Wet2Dry transitioning  Engine PBC  Passenger to Freighter Conversions Support  On-Demand Charter Services Services  Boeing and Airbus Capability  MHE Service Airborne Global Solutions is the marketing entity supporting all of the business units 4

Omni Air Acquisition Overview ATSG to acquire Omni Air, a leading provider of passenger service to the U.S. government and commercial customers  Omni Air International, LLC. is a worldwide provider of passenger airlift operations and transportation services and a leading provider of passenger airlift services to the U.S. Department of Defense (DoD) via the Civil Reserve Air Fleet (CRAF) program  ATSG and Omni Air, on a combined basis, produced an estimated $1.4 billion of revenue and more Strategic than $420 million of adjusted EBITDA1 for the twelve-month period ended August 31, 2018 Overview  Strategic acquisition invests ATSG capital into growth (13.2% CAGR in Omni Air revenue, FY2016 to FY2018E)  Expands ATSG’s relationship with the DoD while diversifying its revenue base, adding the Boeing 777 platform, and growing the Boeing 767 fleet  $845 million cash purchase price inclusive of ~$85 million NPV of tax benefits — After adjusting for the NPV of tax benefits, purchase multiple of 5.8x LTM August 2018 Adjusted EBITDA  Omni Air brings more than $430 million of annual revenue to ATSG (trailing 12 months through August 2018); strong operating margins and sustained cash flow Financial  Potential synergies derived from shared corporate services, aircraft maintenance, and fleet planning Overview  The acquisition exceeds ATSG’s investment hurdle and is expected to be accretive to Adjusted EPS² starting in 2019  The transaction will be funded through an expansion of existing term loan debt and utilization of the revolving credit facility, At close, total debt to annual adjusted EBITDA of the combined entity is projected to be approx. 3.4x, and is expected de-lever thereafter  Expected to close in November 1. Adjusted EBITDA is a non-GAAP financial measure. 2. Adjusted EPS defined as ATSG’s GAAP Earnings Per Share excludes transaction-related costs (amortization), effects of Amazon warrants, and the Company’s share of the A321 joint venture development costs. 5

Omni Air at a Glance Founded in 1993 | Headquartered in Tulsa, OK | More than 850 Employees U.S. Department of Defense Other Government Business Commercial Business (“DoD”) Business Segment % of ~70%1 ~30%1 Total Revenue Leading CRAF provider of Also serves other U.S. government Worldwide provider of passenger ACMI Description passenger airlift services to agencies and contractors, and operations and transportation services the U.S. DoD governments of U.S. allies across a diverse customer base Charter ACMI Japan Customers 1. Omni segment revenue data as of August 2018. 6

Omni Air - Strategic Rationale and Key Opportunities Highly Complementary Business Combination 1H18 ATSG Revenue Mix  Strong financial profile with stable revenue base, attractive margins and excellent recurring cash flow generation DHL  Customer revenue diversification and expansion of DoD Other 28% relationship 32%  Strategically reinvesting strong cash flows into growth opportunities Amazon DoD 29%  Immediate scale into passenger transport with 767 and 777 11% operations  Potential addition of cargo capability at Omni Air 1  Minimal fuel price exposure for either entity 1H18 Pro Forma Revenue Mix  Collective bargaining agreements recently amended with both pilots and flight attendants; through March 2022 and November 2022, respectively DHL 18%  Other Longer term, potential pipeline for 767 conversion feedstock 30%  Highly experienced management team, similar culture Amazon 19%  Immediately accretive to ATSG’s Adjusted EPS in 2019 DoD 33% 1. Reported 2018 six-month revenues for ATSG and Omni Air 7

ATSG and Omni Air Fleets at Sept. 30, 2018 ATSG – 73 Operating Aircraft Omni Air – 13 Operating Aircraft Boeing 767-300F – 29 in service Boeing 767-300P – 7 in service  Twenty-five dry-leased to  Commercial, DoD, DHL, Amazon, NAC, Amerijet, and U.S. and allied Air Incheon, Cargojet, 6-8 yr. governments terms  In-service fleet projected at 34 by YE2018  Six undergoing cargo conversion Boeing 767-200F – 34 in service Boeing 767-200P – 3 in service  Twenty-seven dry-  Commercial leased to Amazon, DHL, ACMI/Charter, DoD Amerijet, Cargojet, Raya, West Atlantic, 3-5 year terms Boeing 757s – 8 in service Boeing 777-200P – 3 in service  Four 757-200 combis under ACMI agreements  with U.S. Military, four Commercial 757-200Fs under ACMI ACMI/Charter, DoD agreements with DHL Boeing 737-400Fs – 2 in service  Two dry leased to West Atlantic, 5-year term 8

Focused on the Converted Freighter Growth Opportunity E-Commerce Market Demand Favors Lower-Investment Converted Midsize & Standard Freighters Global Retail E-commerce ATSG Fleet Global Freighter Deliveries $Trillions Sales In Service 5 2018-2037 Converted 4.9 Wide-body Converted Converted Boeing 767-300F 4 Narrow-body Wide-body 4.1 Boeing 767-200F +1170 Converted 3.5 Narrow-body 3 2.8 Boeing 737-400F +2,650 +500 (PEMCO conversions) 2 2.3 Boeing 757F & Combi deliveries 1.8 Under Development 1.5 1 1.3 Converted Narrow-body +470 +510 Boeing 737-700 New (PEMCO under development) 0 New Medium Large Wide-body Wide-body Airbus A321-200 (ATSG/Precision JV under development) Source: Boeing Commercial Market Outlook-2018 Source: Statista.com 9

767F Fleet Projected to be 84% Dry Leased at YE2018 Demand from regional air networks drives doubling of our dry-leased midsize 767 freighter fleet since 2014, longer-term leases, and more CMI, maintenance and logistics support. CAM-Owned 767Fs YE 2014 YE 2015 YE 2016 YE 2017 YE 2018E 45 49 59 67 75 57 24 30 41 50 (13 with CMI) (15 with CMI) (28 with CMI) (33 with CMI) (31 with CMI) 1 10 11 11 20 17 2 2 1 7 6 5 2 Dry leased ACMI/Charter Staging/Unassigned Undergoing cargo modification 10 10

Long-term Relationships with Key Customers DHL  Long-term contracts since August 2003  CAM leases sixteen B767 freighter aircraft under long-term and short- term leases  ACMI and CMI agreements to operate B757 and B767 aircraft  Americas Region remains fastest growing region for DHL Express; 1H2018 revenues up 17.4% in Americas ex currency effects Amazon  In March 2016, entered into contract with CAM to lease twenty B767 freighter aircraft — twelve B767-200 freighters under 5-year contracts — eight B767-300 freighters under 7-year contracts  Five-year CMI agreement to operate aircraft  All twenty aircraft now leased; final lease started in August 2017  LGSTX Services subsidiary provides gateway services U.S. Military  Provide B757 Combi aircraft to serve passenger and freight requests  Sole provider of combi service to military for 20+ years  Contract renewed effective January 2018 through December 2021 11

Other Businesses MRO Services P-to-F Conversions  6 large hangars, 600,000+ sq. ft. Aircraft MRO Market in OH & FL Total Spending 2018-2038  Heavy maintenance $295B  Narrowbody / widebody support of Boeing, Airbus & regional aircraft types PEMCO Precision Joint Venture $160B  Established relationships with  Pax to Freighter 737  Developing Airbus A321 major carriers in U.S. and abroad Conversions: -300s, -400s Program:  Contracts with Delta, American &  70% China market share in  B757 capacity, B737 efficiency Frontier for fleet maintenance B737s  Targeting 2019 deployment Line Hangar  B737-700 Next Gen P-to-F Source: Boeing Services  Prospects: CAM, other carriers Market Outlook 2018-2037 under development Other Activities  Ongoing ground support for Cargo Operations Market selected Amazon gateway Total Spending 2018-2038 facilities in U.S. $400B  Ground support equipment leasing  Facility Support Services  MHE Service Source: Boeing Services Market Outlook 2018-2037 12

Historical Financial Performance Revenues Adjusted EBITDA** ($ in millions) $1,068 ($ in millions) $296- $290* 301E $769 $268 $212 $590 $619 $197 $171 $778* $216M YTD 2014 2015 2016 2017 2014 2015 2016 2017 2018E Capital Expenditures Debt Obligations/Adjusted EBITDA** ($ in millions) $297 $280E $265 2.2x ~2.3x 2.0x 2.1x $159 1.6x 78 $112 $214M YTD 60 70 53 55 767, 757 & 737 Owned Freighters 2014 2015 2016 2017 2018E 2014 2015 2016 2017 2018E * Pro-forma adjustment to 2017 revenues to illustrate the effect of changes in revenue recognition * * Adjusted EBITDA is a non-GAAP metric. Debt Obligations, fleet totals are as of end of period. rules effective 1/1/18 as if they were in effect on 1/1/17. See table at end of this presentation for reconciliation to nearest GAAP results. 2018E 13 Adjusted EBITDA, Debt excludes Omni Air

Nine Months 2018 Results Higher fleet utilization, maintenance and logistics services, drove revenue and cash flow growth $MM $MM $MM  Revenues1 Adj. Pretax Adj. EPS2 Adj. EBITDA2 10% revenue gain excl. 2017 reimbursables Earnings2 (Cont. Oper.) (Cont. Oper.) driven by additional 767 leases, Amazon CMI (Cont. Oper.) support. $745  ACMI Services $5.0M pretax, up vs. 9 Mo. $216 2017 loss of $3.0M. $1881 $18 $612 8 $187  CAM pretax $49.9M, up $4.3M. Increase due to more leased freighters, offset by higher depreciation and interest. $75 $64  Adjusted Pre-tax Earnings exclude non-cash $5581 $0.94 effects of Amazon warrants, pension charge, non-consolidating affiliate charge, gain/loss in $0.60 other financial instruments.  Adjusted EPS excludes effects of the Amazon warrants and the company's share of the A321 joint venture development costs. 2017 2018 2017 2018 2017 2018 2017 2018 1. 2018 revenues related to costs that are directly reimbursed to ATSG and controlled by the customer are reported net of the corresponding expenses. Corresponding 9 Mo. 2017 revenues included $188M of such reimbursements. 2. Non-GAAP metrics. See tables at end of this presentation for reconciliation to nearest GAAP results for Adjusted Pretax Earnings, Adjusted EBITDA, and Adjusted EPS. 14

Key Components of Capital Structure Total Debt Convertible Term Loan / Revolver  $258.75 million, 1.125% Pre-Omni: 9/30/18 Post-Omni: YE2018E coupon, effective Sept. 2017;  Fixed-rate hedged term  Fixed-rate hedged term loan Oct. 2024 maturity loan with balance of $60 with balance of $60 million,  Bond hedge, with warrant million, plus hedged plus hedged revolver of $125 transaction up 75% to $41.35 revolver of $125 million million per share  Variable-rate revolver with  Variable-rate term loan with balance of $155 million balance of $675 million  $545 million revolver  Variable-rate revolver with capacity balance of $330 million Amazon Warrants  14.4M warrants vested; commitment for warrants equal to 19.9% of ATSG common @ Sept. 2020  Exercise price $9.73  Expire March 2021 unless exercised  ~$140M potential additional capital if all warrants exercised for cash  Amazon may elect cashless exercise for a number of shares equivalent in value to the appreciation above the exercise price of $9.73, based on then-current market price. 15

Conclusion - Investment Highlights Strong Sustainable Cash Flow From Aircraft Lease Portfolio and DoD Contracts Solid Balance Sheet Unmatched Mix of and Cash Flows Services for Cargo, Back Future Growth Passenger Markets Initiatives Increased Revenue Broad Array of Aircraft Diversification With Options: Blue-Chip Customers 737/757/767/777 16 16

EPS Adjustments Reflect Warrant Valuation Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2018 2017 2018 2017 $ Per $ Per $ Per $ Per $ Share $ Share $ Share $ Share Earnings (loss) from Continuing $ 32,933 $ (28,229 ) $ 73,079 $ (72,351) Operations - basic (GAAP) Gain from warrant revaluation, net (16,801 ) — (24,274 ) — tax Earnings (loss) from Continuing 16,132 $ 0.24 (28,229 ) $ (0.48 ) 48,805 $ 0.71 (72,351 ) $ (1.23 ) Operations - diluted (GAAP) Adjustments, net of tax Loss from warrant revaluation — — 33,158 0.52 — — 95,015 1.53 Lease incentive amortization 3,272 0.04 6,368 0.11 9,816 0.14 13,708 0.23 Pension settlement charge — — 3,400 0.06 — — 3,400 0.06 Loss from joint venture 2,049 0.03 602 0.01 5,883 0.09 602 0.01 Adj. Earnings from Continuing $ 21,453 $ 0.31 $ 15,299 $ 0.22 $ 64,504 $ 0.94 $ 40,374 $ 0.60 Operations (non-GAAP) Shares Shares Shares Shares Weighted Average Shares - diluted 68,323 58,733 68,629 58,965 Additional weighted average — 9,861 — 8,066 shares Adjusted Shares (non-GAAP) 68,323 68,594 68,629 67,031  ATSG’s GAAP Earnings from Continuing Operations for 2017 and future periods reflect: — Incremental gain or loss in financial instruments each quarter, net of tax, based on effect of mark-to-market changes in ATSG stock price on value of warrant liability — Non-cash lease revenue reduction associated with the amortization of value for warrants  Items above are excluded from Adjusted EPS from Continuing Operations. Adjusted EPS includes additional shares related to warrant dilution 17

Non-GAAP Reconciliation Statement Reconciliation Stmt. ($ in 000s except Ratios) 2014 2015 2016 2017 9Mo 2017 9Mo 2018 GAAP Pre-Tax Earnings (Loss) from Cont. Oper. $ 51,776 $ 62,563 $ 34,454 $ (6,536) $ (53,107) $ 89,418 Non-service components retiree benefit costs, net (1,452) (1,040) 6,815 6,105 5,883 (6,135) Non-consolidating affiliate charges - - 1,229 3,135 945 7,600 Lease Incentive Amortization - - 4,506 13,986 9,760 12,678 Financial Instruments Loss (Gain) (1,096) (920) 18,107 79,789 100,213 (28,707) Adjusted Pre-tax Earnings from Cont. Operations 49,228 60,603 65,111 96,479 63,694 74,854 Interest Income (92) (85) (131) (116) (85) (144) Interest Expense 13,937 11,232 11,318 17,023 11,658 16,336 Depreciation and amortization 108,254 125,443 135,496 154,556 111,828 124,825 Adjusted EBITDA from Cont. Oper. $ 171,327 $ 197,193 $ 211,794 $ 267,942 $ 187,095 $ 215,871 Debt Obligations - end of period $ 344,094 $ 317,658 $ 458,721 $ 570,117 Debt Obligations/Adjusted EBITDA Ratio 2.01 1.61 2.17 2.13  Adjusted Pre-Tax Earnings from Continuing Operations is defined as Earnings from Continuing Operations Before Income Taxes plus pension settlement costs, certain charges from non-consolidating affiliates, and lease incentive amortization. It excludes the net effect of financial instrument gains and losses, and of non-service components of retiree benefit costs  Adjusted EBITDA from Continuing Operations is defined as Earnings from Continuing Operations Before Income Taxes plus net interest expense, depreciation and amortization expense, pension settlement costs, charges from non-consolidating affiliates, and lease incentive amortization. It excludes the net effect of financial instrument gains and losses, and of non-service components of retiree benefit costs  Debt Obligations / Adjusted EBITDA Ratio is defined as Debt Obligations (Long-term Debt Obligations plus Current Portion of Debt Obligations plus Convertible Note Obligations at end of period) divided by Adjusted EBITDA from Continuing Operations, rolling four quarters.  Adjusted EBITDA from Continuing Operations, Debt Obligations / Adjusted EBITDA Ratio, and Adjusted Pre-Tax Earnings from Continuing Operations are non-GAAP financial measures and should not be considered alternatives to net income or any other performance measure derived in accordance with GAAP. Management uses Adjusted EBITDA from Continuing Operations, Debt Obligations/Adjusted EBITDA Ratio, and Adjusted Pre-Tax Earnings from Continuing Operations to assess the performance of its operating results among periods. These measures should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP, or as an alternative measure of liquidity 18