air transport services group investor presentation

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INVESTOR PRESENTATION 2Q2021 I slide 1 @ATSGinc www.ATSGinc.com AIR TRANSPORT SERVICES GROUP INVESTOR PRESENTATION AUGUST | 2021 RICH CORRADO | PRESIDENT & CEO QUINT TURNER | CFO MIKE BERGER | CCO JOE PAYNE | CLO ED KOHARIK | COO ATSG SUPPORTS OUR CUSTOMERS WITH RESILIENCE, FLEXIBILITY AND INTEGRITY with a 360° set of top-quality capabilities and a tenacious approach that overcomes challenges and allows their opportunities to take flight

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I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 1 @ATSGinc www.ATSGinc.com

AIR TRANSPORT SERVICES GROUPINVESTOR PRESENTATIONA U G U S T | 2 0 2 1

R I C H C O R R A D O | P R E S I D E N T & C E O

Q U I N T T U R N E R | C F O

M I K E B E R G E R | C C O

J O E P A Y N E | C L O

E D K O H A R I K | C O O

ATSG SUPPORTS OUR CUSTOMERSWITH RESILIENCE, FLEXIBILITY AND INTEGRITY

with a 360° set of top-quality capabilities and a tenacious approach that overcomes challenges and allows their opportunities to take flight

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 2 @ATSGinc www.ATSGinc.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, the matters discussed in this presentation contain forward-looking statements that involve risks anduncertainties.

These forward-looking statements are based on expectations, estimates and projections as of the date of this presentation and address activities, eventsor developments that we expect, believe or anticipate will or may occur in the future. Although we believe our estimates and assumptions to bereasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’sassumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this presentationare not guarantees of future performance, and we cannot assure any reader that those statements will be realized, or the forward-looking events andcircumstances will occur.

A number of important factors could cause Air Transport Services Group's (ATSG's) actual results to differ materially from those indicated by suchforward-looking statements. These factors include, but are not limited to, (i) the following, which relate to the current COVID-19 pandemic and relatedeconomic downturn: the pandemic may continue for a longer period, or its impact on commercial and military passenger flying, may be more substantialthan what we currently expect; disruptions to our workforce and staffing capability or in our ability to access airports and maintenance facilities; theimpact on our customers' creditworthiness; and the continuing ability of our vendors and third party service providers to maintain customary servicelevels; and (ii) other factors that could impact the market demand for our assets and services, including our operating airlines' ability to maintain on-timeservice and control costs; the cost and timing with respect to which we are able to purchase and modify aircraft to a cargo configuration; fluctuations inATSG's traded share price and in interest rates, which may result in mark-to-market charges on certain financial instruments; the number, timing andscheduled routes of our aircraft deployments to customers; our ability to remain in compliance with key agreements with customers, lenders andgovernment agencies; changes in general economic and/or industry specific conditions; and other factors that are contained from time to time in ATSG'sfilings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers shouldcarefully review this presentation and should not place undue reliance on ATSG's forward-looking statements. These forward-looking statements werebased on information, plans and estimates as of the date of this presentation. Except as may be required by applicable law, ATSG undertakes noobligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or otherchanges.

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 3 @ATSGinc www.ATSGinc.com

ATSG 2020 AT A GLANCE

In-service fleet of 110 at 06/30/21: 777s, 767s, and 757s

Key Business Segments:

CAM Leasing: (Cargo Aircraft Management) Dry-leasing cargo aircraft, engine leasing and leasing of cargo/passenger aircraft for DoD

ACMI Services: (Aircraft, Crew, Maintenance & Insurance) CMI and ACMI agreements

Other: Businesses include MRO services, passenger-to-freighter conversion services, ground operations and material handling equipment services

Acquired passenger airline Omni Air International in November 2018

Founded in 1980 as a wholly owned subsidiary of Airborne Express; first public offering in August 2003

Headquarters located at the Wilmington Air Park in Ohio, which also serves as a regional air hub for Amazon

5,300+ employees worldwide

1H2021 Revenue By Segment(1) 1H2021 Revenue By Customer(1)

Historical Financial Performance

DHL 13%

AMAZON36%

DoD24%

OTHER 27%

ACMISERVICES

59%

CAMLEASING

19%

OTHER 22%

$212 $268

$312

$452 $452

$233

2016 2017 2018 2019 2020 1H2021

Adjusted EBITDA (3)

($ in millions)

$642

$779 $892

$1,452 $1,571

$788 $127

$289

2016 2017 2018 2019 2020 1H2021

Revenues (2)

Reported revenue from reimbursed expenses

($ in millions)

(1) Segment revenue before elimination of internal revenues and revenue by customer percentages are calculated based on 1H2021 results.

(2) Pro-forma adjustment to 2015-2017 revenues illustrate the effect of changes in revenue recognition rules effective 1/1/18 as if they were in effect on 1/1/15.

(3) Adjusted EBITDA is a non-GAAP metric. See table at end of this presentation for reconciliation to nearest GAAP results.

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 4 @ATSGinc www.ATSGinc.com

ATSG offers mid-size

aircraft leasing

solutions with an

unmatched set of

complementary cargo

and passenger services

ATSG’SDIFFERENTIATEDBUSINESSMODEL

FINANCIALS

Solid balance sheet and conservative financial policy

Significant revenue and cash flow visibility through long-term leases and operating contracts with blue-chip customer base

Business significantly immunized against trade disruptions or GDP cycles

No payload or fuel risk

SERVICES

Differentiated value-added service offerings improve customer retention – most leasing customers use several services

Best-in-class CMI airline operations for integrator and e-commerce networks

Heavy maintenance, line maintenance, conversion, and engine PBC services

Aircraft and cargo handling, sort operations, MHE and GSE service

MARKET

E-commerce enabler, providing critical service globally to customers including Amazon, DHL, and UPS

World’s largest lessor of freighter aircraft

Largest provider of passenger charter service to the DoD and other governmental agencies

Differentiated package of value-added aviation services, building long-term customer partnerships

Decades of experience with express network airline operations

ASSET

Owned aircraft portfolio focused on mid-size freighters - the asset of choice for express and e-commerce driven regional air networks

Boeing 767 freighter is ideally suited to regional network flying due to high reliability, cubic capacity and durable performance

767 is the fastest growing freighter in regional air networks around the world

Investment in next generation Airbus A321 conversion positions ATSG to capitalize on mid-range freighter demand

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 5 @ATSGinc www.ATSGinc.com

BUNDLED SERVICES FOR TURNKEY SOLUTIONS

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 6 @ATSGinc www.ATSGinc.com

ATSG fleet expansion through 2025 is focused on the growing

regional global markets with continued growth in Canada, Mexico,

Africa, and Malaysia.

We Are Worldwide

The pandemic has accelerated the shift to e-commerce by 5 years. (Source: IBM U.S. Retail Index, 8/20)

Global E-commerce Growth

ATSG GLOBAL GROWTH SUPPORTED BY E-COMMERCE AND EXPRESS NETWORKS

GLOBAL RETAIL E-COMMERCE SALES WITH U.S. E-COMMERCE AS % OF TOTAL(SALES IN BILLION US DOLLARS)

17.60% 17.00%20.10%

15.50% 15.10%

DHL - ME

Cargojet Airways

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 7 @ATSGinc www.ATSGinc.com

Commercial, DoD, and U.S. and allied

Governments

Fifty-three dry-leased to UPS, DHL,

Amazon, NAC, Amerijet, Cargojet,

and MasAir; up to 10-year terms

Plus, two supplied by Amazon

operated under CMI

Four 757-200 combis under ACMI

agreements with U.S. Military

Twenty-seven dry-leased to Amazon, DHL,

Amerijet, Cargojet, SkyTaxi, Raya, MasAir, and

Astral; up to 7-year terms

IN-SERVICEFLEET JUNE 30, 2021

Boeing 767-300 Freighter59

Boeing 767-200 Freighter32

Boeing 757-200 Combi4

Boeing 777-200 Pax

Boeing 767-300 Pax

3

9

Boeing 767-200 Pax3

Commercial, DoD, and U.S. and allied

Governments

Commercial, DoD, and U.S. and

allied Governments

CAM, a subsidiary of ATSG, anticipates modifying

and dry-leasing at least nine additional Boeing

767-300 freighters during last six months of 2021

based on current order book

Projected 767-300 Freighter Lease

Deployments in 2021

110 AIRCRAFT

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 8 @ATSGinc www.ATSGinc.com

Amazon leased thirty-one 767s at YE2020 and will lease forty-two 767s by YE2021 including:

Twelve 767-200 leases through 2023, three-year extension option

Eight 767-300 leases through 2026-27, three-year extension option

Ten 767-300 ten-year leases through 2029-30, three-year extension option

Twelve 767-300 ten-year leases through 2030-31, three-year extension option

CMI operating agreement through March 2026, three-year extension option

INTEGRATED CUSTOMER RELATIONSHIP GROWTH

CURRENT AGREEMENT

Boeing 767 Aircraft Leased by Amazon (at year end)

Currently leases thirty-eight Boeing 767 aircraft

ATSG’s airlines provide CMI service to forty-one Boeing 767 aircraft

They expect to provide CMI service up to forty-six 767s in Amazon’s air network by the end of 2021, including the forty-two aircraft leased to Amazon by CAM

Provides aircraft maintenance services

Provides gateway services in Charlotte, Tampa, Wilmington

Provides warehouse material handling solutions

CURRENT SERVICES as of June 30, 2021

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 9 @ATSGinc www.ATSGinc.com

Began with ACMI agreement for five Boeing 767 aircraft

in 2015

Through May 7, 2021, Amazon exercised 14.9 million

warrants for 14.4 million shares of ATSG representing

19.5% ownership. ATSG received $132M for the warrants

exercised for cash in May 2021

Amazon additionally holds 21.8 million warrants with an

expiration in December 2025; if all 21.8M are exercised for

cash of ~$462M, Amazon’s equity stake could total ~38%

For all unexercised warrants, Amazon may elect a

cashless option resulting in fewer shares and a lower

equity stake

LONG-TERM RELATIONSHIPSKEY CUSTOMERS

Leading CRAF provider of passenger airlift

services to the U.S. DoD

Leader of CRAF Patriot team

Charter passenger service to other

government agencies, including Dept. of

Homeland Security, Immigration & Customs

Enforcement

B757 Combi service to military for 20+

years, contracted through December 2021

Long-term contracts since August 2003;

three-year extensions signed through April

30, 2022

Ten 767 freighter aircraft leases extended

to 2022 with three others leased into

2023/24

In May 2021, DHL committed to lease four

additional 767-300 freighters to be

delivered in 2H2021 and 1H2022

CMI agreements to operate 767 freighter

aircraft

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 10 @ATSGinc www.ATSGinc.com

2020FINANCIAL RESULTS

1Customer revenues rose $118.4 million to $1.57 billion

for 2020

2 Delivered record number of Boeing 767 aircraft

3Adjusted EBITDA from continuing operations

(non-GAAP) increased $44.9 million to $497.0

million

4

Adjusted EPS(1)(Continuing Operations)

Adjusted EBITDA(1)

(Continuing Operations)

$MM $MM

Adjusted Pretax Earnings(1)

(Continuing Operations)

Revenues$MM

(1) Non-GAAP metrics. See reconciliations included in the earnings 8-K filed 02/25/21. Adjusted EBITDA, Adjusted EPS, and Adjusted Pretax Earnings from Continuing Operations also exclude impairment charges for aircraft valuations and related assets and the effects of government grants received through the CARES Act.

$128

$156

2019 2020

$1,452$1,571

2019 2020

$452

$497

2019 2020

$1.51

$1.72

2019 2020

Adjusted Earnings Per Share for 2020 were

$1.72 up $0.21 from 2019

2020 ended with a larger impact from

COVID-19 due to losses in contracted

passenger opportunities and limited

access to military combi destinations.

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 11 @ATSGinc www.ATSGinc.com

HISTORICAL FINANCIAL PERFORMANCE

Debt Obligations/Adjusted EBITDA**

ADJUSTED EBITDA**

CAPITALEXPENDITURES

* * Adjusted EBITDA is a non-GAAP metric. See table at end of this presentation for reconciliation to nearest GAAP results. Ratios of Debt Obligations to Adjusted EBITDA and fleet totals are as of end of period shown and are calculated under formulas included in bank covenants.

$197 $212 $268

$312

$452$497

$233

2015 2016 2017 2018 2019 2020 1H2021

$159

$265 $297 $293

$454$510

$300

2015 2016 2017 2018 2019 2020 1H2021

1.6x

2.2x 2.1x

3.4x 3.6x2.8x

2015 2016 2017 2018 2019 2020

AIRCRAFT IN SERVICE

* Pro-forma adjustment to 2015-2017 revenues illustrate the effect of changes in revenue recognition rules effective 1/1/18 as if they were in effect on 1/1/14.

Reported revenue from reimbursed expenses

$892

$1,452 $1,571

$788

$38 $127 $289

2015 2016 2017 2018 2019 2020 1H2021

$619$769

$1,068

REVENUES*($ in millions)

($ in millions) ($ in millions)

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 12 @ATSGinc www.ATSGinc.com

2Q2021FINANCIAL RESULTS

1Aircraft leasing and related revenues from external customers

for the quarter increased $16.7 million from seventeen more

leases of Boeing 767 freighters since June 2020, including five

in the second quarter this year.

2ATSG’s airlines, even excluding the benefit of pandemic

relief grants, generated positive cash returns for the

quarter, with strong growth in e-commerce-driven

cargo operations

3Eighty CAM-owned Boeing 767 freighter aircraft

were leased to external customers, seventeen

more than a year ago.

4Total revenue block hours for ATSG's

airlines for the second quarter increased

18% from the previous year.

Adjusted EPS(1)

(Continuing Operations)

Adjusted EBITDA(1)

(Continuing Operations)

$MM $MM

Adjusted Pretax Earnings(1)

(Continuing Operations)

Revenues$MM

(1) Non-GAAP metrics. See reconciliations included in the earnings 8-K filed 08/05/21.

$41$37

2020 2021

$378

$410

2020 2021

$0.44

$0.35

2020 2021

$126 $128

2020 2021

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 13 @ATSGinc www.ATSGinc.com

1H2021FINANCIAL RESULTS

1Adjusted EBITDA from Continuing ended the first half of 2021

at $233.4 million, which represents 44% of ATSG's target of at

least $525 million in Adjusted EBITDA for calendar 2021

2

3Amazon completed the conversion of 14.9 million

warrants for the purchase of ATSG common shares

under both cashless and cash exercises. Amazon

paid ATSG $132 million for the purchase of 13.6

million ATSG shares.

4CAM continues to expect that it will lease

sixteen or more 767-300 freighters to

external customers during 2021 with nine

in the second half, and at least ten more

in 2022. Customers continue to place

orders to lease additional 767s from

CAM for delivery as late as 2025.

Adjusted EPS(1)

(Continuing Operations)

Adjusted EBITDA(1)

(Continuing Operations)

$MM $MM

Adjusted Pretax Earnings(1)

(Continuing Operations)

Revenues$MM

(1) Non-GAAP metrics. See reconciliations included in the earnings 8-K filed 08/05/21.

$80

$57

2020 2021

$767$785

2020 2021

$0.83

$0.54

2020 2021

$250

$233

2020 2021

Delivered seven of the eleven additional Boeing 767s we will

lease to, and fly for Amazon this year during the first half

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 14 @ATSGinc www.ATSGinc.com

DEBT CAPITAL COMPONENTS

* Revolver capacity $800 million max with leverage-based accordion feature, subject to lender consent

Maturity

Secured:◼ Term Loan $ 619.13 $ 0.00◼ Secured Revolver* 140.00 464.00 APR 2026Unsecured: ◼ 1.125% Convertible Notes 258.75 258.75 OCT 2024◼ 4.75% HY Bond 500.00 700.00 FEB 2028

Total Debt* $ 1,517.88 $ 1,422.75

$millionsPrincipal Balance @ 12/31/2020

Principal Balance @ 6/30/2021

• Issued $200 million add-on to the $500 million HY bond at 3.96%

• Applied the Amazon warrant payment of $132 million to revolver

• Maximum revolver size increased from $600 million to $800 million concurrent with the $200 million HY bond add-on

• S&P upgraded corporate family ratings to BB+ and a double-digit upgrade on debt to BB

• Moody’s upgraded the ratings outlooks to positive with a view to re-evaluate by year’s end

In April 2021, ATSG extended repayment maturities, increased borrowing capacity and paid off its term loan.

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 15 @ATSGinc www.ATSGinc.com

OUTLOOK2021

Full year 2021 Adjusted EBITDA projected to be at least

$525M; this excludes PSP2 agreements but includes the

higher costs of maintaining Omni Air's staffing levels,

rates of pay, and benefits as required under the PSP2

agreements

1

CAPEX for 2021 is projected to be approximately $550 million

in 2021, up $50 million from our previous guidance. The

increase is primarily due to commitments to acquire five

more passenger aircraft for conversion, including four

Boeing 767-300s and one Airbus A321-200

We anticipate new leases for sixteen or more

767-300 freighter aircraft in 2021 and CMI

flight operations for at least thirteen more 767

freighters for Amazon in 2021

Debt-to-Adjusted EBITDA ratio to decline to

projected 2.5x by YE 20213 4

2

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 16 @ATSGinc www.ATSGinc.com

Airbus 321-200PCF Freighter that has the highest revenue payload capacity

Flexible TELAIR main deck cargo loading system and a lower lobe that is compatible with bulk, sliding carpet, or containerized systems

Operating Empty Weight well over 2000 pounds lighter than the closest rival

A design optimized for freight operations, maximum revenue loads, profitability, room for supernumeraries, and maximum fuel efficiency

Market Opportunities

A321 CONVERSIONSOLUTION

Boeing 757 operators

Boeing 737-800 operators

Airbus operators both passenger and freighter

Freighter Market Targets

Revenue opportunities throughout the production model

Joint venture earns royalty revenues from each conversion

ATSG’s MRO producing conversion kits and components

PEMCO Conversions is converting aircraft with the first already inducted at their Tampa facility

Leasing and operating revenue for CAM and ATSG’s airlines to follow via the A+CMI strategy

ATSG opportunity

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 17 @ATSGinc www.ATSGinc.com

Proven design: weight saving and durability for maximum payload

Next generation powered cargo loading system

Class e cargo compartment & cargo linings

Additional revenues per flight – The 96“ side-by-side AMV containers make full use of Airbus superior cross-section allowing up to 10% more volume compared to 88“ × 125“ ULD.

Market Opportunities with EFW Conversion

A330 CONVERSIONSOLUTION

E-commerce driven express and integrators

Secondary option to the in-demand 767

Fleet integration with the A321 Freighter

Airbus operators both passenger and freighter

Freighter Market Targets

Feedstock availability and pricing

Leasing and operating revenue for CAM and ATSG’s airlines to follow via the

A+CMI strategy

ATSG opportunity

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 18 @ATSGinc www.ATSGinc.com

THANKYOU!

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 19 @ATSGinc www.ATSGinc.comwww.ATSGinc.com

Adjusted Earnings from Continuing Operations and Adjusted Earnings Per Share from Continuing Operations are non-GAAP financial measures and should not be considered as alternatives to Earnings from Continuing Operations, Weighted Average Shares – diluted, Earnings Per Share from Continuing Operations or any other performance measure derived in accordance with GAAP. Adjusted Earnings and Adjusted Earnings Per Share from Continuing Operations should not be considered in isolation or as a substitute for analysis of the company's results as reported under GAAP. Additional weighted shares includes 14.4 million shares as if Amazon's publicly announced warrant conversion plan was completed plus additional weighted shares assuming that Amazon net settled its remaining warrants during each period.

$ $/Share $ $/Share $ $/Share $ $/Share

Earnings from Continuing Operations - basic (GAAP) 79,869$ (105,162)$ 122,159$ 28,571$

Gain from warrant revaluation, net tax (25,816)$ -$ (31,171)$ (19,312)$

Earnings from Continuing Operations - diluted (GAAP) 54,053$ 0.74$ (105,162)$ (1.78)$ 90,988$ 1.23$ 9,259$ 0.14$

Adjustments, net of tax

Loss from warrant revaluation -$ -$ -$ -$ -$ -$ -$ -$

Customer incentive amortization 4,475$ 0.06$ 3,779$ 0.06$ 8,873$ 0.12$ 7,527$ 0.11$

Remove effects of government grants (29,539)$ (0.41)$ (7,580)$ (0.13)$ (51,172)$ (0.69)$ (7,580)$ (0.11)$

Remove effects of aircraft impairments -$ -$ 30,157$ 0.51$ -$ -$ 30,157$ 0.44$

Non-service component of retiree benefits (3,439)$ (0.05)$ (2,237)$ (0.04)$ (6,879)$ (0.10)$ (4,474)$ (0.07)$

Loss from affiliates (745)$ (0.01)$ 5,878$ 0.10$ 168$ -$ 8,011$ 0.12$

Omni acquisition fee -$ -$ -$ -$ -$ -$ -$ -$

Derivative and warrant revaluation (1,738)$ (0.05)$ 107,630$ 1.72$ (3,694)$ (0.09)$ 18,884$ 0.20$

Debt issuance costs 5,020$ 0.07$ -$ -$ 5,020$ 0.07$ -$ -$

Adjusted Earnings from Continuing Operations (non-GAAP) 28,087$ 0.35$ 32,465$ 0.44$ 43,304$ 0.54$ 61,784$ 0.83$

SHARES SHARES SHARES SHARES

Weighted Average Shares - diluted 72,964 59,130 59,931 69,348

Additional weighted average shares 6,380 15,304 11,299 -

Adjusted Shares (non-GAAP) 79,344 74,434 71,230 69,348

SIX MONTHS ENDED

June 30, 2021 June 30, 2020

THREE MONTHS ENDED

June 30, 2021 June 30, 2020

EPS ADJUSTMENTS REFLECT WARRANT VALUATION

$ $/Share $ $/Share

25,079$ 59,983$

-$ (6,219)$

25,079$ 0.42$ 53,764$ 0.78$

81,784$ 1.04$ 6,594$ 0.10$

15,953$ 0.27$ 13,258$ 0.19$

(36,451)$ (0.61)$ -$ -$

30,157$ 0.50$ -$ -$

(9,287)$ (0.16)$ 7,258$ 0.10$

11,337$ 0.19$ 16,176$ 0.23$

-$ -$ 285$ -$

4,081$ 0.07$ 7,687$ 0.11$

-$ -$ -$ -$

122,653$ 1.72$ 105,022$ 1.51$

SHARES SHARES

59,931 69,348

11,299 -

71,230 69,348

YEAR ENDED

December 31, 2020 December 31, 2019

I N V E S T O R P R E S E N T A T I O N 2Q2021 I slide 20 @ATSGinc www.ATSGinc.com

Adjusted Pre-Tax Earnings from Continuing Operations is defined as Earnings from Continuing Operations Before Income Taxes plus certain charges from non-consolidating affiliates, and lease incentive amortization. It excludes the net effect of transaction fees, financial instrument gains and losses, and of non-service components of retiree benefit costs. Adjusted Pre-Tax Earnings from Continuing Operations also excludes impairment charges for aircraft valuations and related assets and the effects of government grants received through the CARES Act.

Adjusted EBITDA from Continuing Operations is defined as Earnings from Continuing Operations Before Income Taxes plus net interest expense, depreciation and amortization expense, charges from non-consolidating affiliates, and lease incentive amortization. It excludes the net effect of transaction fees, financial instrument gains and losses, and of non-service components of retiree benefit costs. Adjusted EBITDA from Continuing Operations also excludes impairment charges for aircraft valuations and related assets and the effects of government grants received under payroll support programs.

Adjusted EBITDA from Continuing Operations 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 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.

The Company does not provide a reconciliation of projected Adjusted EBITDA because it is unable to predict with reasonable accuracy the value of certain adjustments. Certain adjustments can be significantly impacted by the period-end re-measurements of financial instruments including stock warrants issued to customers. The Company’s earnings on a GAAP basis and the non-GAAP adjustments for gain and losses resulting from the re-measurement of stock warrants, will depend on the future prices of ATSG stock, interest rates and other assumptions which are highly uncertain.

2015 2016 2017 2018 2019 2020 2Q2021 2Q2020 1H2021 1H2020

62,563$ 34,454$ (6,536)$ 87,478$ 71,572$ 41,393$ 104,226$ (106,193)$ 159,328$ 34,581$

Non-service components retiree benefit costs, net (1,040) 6,815 6,105 (8,180) 9,404 (12,032) (4,456) (2,898) (8,913) (5,796)

Non-consolidating affiliate losses - 1,229 3,135 10,468 17,445 13,587 (965) 6,513 218 9,277

Customer Incentive Amortization - 4,506 13,986 16,904 17,178 20,671 5,798 4,896 11,497 9,753

Less government grants - - - - - (47,231) (38,274) (9,821) (66,304) (9,821)

Add impairment of aircraft - - - - - 39,075 - 39,075 - 39,075

Transaction fees - - - 5,264 373 - - - - -

Less debt issuance costs - - - - - - 6,505 - 6,505 -

Financial Instruments Loss (Gain) (920) 18,107 79,789 (7,296) 12,302 100,771 (35,703) 109,723 (45,175) 2,679

60,603 65,111 96,479 104,638 128,274 156,234 37,131 41,295 57,156 79,748

Interest Income (85) (131) (116) (251) (370) (222) (9) (12) (28) (124)

Interest Expense 11,232 11,318 17,023 28,799 66,644 62,893 15,021 16,045 29,543 32,368

Depreciation and Amortization 125,443 135,496 154,556 178,895 257,532 278,067 75,633 68,291 146,684 137,633

197,193$ 211,794$ 267,942$ 312,081$ 452,080$ 496,972$ 127,776$ 125,619$ 233,355$ 249,625$

Reconciliation Stmt. ($ in 000s)

GAAP Pre-Tax Earnings (Loss) from Cont. Oper.

Adjusted EBITDA from Cont. Oper.

Adjusted Pre-tax Earnings from Cont. Oper.

NON-GAAPRECONCILIATION STATEMENT

www.ATSGinc.com