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Atlas Air Worldwide Reports Second-Quarter Earnings; Reaffirms Full-Year Outlook

  Atlas Air Worldwide Reports Second-Quarter Earnings; Reaffirms Full-Year
  Outlook

  *Adjusted Net Income of $20.4 Million, $0.79 per Share
  *Reported Net Income of $20.1 Million, $0.78 per Share
  *1.52 Million Shares Repurchased during Six Months Ended June 30
  *Reaffirms Adjusted EPS Outlook of $4.80

Business Wire

PURCHASE, N.Y. -- August 1, 2013

Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW), a leading global provider
of outsourced aircraft and aviation operating solutions, today announced
second-quarter 2013 diluted earnings per share in line with expectations
presented at the company’s investor-analyst day on May 30 and reaffirmed its
full-year adjusted diluted earnings per share outlook of approximately $4.80.

For the three months ended June 30, 2013, adjusted net income attributable to
common stockholders totaled $20.4 million, or $0.79 per diluted share,
compared with $31.2 million, or $1.18 per diluted share, for the three months
ended June 30, 2012.

On a reported basis, second-quarter 2013 net income attributable to common
stockholders totaled $20.1 million, or $0.78 per diluted share, compared with
$30.9 million, or $1.16 per diluted share, in the second quarter of 2012.

Free cash flow increased to $64.6 million in the second quarter of 2013 from
$54.2 million in the second quarter of 2012.

“Earnings in the second quarter of 2013 were driven by the strength of our
ACMI operations, especially our new 747-8 freighters,” said William J. Flynn,
President and Chief Executive Officer.

“Our diversified business mix, with our expanding 767 service, growing CMI
operations, and ongoing continuous improvement initiatives, enabled us to
perform well in a quarter that was challenged by lower AMC Charter demand and
softer AMC and Commercial Charter rates.

“Reflecting our commitment to enhance shareholder value, we acquired an
additional 2.3% of our outstanding common stock through our share repurchase
program from May through July. Combined with the shares that we bought through
the end of April, we have repurchased approximately 5.7% of our shares so far
this year.

“In addition, we are executing a strategic plan that leverages our core
competencies. In July, we acquired our second and third 777 freighters for our
Dry Leasing business. Each of our 777s was acquired with a long-term customer
lease in place with a leading operator in the airfreight industry. These
investments enhance our position in an attractive aircraft type, and they
generate predictable, long-term revenue and earnings streams.”

Second-Quarter Results

Revenue, volume and profitability growth in our core ACMI business during the
second quarter were driven by our new 747-8Fs, with five additional -8F
aircraft in service compared with the second quarter of 2012, as well as the
continued ramp up of CMI flying for Boeing and DHL Express.

Improved ACMI segment earnings during the period benefited from higher rates
per block hour and lower maintenance expense for our 747-8Fs, partially offset
by the redeployment of 747-400 aircraft to other business segments.

In AMC Charter, a reduction in cargo and passenger block hours, lower average
cargo and passenger revenue per block hour, and a reduction in the number of
one-way AMC missions led to a decline in segment contribution. Lower average
passenger revenue per block hour during the period stemmed from a higher
proportion of passenger flying on smaller-gauge 767 aircraft, which we added
to supplement our wide-body 747-400 passenger service and enhance our share of
military passenger business.

Segment results in Commercial Charter primarily related to a reduction in
yields driven by soft second-quarter global charter-market conditions.

Results in the second quarter were also affected by a reduction in capitalized
interest on 747-8F aircraft that entered service.

Income Taxes

Adjusted and reported earnings for the second quarter of 2013 included an
effective income tax rate of 32.3%, reflecting the ongoing beneficial impact
of lower taxes for certain foreign subsidiaries in our Dry Leasing business.

Half-Year Results

For the six months ended June 30, 2013, adjusted net income attributable to
common stockholders totaled $26.3 million, or $1.01 per diluted share,
compared with $44.9 million, or $1.69 per diluted share, for the six months
ended June 30, 2012.

On a reported basis, first-half 2013 net income attributable to common
stockholders totaled $40.1 million, or $1.54 per diluted share, compared with
$43.7 million, or $1.65 per diluted share, in the first half of 2012.

Free cash flow in the first six months of 2013 increased to $107.0 million
from $55.2 million in the first half of 2012.

Cash, Cash Equivalents and Short-Term Investments

At June 30, 2013, our cash, cash equivalents and short-term investments
totaled $367.5 million, compared with $419.9 million at December 31, 2012.

The change in cash, cash equivalents and short-term investments reflected cash
provided by operating and financing activities offset by cash used for
investing activities.

Net cash used for investing activities in the first six months of 2013
primarily related to the purchase of two 747-8F aircraft as well as a
777-200LRF aircraft for our Dry Leasing business.

Net cash provided by financing activities primarily reflected proceeds from
the issuance of debt in connection with the acquisitions of these aircraft.
These proceeds were partially offset by payments on debt obligations and net
payments under accelerated share repurchase (“ASR”) programs.

Share Repurchases

In mid-May, we entered into an ASR with a financial institution for the
repurchase of our common stock for an aggregate purchase price of a minimum of
$35.0 million up to a maximum of $44.0 million. As of June 30, 2013, we
received delivery of an initial 615,791 shares pursuant to the program. This
ASR is expected to conclude no later than mid-October.

Through the first six months of 2013, we repurchased a total of 1,519,092
shares, or 5.7%, of our outstanding common stock.

Future repurchases may be made at our discretion, and the actual timing, form
and amount will depend on company and market conditions.

Outlook

Looking to full-year 2013, we expect to generate significant earnings and cash
flow led by our ACMI business, improving Commercial Charter contribution and
productivity improvements and operating efficiencies generated through our
continuous improvement initiatives.

We expect market growth during 2013 to be seasonal and second-half weighted.
We anticipate a strong peak season in 2013 driven by demand for new consumer
electronics, especially in the gaming sector.

Based on our outlook for peak season and in line with our first-half
performance, we continue to anticipate a sequential increase in our quarterly
earnings throughout the year, with just under 80% of full-year adjusted EPS of
approximately $4.80 occurring in the second half.

Full-year 2013 EPS guidance includes actual and expected repurchases of our
outstanding stock during the year.

Similar to the first and second quarters, adjusted full-year earnings in 2013
will reflect strong growth in the company’s ACMI business, driven by an
increase in the number of 747-8F aircraft in ACMI service compared with 2012.

Block-hour volumes in 2013 are now expected to total approximately 170,000
hours, with ACMI segment flying representing approximately 74% of expected
2013 block hours, Commercial Charter about 15%, and AMC Charter about 11%.
Passenger flying should account for more than 11,000 AMC Charter block hours
in 2013, with cargo flying totaling more than 7,000 hours.

In addition, we now anticipate that maintenance expense will total
approximately $162 million in 2013, about 63% of which was incurred in the
first half of the year.

Mr. Flynn concluded: “We have performed well in an environment of continuing
global uncertainty. We are well-positioned to serve our customers and the
airfreight markets. We are ready to capitalize on market improvements. And we
are executing a strategic plan that leverages our core competencies, provides
a basis for returning capital to our investors through share repurchases, and
will enable us to grow over the long term.”

Conference Call

Management will host a conference call to discuss Atlas Air Worldwide’s
second-quarter financial and operating results at 11:00 a.m. Eastern Time on
Thursday, August 1, 2013.

Interested parties are invited to listen to the call live over the Internet at
www.atlasair.com (click on “Investor Information”, click on “Presentations”
and on the link to the second-quarter call) or at the following Web address:

http://www.media-server.com/m/p/jqqnzrhr

For those unable to listen to the live call, a replay will be available on the
above Web sites following the call. A replay will also be available through
August 8 by dialing (855) 859-2056 (domestic) and (404) 537-3406
(international) and using Access Code 13663972#.

About Non-GAAP Financial Measures

To supplement our financial statements presented in accordance with U.S. GAAP,
we present certain non-GAAP financial measures to assist in the evaluation of
our business performance. These non-GAAP measures include EBITDAR, as
adjusted; EBITDA, as adjusted; Direct Contribution; Adjusted Net Income 
Attributable to Common Stockholders; Adjusted Diluted EPS; and Free Cash Flow,
which exclude certain items. These non-GAAP measures may not be comparable to
similarly titled measures used by other companies and should not be considered
in isolation or as a substitute for measures of performance prepared in
accordance with U.S. GAAP.

Our management uses these non-GAAP financial measures in assessing the
performance of the Company’s ongoing operations and in planning and
forecasting future periods. We believe that these adjusted measures provide
meaningful information to assist investors and analysts in understanding our
financial results and assessing our prospects for future performance.

About Atlas Air Worldwide:

Atlas Air Worldwide is the parent company of Atlas Air, Inc. (Atlas) and Titan
Aviation Leasing (Titan), and is the majority shareholder of Polar Air Cargo
Worldwide, Inc. (Polar). Through Atlas and Polar, Atlas Air Worldwide operates
the world’s largest fleet of Boeing 747 freighter aircraft.

Atlas, Titan and Polar offer a range of outsourced aircraft and aviation
operating solutions that include ACMI service – in which customers receive an
aircraft, crew, maintenance and insurance on a long-term basis; CMI service,
for customers that provide their own aircraft; express network and scheduled
air cargo service; military cargo and passenger charters; commercial cargo and
passenger charters; and dry leasing of aircraft and engines.

Atlas Air Worldwide’s press releases, SEC filings and other information can be
accessed through the Company’s home page, www.atlasair.com.

This release contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 that reflect Atlas Air
Worldwide’s current views with respect to certain current and future events
and financial performance. Such forward-looking statements are and will be, as
the case may be, subject to many risks, uncertainties and factors relating to
the operations and business environments of Atlas Air Worldwide and its
subsidiaries (collectively, the “companies”) that may cause the actual results
of the companies to be materially different from any future results, express
or implied, in such forward-looking statements.

Factors that could cause actual results to differ materially from these
forward-looking statements include, but are not limited to, the following: the
ability of the companies to operate pursuant to the terms of their financing
facilities; the ability of the companies to obtain and maintain normal terms
with vendors and service providers; the companies’ ability to maintain
contracts that are critical to their operations; the ability of the companies
to fund and execute their business plan; the ability of the companies to
attract, motivate and/or retain key executives and associates; the ability of
the companies to attract and retain customers; the continued availability of
our wide-body aircraft; demand for cargo services in the markets in which the
companies operate; economic conditions; the effects of any hostilities or act
of war (in the Middle East or elsewhere) or any terrorist attack; labor costs
and relations; financing costs; the cost and availability of war risk
insurance; our ability to maintain adequate internal controls over financial
reporting; aviation fuel costs; security-related costs; competitive pressures
on pricing (especially from lower-cost competitors); volatility in the
international currency markets; weather conditions; government legislation and
regulation; consumer perceptions of the companies’ products and services;
anticipated and future litigation; and other risks and uncertainties set forth
from time to time in Atlas Air Worldwide’s reports to the United States
Securities and Exchange Commission.

For additional information, we refer you to the risk factors set forth under
the heading “Risk Factors” in the most recent Annual Report on Form 10-K and
subsequent reports on Form 10-Q filed by Atlas Air Worldwide with the
Securities and Exchange Commission. Other factors and assumptions not
identified above may also affect the forward-looking statements, and these
other factors and assumptions may also cause actual results to differ
materially from those discussed.

Except as stated in this release, Atlas Air Worldwide is not providing
guidance or estimates regarding its anticipated business and financial
performance for 2013 or thereafter.

Atlas Air Worldwide assumes no obligation to update such statements contained
in this release to reflect actual results, changes in assumptions or changes
in other factors affecting such estimates other than as required by law.

Atlas Air Worldwide Holdings, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)

                  For the Three Months Ended     For the Six Months Ended
                   June 30, 2013  June 30, 2012   June 30, 2013  June 30,
                                                                   2012
                                                                     
Operating
Revenue
ACMI               $  181,957      $  160,421      $  363,127      $ 315,124
AMC Charter           94,135          138,014         192,172        259,308
Commercial            117,783         120,827         208,883        197,774
Charter
Dry Leasing           6,223           2,862           9,970          5,807
Other                3,475         2,581         6,757        5,996   
Total Operating    $  403,573     $  424,705     $  780,909     $ 784,009 
Revenue
                                                                     
Operating
Expenses
Aircraft fuel         102,743         117,571         196,101        212,334
Salaries, wages       72,518          73,378          145,049        144,254
and benefits
Maintenance,
materials and         43,477          43,371          101,846        96,351
repairs
Aircraft rent         42,247          42,758          82,255         82,176
Depreciation and      20,371          13,877          38,179         28,180
amortization
Passenger and
ground handling       17,300          18,618          34,072         31,389
services
Navigation fees,
landing fees and      16,351          15,882          30,463         28,937
other rent
Travel                13,771          14,823          28,950         27,443
Gain on disposal      (399     )      (1,163   )      (422     )     (1,359  )
of aircraft
Other                26,733        29,472        53,358       57,607  
Total Operating      355,112       368,587       709,851      707,312 
Expenses
Operating Income     48,461        56,118        71,058       76,697  
                                                                     
Non-operating
Expenses
(Income)
Interest income       (4,978   )      (4,887   )      (10,154  )     (9,796  )
Interest expense      20,677          15,631          39,117         29,594
Capitalized           (292     )      (5,952   )      (1,694   )     (12,304 )
interest
Loss on early
extinguishment        994             142             994            142
of debt
Other expense        1,104         1,082         1,656        785     
(income), net
Total
Non-operating         17,505          6,016           29,919         8,421
Expenses
(Income)
Income before         30,956          50,102          41,139         68,276
income taxes
Income tax
expense              9,993         18,906        73           26,140  
(benefit)
Net Income            20,963          31,196          41,066         42,136
Less: Net income
(loss)
attributable to      903           344           928          (1,551  )
noncontrolling
interests
Net Income
Attributable to    $  20,060      $  30,852      $  40,138      $ 43,687  
Common
Stockholders
                                                                     
Earnings per
share:
Basic              $  0.78        $  1.17        $  1.54        $ 1.66    
Diluted            $  0.78        $  1.16        $  1.54        $ 1.65    
                                                                     
Weighted average
shares:
Basic                25,691        26,428        26,009       26,394  
Diluted              25,716        26,511        26,076       26,500  


Atlas Air Worldwide Holdings, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited)

                                            June 30, 2013  December 31, 2012
Assets
Current Assets
Cash and cash equivalents                    $ 355,775       $   409,763
Short-term investments                         11,729            10,119
Accounts receivable, net of allowance of       113,271           127,704
$2,006 and $3,172, respectively
Prepaid maintenance                            20,248            22,293
Deferred taxes                                 35,083            26,390
Prepaid expenses and other current assets     38,339          36,726     
Total current assets                           574,445           632,995
Property and Equipment
Flight equipment                               2,682,577         2,209,782
Ground equipment                               43,954            39,230
Less: accumulated depreciation                 (217,534  )       (185,419   )
Purchase deposits for flight equipment        19,817          147,946    
Property and equipment, net                    2,528,814         2,211,539
Other Assets
Long-term investments and accrued interest     130,150           140,498
Deposits and other assets                      139,795           132,120
Intangible assets, net                        33,230          35,533     
Total Assets                                 $ 3,406,434    $   3,152,685  
                                                                            
Liabilities and Equity
Current Liabilities
Accounts payable                             $ 35,891        $   20,789
Accrued liabilities                            151,923           152,467
Current portion of long-term debt^1,2         242,417         154,760    
Total current liabilities                      430,231           328,016
Other Liabilities
Long-term debt^1,2                             1,330,345         1,149,282
Deferred taxes                                 270,133           265,384
Other liabilities                             126,840         121,899    
Total other liabilities                        1,727,318         1,536,565
Commitments and contingencies
Equity
Stockholders’ Equity
Preferred stock, $1 par value; 10,000,000      ―                 ―
shares authorized; no shares issued
Common stock, $0.01 par value; 50,000,000
shares authorized; 28,192,693 and
27,672,924 shares issued, 25,237,814 and       282               277
26,443,441, shares outstanding (net of
treasury stock), as of June 30, 2013 and
December 31, 2012, respectively
Additional paid-in-capital                     536,747           544,421
Treasury stock, at cost; 2,954,879 and         (118,103  )       (44,850    )
1,229,483 shares, respectively
Accumulated other comprehensive loss           (13,451   )       (14,263    )
Retained earnings                             838,814         798,676    
Total stockholders’ equity                     1,244,289         1,284,261
Noncontrolling interest                       4,596           3,843      
Total equity                                  1,248,885       1,288,104  
Total Liabilities and Equity                 $ 3,406,434    $   3,152,685  

^1  Balance sheet debt at June 30, 2013 totaled $1,572.8 million, including
     the impact of $44.2 million of unamortized discount.

^2   The face value of our debt at June 30, 2013 totaled $1,617.0 million,
     compared with $1,350.8 million on December 31, 2012.


Atlas Air Worldwide Holdings, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

                                                For the Six Months Ended
                                                 June 30, 2013  June 30, 2012
                                                                             
Operating Activities:
Net Income Attributable to Common Stockholders   $  40,138       $  43,687
Net income (loss) attributable to                  928           (1,551   )
noncontrolling interests
Net Income                                          41,066          42,136
Adjustments to reconcile Net Income to net
cash provided by operating activities:
Depreciation and amortization                       45,374          32,447
Accretion of debt securities discount               (4,591   )      (4,373   )
Provision for allowance for doubtful accounts       17              637
Loss on early extinguishment of debt                994             142
Gain on disposal of aircraft                        (422     )      (1,359   )
Deferred taxes                                      (548     )      25,872
Stock-based compensation expense                    7,866           8,994
Changes in:
Accounts receivable                                 11,844          (5,681   )
Prepaid expenses and other current assets           9,478           7,290
Deposits and other assets                           481             (12,964  )
Accounts payable and accrued liabilities           16,618        (7,203   )
Net cash provided by operating activities           128,177         85,938
                                                                             
Investing Activities:
Capital expenditures                                (19,491  )      (18,443  )
Purchase deposits and delivery payments for         (342,584 )      (161,477 )
flight equipment
Investment in debt securities                       ―               (1,179   )
Proceeds from short-term investments                4,422           3,915
Proceeds from insurance                             9,109           ―
Proceeds from disposal of aircraft                 2,100         2,515    
Net cash used for investing activities              (346,444 )      (174,669 )
                                                                             
Financing Activities:
Proceeds from debt issuance                         510,808         328,221
Refund of accelerated share repurchase              13,510          ―
Prepayment of accelerated share repurchase          (29,510  )      ―
Purchase of treasury stock                          (73,253  )      (3,249   )
Excess tax benefit from stock-based                 465             544
compensation expense
Payment of debt issuance costs                      (13,096  )      (10,004  )
Payments of debt                                   (244,645 )     (180,820 )
Net cash provided by financing activities           164,279         134,692
Net increase (decrease) in cash and cash            (53,988  )      45,961
equivalents
Cash and cash equivalents at the beginning of      409,763       187,111  
period
Cash and cash equivalents at the end of period     355,775       233,072  


Atlas Air Worldwide Holdings, Inc.
Direct Contribution
(in thousands)
(Unaudited)

                  For the Three Months Ended     For the Six Months Ended
                   June 30, 2013  June 30, 2012   June 30, 2013  June 30,
                                                                   2012
Operating
Revenue:
ACMI               $  181,957      $  160,421      $  363,127      $ 315,124
AMC Charter           94,135          138,014         192,172        259,308
Commercial            117,783         120,827         208,883        197,774
Charter
Dry Leasing           6,223           2,862           9,970          5,807
Other                3,475         2,581         6,757        5,996   
Total Operating    $  403,573     $  424,705     $  780,909     $ 784,009 
Revenue
Direct
Contribution:
ACMI               $  55,063       $  40,793       $  95,007       $ 64,948
AMC Charter           12,658          29,984          25,395         50,565
Commercial            (2,480   )      10,081          (11,164  )     11,957
Charter
Dry Leasing          2,437         1,253         3,613        2,589   
Total Direct
Contribution for   $  67,678      $  82,111      $  112,851     $ 130,059 
Reportable
Segments
                                                                     
Unallocated
income and            (36,128  )      (33,030  )      (71,141  )     (63,000 )
expenses, net
Loss on early
extinguishment        (994     )      (142     )      (994     )     (142    )
of debt
Gain on disposal     399           1,163         422          1,359   
of aircraft
Income before        30,955        50,102        41,138       68,276  
Income Taxes
                                                                     
Interest income       (4,978   )      (4,887   )      (10,154  )     (9,796  )
Interest expense      20,677          15,631          39,117         29,594
Capitalized           (292     )      (5,952   )      (1,694   )     (12,304 )
interest
Loss on early
extinguishment        994             142             994            142
of debt
Other expense        1,104         1,082         1,656        785     
(income), net
Operating Income   $  48,460      $  56,118      $  71,057      $ 76,697  


Atlas Air Worldwide uses an economic performance metric, Direct Contribution,
to show the profitability of each of its segments after allocation of direct
ownership costs. Atlas Air Worldwide currently has the following reportable
segments: ACMI, AMC Charter, Commercial Charter, and Dry Leasing. Each segment
has different operating and economic characteristics, which are separately
reviewed by senior management.

Direct Contribution consists of income (loss) before taxes, excluding special
charges, nonrecurring items, gains on the sale of aircraft, and unallocated
fixed costs.

Direct costs include crew costs, maintenance costs, fuel, ground operations,
sales costs, aircraft rent, interest expense related to aircraft debt and
aircraft depreciation.

Unallocated income and expenses include corporate overhead, non-aircraft
depreciation, interest income, foreign exchange gains and losses, other
revenue and other non-operating costs, including one-time items.

Atlas Air Worldwide Holdings, Inc.
Reconciliation to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)

                               For the Three Months Ended
                                June 30, 2013  June 30, 2012  Percent Change
                                                                
Net Income Attributable to      $  20,060       $  30,852       (35.0    %)
Common Stockholders
After-tax impact from:
Fleet retirement costs^1           -               1,043
Loss on early extinguishment       633             90
of debt^2
Gain on disposal of aircraft      (254     )     (741    )    
Adjusted Net Income
Attributable to Common            20,439        31,244      (34.6    %)
Stockholders
                                                                
Diluted EPS                     $  0.78         $  1.16         (32.8    %)
After-tax impact from:
Fleet retirement costs^1           -               0.04
Loss on early extinguishment       0.02            0.00
of debt^2
Gain on disposal of aircraft      (0.01    )     (0.03   )    
Adjusted Diluted EPS              0.79          1.18    ^3   (33.1    %)
                                                                
                                For the Six Months Ended
                                June 30, 2013   June 30, 2012   Percent Change
                                                                
Net Income Attributable to      $  40,138       $  43,687       (8.1     %)
Common Stockholders
After-tax impact from:
Fleet retirement costs^1           -               1,968
Loss on early extinguishment       633             90
of debt^2
ETI tax benefit                    (14,160  )      -
Gain on disposal of aircraft      (269     )     (866    )    
Adjusted Net Income
Attributable to Common          $  26,342      $  44,879      (41.3    %)
Stockholders
                                                                
Diluted EPS                     $  1.54         $  1.65         (6.7     %)
After-tax impact from:
Fleet retirement costs^1           -               0.07
Loss on early extinguishment       0.02            0.00
of debt^2
ETI tax benefit                    (0.54    )      -
Gain on disposal of aircraft      (0.01    )     (0.03   )    
Adjusted Diluted EPS            $  1.01        $  1.69        (40.2    %)

^1  Fleet retirement costs included incremental employee costs related to the
     retirement of our 747-200 fleet.

^2   Loss on early extinguishment of debt was related to the financing of
     747-8F aircraft.

^3   Items may not sum due to rounding.


Atlas Air Worldwide Holdings, Inc.
Reconciliation to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)

                                        For the Three Months Ended
                                            June 30, 2013    June 30, 2012
                                                                           
Net Cash Provided by Operating                 $  73,788       $ 67,850
Activities
Less:
Capital expenditures                              8,493          7,717
Capitalized interest                             292           5,952     
Free Cash Flow^1                               $  64,553      $ 54,181    

                                         For the Six Months Ended
                                               June 30, 2013     June 30, 2012
                                                                           
Net Cash Provided by Operating                 $  128,177      $ 85,938
Activities
Less:
Capital expenditures                              19,491         18,443
Capitalized interest                             1,694         12,304    
Free Cash Flow^1                               $  106,992     $ 55,191    

^1  Free Cash Flow = Cash Flows from Operations minus Base Capital
     Expenditures and Capitalized Interest.

     Base Capital Expenditures excludes purchases of aircraft.


Atlas Air Worldwide Holdings, Inc.
Reconciliation to Non-GAAP Measures
(in thousands)
(Unaudited)

                 For the Three Months Ended     For the Six Months Ended
                  June 30, 2013  June 30, 2012   June 30, 2013  June 30,
                                                                  2012
                                                                     
Income before     $  30,956       $  50,102       $  41,139       $  68,276
income taxes
Fleet
retirement           -               1,637           -               3,090
costs^1
Loss on early
extinguishment       994             142             994             142
of debt
Gain on
disposal of         (399     )     (1,163   )     (422     )     (1,359  )
aircraft
                                                                     
Adjusted pretax      31,551          50,718          41,711          70,149
income
                                                                     
Interest
(income)             15,407          4,792           27,269          7,494
expense, net
Other
non-operating       1,104         1,082         1,656         785     
expenses
                                                                     
Adjusted
operating            48,062          56,592          70,636          78,428
income
                                                                     
Depreciation
and                 20,371        13,877        38,179        28,180  
amortization
                                                                     
EBITDA, as           68,433          70,469          108,815         106,608
adjusted^2
                                                                     
Aircraft rent       42,247        42,758        82,255        82,176  
                                                                     
EBITDAR, as       $  110,680     $  113,227     $  191,070     $  188,784 
adjusted^3

^1  Fleet retirement costs included incremental employee costs related to the
     retirement of our 747-200 fleet.

     Adjusted EBITDA: Earnings before interest, taxes, depreciation,
^2   amortization, fleet retirement costs, and gains on disposal of aircraft,
     as applicable.

     Adjusted EBITDAR: Earnings before interest, taxes, depreciation,
^3   amortization, aircraft rent expense, fleet retirement costs, and gains on
     disposal of aircraft, as applicable.


Atlas Air Worldwide Holdings, Inc.
Operating Statistics and Traffic Results
(Unaudited)

              For the Three Months                   For the Six Months      
               Ended                                    Ended
               June 30,                    Increase/    June 30,                    Increase/
                 2013        2012         (Decrease)     2013        2012         (Decrease)
                                                                                    
Block Hours
ACMI             28,372       25,737       2,635          56,461       50,246       6,215
AMC Charter
Cargo            1,891        2,680        (789     )     3,765        5,869        (2,104   )
Passenger        2,675        3,389        (714     )     5,235        5,240        (5       )
Commercial       6,331        5,739        592            11,050       9,429        1,621
Charter
Nonrevenue       245         197         48            435         631         (196     )
Total Block      39,514      37,742      1,772         76,946      71,415      5,531    
Hours
                                                                                    
Revenue Per
Block Hour
ACMI           $ 6,413      $ 6,233      $ 180          $ 6,431      $ 6,272      $ 159
AMC Charter      20,617       22,741       (2,124   )     21,352       23,342       (1,990   )
Cargo            22,615       25,783       (3,168   )     22,973       25,295       (2,332   )
Passenger        19,204       20,335       (1,131   )     20,187       21,155       (968     )
Commercial       18,604       21,054       (2,450   )     18,903       20,975       (2,072   )
Charter
                                                                                    
Average
Utilization
(block hours
per day)
ACMI^1           10.7         12.9         (2.2     )     10.5         12.6         (2.1     )
AMC Charter
Cargo            7.4          10.2         (2.8     )     7.2          9.0          (1.8     )
Passenger        6.4          8.3          (1.9     )     6.7          7.8          (1.1     )
Commercial       7.5         10.0        (2.5     )     7.4         9.1         (1.7     )
Charter
All
Operating        9.5          11.6         (2.1     )     9.4          11.2         (1.8     )
Aircraft^1,2
                                                                                    
Fuel
AMC
Average fuel
cost per       $ 3.63       $ 3.61       $ 0.02         $ 3.63       $ 3.57       $ 0.06
gallon
Fuel gallons
consumed         11,105       15,522       (4,417   )     22,523       29,551       (7,028   )
(000s)
Commercial
Charter
Average fuel
cost per       $ 3.03       $ 3.31       $ (0.28    )   $ 3.15       $ 3.38       $ (0.23    )
gallon
Fuel gallons
consumed         20,628       18,590       2,038          36,254       31,621       4,633
(000s)

     ACMI and All Operating Aircraft averages in the second quarter and first
^1  six months of 2013 reflect the impact of increases in the number of CMI
     aircraft and amount of CMI flying compared with the same periods of 2012.

^2   Average of All Operating Aircraft excludes Dry Leasing aircraft, which do
     not contribute to block-hour volumes.


Atlas Air Worldwide Holdings, Inc.
Operating Statistics and Traffic Results
(Unaudited)

              For the Three                    For the Six     
               Months Ended                       Months Ended
               June 30,              Increase/    June 30,          Increase/
               2013       2012      (Decrease)   2013    2012     (Decrease)
Segment
Operating
Fleet
(average
aircraft
equivalents
during the
period)
ACMI^1
747-8F Cargo   8.2         3.3       4.9          7.6      3.2      4.4
747-400        13.0        16.2      (3.2    )    13.9     16.7     (2.8    )
Cargo^2
767-300        2.0         -         2.0          1.7      -        1.7
Cargo
767-200        5.0         1.5       3.5          5.0      0.9      4.1
Cargo
747-400        1.0         1.0       -            1.0      1.1      (0.1    )
Passenger
767-300        -          -        -           0.4     -       0.4     
Passenger
Total          29.2        22.0      7.2          29.6     21.9     7.7
AMC Charter
747-400        2.8         2.9       (0.1    )    2.9      3.3      (0.4    )
Cargo
747-200        -           -         -            -        0.3      (0.3    )
Cargo
747-400        1.8         1.6       0.2          1.8      1.7      0.1
Passenger
767-300        2.8        2.9      (0.1    )    2.5     2.0     0.5     
Passenger
Total          7.4         7.4       -            7.2      7.3      (0.1    )
Commercial
Charter
747-8F Cargo   0.3         -         0.3          0.1      -        0.1
747-400        8.6         6.0       2.6          7.9      4.9      3.0
Cargo
747-200        -           -         -            -        0.4      (0.4    )
Cargo
747-400        0.2         0.2       -            0.2      0.2      -
Passenger
767-300        0.2        0.1      0.1         0.1     0.2     (0.1    )
Passenger
Total          9.3         6.3       3.0          8.3      5.7      2.6
Dry Leasing
777-200        1.0         -         1.0          0.6      -        0.6
Cargo
757-200        1.0         1.0       -            1.0      1.0      -
Cargo
737-300        1.0         -         1.0          1.0      -        1.0
Cargo
737-800        2.0        2.0      -           2.0     2.0     -       
Passenger
Total          5.0        3.0      2.0         4.6     3.0     1.6     
Total
Operating      50.9       38.7     12.2        49.7    37.9    11.8    
Aircraft
                                                                    
Out of         1.0         -         1.0          0.7      -        0.7
Service^3

^1  ACMI average fleet excludes spare aircraft provided by CMI customers.

     Includes 1.6 and 1.1 Large Cargo Freighters in the three-month periods
^2   ended June 30, 2013 and 2012, respectively. Includes 1.6 and 1.1 Large
     Cargo Freighters in the six-month periods ended June 30, 2013 and 2012,
     respectively.

^3   Out-of-service aircraft were temporarily parked during the period and are
     completely unencumbered.

Contact:

Atlas Air Worldwide Holdings, Inc.
Investors
Dan Loh, 914-701-8200
or
Media
Bonnie Rodney, 914-701-8580