Atlas Air Worldwide Reports Third-Quarter Earnings

  Atlas Air Worldwide Reports Third-Quarter Earnings

  *Adjusted Net Income of $28.6 Million, $1.13 per Share
  *Reported Net Income of $23.7 Million, $0.94 per Share
  *Expect Full-Year Adjusted EPS of $3.40 to $3.80
  *Repurchased 1.724 Million Shares in 2013, 6.5% of Outstanding
  *Board Increases Share Repurchase Authorization

Business Wire

PURCHASE, N.Y. -- November 7, 2013

Atlas Air Worldwide Holdings, Inc. (Nasdaq:AAWW), a leading global provider of
outsourced aircraft and aviation operating solutions, today announced adjusted
net income attributable to common stockholders of $28.6 million, or $1.13 per
diluted share, for the three months ended September 30, 2013, compared with
$33.4 million, or $1.26 per diluted share, for the three months ended
September 30, 2012.

On a reported basis, third-quarter 2013 net income attributable to common
stockholders totaled $23.7 million, or $0.94 per diluted share, compared with
$33.9 million, or $1.27 per diluted share, in the third quarter of 2012. Free
cash flow of $73.8 million in the third quarter of 2013 compared with $98.9
million in the third quarter of 2012.

“Earnings in the third quarter of 2013 were below our expectations, reflecting
market factors,” said William J. Flynn, President and Chief Executive Officer.
“Demand in the commercial airfreight peak season through September was less
than we anticipated. Airfreight yields remained under pressure, impacting our
Commercial Charter segment. In addition, a decline in military charter demand
led to a reduction in AMC volumes and fewer favorable one-way AMC missions.

“Results during the quarter were supported by strength in our core ACMI
operations and growth in our Dry Leasing business. Led by our new 747-8
freighters in ACMI, we saw increasing contributions during the quarter from
investments to diversify our business mix, including the addition of 777
freighters with predictable, long-term revenue and earnings streams in Dry
Leasing; our expanding 767 service; growing CMI operations within ACMI; and
ongoing continuous improvement initiatives.

“Reflecting our commitment to enhance stockholder value, we acquired a further
3.1% of our outstanding common stock through our share repurchase program from
May through August. Combined with the shares that we bought through the end of
April, we have repurchased approximately 6.5% of our shares for $72 million
this year. In addition, our board of directors has increased our existing
authority to repurchase shares from $9 million to $60 million."

Third-Quarter Results

Revenue, volume and profitability growth in our core ACMI business during the
third quarter were driven by our new 747-8Fs, with an average of 3.3
additional -8F aircraft in service compared with the third quarter of 2012,
and the continued ramp up and expansion of CMI service.

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 Dry Leasing, revenue and profitability grew following the acquisition of
one 777-200LRF aircraft in March 2013 and two 777-200LRF aircraft in July
2013. Each aircraft was acquired with a long-term customer lease already in
effect.

In AMC Charter, a reduction in cargo and passenger block hours, as well as a
reduced number of one-way AMC missions and a change in the proportion of those
missions from outbound U.S. to inbound U.S., led to a significant decline in
segment contribution. Higher average cargo and passenger revenue per block
hour during the period stemmed from an increase in the average pegged fuel
price set by the U.S. military.

Segment results in Commercial Charter primarily related to a reduction in
yields driven by soft third-quarter global charter-market conditions. Results
also reflected a reduction in return legs due to the change in the number and
direction of one-way AMC missions.

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

Income Taxes

Reported earnings for the third quarter of 2013 included an effective income
tax rate of 31.3%, reflecting both the ongoing beneficial impact of lower
taxes for certain foreign subsidiaries in our Dry Leasing business and the net
impact of the resolution of certain income tax liabilities.

Nine-Month Results

For the nine months ended September 30, 2013, adjusted net income attributable
to common stockholders totaled $54.9 million, or $2.13 per diluted share,
compared with $78.3 million, or $2.95 per diluted share, for the nine months
ended September 30, 2012.

On a reported basis, nine-month 2013 net income attributable to common
stockholders totaled $63.9 million, or $2.48 per diluted share, compared with
$77.5 million, or $2.92 per diluted share, in the first nine months of 2012.

Free cash flow in the first nine months of 2013 increased to $180.8 million
from $154.1 million in the first nine months of 2012.

Cash and Short-Term Investments

At September 30, 2013, our cash, cash equivalents, short-term investments and
restricted cash totaled $298.4 million, compared with $419.9 million at
December 31, 2012.

The change in position at September 30 reflected cash provided by operating
and financing activities offset by cash used for investing activities.

Net cash used for investing activities in the first nine months of 2013
primarily related to the purchase of two 747-8F aircraft as well as three
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.
Those proceeds were partially offset by payments on debt obligations and debt
issuance costs.

Share Repurchases

Between mid-May and mid-August, we repurchased 820,276 shares of our common
stock for $35.6 million. The shares were acquired pursuant to an accelerated
share repurchase program with a financial institution that settled in August.

Through the nine months ended September 30, 2013, we repurchased a total of
1,723,577 shares, or 6.5%, of our outstanding common stock at December 31,
2012.

Future repurchases under our new $60 million authority 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 fully diluted earnings per share to total
between $3.40 and $3.80 on an adjusted basis and $3.75 and $4.15 on a reported
basis.

Our current outlook reflects a much less robust commercial airfreight peak
season than previously anticipated. While commercial airfreight volumes are
strengthening, airfreight yields remain volatile. In addition, military cargo
volumes have declined at a more rapid rate. Together, these factors affected
our third-quarter results and have reduced anticipated profitability for the
fourth quarter.

Partially offsetting these challenges are increasing contributions from
investments to diversify the company’s business mix, led by new 747-8
freighters in the company’s core ACMI business; the addition of 777 freighters
with predictable, long-term revenue and earnings streams in Dry Leasing; an
expanding 767 service platform; entry into military and commercial charter
passenger operations; and continuing growth in the company’s
non-asset-intensive CMI operations. Also contributing are ongoing continuous
improvement productivity and efficiency initiatives.

Mr. Flynn added: “Airfreight remains a long-term growth industry despite
current market challenges. We are focused on the long-term growth of our
business, and we are well-positioned to capitalize on market improvements. Our
business model is solid and is complemented by substantial operating leverage,
strong customer relationships and a superior fleet. We continue to strengthen
our competitive position and generate substantial free cash flow, which will
enhance stockholder value.”

Conference Call

Management will host a conference call to discuss Atlas Air Worldwide’s
third-quarter financial and operating results at 11:00 a.m. Eastern Time on
Thursday, November 7, 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 third-quarter call) or at the following Web address:

http://www.media-server.com/m/p/rq4h455p

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
November 14 by dialing (855) 859-2056 (domestic) and (404) 537-3406
(international) and using Access Code 88980639#.

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 Nine Months Ended
                       September     September       September 30,   September 30,
                       30, 2013        30, 2012        2013              2012
                                                                           
Operating
Revenue
ACMI                   $ 189,583       $ 177,722       $ 552,710         $ 492,846
AMC Charter              95,668          117,377         287,840           376,685
Commercial               104,605         108,078         313,488           305,852
Charter
Dry Leasing              11,874          3,057           21,844            8,864
Other                   3,660         3,017         10,417          9,013     
Total
Operating              $ 405,390      $ 409,251      $ 1,186,299      $ 1,193,260 
Revenue
                                                                           
Operating
Expenses
Aircraft fuel            93,434          99,080          289,535           311,414
Salaries,
wages and                74,167          71,386          219,216           215,640
benefits
Maintenance,
materials and            31,306          40,524          133,152           136,875
repairs
Aircraft rent            48,448          44,133          130,703           126,309
Depreciation
and                      23,661          16,612          61,840            44,792
amortization
Passenger and
ground                   18,037          18,711          52,109            50,100
handling
services
Navigation
fees, landing            16,438          15,153          46,901            44,090
fees and other
rent
Travel                   14,535          14,746          43,485            42,189
Loss (gain) on
disposal of              501             (1,058  )       79                (2,417    )
aircraft
Other                   27,157        27,699        80,515          85,306    
Total
Operating               347,684       346,986       1,057,535       1,054,298 
Expenses
Operating               57,706        62,265        128,764         138,962   
Income
                                                                           
Non-operating
Expenses
(Income)
Interest                 (4,849  )       (4,833  )       (15,003   )       (14,629   )
income
Interest                 22,594          17,004          61,711            46,598
expense
Capitalized              (291    )       (4,052  )       (1,985    )       (16,356   )
interest
Loss on early
extinguishment           4,524           143             5,518             285
of debt
Other expense           (241    )      (331    )      1,415           454       
(income), net
Total
Non-operating            21,737          7,931           51,656            16,352
Expenses
(Income)
Income before            35,969          54,334          77,108            122,610
income taxes
Income tax              11,247        19,759        11,320          45,899    
expense
Net Income               24,722          34,575          65,788            76,711
Less: Net
income (loss)
attributable
to
noncontrolling          981           717           1,909           (834      )
interests
Net Income
Attributable
to Common              $ 23,741       $ 33,858       $ 63,879         $ 77,545    
Stockholders
Earnings per
share:
Basic                  $ 0.94         $ 1.28         $ 2.48           $ 2.94      
Diluted                $ 0.94         $ 1.27         $ 2.48           $ 2.92      
                                                                           
Weighted
average
shares:
Basic                   25,124        26,443        25,710          26,410    
Diluted                 25,212        26,580        25,784          26,527    



Atlas Air Worldwide Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)

                                  September 30, 2013   December 31, 2012
Assets
Current Assets
Cash and cash equivalents             $   280,967            $   409,763
Short-term investments                    11,573                 10,119
Restricted cash                           5,886                  ―
Accounts receivable, net of
allowance of $1,539 and                   118,515                127,704
$3,172, respectively
Prepaid maintenance                       21,004                 22,293
Deferred taxes                            53,799                 26,390
Prepaid expenses and other               36,628               36,726     
current assets
Total current assets                      528,372                632,995
Property and Equipment
Flight equipment                          2,971,696              2,209,782
Ground equipment                          45,049                 39,230
Less: accumulated                         (238,992    )          (185,419   )
depreciation
Purchase deposits for flight             38,978               147,946    
equipment
Property and equipment, net               2,816,731              2,211,539
Other Assets
Long-term investments and                 129,665                140,498
accrued interest
Deposits and other assets                 133,238                132,120
Intangible assets, net                   35,947               35,533     
Total Assets                          $   3,643,953         $   3,152,685  
Liabilities and Equity
Current Liabilities
Accounts payable                      $   42,700             $   20,789
Accrued liabilities                       150,741                152,467
Current portion of long-term             262,568              154,760    
debt^1,2
Total current liabilities                 456,009                328,016
Other Liabilities
Long-term debt^1,2                        1,473,685              1,149,282
Deferred taxes                            302,274                265,384
Other liabilities                        124,897              121,899    
Total other liabilities                   1,900,856              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; 28,198,464 and
27,672,924 shares issued,
25,037,540 and 26,443,441,
shares outstanding
(net of treasury stock), as
of September 30, 2013 and                 282                    277
December 31, 2012,
respectively
Additional paid-in-capital                557,078                544,421
Treasury stock, at cost;
3,160,924 and 1,229,483                   (125,796    )          (44,850    )
shares, respectively
Accumulated other                         (12,790     )          (14,263    )
comprehensive loss
Retained earnings                        862,555              798,676    
Total stockholders’ equity                1,281,329              1,284,261
Noncontrolling interest                  5,759                3,843      
Total equity                             1,287,088            1,288,104  
Total Liabilities and Equity          $   3,643,953         $   3,152,685  


^1  Balance sheet debt at September 30, 2013 totaled $1,736.3 million,
     including the impact of $42.8 million of unamortized discount.

^2   The face value of our debt at September 30, 2013 totaled $1,779.1
     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 Nine Months Ended
                                     September 30, 2013   September 30, 2012
                                                                
Operating Activities:
Net Income Attributable to           $   63,879             $   77,545
Common Stockholders
Net income (loss)
attributable to                         1,909                (834       )
noncontrolling interests
Net Income                               65,788                 76,711
Adjustments to reconcile Net
Income
to net cash provided by
operating activities:
Depreciation and                         73,324                 51,509
amortization
Accretion of debt securities             (6,758     )           (6,454     )
discount
Provision for allowance for              217                    897
doubtful accounts
Loss on early extinguishment             5,518                  285
of debt
Loss (gain) on disposal of               79                     (2,417     )
aircraft
Deferred taxes                           10,511                 45,346
Stock-based compensation                 12,176                 12,243
expense
Changes in:
Accounts receivable                      6,818                  (334       )
Prepaid expenses and other               12,494                 38,991
current assets
Deposits and other assets                2,834                  (10,315    )
Accounts payable and accrued            24,665               (9,256     )
liabilities
Net cash provided by                     207,666                197,206
operating activities
Investing Activities:
Capital expenditures                     (24,860    )           (26,732    )
Purchase deposits and
delivery payments for flight             (561,979   )           (312,494   )
equipment
Changes in restricted cash               (5,886     )
Investment in debt                       ―                      (1,179     )
securities
Proceeds from short-term                 4,672                  4,342
investments
Proceeds from insurance                  9,109                  ―
Proceeds from disposal of               4,250                2,715      
aircraft
Net cash used for investing              (574,694   )           (333,348   )
activities
Financing Activities:
Proceeds from debt issuance              709,484                639,628
Refund of accelerated share              21,886                 ―
repurchase
Prepayment of accelerated                (21,886    )           ―
share repurchase
Purchase of treasury stock               (80,946    )           (3,318     )
Excess tax benefit from
stock-based compensation                 472                    550
expense
Payment of debt issuance                 (19,682    )           (24,808    )
costs
Payments of debt                        (371,096   )          (347,232   )
Net cash provided by                     238,232                264,820
financing activities
Net (decrease) increase in               (128,796   )           128,678
cash and cash equivalents
Cash and cash equivalents at            409,763              187,111    
the beginning of period
Cash and cash equivalents at         $   280,967           $   315,789    
the end of period
Non-cash Investing and
Financing Activities:
Acquisition of flight                $   90,498            $   ―
equipment and assumed debt



Atlas Air Worldwide Holdings, Inc.

Direct Contribution

(in thousands)

(Unaudited)

                   For the Three Months Ended      For the Nine Months Ended
                       September      September        September 30,    September 30,
                       30, 2013         30, 2012         2013               2012
Operating
Revenue:
ACMI                   $ 189,583        $ 177,722        $ 552,710          $ 492,846
AMC Charter              95,668           117,377          287,840            376,685
Commercial               104,605          108,078          313,488            305,852
Charter
Dry Leasing              11,874           3,057            21,844             8,864
Other                   3,660          3,017          10,417           9,013     
Total
Operating              $ 405,390       $ 409,251       $ 1,186,299       $ 1,193,260 
Revenue
Direct
Contribution:
ACMI                   $ 62,587         $ 51,625         $ 157,594          $ 116,573
AMC Charter              14,749           25,437           40,144             76,002
Commercial               (3,859  )        3,602            (15,023   )        15,559
Charter
Dry Leasing             4,681          1,378          8,294            3,967     
Total Direct
Contribution
for                    $ 78,158        $ 82,042        $ 191,009         $ 212,101   

Reportable
Segments
                                                                              
Unallocated
income and               (37,163 )        (28,623 )        (108,304  )        (91,623   )
expenses, net
Loss on early
extinguishment           (4,524  )        (143    )        (5,518    )        (285      )
of debt
Loss (gain) on
disposal of             (501    )       1,058          (79       )       2,417     
aircraft
Income before           35,970         54,334         77,108           122,610   
Income Taxes
                                                                              
Interest                 (4,849  )        (4,833  )        (15,003   )        (14,629   )
income
Interest                 22,594           17,004           61,711             46,598
expense
Capitalized              (291    )        (4,052  )        (1,985    )        (16,356   )
interest
Loss on early
extinguishment           4,524            143              5,518              285
of debt
Other expense           (241    )       (331    )       1,415            454       
(income), net
Operating              $ 57,707        $ 62,265        $ 128,764         $ 138,962   
Income


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, losses (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
                              September 30,     September 30,   Percent
                              2013                2012              Change
                                                                    
Net Income
Attributable to               $ 23,741            $  33,858         (29.9  %)
Common Stockholders
After-tax impact
from:
Fleet retirement                -                    125
costs^1
Loss on early
extinguishment of               4,524                91
debt^2
Loss (gain) on                 319                (674    )      
disposal of aircraft
Adjusted Net Income
Attributable to               $ 28,584           $  33,400        (14.4  %)
Common Stockholders
                                                                    
Diluted EPS                   $ 0.94              $  1.27           (26.0  %)
After-tax impact
from:
Fleet retirement                -                    -
costs^1
Loss on early
extinguishment of               0.18                 -
debt^2
Loss (gain) on                 0.01               (0.03   )      
disposal of aircraft
Adjusted Diluted EPS          $ 1.13             $  1.26(3  )      (10.3  %)
                                                                    
                              For the Nine Months Ended
                               September 30,       September      Percent
                                2013                 30, 2012       Change
                                                                    
Net Income
Attributable to               $ 63,879            $  77,545         (17.6  %)
Common Stockholders
After-tax impact
from:
Fleet retirement                -                    2,093
costs^1
Loss on early
extinguishment of               5,157                182
debt^2
ETI tax benefit                 (14,160   )          -
Loss (gain) on                 50                 (1,540  )      
disposal of aircraft
Adjusted Net Income
Attributable to               $ 54,926           $  78,280        (29.8  %)
Common Stockholders
                                                                    
Diluted EPS                   $ 2.48              $  2.92           (15.1  %)
After-tax impact
from:
Fleet retirement                -                    0.08
costs^1
Loss on early
extinguishment of               0.20                 0.01
debt^2
ETI tax benefit                 (0.55     )          -
Loss (gain) on                 -                  (0.06   )      
disposal of aircraft
Adjusted Diluted EPS          $ 2.13             $  2.95          (27.8  %)


^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 and 777-200LRF 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)

                                 Full-Year 2013 Diluted EPS Guidance
                                       
GAAP Measure                         $ 3.75 to 4.15
Loss on early extinguishment           0.20
of debt
ETI tax benefit                        (0.55)
Loss on disposal of aircraft          -
Non-GAAP Measure                     $ 3.40 to 3.80
                                     
                                     
                                     For the Three Months Ended
                                         September 30,           September 30,
                                                          
                                         2013                    2012
                                                                 
Net Cash Provided by                   $ 79,489                $ 111,268
Operating Activities
Less:
Capital expenditures                     5,369                   8,289
Capitalized interest                    291                     4,052
Free Cash Flow^1                       $ 73,829                $ 98,927
                                                                 
                                     For the Nine Months Ended
                                         September 30,           September 30,

                                         2013                    2012
                                                                 
Net Cash Provided by                   $ 207,666               $ 197,206
Operating Activities
Less:
Capital expenditures                     24,860                  26,732
Capitalized interest                    1,985                   16,356
Free Cash Flow^1                       $ 180,821               $ 154,118


^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 Nine Months Ended
                       September      September        September    September
                       30, 2013         30, 2012         30, 2013       30, 2012
                                                                          
Income before          $ 35,969         $ 54,334         $ 77,108       $ 122,610
income taxes
Fleet
retirement               -                196              -              3,286
costs^1
Loss on early
extinguishment           4,524            143              5,518          285
of debt
Loss (gain) on
disposal of             501            (1,058  )       79            (2,417  )
aircraft
                                                                          
Adjusted                 40,994           53,615           82,705         123,764
pretax income
                                                                          
Interest
(income)                 17,454           8,119            44,723         15,613
expense, net
Other
non-operating           (241    )       (331    )       1,415         454     
expenses
(income)
                                                                          
Adjusted
operating                58,207           61,403           128,843        139,831
income
                                                                          
Depreciation
and                     23,661         16,612         61,840        44,792  
amortization
                                                                          
EBITDA, as               81,868           78,015           190,683        184,623
adjusted^2
                                                                          
Aircraft rent           48,448         44,133         130,703       126,309 
                                                                          
EBITDAR, as            $ 130,316       $ 122,148       $ 321,386      $ 310,932 
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 losses (gains) on disposal of
     aircraft, as applicable.
     
     Adjusted EBITDAR: Earnings before interest, taxes, depreciation,
^3   amortization, aircraft rent expense, fleet retirement costs, and losses
     (gains) on disposal of aircraft, as applicable.
     


Atlas Air Worldwide Holdings, Inc.

Operating Statistics and Traffic Results

(Unaudited)

                  For the Three Months                    For the Nine Months Ended
                       Ended
                       September 30,           Increase/        September 30,             Increase/
                       2013       2012         (Decrease)       2013        2012          (Decrease)
                                                                                              
Block Hours
ACMI                   28,813       28,451       362              85,274        78,698        6,576
AMC Charter
Cargo                  1,531        2,283        (752     )       5,296         8,152         (2,856   )
Passenger              3,029        3,882        (853     )       8,264         9,121         (857     )
Commercial             5,310        5,331        (21      )       16,360        14,761        1,599
Charter
Nonrevenue             220          277          (57      )       655           908           (253     )
Total Block            38,903       40,224       (1,321   )       115,849       111,640       4,209    
Hours
                                                                                              
Revenue Per
Block Hour
ACMI                 $ 6,580      $ 6,247      $ 333            $ 6,482       $ 6,262       $ 220
AMC Charter            20,980       19,039       1,941            21,227        21,808        (581     )
Cargo                  21,962       19,853       2,109            22,681        23,771        (1,090   )
Passenger              20,483       18,561       1,922            20,296        20,053        243
Commercial             19,700       20,273       (573     )       19,162        20,720        (1,558   )
Charter
                                                                                              
Average
Utilization
(block hours
per day)
ACMI^1                 10.1         11.9         (1.8     )       10.4          12.3          (1.9     )
AMC Charter
Cargo                  5.4          9.2          (3.8     )       6.7           9.0           (2.3     )
Passenger              8.0          9.0          (1.0     )       7.0           8.3           (1.3     )
Commercial             6.3          9.3          (3.0     )       7.0           9.1           (2.1     )
Charter
All
Operating              8.9          11.0         (2.1     )       9.3           11.2          (1.9     )
Aircraft^1,2
                                                                                              
Fuel
AMC
Average fuel
cost per             $ 3.62       $ 2.67       $ 0.95           $ 3.63        $ 3.27        $ 0.36
gallon
Fuel gallons
consumed               11,324       15,357       (4,033   )       33,847        44,909        (11,062  )
(000s)
Commercial
Charter
Average fuel
cost per             $ 3.09       $ 3.29       $ (0.20    )     $ 3.13        $ 3.34        $ (0.21    )
gallon
Fuel gallons
consumed               16,956       17,637       (681     )       53,210        49,256        3,954
(000s)


     ACMI and All Operating Aircraft averages in the third quarter and first
^1  nine 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
                 Months Ended                Nine Months  
                                                    Ended
                     September 30,     Increase/    September       Increase/
                                                    30,
                     2013    2012     (Decrease)   2013  2012     (Decrease)
Segment
Operating
Fleet

(average
aircraft
equivalents

during the
period)
ACMI^1
747-8F Cargo         8.0      4.7      3.3          7.7    3.7      4.0
747-400              13.6     16.5     (2.9    )    13.8   16.7     (2.9    )
Cargo^2
767-300              2.0      -        2.0          1.8    -        1.8
Cargo
767-200              5.0      3.8      1.2          5.0    1.8      3.2
Cargo
747-400              1.4      1.0      0.4          1.1    1.1      -
Passenger
767-300              -        -        -            0.3    -        0.3
Passenger
767-200              1.0      -        1.0         0.3    -        0.3     
Passenger
Total                31.0     26.0     5.0          30.0   23.3     6.7
AMC Charter
747-400              3.1      2.7      0.4          2.9    3.1      (0.2    )
Cargo
747-200              -        -        -            -      0.2      (0.2    )
Cargo
747-400              1.4      1.8      (0.4    )    1.7    1.7      -
Passenger
767-300              2.7      2.9      (0.2    )    2.6    2.3      0.3     
Passenger
Total                7.2      7.4      (0.2    )    7.2    7.3      (0.1    )
Commercial
Charter
747-8F Cargo         1.0      -        1.0          0.4    -        0.4
747-400              7.7      5.9      1.8          7.8    5.3      2.5
Cargo
747-200              -        -        -            -      0.2      (0.2    )
Cargo
747-400              0.2      0.2      -            0.2    0.2      -
Passenger
767-300              0.2      0.1      0.1         0.2    0.2      -       
Passenger
Total                9.1      6.2      2.9          8.6    5.9      2.7
Dry Leasing
777-200              2.6      -        2.6          1.3    -        1.3
Cargo
757-200              1.0      1.0      -            1.0    1.0      -
Cargo
737-300              1.0      0.8      0.2          1.0    0.3      0.7
Cargo
737-800              2.0      2.0      -           2.0    2.0      -       
Passenger
Total                6.6      3.8      2.8         5.3    3.3      2.0     
Total
Operating            53.9     43.4     10.5        51.1   39.8     11.3    
Aircraft
                                                                    
Out of               1.0      -        1.0          0.8    -        0.8
Service^3


^1  ACMI average fleet excludes spare aircraft provided by CMI customers.
     
     Includes 1.6 and 1.3 Large Cargo Freighters in the three-month periods
^2   ended September 30, 2013 and 2012, respectively. Includes 1.6 and 1.1
     Large Cargo Freighters in the nine-month periods ended September 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
 
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