Atlas Air Takes Delivery of Boeing’s Final 747 Production Aircraft

747-8F Aircraft Placed Under a Long-Term Agreement
Operating for Apex Logistics, a Kuehne+Nagel Company

Unique Livery Celebrates Queen of the Skies’ Iconic Legacy

Purchase, N.Y., January 31, 2023 – Atlas Air, Inc., a subsidiary of Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW) today announced it has taken delivery of the final 747 ever to be produced by Boeing. The delivery of this aircraft is the last of four new Boeing 747-8 Freighters Atlas ordered in January 2021. Atlas Air will operate this aircraft for Apex Logistics, a Kuehne+Nagel company, under a long-term agreement.

“Our company’s history and success are directly linked to the 747 platform, and we are honored to continue our long history of flying this iconic aircraft for our customers around the world,” said John Dietrich, President and Chief Executive Officer, Atlas Air Worldwide. “Atlas Air was founded over 30 years ago with a single 747-200 converted freighter. Since then, we have spanned the globe operating the 747 into well over 800 airports in over 170 countries with nearly every series of the aircraft, including Boeing’s 747 Large Cargo Freighter for the transport of 787 Dreamliner parts.”

John Dietrich, President and Chief Executive Officer, Atlas Air Worldwide, represents Atlas Air’s 5,000 employees at the ceremony Boeing hosted to celebrate production of the final Boeing 747. To honor the legacy of the “Queen of the Skies,” a special decal is included to the right of the nose featuring Joe Sutter, considered by Boeing to be the “Father of the 747.”

Mr. Dietrich added: “We’ve carried everything on the 747 from race cars to racehorses, from rocket parts to satellites, electronics, overnight express shipments – and various forms of perishables like fresh flowers, vegetables and fish. The 747 has also been critical to carrying life-saving goods like medicine, vaccines and personal protective equipment during the pandemic and other times of need. And we are proud to serve the U.S. military as the largest provider of their airlift – carrying both troops and cargo – and the 747 is the backbone of this critical work.

“We are pleased to operate this aircraft on behalf of Apex Logistics, a Kuehne+Nagel company.  This is the second 747-8F delivery as part of our long-term strategic partnership with Kuehne+Nagel, which is reflective of our deep commitment to provide additional capacity for the expansion of their air cargo network.”

Mr. Dietrich concluded: “As the world’s largest operator of 747 freighters, Atlas is especially proud to take the last 747 ever to be built. We are grateful to Boeing for their shared commitment to safety, quality, innovation and the environment, and for their partnership to ensure the continued success of the 747 program as we operate the aircraft for decades to come.”

Atlas’ investment in these new aircraft supports the Company’s longstanding commitment to environmental stewardship. The 747-8 platform features an advanced design and engines, offering a 16% improvement in fuel use and CO2 emissions per tonne and a 30% smaller noise footprint compared to the previous generation of aircraft. The 747-8 is well renowned for its tremendous payload capacity and range, as well as its unique nose-loading capability.

As the world’s largest operator of 747 freighters, Atlas Air is proud to take delivery of the last Boeing 747 ever to be built. Atlas Air will operate this aircraft for Apex Logistics, a Kuehne+Nagel company, under a long-term agreement.

Atlas designed a custom split livery for this special aircraft, with the Atlas Air logo on the right side and tail of the aircraft, and the Apex Logistics logo on the left side. To honor the legacy of the “Queen of the Skies,” a special decal is included to the right of the nose featuring Joe Sutter, considered by Boeing to be the “Father of the 747.”

“The names we chose for the last two iconic aircraft fit their legacy – ‘Inspire.’ and ‘Empower.’,” said Yngve Ruud, Member of the Management Board of Kuehne+Nagel, responsible for Air Logistics.  “We are looking forward to see the last 747-8F aircraft taking off to fulfill the versatile needs of our customers around the world with unmatched capability.”

“In 2001 when Apex was founded, our guiding principle was to empower employees with the common goal of offering customers flexible and reliable solutions to their logistics needs,” said Tony Song, Group Chief Executive Officer. “Twenty years later, as part of Kuehne+Nagel Group, we are proud to introduce ‘Empower.’, the newest and most exciting addition to Apex Logistics. This aircraft will reinforce our ability to provide strategic solutions and unique alternatives, with passion. Together with our Apex Logistics colleagues, we are delighted to celebrate this very special occasion with Kuehne+Nagel, Atlas Air and Boeing.”

“This monumental day is a testament to the generations of Boeing employees who brought to life the airplane that ‘shrank the world,’ and revolutionized travel and air cargo as the first widebody,” said Stan Deal, President and Chief Executive Officer of Boeing Commercial Airplanes. “It is fitting to deliver this final 747-8 Freighter to the largest operator of the 747, Atlas Air, where the ‘Queen’ will continue to inspire and empower innovation in air cargo.”

About Atlas Air Worldwide:

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc., and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed through the company’s home page, www.atlasairworldwide.com.

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Contest Rules

ATLAS AIR, INC. 30th Anniversary Photo Sweepstakes

OFFICIAL RULES

No purchase required to enter or win. A purchase will not increase your chances of winning.

The Atlas Air, Inc. 30th Anniversary Photo Sweepstakes (the “Sweepstakes”) is sponsored by Atlas Air, Inc., 2000 West Chester Avenue, Purchase, NY 10577 (“Sponsor”) and administered by Atlas Air, Inc. (“Administrator”).

  1. ELIGIBILITY: The Sweepstakes is open to legal residents of the continental United States who are 18 years of age or older as of the Entry Period (defined below) (“Participant”). Employees of Sponsor, Administrator, their respective affiliates, subsidiaries, advertising and promotion agencies, and their immediate family members and/or those living in the same household of each are not eligible. This Sweepstakes is void where prohibited or restricted by law. All federal, state, and local laws and regulations apply.
  2. AGREEMENT TO OFFICIAL RULES: Participation in the Sweepstakes constitutes the Participant’s full and unconditional agreement to and acceptance of these Official Rules and the decisions of the Sponsor and Administrator, which are final and binding. Winning a prize is contingent upon fulfilling all requirements set forth herein.
  3. ENTRY PERIOD: The Sweepstakes begins at 12pm ET on December 1, 2022 and ends at 11:59pm ET on December 14, 2022 (the “Entry Period”). Entries that are submitted before or after the Entry Period will be disqualified. Administrator’s computer will be the official timekeeping device for this Sweepstakes. Administrator reserves the right to end Sweepstakes at any time, including prior to the expiration of the Entry Period.
  4. HOW TO ENTER: Participant must follow @AtlasAirWorldwide, post an image of an Atlas Air Worldwide airplane tagging @AtlasAirWorldwide in the image and use the hashtag #AtlasAir30 Sweepstakes (“Entry”).

One Entry per person. There will be no credit for multiple, bot, automated, or spam Entries, each as determined by Sponsor or Administrator in its sole discretion. Sponsor and Administrator are not responsible for lost, late, incomplete, invalid, illegible, or misdirected Entries, which will be disqualified, or for any error, whether human, technical, or otherwise. Sponsor and Administrator each reserve the right in their sole discretion to disqualify any Participant found to be tampering with the operation of the Sweepstakes or to be acting in violation of these Official Rules. In the event of a dispute as to the identity of a Participant, the authorized account holder of the Instagram account used to submit the Entry will be deemed to be the Participant. The “authorized account holder” is the natural person who is assigned to an email address by an Internet access provider, online service provider, or other organization responsible for assigning email addresses for the domain associated with the submitted email address.

By entering the Sweepstakes, you represent and warrant that you are the owner or licensee of any and all materials and information, including photos, videos, and personal information, submitted by you to the Sweepstakes and you automatically grant, and you represent and warrant that you have the right to grant to Sponsor and Administrator an irrevocable, perpetual, non-exclusive, transferable, fully-paid-up, royalty-free, worldwide license (with the right to sublicense at multiple levels) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), transfer, distribute any such materials for any purpose and in any format on or in connection with the www.atlasair.com website or its affiliated or partner sites, the Administrator’s or Sponsor’s respective businesses, or the promotion thereof, prepare derivative works, incorporate into other works, and/or grant and authorize sublicenses of the foregoing. Submissions must not, in the sole and unfettered discretion of the Sponsor and/or Administrator, contain obscene, provocative, defamatory, sexually explicit, or otherwise objectionable or inappropriate content, and Submissions must not infringe any intellectual property rights of third parties. You furthermore represent and warrant that all persons and entities connected with the materials and information submitted in connection with the Sweepstakes, and all other persons and entities whose names, voices, photographs, likenesses, works, services and materials have been used in such materials/information or its/their exploitation, have authorized the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion, trade and other exploitation of the materials and information and the rights granted herein.

  1. JUDGING: On or about December 14, 2022 (“Drawing Date”) one (1) Participant from all eligible Entries received during the Entry Period shall be selected at random by Administrator (“Winner”).
  2. PRIZE EXPLANATION: The Winner shall receive one (1) luggage tag (“Prize”). No transfer, cash equivalent, or Prize substitution allowed, except at Sponsor’s sole discretion. Any and all Prize-related expenses, including without limitation any and all federal, state, and/or local taxes shall be the sole responsibility of the Winner.
  3. PRIZE NOTIFICATION AND FULFILLMENT: Each potential Winner may be contacted by Sponsor or Administrator on or about the Drawing Date via Instagram direct message and may be asked for further explanation based on their initial answers submitted online. Each potential Winner will be required to respond to such direct message and execute and return an Affidavit of Eligibility and Liability/Publicity Release (where required and/or permitted) within seventy-two (72) hours of notification attempt. In the event a potential Winner is determined to be ineligible in accordance with these Official Rules (including by failure to respond to any notification attempt within the specified time), such Prize may be forfeited and may be awarded to an alternate Winner in a drawing from among all remaining Entries received. Each Winner may be required to supply Sponsor or Administrator with his/her social security number for tax purposes. Subject to the foregoing requirements, the Prize will be sent to Winner directly by Sponsor and Sponsor may contact Winner if more information is needed.
  4. CONSENT AGREEMENT: By entering this Sweepstakes, Participant: (1) agrees to be bound by these Official Rules; (2) consents to the use of his/her name, voice, picture, and likeness for advertising and promotional purposes in any medium throughout the world in perpetuity without additional compensation unless prohibited by law, and (3) agrees that Sponsor and Administrator may send Participant information, promotions, or special offers that Sponsor and/or Administrator determines may be of interest to Participant but from which Participant may opt out of receiving.
  5. INDEMNIFICATION AND LIMITATION OF LIABILITY: By entering, each Participant agrees to defend, indemnify and otherwise hold Sponsor, Administrator, and their respective parents, subsidiaries, affiliated companies, the agents, officers, directors, and/or employees (collectively, the “Released Parties”) harmless from and against any and all liability of any nature whatsoever arising out of or relating to (a) unauthorized human intervention in the Sweepstakes by or directed by Participant; (b) breaches of or inaccuracies in any representations or warranties of, or license grants by, Participant or any other terms and conditions contained herein; and/or (c) injury, death, or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from Participant’s participation in the Sweepstakes or receipt or use of any prize, including any such claim by the Released Parties’ employees or agents or any third parties.

By entering this Sweepstakes, each Participant (1) agrees to release Sponsor, Administrator, and each of the Released Parties from any and all liability for any loss, harm, damages, costs, and/or expenses, including without limitation property damages, personal injury and/or death, arising out of participating in this Sweepstakes or the acceptance, possession, use, or misuse of any prize, (2) waives any and all claims against Sponsor, Administrator, and each of the Released Parties based on publicity rights, defamation, invasion of privacy, or any other intellectual property or privacy right, and (3) acknowledges that neither the Sponsor nor Administrator have made or are responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to any prize, including but not limited to its quality, mechanical condition, or fitness for a particular purpose.

Neither Sponsor nor Administrator shall be liable for any damages whatsoever related to or arising from (a) any technical errors that may prevent any Participant from participating in any way; (b) unauthorized human intervention in the Sweepstakes; and/or (c) errors in the administration of the Sweepstakes.

Participant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages. Participant further agrees that in any cause of action, the Released Parties’ aggregate liability for all claims will be limited to the cost of entering and participating in the Sweepstakes, and in no event shall the Released Parties be liable for attorneys’ fees.

  1. DISPUTES: Except where prohibited by law, each Participant agrees that any and all disputes, claims, and causes of action arising out of, or connected with, the Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in the State of New York. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules, Participant’s rights and obligations, or the rights and obligations of the Sponsor and Administrator in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules (whether of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than New York.
  2. GENERAL CONDITIONS: In the event that the operation, security, or administration of the Sweepstakes is impaired in any way for any reason, including, but not limited to fraud, virus, or other technical problem, the Sponsor or Administrator may, in its sole discretion and at any time, (a) suspend the Sweepstakes to address the impairment and then, at Sponsor’s or Administrator’s sole discretion, resume the Sweepstakes in a manner that best conforms to the spirit of these Official Rules (b) award the prize from among the eligible Entries received up to the time of the impairment and/or c) terminate the Sweepstakes. Under no circumstances will more prizes be awarded than the number of prizes set forth above. In the event of technical issues, fraud or other causes in which more than one winner is inadvertently chosen, Administrator shall award the prize to the first winner chosen or, if not ascertainable, conduct a new random drawing. Any attempt by any person to undermine the legitimate operation of the Sweepstakes may be a violation of criminal and civil law, and, should such an attempt be made, each of the Sponsor and Administrator reserves the right to seek damages from any such person to the fullest extent permitted by law. Failure or delay by the Sponsor or Administrator to enforce any provision of these Official Rules shall not constitute a waiver of that provision.

This Sweepstakes is in no way sponsored, endorsed or administered by Instagram or similar social media sites.

Continues to Expect Closing of Pending Sale of the Company to
Investor Group in 4Q22 or 1Q23

  • Reported Net Income of $60.1 Million
  • Adjusted EBITDA of $194.0 Million
  • Adjusted Net Income of $78.8 Million

PURCHASE, N.Y., November 3, 2022 – Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW) today announced third-quarter 2022 net income of $60.1 million, or $1.79 per diluted share, compared with net income of $119.5 million, or $3.91 per diluted share, in the third quarter of 2021.

On an adjusted basis, EBITDA totaled $194.0 million in the third quarter this year compared with $280.5 million in the third quarter of 2021. Adjusted net income in the third quarter of 2022 totaled $78.8 million, or $2.69 per diluted share, compared with $145.4 million, or $4.88 per diluted share, in the third quarter of 2021.

“We continued to see strong demand for our services during the third quarter,” said Atlas Air Worldwide President and Chief Executive Officer John W. Dietrich. “We were also pleased to announce a long-term ACMI (aircraft, crew, maintenance and insurance) agreement under which all four of our new and incoming 777-200 freighters are placed with MSC Mediterranean Shipping Company SA.”

Mr. Dietrich continued: “Notwithstanding this strong demand, our third-quarter performance was impacted by operational disruptions related to an increase in COVID-19 cases, particularly in July and August, as well as the effects of Hurricane Ian at the end of the quarter. I would like to thank our Atlas team for working together through these challenges on behalf of our customers.”

Transaction Update

As previously announced, on August 4, 2022, Atlas Air Worldwide entered into a definitive agreement to be acquired by an investor group led by funds managed by affiliates of Apollo Global Management, Inc., together with investment affiliates of J.F. Lehman & Company, LLC and Hill City Capital LP. In light of this pending acquisition, Atlas Air Worldwide will not hold an earnings conference call or provide forward-looking guidance. In connection with the proposed transaction, the Company filed a definitive proxy statement with the Securities and Exchange Commission and will hold a related special meeting of shareholders on November 29, 2022.

The Company continues to expect to complete this transaction in the fourth quarter 2022 or the first quarter 2023.

Third-Quarter Results

Revenue grew to $1.1 billion in the third quarter of 2022 compared with $1.0 billion in the prior-year quarter. Volumes in the third quarter of 2022 totaled 79,274 block hours compared with 90,363 in the third quarter of 2021.

Higher Airline Operations revenue primarily reflected an increase in the average rate per block hour, partially offset by a reduction in block hours flown. The higher average rate per block hour was primarily due to higher fuel prices and higher yields (net of fuel), including the impact of new and extended long-term contracts and increased cargo flying for the AMC. Block hours decreased primarily due to operational disruptions related to an increase in COVID-19 cases (which were significantly higher in July and August), our operation of fewer passenger flights and the effects of Hurricane Ian. The increase in cases and effects of the hurricane adversely impacted our crew availability and our ability to position them due to the widespread and well-publicized cancellations of commercial passenger flights.

Airline Operations segment contribution decreased during the quarter primarily due to increased pilot costs related to our new collective bargaining agreement (CBA), higher overtime pay related to an increase in COVID-19 cases (which were significantly higher in July and August), as well as higher premium pay for pilots operating in certain areas significantly impacted by COVID-19. Segment contribution was also adversely impacted by lower aircraft utilization and higher crew travel costs related to the operational disruptions described in the segment revenue discussion above, as well as higher commercial passenger airfares. In addition, segment contribution was negatively impacted by higher heavy maintenance expense and a decrease in AMC passenger flying. These items were partially offset by higher yields (net of fuel), primarily driven by increased cargo flying for the AMC and the impact of new and extended long-term contracts.

In Dry Leasing, segment revenue in the third quarter of 2022 was relatively unchanged compared with the prior-year period. Higher segment contribution was primarily due to lower interest expense related to the scheduled repayment of debt.

Unallocated income and expenses, net, decreased during the quarter primarily due to a $15.2 million adjustment to paid time-off benefits recorded in 2021 related to our new CBA, lower interest expense related to our adoption of the amended accounting guidance for convertible notes and lower professional fees.

Reported earnings in the third quarter of 2022 included an effective income tax rate of 23.2%. On an adjusted basis, our results reflected an effective income tax rate of 22.6%.

Nine-Month Results

For the nine months ended September 30, 2022, our reported net income totaled $229.9 million, or $6.82 per diluted share, compared with net income of $316.6 million, or $10.52 per diluted share, in the prior-year period (which included $40.9 million, $31.9 million after tax, of CARES Act grant income).

On an adjusted basis, EBITDA totaled $612.4 million in the first nine months of 2022 compared with $705.6 million in the first nine months of 2021. For the nine months ended September 30, 2022, adjusted net income totaled $264.9 million, or $9.04 per diluted share, compared with $339.4 million, or $11.44 per diluted share, in the first nine months of 2021.

 Fleet

We took delivery of the first two of our four new 747-8Fs in May and October 2022. Based on the updated timeline provided by Boeing, the remaining two aircraft are anticipated to be delivered during the fourth quarter of 2022 and the first quarter of 2023. As announced in February 2022, all four of these aircraft are placed with customers under long-term agreements.

As announced in September 2022, all four of our new and incoming 777-200LRFs have been placed with MSC under a long-term ACMI contract. Reflecting Boeing’s current expectations, we anticipate the first aircraft to be delivered late in the fourth quarter of this year and three more throughout 2023.

As previously disclosed, we are purchasing five of our existing 747-400Fs at the end of their leases during the course of this year, three of which were acquired between March and August 2022. We expect to complete the remaining two aircraft acquisitions in the fourth quarter of 2022.

 Cash

At September 30, 2022, our cash, including cash equivalents and restricted cash, totaled $476.0 million compared with $921.0 million at December 31, 2021.

The change in position resulted from cash used for investing and financing activities, including $290.1 million for pre-delivery payments for our new aircraft (of which $120.1 million related to a final payment for a 747-8F, and in early October, we completed the acquisition of that aircraft and received financing proceeds of $140.0 million), $216.6 million related to the settlement of our 2015 Convertible Notes and $100.0 million for our accelerated share repurchase program, partially offset by cash provided by operating activities.

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 Adjusted EBITDA; Adjusted net income; Adjusted Diluted EPS; Adjusted effective tax rate; and Free Cash Flow, which exclude certain noncash income and expenses, and items impacting year-over-year comparisons of our results. 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 Net income; Diluted EPS; Effective tax rate; and Net Cash Provided by Operating Activities, which are the most directly comparable measures of performance prepared in accordance with U.S. GAAP, respectively.

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, when considered together with the corresponding U.S. GAAP financial measures and the reconciliations to those measures, provide meaningful supplemental information to assist investors and analysts in understanding our financial results and assessing our prospects for future performance. For example:

  • Adjusted EBITDA; Adjusted net income; and Adjusted Diluted EPS provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance. In addition, management’s incentive compensation is determined, in part, by using Adjusted EBITDA and Adjusted net income.
  • Adjusted effective tax rate provides insight into the tax effects of our ongoing business operations.
  • Free Cash Flow helps investors assess our ability, over the long term, to create value for our shareholders as it represents cash available to execute our capital allocation strategy.

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About Atlas Air Worldwide:

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc. and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed through the company’s home page, www.atlasairworldwide.com.

Forward-Looking Statements

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. Those statements are based on management’s beliefs, plans, expectations and assumptions, and on information currently available to management. Generally, the words “will,” “may,” “should,” “could,” “would,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “believe,” “seek,” “project,” “estimate,” and similar expressions used in this release that do not relate to historical facts are intended to identify forward-looking statements.

Such forward-looking statements speak only as of the date of this release. They 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: our ability to effectively operate the network service contemplated by our agreements with Amazon; the possibility that Amazon may terminate its agreements with the companies; 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, pilots 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; changes in U.S. and non-U.S. government trade and tax policies; economic conditions; the impact of geographical events or health epidemics such as the COVID-19 pandemic; the impact of COVID-19 vaccine mandates; our compliance with the requirements and restrictions under the Payroll Support Program; the effects of any hostilities or act of war or any terrorist attack; significant data breach or disruption of our information technology systems; labor costs and relations, work stoppages and service slowdowns; financing costs; the cost and availability of war risk insurance; aviation fuel costs; security-related costs; competitive pressures on pricing (especially from lower-cost competitors); volatility in the international currency markets; geopolitical events; weather conditions; natural disasters; government legislation and regulation; border restrictions; consumer perceptions of the companies’ products and services; anticipated and future litigation; the risk that the proposed transaction may not be completed in a timely manner or at all; the failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by Atlas Air Worldwide’s stockholders; the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the possibility that competing offers or acquisition proposals for Atlas Air Worldwide will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require Atlas Air Worldwide to pay a termination fee; incurring substantial costs related to the proposed transaction, such as legal, accounting, financial advisory and integration costs; the effect of the announcement, pendency of the proposed transaction, or any failure to successfully complete the proposed transaction on Atlas Air Worldwide’s ability to attract, motivate or retain key executives, pilots and associates, its ability to maintain relationships with its customers, including Amazon.com, Inc., vendors, service providers and others with whom it does business, or its operating results and business generally; risks related to the proposed transaction diverting management’s attention from Atlas Air Worldwide’s ongoing business operations; the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; and (i) any other risks discussed in Atlas Air Worldwide’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) and Atlas Air Worldwide’s subsequent quarterly reports on Form 10-Q filed by Atlas Air Worldwide with the Securities and Exchange Commission (the “SEC”), and, in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report and the quarterly reports and (ii) other risk factors identified from time to time in other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Except as stated in this release, Atlas Air Worldwide is not providing guidance or estimates regarding its anticipated business and financial performance for 2022 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 and expressly disclaims any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

Participants in the Solicitation

Atlas Air Worldwide and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Atlas Air Worldwide in favor of the proposed transaction. Information about Atlas Air Worldwide’s directors and executive officers is set forth in Atlas Air Worldwide’s Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Shareholders, which was filed with the SEC on April 15, 2022. To the extent holdings of Atlas Air Worldwide’s securities by its directors or executive officers have changed since the amounts set forth in such 2022 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of Atlas Air Worldwide’s participants in the solicitation, which may, in some cases, be different than those of Atlas Air Worldwide’s stockholders generally, is included in Atlas Air Worldwide’s definitive proxy statement relating to the proposed transaction, which was filed with the SEC on October 19, 2022.

Additional Information and Where to Find It

This release may be deemed to be solicitation material in respect of the proposed acquisition of Atlas Air Worldwide by Rand Parent, LLC. In connection with the proposed transaction, on October 19, 2022, AAWW filed a definitive proxy statement with the SEC. INVESTORS AND STOCKHOLDERS OF ATLAS AIR WORLDWIDE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ATLAS AIR WORLDWIDE’S PROXY STATEMENT (IF AND WHEN AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are or will be able to obtain the documents (if and when available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Atlas Air Worldwide by directing a request to Atlas Air Worldwide Investor Relations, 2000 Westchester Avenue, Purchase, NY or at tel: +1 914 701 8200 or email: InvestorRelations@atlasair.com.

No Offer or Solicitation

This release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

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Purchase, N.Y., October 17, 2022 – Titan Aircraft Investments, the joint venture between Titan Aviation Holdings, Inc. and Bain Capital Credit, today announced the placement of a Boeing 737-800SF converted freighter on long-term dry lease with ASL Aviation Holdings. Titan Aviation Holdings, a subsidiary of Atlas Air Worldwide Holdings, Inc. (NASDAQ: AAWW), will manage the aircraft.

“We are honored that ASL has placed its trust in Titan and we look forward to growing our new partnership in the future,” said Michael Steen, President and Chief Executive Officer of Titan Aviation Holdings and Chief Commercial Officer of Atlas Air Worldwide.

Fergus Wilson, ASL Aviation Holding’s Group Fleet and Leasing Director, said: “We are looking forward to this B737-800SF entering service with ASL in the coming weeks and to a successful business relationship with Titan. The aircraft’s arrival will mark another step forward in ASL’s fleet renewal program which has already seen our 737-800NG fleet outgrow our 737 classic fleet.”

About Titan Aviation Holdings and Titan Aircraft Investments Ltd.:

 Titan Aviation Holdings, a subsidiary of Atlas Air Worldwide, is a freighter-centric leasing company that provides dry leasing solutions to airlines worldwide. Titan’s fleet of cargo aircraft support customers, including international flag carriers, express operators, e-commerce providers, and regional and domestic carriers. Titan’s deep airfreight domain expertise and innovative asset management solutions help customers quickly ramp up their aviation operations while minimizing capital investment. Since its inception in 2009, Titan has grown to become the third largest freighter lessor globally by fleet value, owning and/or managing 38 aircraft on lease to customers worldwide with a net book value of over $1.5 billion.

Titan Aircraft Investments Ltd. is a long-term joint venture Titan Aviation Holdings entered into with Bain Capital Credit, LP to develop a diversified freighter aircraft Dry Leasing portfolio that aims to capitalize on demand for cargo aircraft, underpinned by robust e-commerce and express market growth. Under the joint venture, Bain Capital and Titan have committed to provide $360.0 million and $40.0 million of equity capital, respectively, which may be supplemented with additional commitments over time, to acquire aircraft over the next several years with an anticipated portfolio value of approximately $1.0 billion. Titan Aviation Holdings provides management services to the joint venture, including aircraft acquisitions, lease-management, passenger-to-freighter aircraft conversion oversight, technical expertise and disposal of aircraft.

About Atlas Air Worldwide:

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc., and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed through the company’s home page, www.atlasairworldwide.com.

ASL Aviation Holdings:

ASL Aviation Holdings, a global aviation services company with airlines based in Europe, South Africa and Asia, is a world leader in ACMI airline operations serving major cargo and passenger airlines.

Headquartered in Dublin, Ireland, ASL’s six airlines include ASL Airlines Ireland, ASL Airlines Belgium, ASL Airlines France and ASL Airlines United Kingdom in Europe and associate and joint venture airlines FlySafair in South Africa and K-Mile Asia in Thailand. The group also includes MRO X-airservices, airlines services companies and several leasing entities.

ASL Aviation Holdings operates cargo services for the world’s leading express parcel integrators and online retailers. Group airlines also operate scheduled and charter passenger services under its own airline brands on domestic, international, and intercontinental routes in Europe, Asia, the Middle East, North America and Africa.

ASL has a global team of 3,000 people of 51 nationalities. The Group has a fleet of 130 aircraft that includes 7 aircraft types ranging from the turbo prop ATR 72 to the Boeing 747. ASL’s agreement with Boeing for 30 firm slots and 10 options for Boeing 737-800BCF ‘Boeing Converted Freighters’, will see the entry into service of the twentieth aircraft from that programme later this year.

 

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In celebration of Hispanic Heritage Month, observed every year from September 15 – October 15, Atlas will highlight Hispanic colleagues who play an important role here at Atlas and share how their culture has shaped them. Today we introduce you to Erik Alba.

What is your current title and how long have you been at Atlas?

I am the Senior Manager of Ground Operations, Standards and Procedures. I started with Atlas on August 8, 1999.

 

What are your primary responsibilities in your role at Atlas and what is your favorite part about the job?

My primary responsibility is to oversee all of the Company’s ground operations manuals from a regulatory standpoint. I’m one of the primary points of contact to the Federal Aviation Administration (FAA) when it comes to manuals, approvals or new procedures for the Company. Additionally, I’m the primary point of contact for external and internal customer audits like the International Air Transport Association (IATA) Operational Safety Audit (IOSA). A big part of my role also involves inspecting cargo loading systems of new aircraft at the factory before they roll out.

My favorite part of the job is the dynamic environment. I enjoy that there’s always a new challenge every day.

How did you find Atlas?

A colleague of mine, Bernie Comino, Ground Operations Procedures Specialist, Standards and Training, recommended Atlas to me. We used to work together at a different airline before he moved to Atlas and encouraged me to apply.

What do you like best about working here?

The best thing about working at Atlas is my colleagues. I’m lucky to work with a great team of people. There is so much knowledge that I can tap into amongst everyone on my team.

How did you find your way into aviation? What prompted you to consider aviation as a career? 

In 1990, I started working for a Colombian airline out of Miami. They sent me to school and I became flight dispatcher for them. I was fresh out of high school and looking for something to do, and they were hiring. Since it was a Colombian airline, the fact that I was bilingual was perfect because I could communicate with Spanish-speaking parties if there were any issues. It was a great introduction into the world of aviation and I’ve been working in the industry ever since.

What is the best part about working in aviation?

The best part about working in aviation for me is the opportunity to travel. My experiences have been fantastic. I’ve been to more countries than most people could ever dream of visiting. It’s been so eye-opening for me to go and see all of these different places.

Please tell us about your Hispanic heritage and how your culture inspires you.

My whole family is of Cuban descent. We left Cuba in 1982, spent a year in Ecuador, and then came to the U.S. in 1983. I’m grateful to my parents for taking that leap of faith and bringing me over. My parents left everything behind to give me and my sister a better life. So, their sacrifice is something that inspires me and something that I will always thank them for.

Tell us a little bit about your upbringing and the values instilled in you.

Growing up in Cuba, my mom was a professor and my dad was an accountant so we lived in a very well-established home. My parents are still together, and seeing their relationship has been a great example for me as I’ve been married to my wife for 32 years now. Both of my parents did an incredible job of instilling positive beliefs and values in both me and my sister growing up. In moving to the U.S., they taught me the value of sacrifice and that it’s important to respect everyone. Also, their commitment to providing for us showed me the importance of never giving up and that when you see a challenge, you face it. Those are values that I carry with me to this day, and will continue to pass on to my children and grandchildren.

What does Hispanic Heritage Month mean to you / How are you Celebrating Hispanic Heritage Month this Year?

Hispanic Heritage Month is a way to honor those of Hispanic descent and the sacrifices they made. It’s a way to say thank you to our heritage and how it’s shaped us into who we are today.

I see the celebration of Hispanic Heritage Month as a melting pot of cultures. When I celebrate, it involves my family getting together to watch football while eating Spanish food and listening to Spanish music.

What would your colleagues be most surprised to learn about you?

I started cycling back in the early 2000s when a friend of mine with multiple sclerosis (MS) asked me if I would join a cycling fundraising event to raise money for MS. Since then, I’ve participated in many races and charity rides throughout the years. I also enjoy riding recreationally. Cycling is my biggest passion and something I dedicate a lot of time and energy to.