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Atlas Air Worldwide Holdings, Inc. Reports Second-Quarter 2006 Results; Net Income Totals $10.7 Million, $0.51 per Share.


PURCHASE, N.Y. -- Atlas Air Atlas Air is an American cargo airline based in Purchase, New York, United States. It operates scheduled freight flights on an ACMI contract basis for some of the world's leading airlines, flying to 101 cities in 46 countries.  Worldwide Holdings, Inc. (AAWW AAWW Asian American Writers' Workshop
AAWW Alpaca Association of Western Washington
AAWW Anti-Air Warfare Warship
) (Nasdaq: AAWW), a leading provider of global air cargo air cargo: see aviation.  services, today reported net income of $10.7 million, or $0.51 per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share, on revenues of $366.4 million for the quarter ended June June: see month.  30, 2006. Results for the quarter included operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 of $30.6 million and pretax income pretax income

Reported income before the deduction of income taxes. Pretax income is sometimes considered a better measure of a firm's performance than aftertax income because taxes in one period may be influenced by activities in earlier periods.
 of $17.5 million.

For the three months ended June 30, 2005, AAWW reported net income of $15.9 million, or $0.77 per diluted share, on revenues of $395.2 million. Operating income in the second quarter of 2005 totaled $43.8 million with pretax income of $26.9 million.

William William, crown prince of Germany
William or Frederick William, 1882–1951, crown prince of Germany, son of William II. In World War I he commanded (1914) an army on the Western Front and was nominal commander in the German attack
 J. Flynn Flynn   , Errol 1909-1959.

Tasmanian-born American actor known for his swashbuckling roles in motion pictures such as Captain Blood (1935).
, AAWW President and Chief Executive Officer, said, "Results for the second quarter reflected solid operating performance. We benefited from improved unit pricing unit pricing
n.
The pricing of goods on the basis of cost per unit of measure.
 metrics metrics Managed care A popular term for standards by which the quality of a product, service, or outcome of a particular form of Pt management is evaluated. See TQM.  in our major business segments and from a substantial reduction in our maintenance expenditures, where we expect to see continued improvement over the balance of the year. The current quarter experienced a more normal level of AMC (Advanced Mezzanine Card) See AdvancedTCA.  activity, reduced flying by 747 Classic aircraft, and substantially higher fuel prices in Scheduled Service.

"We continue to execute our strategic plan to position the Company for future growth. In the near term, we will benefit from the seasonal pick-up pick-up
Noun

1. a small truck with an open body used for light deliveries

2. Informal a casual acquaintance made for a sexual purpose

3. Informal
a.
 in all of our commercial lines of business that traditionally leads to a pre-holiday peak season beginning in September and lasting through mid-December. We also expect our second-half performance to include approximately $13 million in benefits from the $100 million operational excellence initiative that we announced at the end of 2005, with the current-year benefit principally realized in the fourth quarter. In addition, we have received notice that our base rate per block hour for AMC military business, excluding fuel costs, will increase in excess of 5% on October 1, 2006.

"We are also moving forward with our re-fleeting strategy. We have phased out seven 747 Classics and are disposing of these assets in the secondary, more commoditized markets. In addition, we have eliminated in excess of $25 million of annualized annualized

Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared.
 operating and overhead costs overhead costs

see fixed costs.
 associated with these aircraft.

"We recently enhanced our strategic and operating flexibility by repaying and terminating two outstanding debt facilities and terminating an exit credit facility. We anticipate that we will be taking further steps to enhance our capital structure.

"Our next step will be a significant investment in next-generation freighter technology, which we hope to announce shortly. We believe that we will provide a more compelling value proposition to our customers with leading-edge freighter aircraft that possess better reliability, range, capacity, and fuel efficiency and improve our commercial-risk profile.

"We are exploring several opportunities to maximize the inherent value of our traditional Scheduled Service business, increase its earnings, and further mitigate mit·i·gate
v.
To moderate in force or intensity.



miti·gation n.
 the risks associated with this business segment.

"Our team is focused on executing our strategy and delivering on our plan. We believe that we are setting the stage for an exciting, dynamic future for AAWW."

Conference Call

Management will host a conference call to discuss the AAWW's second-quarter 2006 financial and operating results at 11:00 A.M. Eastern Daylight Time on Monday, August 14, 2006.

Interested parties are invited to listen to the call live over the Internet Internet

Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the
 at www.atlasair.com or www.earnings.com.

For those unable to listen to the live call, a replay will be available on the above Web sites for 90 days following the call. A replay will also be available through August 21, 2006 by dialing (800) 405-2236 (domestic) and (303) 590-3000 (international) and using Pass Code 11068010#.

2Q06 Performance Factors Versus 2Q05

Total operating revenues operating revenue

Revenue from any regular source. Revenue from sales is adjusted for discounts and returns when calculating operating revenue. Compare other revenue.
 in the second quarter of 2006 were $28.8 million, or 7.3%, lower than in the previous year's second quarter. Aggregate revenues in the latest reporting period reflected a 16.5% decrease in ACMI ACMI Aircraft, Crew, Maintenance and Insurance (wet lease)
ACMI Art & Creative Materials Institute
ACMI Air Combat Maneuvering Instrumentation
ACMI American College of Medical Informatics
ACMI Australian Center for the Moving Image
 revenue and a 31.1% decrease in AMC Charter revenue, offset in part by a 78.6% increase in Commercial Charter revenue and an 8.2% increase in Scheduled Service revenue.

Higher year-over-year unit revenues in AAWW's three major service segments mitigated mit·i·gate  
v. mit·i·gat·ed, mit·i·gat·ing, mit·i·gates

v.tr.
To moderate (a quality or condition) in force or intensity; alleviate. See Synonyms at relieve.

v.intr.
To become milder.
 the impact of a 17.6% reduction in total block hours In aviation, block hours is the time between an aircraft leaving from the departure gate and ariving at the destination gate. . Revenue per block hour increased 9.2% in the ACMI business and 13.4% in the AMC Charter business, while revenue per available ton mile 1. (Railroads) A unit of measurement of the freight transportation performed by a railroad during a given period, usually a year, the total of which consists of the sum of the products obtained by multiplying the aggregate weight of each shipment in tons during the given  (RATM RATM Rage Against The Machine (band) ) increased 4.9% in the Scheduled Service business.

Improved average block-hour rates in the ACMI segment during the quarter ($5,920 versus $5,423) contrasted with a 23.5% decline in block hours (17,292 versus 22,611), which reflected a reduction in 747-200 flying.

Twelve aircraft (10 Boeing 747-400s The Boeing 747-400 is the latest version of the Boeing 747 in service. The -400 series is the best selling and the most advanced model of the 747 family. The 747-400 is being replaced by the Boeing 747-8, expected to enter service in 2009.  and two Boeing 747-200s) were directly supporting the Company's ACMI operations at June 30, 2006, compared with 19 aircraft (10 Boeing 747-400s and nine Boeing 747-200s) at June 30, 2005.

ACMI performance in the second quarter of 2006 benefited from relative strength in demand for Boeing 747-400 freighter aircraft, which counterbalanced coun·ter·bal·ance  
n.
1. A force or influence equally counteracting another.

2. A weight that acts to balance another; a counterpoise or counterweight.

tr.v.
 weaker conditions in the ACMI market for Boeing 747-200 freighter aircraft.

Unit revenues (RATM) in the Scheduled Service segment increased by 4.9% ($0.255 versus $0.243) during the quarter and yield grew by 10.7% ($0.405 versus $0.366), while traffic (as measured by revenue ton miles, or RTMs) decreased 2.2% and capacity (as measured by available ton miles, or ATMs) increased 3.1%. As a result, load factor declined compared with the year-ago period (63.1% versus 66.5%).

The positive impact of improved unit revenues on Scheduled Service's total revenues, however, was more than offset by the impact of higher fuel prices and an increase in fixed costs fixed costs,
n.pl the costs that do not change to meet fluctuations in enrollment or in use of services (e.g., salaries, rent, business license fees, and depreciation).
 allocated to the segment due to excess, underutilized 747-200 capacity during the quarter.

In the AMC segment, better block-hour rates ($15,761 versus $13,901) were not strong enough to offset a 39.2% decline in block hours (4,565 versus 7,507). The improvement in block-hour rates primarily reflected an increase in the pegged peg  
n.
1.
a. A small cylindrical or tapered pin, as of wood, used to fasten things or plug a hole.

b. A similar pin forming a projection that may be used as a support or boundary marker.

2.
 rate for AMC fuel, which was set at $2.20 per gallon gallon: see English units of measurement.  in the second quarter of 2006 compared with $1.40 per gallon in the second quarter of 2005.

The decrease in AMC Charter activity during the quarter was primarily due to an overall reduction in the U.S. military's heavy-lift requirements. Segment performance was also burdened by an excess of underutilized 747-200 capacity during the quarter.

Commercial Charter activity in the second quarter of 2006 reflected an increase in block-hour volumes (1,822 versus 998) offset by a slight decrease in block-hour rates ($15,257 versus $15,593). Higher block-hour activity in the Commercial Charter segment reflected AAWW's active efforts to allocate To reserve a resource such as memory or disk. See memory allocation.  available capacity to the segment in line with business opportunities and market conditions. Commercial Charter's performance during the quarter, however, was negatively affected by higher fuel costs and the burden of excess, underutilized 747-200 capacity.

Operating Expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.


Excluding a gain on the sale of assets, operating expenses in the second quarter of 2006 were $12.8 million, or 3.6%, lower than in the comparable 2005 period. Significantly lower maintenance and depreciation expense, lower landing fees, and reduced travel expenditures were offset in part by higher aircraft fuel and labor expenses.

Maintenance expense was $15.4 million, or 26.2%, lower in the second quarter of 2006 compared with the same quarter in 2005. Both a decrease in the number of airframe C checks (one 747-200 C Check versus four in the second quarter of 2005) and a reduction in the number of engine overhauls (13 versus 16) contributed to the lower level of maintenance expenditures.

Maintenance expense during the quarter also benefited from the lower level of block-hour activity compared with the second quarter of 2005 and from a reduction in maintenance activity associated with Classic aircraft that the Company has decided to discontinue dis·con·tin·ue  
v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues

v.tr.
1. To stop doing or providing (something); end or abandon:
 flying.

Depreciation and amortization decreased $6.5 million, or 50.1%, primarily due to a $3.8 million reduction in the scrapping of rotable parts combined with a $2.5 million decrease in the amortization of customer contracts.

Landing fees declined $3.1 million, or 15.0%, during the quarter, mainly due to the reduction in AMC block hours. Travel expense also declined $2.0 million, or 13.5%, primarily due to a reduction in crew travel related to the decline in total block-hour activity.

Other operating expenses decreased $0.1 million, or 0.5%, versus the second quarter of 2005, primarily due to a $1.5 million decrease in professional fees related to the redesign re·de·sign  
tr.v. re·de·signed, re·de·sign·ing, re·de·signs
To make a revision in the appearance or function of.



re
 of internal controls that occurred in 2005, a $1.6 million decrease in freight and other expenses, and a $1.1 million benefit from a reduction in accrued interest Accrued Interest

The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date.

There are two methods for calculating accrued interest:
1) 360-day year method, used for corporate and municipal bonds.
 and penalties related to an employment tax settlement with the Internal Revenue Service, offset by a $4.2 million increase in legal and consulting fees.

Aircraft fuel expense increased $13.4 million, or 13.1%, versus the second quarter of 2005, as higher fuel prices were only partly offset by a 13.0% decline in total fuel consumption, which reflected a 10.5% reduction in non-ACMI block hours.

Fuel consumption in the Scheduled Service and Commercial Charter businesses increased 7.8%, reflecting a 9.0% increase in total Scheduled Service and Commercial Charter block hours, while the average price for fuel consumed con·sume  
v. con·sumed, con·sum·ing, con·sumes

v.tr.
1. To take in as food; eat or drink up. See Synonyms at eat.

2.
a.
 in these segments increased 16.4% ($2.06 per gallon versus $1.77). In addition, fuel consumption in the AMC business decreased 42.8%, as AMC block hours declined 39.2%, but the pegged price for AMC fuel increased 57.1% ($2.20 per gallon versus $1.40).

Labor expenses were $1.4 million, or 2.4%, higher than in the year-ago second quarter. The increase was primarily due to a $1.6 million rise in non-crew salaries. Included in the increase is $0.8 million for the expensing of management and crew stock options pursuant to SFAS SFAS Statement of Financial Accounting Standards
SFAS Special Forces Assessment and Selection
SFAS Student Financial Aid Services
SFAS Sport Fishing Association of Singapore
SFAS Safety Features Actuation System
SFAS Statewide Fixed Assets System
 No. 123R and a $1.8 million payroll tax Payroll Tax

Tax an employer withholds and/or pays on behalf of their employees based on the wage or salary of the employee. In most countries, including the U.S., both state and federal authorities collect some form of payroll tax.
 accrual accrual,
n continually recurring short-term liabilities. Examples are accrued wages, taxes, and interest.
 related to foreign-based employees. Offsetting these items, however, was a $4.3 million decrease in employment taxes related to the settlement of a tax dispute with the Internal Revenue Service during the second quarter of 2006.

Cash and Cash Equivalents

At June 30, 2006, AAWW's cash and cash equivalents totaled $311.6 million compared with $305.9 million at year-end 2005.

Outstanding Debt

Also at June 30, 2006, AAWW's balance sheet debt and capital lease obligations totaled $554.8 million, including current maturities of $151.5 million.

As of June 30, 2006, AAWW had $99.9 million of unamortized discount related to fair market value adjustments recorded against its debt as a result of the application of fresh-start accounting.

AAWW's on-balance sheet debt and capital lease obligations before discount at June 30, 2006 totaled $654.7 million, which compared with $689.9 million on December 31, 2005.

Subsequent Events Affecting Cash and Outstanding Debt

On July 31, 2006, AAWW repaid from its existing cash balances approximately $141.0 million of principal (before discount related to fair market value adjustments) outstanding under two credit facilities credit facilities nplfacilidades fpl de crédito

credit facilities nplfacilités fpl de paiement

credit facilities 
 administered by Deutsche Bank Deutsche Bank AG (IPA: /'dɔɪ.tʃə/[1]) (ISIN: DE0005140008, NYSE: DB) (English: German Bank  Trust Company Americas, the Aircraft Credit Facility and the AFL AFL: see American Federation of Labor and Congress of Industrial Organizations.  III Credit Facility.

In connection with the repayment, AAWW expects to incur To become subject to and liable for; to have liabilities imposed by act or operation of law.

Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court.
 a one-time, non-cash pretax pre·tax  
adj.
Existing before tax deductions: pretax income.

pretax adj [profit] → vor (Abzug der) Steuern 
 expense of approximately $12.5 million in the third quarter of 2006, related to the write-off Write-Off

A reduction in the value of an asset or earnings by the amount of an expense or loss. Companies are able to write off certain expenses that are required to run the business, or have been incurred in the operation of the business and detract from retained revenues.
 of the remaining unamortized discount associated with the two facilities.

AAWW also terminated an existing revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility (the Exit Facility) with Wachovia Bank National Association on August 3, 2006. No borrowings were outstanding under the Exit Facility.

The removal of all the restrictive covenants Restrictive covenants

Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends.
 associated with the three facilities, as well as the removal of associated financing liens, enhances AAWW strategic and operating flexibility.

Non-GAAP Financial Measures

With respect to non-GAAP measures frequently used by AAWW's management to analyze its results, EBITDAR Earnings Before Interest, Taxes, Depreciation, Amortization, and Restructuring Costs - EBITDAR

An indicator of a company's financial performance calculated as:

= Revenue - Expenses (excluding tax, interest, depreciation, amortization, and restructuring costs)
, as adjusted (defined as "earnings before interest, taxes, depreciation, amortization, aircraft rent expense, gains on asset sales, and pre-petition and post-emergence costs and related professional fees, as applicable"), totaled $72.7 million in the second quarter of 2006 compared with $95.2 million in the second quarter of 2005.

In addition, EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become , as adjusted (defined as "earnings before interest, taxes, depreciation, amortization, gains on asset sales, and pre-petition and post-emergence costs and related professional fees, as applicable"), totaled $34.5 million in the latest reporting period compared with $57.7 million in the second quarter of 2005.

About Non-GAAP Financial Measures

To supplement AAWW's financial statements presented in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
, AAWW presents certain non-GAAP financial measures to assist in the evaluation of the performance of its business. These non-GAAP measures include EBITDAR, as adjusted, and EBITDA, as adjusted, each excluding pre-petition and post-emergence costs and related professional fees.

AAWW's management uses these non-GAAP financial measures in assessing the performance of the Company's ongoing operations and liquidity and in planning and forecasting future periods.

About Atlas Air Worldwide Holdings, Inc.:

AAWW is the parent company of Atlas Air, Inc. (Atlas Atlas, in Greek mythology
Atlas (ăt`ləs), in Greek mythology, a Titan; son of Iapetus and Clymene and the brother of Prometheus.
) and Polar Air Cargo Polar Air Cargo is an American cargo airline based in Purchase, New York, USA. It operates scheduled all-cargo services to Asia, Europe, Australia, New Zealand and the Americas. Its main base is John F. , Inc. (Polar), which together operate the world's largest fleet of Boeing 747 freighter aircraft.

AAWW, through its principal subsidiaries Atlas and Polar, offers scheduled air cargo service, cargo charters, military charters, and ACMI aircraft leasing in which customers receive a dedicated aircraft, crew, maintenance and insurance on a long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 lease basis.

AAWW'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 forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 that reflect AAWW'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 relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the operations and business environments of AAWW 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 continued ability to remedy weaknesses in our 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; pending and future litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
; and other risks and uncertainties set forth from time to time in AAWW's reports to the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  Securities and Exchange Commission.

For additional information, we refer you to the risk factors set forth under the heading "Risk Factors" in the Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 filed by AAWW with the Securities and Exchange Commission on April 14, 2006. Other factors and assumptions not identified above are also involved in the preparation of forward-looking statements, and the failure of such other factors and assumptions to be realized may also cause actual results to differ materially from those discussed.

Except as stated in this release, AAWW is not providing guidance or estimates regarding its anticipated business and financial performance for 2006.

AAWW 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   For the Six Months
                                   Ended                  Ended
                           --------------------   --------------------
                           June 30,   June 30,    June 30,   June 30,
                              2006       2005        2006       2005
                           ---------  ---------   ---------  ---------

Operating Revenues
Scheduled Service          $152,579   $140,971    $281,259   $262,115
ACMI                        102,368    122,624     200,552    232,161
AMC Charter                  71,951    104,357     145,077    193,273
Commercial Charter           27,799     15,562      48,283     31,100
Other revenue                11,723     11,671      23,399     23,482
                           ---------  ---------   ---------  ---------
                           $366,420   $395,185    $698,570   $742,131
                           ---------  ---------   ---------  ---------

Operating Expenses
Aircraft fuel               115,311    101,911     216,487    181,518
Salaries, wages and
 benefits                    59,099     57,709     119,170    114,061
Maintenance, materials and
 repairs                     43,495     58,936      83,879    122,955
Aircraft rent                38,166     37,570      75,955     74,429
Ground handling and airport
 fees                        19,025     19,350      34,910     37,508
Landing fees and other rent  17,561     20,665      33,877     39,052
Depreciation and
 amortization                 6,520     13,066      20,045     26,070
Gain on sale of aircraft     (2,779)         -      (2,779)         -
Travel                       12,589     14,553      25,838     29,352
Pre-petition and post-
 emergence costs
  and related professional
   fees                         179        843         277      2,484
Other                        26,684     26,825      53,236     50,463
                           ---------  ---------   ---------  ---------
Total operating expenses    335,850    351,428     660,895    677,892
                           ---------  ---------   ---------  ---------

Operating income             30,570     43,757      37,675     64,239
                           ---------  ---------   ---------  ---------

Non-operating Expenses
Interest income              (3,627)    (1,301)     (7,242)    (2,119)
Interest expense             17,188     17,976      34,488     35,798
Other (income) expense, net    (481)       212        (911)     2,170
                           ---------  ---------   ---------  ---------
Total non-operating
 expenses                    13,080     16,887      26,335     35,849
                           ---------  ---------   ---------  ---------

Income before income taxes   17,490     26,870      11,340     28,390
Income tax expense            6,795     11,016       4,343     11,861
                           ---------  ---------   ---------  ---------
Net income                  $10,695    $15,854      $6,997    $16,529
                           =========  =========   =========  =========

Income per share:
Basic                         $0.52      $0.78       $0.34      $0.82
                           =========  =========   =========  =========
Diluted                       $0.51      $0.77       $0.33      $0.80
                           =========  =========   =========  =========

Weighted average shares:
Basic                        20,591     20,209      20,554     20,210
                           =========  =========   =========  =========
Diluted                      21,094     20,700      21,063     20,670
                           =========  =========   =========  =========


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


                              For the   For the   For the
                              Three     Three     Six        For the
                              Months    Months    Months     Six
                              Ended     Ended     Ended      Months
                              June      June      June       Ended
                              30,       30,       30,        June 30,
                              2006      2005      2006       2005
                              --------  --------  ---------  ---------

Income before income taxes    $17,490   $26,870    $11,340    $28,390

Pre-petition and post-
 emergence costs and related
 professional fees                179       843        277      2,484
Gain on asset sale             (2,779)        -     (2,779)         -
                              --------  --------  ---------  ---------

Pretax income before gain on
 asset sale and pre-petition
 and post-emergence costs and
 related professional fees     14,890    27,713      8,838     30,874

Interest expense, net          13,561    16,675     27,246     33,679
Other non-operating (income)
 expense                         (481)      212       (911)     2,170
                              --------  --------  ---------  ---------

Operating income before non-
 operating expenses, gain on
 asset sale, and pre-petition
 and post-emergence costs and
 related professional fees     27,970    44,600     35,173     66,723

Depreciation and amortization   6,520    13,066     20,045     26,070
                              --------  --------  ---------  ---------

EBITDA, as adjusted*           34,490    57,666     55,218     92,793

Aircraft rent                  38,166    37,570     75,955     74,429
                              --------  --------  ---------  ---------

EBITDAR, as adjusted*         $72,656   $95,236   $131,173   $167,222
                              ========  ========  =========  =========


      * EBITDA, as adjusted: Earnings before interest, taxes,
        depreciation, amortization, gains on asset sales, and
        pre-petition and post-emergence costs and related professional
        fees, as applicable.

      * EBITDAR, as adjusted: Earnings before interest, taxes,
        depreciation, amortization, aircraft rent expense, gains on
        asset sales, and pre-petition and post-emergence costs and
        related professional fees, as applicable.

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


                For the Three             For the Six Months
                 Months Ended                   Ended
                  June 30,                     June 30,
              ----------------- Percent  -------------------- Percent
                 2006     2005   Change      2006       2005   Change
              -------- -------- -------  --------- ---------- --------

Fleet:
 (average during the period)
Operating aircraft
 count (1)*      38.1     39.0    (2.3%)     38.5       39.1    (1.5%)

Block Hours
Scheduled
 Service       10,090    9,935      1.6%   18,651     19,017    (1.9%)
ACMI           17,292   22,611   (23.5%)   34,066     43,098   (21.0%)
AMC Charter     4,565    7,507   (39.2%)    9,076     13,738   (33.9%)
Commercial
 Charter        1,822      998     82.6%    3,264      2,231     46.3%
All Other         215      203      5.9%      377        467   (19.3%)
              -------- -------- ------------------ ---------- --------
Total Block
 Hours         33,984   41,254   (17.6%)   65,434     78,551   (16.7%)
              ======== ======== ================== ========== ========

Revenue Per
 Block Hour
ACMI           $5,920   $5,423      9.2%   $5,887     $5,387      9.3%
AMC Charter   $15,761  $13,901     13.4%  $15,985    $14,068     13.6%
Commercial
 Charter      $15,257  $15,593    (2.2%)  $14,793    $13,940      6.1%

Scheduled
 Service
 Traffic
RTM's (000's) 376,986  385,631    (2.2%)  694,017    722,296    (3.9%)
ATM's (000's) 597,889  580,186      3.1%1,098,496  1,109,884    (1.0%)
Load Factor      63.1%    66.5% -3.4 pts     63.2%      65.1% -1.9 pts
RATM (2)       $0.255   $0.243      4.9%   $0.256     $0.236      8.4%
RTM Yield (3)  $0.405   $0.366     10.7%   $0.405     $0.363     11.7%

Fuel
Scheduled Service and Commercial Charter:
Average fuel
 cost per
 gallon         $2.06    $1.77     16.4%    $2.06      $1.63     26.4%
Fuel gallons
 consumed
 (000's)       40,063   37,155      7.8%   73,473     70,935      3.6%

AMC Charter:
Average pegged
 fuel cost per
 gallon         $2.20    $1.40     57.1%    $2.20      $1.40     57.1%
Fuel gallons
 consumed
 (000's)       14,831   25,939   (42.8%)   29,750     46,856   (36.5%)

(1) Operating Fleet excludes the following aircraft count
 that were dry leased or out of service:

  Dry leased      3.0      3.0       --       3.0        3.1    (3.3%)
  Out of
   service**       --      0.7  (100.0%)       --        0.7  (100.0%)

  *   For the Six Months Ended June 30, 2006: Includes one
   aircraft held for sale that did no commercial flying
   during the period through its disposition in April 2006.

  ** For the Three and Six Months Ended June 30, 2005:
   Includes the impact of one aircraft that was damaged and
   removed from service on January 24, 2005 with respect to
   which AAWW received a $12.6 million cash-in-lieu-of-repair
   settlement from its insurance carriers in July 2005.

(2) RATM represents scheduled service revenue dollars per
 available ton mile.

(3) RTM Yield represents scheduled service revenue dollars
 per revenue ton mile.
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