Atlas Air Worldwide Holdings Completes Acquisition of Polar Air Cargo.

Business Editors

PURCHASE, N.Y.--(BUSINESS WIRE)--Nov. 2, 2001

Atlas Air Worldwide Holdings (NYSE: CGO) announced today that it has acquired Polar Air Cargo from GE Capital Aviation Services (GECAS), a GE Capital company.

Under the terms of the agreement announced in July, the stated purchase price of $84 million was effectively reduced by $30 million through certain financing commitments as well as the restructuring of associated aircraft leases. In addition, approximately half of the purchase price has now been financed through a two-year term loan. The transaction was completed following receipt of exemption authority for such purchase from the U.S. Department of Transportation.

Atlas Air Worldwide Holdings (AAWH) said that it expects to continue the full utilization of Polar's current operating fleet of seventeen B747 freighters through the remainder of this year's peak season period. Thereafter, AAWH intends to resize Polar's fleet, focusing on its fleet of four B747-400 aircraft and a yet to be determined number of B747-200 aircraft, operating in scheduled service. Up to eight B747-100 aircraft currently in Polar's fleet will be permanently parked.

Polar was recently awarded valuable fifth freedom rights between Hong Kong and Seoul, South Korea, for which a schedule will be announced shortly. In addition, Polar Air Cargo holds route authority and sixteen weekly slots at Tokyo's Narita airport. Tokyo is the world's fourth largest freight market, and operating rights there are highly sought after and severely restricted in number.

"Polar's valuable Japanese route authorities and its fleet of B747-400 freighter aircraft will complement Atlas Air's capabilities and offer new opportunities to customers of both companies," said Richard Shuyler, Chief Executive Officer for both Atlas Air Worldwide Holdings, Inc. and Atlas Air, Inc. "Our current plan is to keep the Atlas Air and Polar brands separate, but we also expect to achieve significant synergies between the two companies. In addition, certain changes to the terms of the transaction were made to better reflect the current economic environment and help ensure ample liquidity."

Shuyler added, "We believe the additional liquidity afforded by the revised terms, as well as the addition of the fifth freedom rights between Hong Kong and Seoul, will make this an even more attractive acquisition for AAWH going forward. We welcome the fine employees of Polar to the Atlas family and look forward to a long and profitable relationship."

Polar Air Cargo specializes in time-definite, cost-effective airport-to-airport scheduled airfreight service. Its fleet of Boeing 747 freighter aircraft provides scheduled service to all of the world's major economic regions.

Atlas Air Worldwide Holdings, Inc. is the parent company of Atlas Air, Inc., a United States certificated air carrier that operates a fleet of 37 B747 freighters, specializing in ACMI contracts. These contracts include the provision of Aircraft, Crew, Maintenance and Insurance for some of the world's leading international carriers. Polar and Atlas Air will be operated as separate subsidiaries of the parent company. Polar will maintain its operations from its Long Beach, CA headquarters for the immediate future.

To the extent that any of the statements contained herein relating to the Company's expectations, assumptions and other Company matters are forward-looking, they are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations that involve a number of uncertainties and risks that could cause actual results to differ materially from those projected in the forward-looking statements, including, but not limited to, risks associated with: worldwide business and economic conditions; product demand and the rate of growth in the air cargo industry; the impact of competitors and competitive aircraft and aircraft financing availability; the ability to attract and retain new and existing customers; normalized aircraft operating costs and reliability; management of growth; the continued productivity of its workforce; dependence on key personnel; and regulatory matters. For additional information regarding these and other risk factors, reference is made to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and the Quarterly Report on Form 10-Q for the period ended June 31, 2001.