10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission File Number: 001-16545

Atlas Air Worldwide Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-4146982
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
2000 Westchester Avenue, Purchase, New York	10577
(Address of principal executive offices)	(Zip Code)

(914) 701-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of April 30, 2013, there were 25,829,120 shares of the registrant’s Common Stock outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (unaudited)		2
	Consolidated Statements of Operations for the Three Months ended March 31, 2013 and 2012 (unaudited)		3
	Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 2013 and 2012 (unaudited)		4
	Consolidated Statements of Cash Flows for the Three Months ended March 31, 2013 and 2012 (unaudited)		5
	Consolidated Statements of Stockholders’ Equity as of and for the Three Months ended March 31, 2013 and 2012 (unaudited)		6
	Notes to Unaudited Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 6.	Exhibits		24
	Signatures		25
	Exhibit Index		26

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Atlas Air Worldwide Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)

	March 31, 2013			December 31, 2012
Assets
Current Assets
Cash and cash equivalents	$	330,311		$	409,763
Short-term investments		13,638			10,119
Accounts receivable, net of allowance of $4,009 and $3,172, respectively		145,137			127,704
Prepaid maintenance		21,896			22,293
Deferred taxes		27,996			26,390
Prepaid expenses and other current assets		35,597			36,726
Total current assets		574,575			632,995
Property and Equipment
Flight equipment		2,506,699			2,209,782
Ground equipment		42,852			39,230
Less: accumulated depreciation		(201,150	)		(185,419	)
Purchase deposits for flight equipment		71,814			147,946
Property and equipment, net		2,420,215			2,211,539
Other Assets
Long-term investments and accrued interest		131,181			140,498
Deposits and other assets		130,025			132,120
Intangible assets, net		34,375			35,533
Total Assets	$	3,290,371		$	3,152,685
Liabilities and Equity
Current Liabilities
Accounts payable	$	25,937		$	20,789
Accrued liabilities		167,010			152,467
Current portion of long-term debt		230,124			154,760
Total current liabilities		423,071			328,016
Other Liabilities
Long-term debt		1,229,416			1,149,282
Deferred taxes		253,199			265,384
Other liabilities		126,309			121,899
Total other liabilities		1,608,924			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; 27,905,527 and 27,672,924 shares issued, 26,156,859 and 26,443,441, shares outstanding (net of treasury stock), as of March 31, 2013 and December 31, 2012, respectively		279			277
Additional paid-in-capital		518,644			544,421
Treasury stock, at cost; 1,748,668 and 1,229,483 shares, respectively		(69,083	)		(44,850	)
Accumulated other comprehensive loss		(13,926	)		(14,263	)
Retained earnings		818,754			798,676
Total stockholders’ equity		1,254,668			1,284,261
Noncontrolling interest		3,708			3,843
Total equity		1,258,376			1,288,104
Total Liabilities and Equity	$	3,290,371		$	3,152,685

See accompanying Notes to Unaudited Consolidated Financial Statements

2

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	For the Three Months Ended
	March 31, 2013			March 31, 2012
Operating Revenue
ACMI	$	181,170		$	154,703
AMC charter		98,037			121,294
Commercial charter		91,100			76,947
Dry leasing		3,747			2,945
Other		3,282			3,415
Total Operating Revenue	$	377,336		$	359,304
Operating Expenses
Aircraft fuel		93,358			94,763
Salaries, wages and benefits		72,531			70,876
Maintenance, materials and repairs		58,369			52,980
Aircraft rent		40,008			39,418
Depreciation and amortization		17,808			14,303
Passenger and ground handling services		16,772			12,771
Travel		15,179			12,620
Navigation fees, landing fees and other rent		14,112			13,055
Gain on disposal of aircraft		(23	)		(196	)
Other		26,625			28,135
Total Operating Expenses		354,739			338,725
Operating Income		22,597			20,579
Non-operating Expenses / (Income)
Interest income		(5,176	)		(4,909	)
Interest expense		18,440			13,963
Capitalized interest		(1,402	)		(6,352	)
Other expense (income), net		552			(297	)
Total Non-operating Expenses (Income)		12,414			2,405
Income before income taxes		10,183			18,174
Income tax expense (benefit)		(9,920	)		7,234
Net Income		20,103			10,940
Less: Net income (loss) attributable to noncontrolling interests		25			(1,895	)
Net Income Attributable to Common Stockholders	$	20,078		$	12,835
Earnings per share:
Basic	$	0.76		$	0.49
Diluted	$	0.76		$	0.48
Weighted average shares:
Basic		26,330			26,360
Diluted		26,439			26,488

See accompanying Notes to Unaudited Consolidated Financial Statements

3

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)

(Unaudited)

	For the Three Months Ended
	March 31, 2013			March 31, 2012
Net Income	$	20,103		$	10,940
Other comprehensive income (loss):
Interest rate derivatives:
Net change in fair value		—			(713	)
Reclassification into earnings		770			253
Income tax benefit (expense)		(279	)		167
Foreign currency translation:
Translation adjustment		(314	)		157
Income tax benefit (expense)		—			(41	)
Other comprehensive income (loss)		177			(177	)
Comprehensive Income		20,280			10,763
Less: Comprehensive income (loss) attributable to noncontrolling interests		(135	)		(1,836	)
Comprehensive Income Attributable to Common Stockholders	$	20,415		$	12,599

See accompanying Notes to Unaudited Consolidated Financial Statements

4

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	For the Three Months Ended
	March 31, 2013			March 31, 2012
Operating Activities:
Net Income Attributable to Common Stockholders	$	20,078		$	12,835
Net income (loss) attributable to noncontrolling interests		25			(1,895	)
Net Income		20,103			10,940
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and amortization		21,063			16,405
Accretion of debt securities discount		(2,327	)		(2,167	)
Provision for allowance for doubtful accounts		(67	)		709
Gain on disposal of aircraft		(23	)		(196	)
Deferred taxes		(9,848	)		6,580
Stock-based compensation expense		3,644			4,604
Changes in:
Accounts receivable		(6,584	)		(4,855	)
Prepaid expenses and other current assets		7,227			3,497
Deposits and other assets		815			(2,251	)
Accounts payable and accrued liabilities		20,386			(15,178	)
Net cash provided by operating activities		54,389			18,088
Investing Activities:
Capital expenditures		(10,548	)		(10,726	)
Purchase deposits and delivery payments for flight equipment		(235,492	)		(42,936	)
Investment in debt securities		—			(1,179	)
Proceeds from short-term investments		2,426			2,660
Proceeds from insurance		9,109			—
Proceeds from disposal of aircraft		400			415
Net cash used for investing activities		(234,105	)		(51,766	)
Financing Activities:
Proceeds from debt issuance		224,848			35,695
Purchase of treasury stock		(24,233	)		(3,188	)
Prepayment of accelerated share repurchase		(30,000	)		—
Excess tax benefit from stock-based compensation expense		581			617
Payment of debt issuance costs		(357	)		(1,596	)
Payments of debt		(70,575	)		(18,312	)
Net cash provided by financing activities		100,264			13,216
Net decrease in cash and cash equivalents		(79,452	)		(20,462	)
Cash and cash equivalents at the beginning of period		409,763			187,111
Cash and cash equivalents at the end of period	$	330,311			166,649

See accompanying Notes to Unaudited Consolidated Financial Statements

5

Atlas Air Worldwide Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

(Unaudited)

	Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity			Noncontrolling Interest			Total Equity
Balance at December 31, 2011	$	275	$	(41,499	)	$	525,670		$	(15,683	)	$	668,749	$	1,137,512		$	3,863		$	1,141,375
Net Income		—		—			—			—			12,835		12,835			(1,895	)		10,940
Other comprehensive income (loss)		—		—			—			(236	)		—		(236	)		59			(177	)
Stock option and restricted stock compensation		—		—			4,604			—			—		4,604			—			4,604
Purchase of 68,591 shares of treasury stock		—		(3,188	)		—			—			—		(3,188	)		—			(3,188	)
Issuance of 185,467 shares of restricted stock		2		—			(2	)		—			—		—			—			—
Tax benefit on restricted stock and stock options		—		—			617			—			—		617			—			617
Balance at March 31, 2012	$	277	$	(44,687	)	$	530,889		$	(15,919	)	$	681,584	$	1,152,144		$	2,027		$	1,154,171
	Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity			Noncontrolling Interest			Total Equity
Balance at December 31, 2012	$	277	$	(44,850	)	$	544,421		$	(14,263	)	$	798,676	$	1,284,261		$	3,843		$	1,288,104
Net Income		—		—			—			—			20,078		20,078			25			20,103
Other comprehensive income (loss)		—		—			—			337			—		337			(160	)		177
Stock option and restricted stock compensation		—		—			3,644			—			—		3,644			—			3,644
Purchase of 519,185 shares of treasury stock		—		(24,233	)		—			—			—		(24,233	)		—			(24,233	)
Issuance of 232,603 shares of restricted stock		2		—			(2	)		—			—		—			—			—
Prepayment of accelerated share repurchase		—		—			(30,000	)		—			—		(30,000	)		—			(30,000	)
Tax benefit on restricted stock and stock options		—		—			581			—			—		581			—			581
Balance at March 31, 2013	$	279	$	(69,083	)	$	518,644		$	(13,926	)	$	818,754	$	1,254,668		$	3,708		$	1,258,376

See accompanying Notes to Unaudited Consolidated Financial Statements

6

Atlas Air Worldwide Holdings, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2013

1. Basis of Presentation

Our consolidated financial statements include the accounts of the holding company, Atlas Air Worldwide Holdings, Inc. (“AAWW”) and its consolidated subsidiaries. AAWW is the parent company of its principal operating subsidiary, Atlas Air, Inc. (“Atlas”), and of Polar Air Cargo LLC (“Old Polar”). AAWW is also the parent company of several subsidiaries related to our dry leasing services (collectively referred to as “Titan”). In addition, we are the primary beneficiary of Global Supply Systems Limited (“GSS”), a consolidated subsidiary. AAWW has a 51% equity interest and 75% voting interest in Polar Air Cargo Worldwide, Inc. (“Polar”). We record our share of Polar’s results under the equity method of accounting.

The terms “we,” “us,” “our,” and the “Company” mean AAWW and all entities included in its consolidated financial statements.

We provide outsourced aircraft and aviation operating solutions throughout the world, serving Africa, Asia, Australia, Europe, the Middle East, North America and South America through: (i) contractual service arrangements, including those through which we provide aircraft to customers and value-added services, including crew, maintenance and insurance (“ACMI”), as well as those through which we provide crew, maintenance and insurance, with the customer providing the aircraft (“CMI”); (ii) military charter services provided to the U.S. Military Air Mobility Command (the “AMC”) (“AMC Charter”); (iii) seasonal, commercial and ad-hoc charter services (“Commercial Charter”); and (iv) dry leasing of aircraft and engines (“Dry Leasing” or “Dry Lease”).

The accompanying unaudited consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently, exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany accounts and transactions have been eliminated. The Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes included in the AAWW Annual Report on Form 10-K for the year ended December 31, 2012, which includes additional disclosures and a summary of our significant accounting policies. In our opinion, the Financial Statements contain all adjustments, consisting of normal recurring items, necessary to fairly state the financial position of AAWW and its consolidated subsidiaries as of March 31, 2013, the results of operations for the three months ended March 31, 2013 and 2012, comprehensive income for the three months ended March 31, 2013 and 2012, cash flows for the three months ended March 31, 2013 and 2012, and shareholders’ equity as of and for the three months ended March 31, 2013 and 2012.

Our quarterly results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.

Except for per share data, all dollar amounts are in thousands unless otherwise noted.

Certain reclassifications have been made to the prior periods’ unaudited consolidated financial statement amounts and related note disclosures to conform to the current period’s presentation.

2. Recently Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board issued new guidance requiring additional information about reclassification adjustments out of accumulated other comprehensive income, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. The new guidance was effective as of the beginning of 2013 and its adoption did not have any impact on our financial condition, results of operations or cash flows.

7

3. Related Parties

DHL Investment and Polar

DHL Network Operations (USA), Inc. (“DHL”), a subsidiary of Deutsche Post AG (“DP”), holds a 49% equity interest and a 25% voting interest in Polar. Polar is a variable interest entity that is not consolidated because we are not the primary beneficiary as the risks associated with the direct costs of operation are with DHL. Concurrent with the investment, under a 20-year blocked space agreement that was subsequently amended (the “BSA”), Polar provides air cargo capacity to DHL through Polar’s network for DHL Express services. In addition to the BSA, we have several agreements between Atlas and Polar to provide ACMI, CMI, administrative, sales and ground support services to one another. Except for any liquidated damages that we could incur under these agreements, we do not have any continuing financial exposure to fund debt obligations or operating losses of Polar. The following table summarizes our transactions with Polar:

	For the Three Months Ended
Revenue and Expenses:	March 31, 2013		March 31, 2012
ACMI segment revenue from Polar	$	70,847	$	60,694
Other revenue from Polar	$	2,847	$	2,837
Ground handling and airport fees paid to Polar	$	327	$	998
Accounts receivable/payable as of:	March 31, 2013		December 31, 2012
Receivables from Polar	$	4,713	$	4,264
Payables to Polar	$	121	$	140
Aggregate Carrying Value of Polar Investment as of:	March 31, 2013		December 31, 2012
	$	4,870	$	4,870

GATS

We hold a 50% equity and voting interest in Global Aviation Technical Solutions Co. Ltd. (“GATS”), a joint venture with an unrelated third party. The purpose of the joint venture is to purchase rotable parts and source repair services for those parts, primarily for our 747-8F aircraft. The joint venture is a variable interest entity and we have not consolidated GATS because we are not the primary beneficiary as we do not exercise financial control. As of March 31, 2013 and December 31, 2012, our investment in GATS was $12.3 million and our maximum exposure to losses from the entity is limited to our investment, which is composed primarily of rotable inventory parts. GATS does not have any third-party debt obligations.

4. Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified in the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 Other inputs that are observable directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, or inactive quoted prices for identical assets or liabilities in inactive markets;

Level 3 Unobservable inputs reflecting assumptions about the inputs used in pricing the asset or liability.

We endeavor to utilize the best available information to measure fair value.

We maintain Cash and cash equivalents and Short-term investments, which include cash on hand, demand deposits, other cash investments that are highly liquid in nature and have original maturities of three months or less at acquisition, money market funds, certificates of deposit and the current portion of debt securities. The carrying value of Cash and cash equivalents and Short-term investments is based on cost, which approximates fair value.

8

Long-term investments consist of debt securities for which we have both the ability and the intent to hold until maturity. These investments are classified as held-to-maturity and reported at amortized cost. The fair value of our Long-term investments was based on a discounted cash flow analysis using the contractual cash flows of the investments and a discount rate derived from unadjusted quoted interest rates for debt securities of comparable risk. Such debt securities represent investments in Pass-Through Trust Certificates related to enhanced equipment trust certificates (“EETCs”) issued by Atlas in 1998, 1999 and 2000. Interest on debt securities and accretion of discounts using the effective interest method are included in Interest income.

The fair value of our EETCs was estimated based on Level 3 inputs. We obtained Level 2 inputs of quoted market prices of equipment notes issued under our EETCs and used them as a basis for valuing the EETCs.

The fair values of our term loans and the Export-Import Bank of the United States (“Ex-Im Bank”) guaranteed notes were based on a discounted cash flow analysis using current borrowing rates for instruments with similar terms.

The following table summarizes the carrying amount, estimated fair value and classification of our financial instruments as of:

	March 31, 2013
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	330,311	$	330,311	$	330,311	$	—	$	—
Short-term investments		13,638		13,638		—		—		13,638
Long-term investments and accrued interest		131,181		176,486		—		—		176,486
	$	475,130	$	520,435	$	330,311	$	—	$	190,124
Liabilities
Term loans	$	626,493	$	633,323	$	—	$	—	$	633,323
Ex-Im Bank guaranteed notes		549,334		543,746		—		—		543,746
EETCs		283,713		314,287		—		—		314,287
	$	1,459,540	$	1,491,356	$	—	$	—	$	1,491,356

	December 31, 2012
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	409,763	$	409,763	$	409,763	$	—	$	—
Short-term investments		10,119		10,119		—		—		10,119
Long-term investments and accrued interest		140,498		177,740		—		—		177,740
	$	560,380	$	597,622	$	409,763	$	—	$	187,859
Liabilities
Term loans	$	450,652	$	461,530	$	—	$	—	$	461,530
Ex-Im Bank guaranteed notes		560,078		556,742		—		—		556,742
EETCs		293,312		325,187		—		—		325,187
	$	1,304,042		1,343,459		—		—		1,343,459

The following table presents the carrying value, gross unrealized gain (loss) and fair value of our long-term investments by contractual maturity as of:

	March 31, 2013						December 31, 2012
	Carrying Value		Gross Unrealized Gain (Loss)		Fair Value		Carrying Value		Gross Unrealized Gain (Loss)		Fair Value
Debt securities
Due after one but within five years	$	—	$	—	$	—	$	8,365	$	1,404	$	9,769
Due after five but within ten years	$	131,181	$	45,305	$	176,486	$	132,133	$	35,838	$	167,971
Total	$	131,181	$	45,305	$	176,486	$	140,498	$	37,242	$	177,740

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5. Accrued Liabilities

Accrued liabilities consisted of the following as of:

	March 31, 2013		December 31, 2012
Maintenance	$	58,253	$	38,475
Salaries, wages and benefits		26,143		32,734
Deferred revenue		22,301		18,619
Aircraft fuel		19,665		19,882
Other		40,648		42,757
Accrued liabilities	$	167,010	$	152,467

6. Debt

On March 7, 2013, we entered into a $119.5 million term loan secured by a mortgage on a 777-200LRF aircraft (manufacturer serial number 36201) for a period of 89 months with a final payment of $62.4 million due in July 2020 (the “First 2013 Term Loan”). In connection with entry into the First 2013 Term Loan, we paid usual and customary fees. The First 2013 Term Loan accrues interest at a variable rate, payable quarterly, at LIBOR plus a margin and contains customary covenants and events of default.

On March 28, 2013, we entered into a $105.4 million six-month term loan secured by a mortgage on a 747-8F aircraft (aircraft tail number N854GT) (the “First 2013 Bridge Loan”). In connection with entry into the First 2013 Bridge Loan, we paid usual and customary fees. The First 2013 Bridge Loan accrues interest at a variable rate, payable monthly, at LIBOR plus a margin and contains customary covenants and events of default.

7. Commitments and Contingencies

In 2006, we entered into an agreement with The Boeing Company (“Boeing”) providing for the purchase of 12 747-8F aircraft (the “Boeing 747-8F Agreement”). In September 2011, we exercised our termination rights in connection with three early build 747-8F aircraft, reducing our order to nine. In addition, the Boeing 747-8F Agreement provided us with rights to purchase up to an additional 13 747-8F aircraft.

As of March 31, 2013, we purchased and took delivery of eight of the nine aircraft on order. Estimated remaining expenditures under the Boeing 747-8F Agreement as of March 31, 2013, including estimated amounts for contractual price escalations and delivery payments, are $98.8 million for the remainder of 2013.

8. Segment Reporting

We have the following four reportable segments: ACMI (which includes CMI), AMC Charter, Commercial Charter and Dry Leasing. We use an economic performance metric (“Direct Contribution”) that shows the profitability of each segment after allocation of direct operating costs. The following table sets forth Operating Revenue and Direct Contribution for our reportable business segments reconciled to Operating Income and Income before Income Taxes:

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Operating Revenue:
ACMI	$	181,170	$	154,703
AMC Charter		98,037		121,294
Commercial Charter		91,100		76,947
Dry Leasing		3,747		2,945
Other		3,282		3,415
Total Operating Revenue	$	377,336	$	359,304

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	For the Three Months Ended
	March 31, 2013			March 31, 2012
Direct Contribution:
ACMI	$	39,944		$	24,154
AMC Charter		12,737			20,581
Commercial Charter		(8,685	)		1,876
Dry Leasing		1,176			1,336
Total Direct Contribution for Reportable Segments		45,172			47,947
Add back (subtract):
Unallocated income and expenses		(35,012	)		(29,969	)
Gain on disposal of aircraft		23			196
Income before Income Taxes		10,183			18,174
Add back (subtract):
Interest income		(5,176	)		(4,909	)
Interest expense		18,440			13,963
Capitalized interest		(1,402	)		(6,352	)
Other expense (income), net		552			(297	)
Operating Income	$	22,597		$	20,579

We are exposed to a concentration of revenue to the AMC and Polar (see Note 3). No other customer accounted for 10.0% or more of our Total Operating Revenue. We have not experienced credit issues with either of these customers.

9. Legal Proceedings

Department of Justice Investigation and Related Litigation

In 2010, Old Polar entered into a plea agreement with the United States Department of Justice (the “DOJ”) relating to the previously disclosed DOJ investigation concerning alleged manipulation by cargo carriers of fuel surcharges and other rate components for air cargo services (the “DOJ Investigation”).

As a result of the DOJ Investigation, the Company and Old Polar have been named defendants, along with a number of other cargo carriers, in several class actions in the United States arising from allegations about the pricing practices of a number of air cargo carriers that have now been consolidated for pre-trial purposes in the United States District Court for the Eastern District of New York. The consolidated complaint alleges, among other things, that the defendants, including the Company and Old Polar, manipulated the market price for air cargo services sold domestically and abroad through the use of surcharges, in violation of United States, state, and European Union antitrust laws. The suit seeks treble damages and injunctive relief.

In 2007, the Company and Old Polar commenced an adversary proceeding in bankruptcy court against each of the plaintiffs in this class action litigation seeking to enjoin the plaintiffs from prosecuting claims against the Company and Old Polar that arose prior to 2004, the date on which the Company and Old Polar emerged from bankruptcy. In 2007, the plaintiffs consented to the injunctive relief requested and the bankruptcy court entered an order enjoining plaintiffs from prosecuting Company claims arising prior to 2004.

The court in the antitrust class actions has heard and decided a number of procedural motions. Among those was the plaintiffs’ motion to join Polar Air Cargo Worldwide, Inc. as an additional defendant, which the court granted on April 13, 2011. There was substantial pre-trial written discovery and document production, and a number of depositions were taken. The case is currently in the class certification phase, with motions and responses being submitted and additional depositions occurring. We are unable to reasonably predict the court’s ruling on the motion or the ultimate outcome of the litigation.

The Company, Old Polar and a number of other cargo carriers have also been named as defendants in civil class action suits in the provinces of British Columbia, Ontario and Quebec, Canada that are substantially similar to the class action suits in the United States. The plaintiffs in the British Columbia case have indicated they do not intend to pursue their lawsuit against the Company and Old Polar. We are unable to reasonably predict the outcome of the litigation in Ontario and Quebec.

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If the Company or Old Polar were to incur an unfavorable outcome in connection with one or more of the matters described above, such outcome is not expected to materially affect our business, financial condition, results of operations, and/or cash flows.

Brazilian Customs Claim

Old Polar was cited for two alleged customs violations in Sao Paulo, Brazil, relating to shipments of goods dating back to 1999 and 2000. Each claim asserts that goods listed on the flight manifest of two separate Old Polar scheduled service flights were not on board the aircraft upon arrival and therefore were improperly brought into Brazil. The two claims, which also seek unpaid customs duties, taxes and penalties from the date of the alleged infraction, are approximately $9.7 million in aggregate based on March 31, 2013 exchange rates.

In both cases, we believe that the amounts claimed are substantially overstated due to a calculation error when considering the type and amount of goods allegedly missing, among other things. Furthermore, we may seek appropriate indemnity from the shipper in each claim as may be feasible. In the pending claim for one of the cases, we have received an administrative decision dismissing the claim in its entirety, which remains subject to a mandatory appeal by the Brazil customs authorities. As required to defend such claims, we have made deposits pending resolution of these matters. The balances were $6.4 million as of March 31, 2013 and $6.3 million as of December 31, 2012, and are included in Deposits and other assets.

We are currently defending these and other Brazilian customs claims and the ultimate disposition of these claims, either individually or in the aggregate, is not expected to materially affect our financial condition, results of operations or cash flows.

Trademark Matters

Since 2005, we have been involved in ongoing litigation in Europe against Atlas Transport, an unrelated and unaffiliated entity, over the use of the name “Atlas”. Following application by us to register the mark “ATLAS AIR” in the European Union (“EU”), opposition from Atlas Transport and follow-up filings by us, the Office for Harmonization in the Internal Market (“OHIM”), which handles trademark matters in the EU, declared Atlas Transport’s own trademark “ATLAS” partially invalid because of the prior existence of our Benelux trademark registration. In 2008, OHIM’s First Board of Appeal upheld the lower panel’s decision, and Atlas Transport appealed that decision to the EU General Court (formally the Court of First Instance), which upheld the court’s decision on May 18, 2011. Atlas Transport appealed that ruling to the European Court of Justice (“ECJ”). On March 9, 2012, the ECJ denied the appeal, bringing to an end that aspect of the OHIM proceedings. The Company’s request for OHIM to resume another aspect of the proceedings remains pending.

In 2007, Atlas Transport also filed a lawsuit in the Netherlands challenging the validity of our Benelux trademark. In 2009, following completion of its proceedings, the court issued a judgment in favor of us. Atlas Transport appealed that decision to the Dutch Court of Appeal, but the judgment took effect immediately upon entry. The appeal remains pending.

In 2009, Atlas Transport instituted a trademark infringement lawsuit against us in the regional court in Hamburg, Germany. The amended complaint alleges that Atlas Air has been unlawfully using Atlas Transport’s trademark in Germany without permission and should be required to render information on the scope of use and pay compensation. In a supplementary motion, Atlas Transport asserts a cease and desist claim against Atlas Air, to be considered if the court denies the claim for compensation. On May 31, 2011, the court dismissed the case and Atlas Transport filed an appeal, which remains pending.

We believe that the ultimate disposition of these claims, either individually or in the aggregate, will not materially affect our financial condition, results of operations or cash flows.

Other

We have certain other contingencies incident to the ordinary course of business. Management believes that the ultimate disposition of such other contingencies is not expected to materially affect our financial condition, results of operations or cash flows.

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10. Stock Repurchase

In 2008, we announced a stock repurchase program authorizing the repurchase of up to $100 million of our common stock. Purchases may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual timing and amount of our repurchases will depend on company and market conditions. Repurchased shares are included in Treasury stock.

On February 19, 2013, we entered into an accelerated share repurchase program agreement (“ASR”) with a financial institution for the repurchase of our common stock for an aggregate purchase price of a minimum of $25.0 million up to a maximum of $50.0 million. As of March 31, 2013, we paid $50.0 million to the financial institution and received an initial delivery of 427,168 shares. We accounted for this ASR as a repurchase of common stock and as a forward contract indexed to our own common stock. We have determined that the forward contract met all of the applicable criteria for equity classification and, therefore, this ASR was not accounted for as a derivative instrument.

On April 25, 2013, the ASR was settled, and we received a refund of $13.5 million and an additional 476,133 shares. In the aggregate, we repurchased 903,301 shares for $36.5 million at an average cost of $40.40 per share under this ASR. The number of shares repurchased by us was generally based on the volume weighted average price of our common stock during the term of this ASR less a pre-determined discount.

11. Earnings Per Share

Basic earnings per share (“EPS”) represent net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represent net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period. Anti-dilutive options that were out of the money for the three months ended March 31, 2013 and 2012 were de minimis and excluded.

The calculations of basic and diluted EPS were as follows:

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Numerator:
Net Income Attributable to Common Stockholders	$	20,078	$	12,835
Denominator:
Basic EPS weighted average shares outstanding		26,330		26,360
Effect of dilutive stock options and restricted stock		109		128
Diluted EPS weighted average shares outstanding		26,439		26,488
EPS:
Basic	$	0.76	$	0.49
Diluted	$	0.76	$	0.48

Diluted shares reflect the potential dilution that could occur from stock options and restricted share units using the treasury stock method. The calculation does not include restricted share units in which performance or market conditions were not satisfied of 0.6 million for the three months ended March 31, 2013 and 0.4 million for the three months ended March 31, 2012.

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12. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of Accumulated other comprehensive income (loss):

	Interest Rate Derivatives			Foreign Currency Translation			Total
Balance as of December 31, 2012	$	(14,618	)	$	355		$	(14,263	)
Reclassification into earnings		770			—			770
Translation adjustment		—			(154	)		(154	)
Tax effect		(279	)		—			(279	)
Balance as of March 31, 2013	$	(14,127	)	$	201		$	(13,926	)

Interest Rate Derivatives

As of March 31, 2013, there was $22.1 million of unamortized realized loss before taxes remaining in Accumulated other comprehensive income (loss) related to terminated forward-starting interest rate swaps, which had been designated as cash flow hedges to effectively fix the interest rates on two 747-8F financings in 2011. The loss is amortized into Interest expense over the remaining life of the related debt. We reclassified realized losses into earnings as a component of Interest expense $0.8 million for the three months ended March 31, 2013 and $0.3 million for the three months ended March 31, 2012. Realized losses expected to be reclassified into earnings within the next 12 months are $3.0 million as of March 31, 2013.

13. Income Taxes

Our effective income tax rates were a benefit of 97.4% for the three months ended March 31, 2013 and an expense of 39.8% for the three months ended March 31, 2012. The effective rate for the three months ended March 31, 2013 differs from the U.S. federal statutory rate primarily due to an income tax benefit of $14.2 million related to extraterritorial income (“ETI”) from certain of our aircraft. We recognized this income tax benefit based on a decision in a recent court case. The effective rates for both three month periods also differ from the U.S. federal statutory rate due to the income tax impact of global operations, U.S. state income taxes, the non-deductibility of certain expenses for tax purposes, and the relationship of these items to our projected operating results for the year. For interim accounting purposes, we recognize income taxes using an estimated annual effective tax rate.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited Financial Statements appearing in this report and our audited consolidated financial statements and related notes included in our 2012 Annual Report on Form 10-K.

Background

Certain Terms — Glossary

The following represents terms and statistics specific to our business and industry. They are used by management to evaluate and measure operations, results, productivity and efficiency.

Block Hour	The time interval between when an aircraft departs the terminal until it arrives at the destination terminal.
C Check	High-level or “heavy” airframe maintenance checks, which are more intensive in scope than Line Maintenance and are generally performed between 18 and 24 months depending on aircraft type.
D Check	High-level or “heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed between six and nine years depending on aircraft type.
Heavy Maintenance	Scheduled maintenance activities, which are extensive in scope and are primarily based on time intervals, including, but not limited to, C Checks, D Checks and engine overhauls.
Line Maintenance	Unscheduled maintenance to rectify events occurring during normal day-to-day operations.
Non-heavy Maintenance	Discrete maintenance activities for the overhaul and repair of specific aircraft components.
Revenue Per Block Hour	An amount calculated by dividing Operating revenues by Block Hours.
Yield	The average amount a customer pays to fly one tonne of cargo one mile.

Business Overview

We are a leading global provider of outsourced aircraft and aviation operating solutions. As such, we manage and operate the world’s largest fleet of Boeing 747 freighters. We provide unique value to our customers by giving them access to highly reliable new production freighters that deliver the lowest unit cost in the marketplace combined with outsourced aircraft operating services that we believe lead the industry in terms of quality and global scale. Our customers include airlines, express delivery providers, freight forwarders, the U.S. military and charter brokers. We provide global services with operations in Africa, Asia, Australia, Europe, the Middle East, North America and South America.

Our primary service offerings encompass the following:

• ACMI, whereby we provide outsourced cargo aircraft operating solutions, including the provision of an aircraft, crew, maintenance and insurance, while customers assume fuel, demand and Yield risk;

• CMI, which is part of our ACMI business segment, whereby we provide outsourced cargo and passenger aircraft operating solutions including the provision of crew, maintenance and insurance, while customers provide the aircraft and assume fuel, demand and Yield risk;

• AMC Charter services, whereby we provide cargo and passenger aircraft charter services for the AMC. The AMC pays a fixed charter fee that includes fuel, insurance, landing fees, overfly and all other operational fees and costs;

• Commercial Charter, whereby we provide cargo and passenger aircraft charters to customers, including brokers, cruise-ship operators, freight forwarders, direct shippers and airlines. The customer generally pays a fixed charter fee that includes fuel, insurance, landing fees, overfly and all other operational fees and costs; and

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• Dry Leasing, whereby we provide aircraft and/or engine leasing solutions.

We look to achieve our growth plans to enhance stakeholder value by:

• Delivering superior service quality to our valued customers;

• Aggressively managing our fleet with a focus on leading-edge aircraft;

• Focusing on securing long-term customer contracts;

• Driving significant and ongoing productivity improvements;

• Selectively pursuing and evaluating future acquisitions and alliances; and

• Building our brand and increasing our market share.

See “Business Overview” and “Business Strategy” in our 2012 Annual Report on Form 10-K for additional information.

Business Developments

Our ACMI results for the first three months of 2013, compared to 2012, were positively impacted by the following events:

• Between March and June 2012, we began CMI flying the first three of five 767-200 freighters owned by DHL. We began flying the fourth during July 2012 and the fifth during November 2012.

• In May and July 2012, we took delivery of two 747-8F aircraft that we placed in service with Panalpina Air & Ocean Ltd (“Panalpina”) under an ACMI agreement, which replaced two 747-400F aircraft.

• In June 2012, we began ACMI flying a 747-400F aircraft for Etihad Airways (“Etihad”), which was the first 747-400F aircraft in its global network.

• In July 2012, we began ACMI flying an additional 747-400F aircraft for Polar and DHL, which increased the size of our fleet flying for DHL from eight to nine aircraft.

• In October and December 2012, we took delivery of two 747-8F aircraft that we placed into ACMI service with Polar and DHL, replacing two 747-400 aircraft.

• In January and February 2013, we began CMI flying two new 767-300ERF aircraft owned by DHL.

In February 2013, we signed an ACMI agreement with Chapman Freeborn Airchartering Ltd. for a 747-400F aircraft, with network service that began in April 2013. This was the first dedicated 747-400F aircraft in its network.

In May 2013, we signed an ACMI agreement with Etihad for a 747-8F aircraft, with service that will begin in May 2013. This is the first 747-8F aircraft in its global network.

AMC Charter Cargo Block Hours have continued to be negatively impacted by reduced demand. Partially offsetting this reduction was an increase in AMC passenger Block Hours primarily due to a third 767-300ER passenger aircraft placed in service in May 2012. This increased the size of our passenger service for the AMC to two 747-400 and three 767-300ER passenger aircraft.

Commercial Charter Block Hours have increased significantly during the first quarter of 2013, reflecting our redeployment of 747-400 aircraft from ACMI during remarketing periods. However, Commercial Charter Yields have been negatively impacted by softer demand and excess capacity in the air cargo market.

In March 2013, Titan purchased its first Boeing 777-200LRF aircraft that is being Dry Leased to a customer on a long-term basis.

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Results of Operations

Three Months Ended March 31, 2013 and 2012

Operating Statistics

The following discussion should be read in conjunction with our Financial Statements and other financial information appearing and referred to elsewhere in this report.

The table below sets forth selected Operating Statistics for the three months ended March 31:

	2013		2012		Increase / (Decrease)			Percent Change
Block Hours
ACMI		28,089		24,509		3,580			14.6	%
AMC Charter:
Cargo		1,874		3,189		(1,315	)		(41.2	)%
Passenger		2,561		1,850		711			38.4	%
Commercial Charter		4,719		3,691		1,028			27.9	%
Other		190		434		(244	)		(56.2	)%
Total Block Hours		37,433		33,673		3,760			11.2	%
Revenue Per Block Hour
ACMI	$	6,450	$	6,312	$	138			2.2	%
AMC Charter		22,105		24,071		(1,966	)		(8.2	)%
Cargo		23,334		24,886		(1,552	)		(6.2	)%
Passenger		21,206		22,667		(1,461	)		(6.4	)%
Commercial Charter		19,305		20,847		(1,542	)		(7.4	)%
Fuel
AMC
Average fuel cost per gallon	$	3.63	$	3.61	$	0.02			0.6	%
Fuel gallons consumed (000s)		11,418		14,029		(2,611	)		(18.6	)%
Commercial Charter
Average fuel cost per gallon	$	3.32	$	3.39	$	(0.07	)		(2.1	)%
Fuel gallons consumed (000s)		15,627		13,031		2,596			19.9	%
Segment Operating Fleet (average aircraft equivalents during the period)
ACMI*
747-8F Cargo		7.0		3.0		4.0			133.3	%
747-400 Cargo		14.7		17.5		(2.8	)		(16.0	)%
747-200 Cargo		—		0.1		(0.1	)		(100.0	)%
767-200 Cargo		5.0		0.2		4.8			NM
767-300 Cargo		1.4		—		1.4			NM
747-400 Passenger		1.0		1.0		—			NM
767-300 Passenger		0.7		0.1		0.6			NM
Total		29.8		21.9		7.9			36.1	%
AMC Charter
747-400 Cargo		3.0		3.6		(0.6	)		(16.7	)%
747-200 Cargo		—		0.7		(0.7	)		(100.0	)%
747-400 Passenger		1.9		1.7		0.2			11.8	%
767-300 Passenger		2.1		1.1		1.0			90.9	%
Total		7.0		7.1		(0.1	)		(1.4	)%
Commercial Charter
747-400 Cargo		7.2		3.9		3.3			84.6	%
747-200 Cargo		—		0.7		(0.7	)		(100.0	)%
747-400 Passenger		0.1		0.1		—			NM
767-300 Passenger		0.1		0.3		(0.2	)		(66.7	)%
Total		7.4		5.0		2.4			48.0	%

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	2013		2012		Increase / (Decrease)		Percent Change
Dry Leasing
757-200 Cargo		1.0		1.0		—		NM
737-300 Cargo		1.0		—		1.0		NM
777-200 Cargo		0.3		—		0.3		NM
737-800 Passenger		2.0		2.0		—		NM
Total		4.3		3.0		1.3		43.3	%
Total Operating Aircraft		48.5		37.0		11.5		31.1	%
Out-of-service**		0.5		—		0.5		NM

* ACMI average fleet excludes spare aircraft provided by CMI customers.

** All of our out-of-service aircraft are completely unencumbered. Permanently parked aircraft, all of which are also completely unencumbered, are not included in the operating statistics above.

Operating Revenue

The following table compares our Operating Revenue for the three months ended March 31 (in thousands):

	2013		2012		Increase / (Decrease)			Percent Change
Operating Revenue
ACMI	$	181,170	$	154,703	$	26,467			17.1	%
AMC Charter		98,037		121,294		(23,257	)		(19.2	)%
Commercial Charter		91,100		76,947		14,153			18.4	%
Dry Leasing		3,747		2,945		802			27.2	%
Other		3,282		3,415		(133	)		(3.9	)%
Total Operating Revenue	$	377,336	$	359,304	$	18,032			5.0	%

ACMI revenue increased $26.5 million, or 17.1%, primarily due to the entry of four 747-8F aircraft into service beginning in May 2012 and increased CMI flying, partially offset by the redeployment of 747-400 aircraft into other segments. ACMI Block Hours were 28,089 for the first quarter of 2013, compared to 24,509 in 2012, representing an increase of 3,580 Block Hours, or 14.6%. The increase in Block Hours was primarily driven by the start-up of CMI flying of five 767-200 cargo aircraft during 2012 and two 767-300 cargo aircraft during the first quarter of 2013 for DHL and an increase in CMI flying for Boeing. In addition, Block Hours increased related to the start-up of ACMI 747-400 flying for Etihad in June 2012 and 747-8F flying for DHL in October 2012. Partially offsetting these increases was the return of 747-400 cargo aircraft during 2012, which were temporarily redeployed to other segments. ACMI Revenue per Block Hour was $6,450 for the first quarter of 2013, compared to $6,312 in 2012, an increase of $138 per Block Hour, or 2.2%. The increase in Revenue per Block Hour primarily reflects the impact of higher rates on an increased number of 747-8F aircraft, partially offset by the impact of lower rates on increased CMI flying.

AMC Charter revenue decreased $23.3 million, or 19.2%, primarily driven by a reduction in AMC Charter Cargo flying, partially offset by increased AMC Charter Passenger flying. AMC Charter Block Hours were 4,435 for the first quarter of 2013 compared to 5,039 in 2012, a decrease of 604 Block Hours, or 12.0%. The decrease in AMC Charter Block Hours was due to a decrease of 1,315 AMC Charter Cargo Block Hours driven by reduced cargo demand from the AMC, partially offset by an increase of 711 AMC Charter Passenger Block Hours. AMC Charter Revenue per Block Hour was $22,105 for the first quarter of 2013 compared to $24,071 in 2012, a decrease of $1,966 per Block Hour, or 8.2%, primarily due to a higher volume of passenger flying on smaller 767 aircraft, reduced cargo Block Hours and a reduction in the number of one-way AMC missions. For the first quarter of 2013, the AMC average “pegged” fuel price was $3.63 per gallon compared to $3.61 in 2012. The “pegged” fuel price is set by the AMC and the impact to revenue from changes in the “pegged” fuel price is generally offset by a corresponding impact to fuel expense.

Commercial Charter revenue increased $14.2 million, or 18.4%, primarily due to an increase in Block Hours, partially offset by a decrease in Revenue per Block Hour. Commercial Charter Block Hours were 4,719 in the first quarter of 2013, compared to 3,691 in 2012, representing an increase of 1,028 Block Hours, or 27.9%. The increase in Block Hours was primarily due to the deployment of 747-400 cargo aircraft from ACMI during remarketing periods. Revenue per Block Hour was $19,305 in the first quarter of 2013, compared to $20,847 in 2012, a decrease of $1,542 per Block Hour, or 7.4%. This reflects the impact of lower Yields from softer demand and excess capacity in the air cargo market, as well as the impact of a reduction in Commercial Charter return legs due to fewer AMC one-way missions.

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Dry Leasing revenue was relatively unchanged.

Operating Expenses

The following table compares our Operating Expenses for the three months ended March 31 (in thousands):

	2013			2012			Increase / (Decrease)			Percent Change
Operating Expenses
Aircraft fuel	$	93,358		$	94,763		$	(1,405	)		(1.5	)%
Salaries, wages and benefits		72,531			70,876			1,655			2.3	%
Maintenance, materials and repairs		58,369			52,980			5,389			10.2	%
Aircraft rent		40,008			39,418			590			1.5	%
Depreciation and amortization		17,808			14,303			3,505			24.5	%
Passenger and ground handling services		16,772			12,771			4,001			31.3	%
Travel		15,179			12,620			2,559			20.3	%
Navigation fees, landing fees and other rent		14,112			13,055			1,057			8.1	%
Gain on disposal of aircraft		(23	)		(196	)		(173	)		88.3	%
Other		26,625			28,135			(1,510	)		(5.4	)%
Total Operating Expenses	$	354,739		$	338,725

Aircraft fuel decreased $1.4 million, or 1.5%, primarily due to fuel price decreases in Commercial Charter. The average fuel price per gallon for the Commercial Charter business was $3.32 for the first quarter of 2013, compared to $3.39 in 2012, a decrease of 2.1%. Commercial Charter fuel consumption increased by 2.6 million gallons, or 19.9%, primarily driven by the increase in Block Hours operated. The average fuel price per gallon for the AMC Charter business was $3.63 in the first quarter of 2013, compared to $3.61 in 2012, an increase of 0.6%. AMC fuel consumption decreased by 2.6 million gallons, or 18.6%, primarily reflecting the decrease in Block Hours operated and the use of smaller twin-engine 767 passenger aircraft. We do not incur fuel expense in our ACMI or Dry Leasing businesses as the cost of fuel is borne by the customer.

Salaries, wages and benefits increased $1.7 million, or 2.3%, primarily driven by higher Block Hours.

Maintenance, materials and repairs increased $5.4 million, or 10.2%, driven by an increase in maintenance expense of $3.8 million for 767 aircraft and $2.2 million for 747-8F aircraft, partially offset by a decrease of $0.6 million for other aircraft. Heavy Maintenance expense on 747-400 aircraft increased approximately $2.4 million primarily due to an increase in engine overhaul expense compared to 2012. Heavy Maintenance expense on 767 aircraft increased approximately $2.1 million primarily due to an increase in the number of C Checks in 2013. Non-heavy Maintenance expense on 747-400 aircraft decreased $1.1 million. Line Maintenance expense increased $2.2 million for 747-8F aircraft and $1.8 million for 767 aircraft driven by increased flying. Line Maintenance expense decreased $1.4 million for 747-400 aircraft driven by decreased flying and $0.5 million on 747-200 aircraft due to the retirement of this fleet in the first quarter of 2012. Heavy airframe maintenance events and engine overhauls for the three months ended March 31 were:

	2013		2012		Increase / (Decrease)
Heavy Maintenance Events
747-400 C Checks		6		7		(1	)
747-400 D Checks		—		2		(2	)
767 C Checks		2		—		2
CF6-80 engine overhauls		7		5		2

Depreciation and amortization increased $3.5 million, or 24.5%, due to additional operating aircraft in 2013.

Passenger and ground handling services increased $4.0 million, or 31.3%, primarily due to higher rates for ground handling from Commercial Charter flying to more expensive locations, and passenger catering and contract services for flight attendants related to increased passenger flying during 2013. We reclassified passenger catering and contract services for flight attendants from Other operating expenses to Passenger and ground handling services and reclassified previously reported amounts to conform to the current period’s presentation.

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Travel increased $2.6 million, or 20.3%, primarily due to increased travel for crew and flight attendants related to increased flying and higher rates during the first quarter of 2013.

Navigation fees, landing fees and other rent increased $1.1 million, or 8.1%, primarily due to higher fees from Commercial Charter flying to more expensive locations during the first quarter of 2013.

Other decreased $1.5 million, or 5.4%, primarily due to decreases in commissions for AMC Charter revenue.

Non-operating Expenses (Income)

The following table compares our Non-operating Expenses (Income) for the three months ended March 31 (in thousands):

	2013			2012			Increase / (Decrease)			Percent Change
Non-operating Expenses (Income)
Interest income	$	(5,176	)	$	(4,909	)	$	267			5.4	%
Interest expense		18,440			13,963			4,477			32.1	%
Capitalized interest		(1,402	)		(6,352	)		(4,950	)		(77.9	)%
Other expense (income), net		552			(297	)		(849	)		(285.9	)%

Interest expense increased $4.5 million, or 32.1%, primarily due to an increase in our average debt balances related to the financing for 747-8F aircraft throughout 2012.

Capitalized interest decreased $5.0 million, or 77.9%, resulting from 747-8F aircraft that entered service.

Income taxes. Our effective income tax rates were a benefit of 97.4% for the three months ended March 31, 2013 and an expense of 39.8% for the three months ended March 31, 2012. During the three months ended March 31, 2013, we recognized an income tax benefit of $14.2 million related to ETI from certain of our aircraft based on a decision in a recent court case.

Segments

The following table compares the Direct Contribution of our reportable segments (see Note 8 to our Financial Statements for the reconciliation to Operating income) for the three months ended March 31 (in thousands):

	2013			2012		Increase / (Decrease)			Percent Change
Direct Contribution:
ACMI	$	39,944		$	24,154	$	15,790			65.4	%
AMC Charter		12,737			20,581		(7,844	)		(38.1	)%
Commercial Charter		(8,685	)		1,876		(10,561	)		NM
Dry Leasing		1,176			1,336		(160	)		(12.0	)%
Total Direct Contribution	$	45,172		$	47,947	$	(2,775	)		(5.8	)%
Unallocated income and expenses	$	35,012		$	29,969	$	5,043			16.8	%

ACMI Segment

Direct Contribution related to the ACMI segment increased $15.8 million, or 65.4%, primarily due to higher profitability on our new 747-8F aircraft and increased CMI flying for DHL and Boeing during the first quarter of 2013.

AMC Charter Segment

Direct Contribution related to the AMC Charter segment decreased $7.8 million, or 38.1%, primarily due to a decrease in cargo Block Hours resulting from lower AMC cargo demand and a reduction in the number of one-way AMC missions, partially offset by increased passenger Block Hours.

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Commercial Charter Segment

Direct Contribution related to the Commercial Charter segment decreased $10.6 million, primarily due to a reduction in Revenue per Block Hour driven by softer demand, excess capacity in the air cargo market and a reduction in Commercial Charter return legs due to fewer AMC one-way missions. Partially offsetting these items was an increase in Block Hours, primarily due to the redeployment of 747-400 aircraft from ACMI during remarketing periods. In addition, Commercial Charter Direct Contribution was negatively impacted by increases in volume-driven operating expenses from flying to more expensive locations and aircraft ownership costs from the deployment of 747-400 aircraft into this segment.

Dry Leasing Segment

Direct Contribution related to the Dry Leasing segment was relatively unchanged.

Unallocated income and expenses

Unallocated income and expenses increased $5.0 million, or 16.8%, primarily due to a reduction in capitalized interest on 747-8F aircraft that entered service.

Reconciliation of GAAP to non-GAAP Financial Measures

To supplement our Financial Statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we present certain non-GAAP financial measures to assist in the evaluation of our business performance. These non-GAAP measures include Adjusted Net Income Attributable to Common Stockholders and adjusted diluted earnings per share (“Adjusted Diluted EPS”), which exclude certain items that impact 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 measures of performance prepared in accordance with GAAP.

We use these non-GAAP financial measures in assessing the performance of our 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 business results and assessing our prospects for future performance.

The following is a reconciliation of Net Income Attributable to Common Stockholders and Diluted EPS to the corresponding non-GAAP measures (in thousands, except per share data):

	For the Three Months Ended
	March 31, 2013			March 31, 2012			Percent Change
Net Income Attributable to Common Stockholders	$	20,078		$	12,835			56.4	%
After-tax impact from:
Fleet retirement costs (a)		—			926
ETI tax benefit		(14,160	)		—
Gain on disposal of aircraft		(15	)		(125	)
Adjusted Net Income Attributable to Common Stockholders	$	5,903		$	13,636			(56.7	%)
Diluted EPS	$	0.76		$	0.48			58.3	%
After-tax impact from:
Fleet retirement costs (a)		—			0.03
ETI tax benefit		(0.54	)		—
Gain on disposal of aircraft		(0.00	)		(0.00	)
Adjusted Diluted EPS	$	0.22		$	0.51			(56.9	%)

a) Fleet retirement costs in 2012 included incremental employee costs related to the retirement of our 747-200 fleet.

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Liquidity and Capital Resources

Significant liquidity events in the first three months of 2013 were as follows:

In January 2013, we prepaid the amounts outstanding under two term loans of $40.2 million, which were due in the third quarter of 2013.

In February 2013, we paid $50.0 million under an ASR to repurchase a minimum of $25.0 million up to a maximum of $50.0 million of our common stock depending on the price of our common stock. We subsequently settled the ASR in April 2013 and received a refund of $13.5 million. See Note 10 to our Financial Statements for a discussion of our ASR.

In March 2013, we entered into the First 2013 Term Loan in the amount of $119.5 million to finance the purchase of a 777-200LRF aircraft that is being Dry Leased to a customer on a long-term basis.

In March 2013, we entered into the First 2013 Bridge Loan in the amount of $105.4 million to finance the delivery of our eighth 747-8F aircraft.

Operating Activities. Net cash provided by operating activities for the first quarter of 2013 was $54.4 million, compared to $18.1 million for the first quarter of 2012. The increase primarily reflects higher earnings and the timing of payments of our obligations.

Investing Activities. Net cash used for investing activities was $234.1 million for the first quarter of 2013, consisting primarily of $235.5 million of purchase deposit and delivery payments for flight equipment, which included $1.4 million of capitalized interest on our 747-8F aircraft order, and $10.5 million of capital expenditures, partially offset by $9.1 million of proceeds from insurance and $2.4 million of proceeds from short-term investments. Purchase deposit and delivery payments for flight equipment are primarily related to the purchase of one 747-8F cargo aircraft and one 777-200LRF cargo aircraft. Capital expenditures for the first quarter of 2013 were funded through working capital, except for the aircraft financed as discussed above. Net cash used for investing activities was $51.8 million for the first quarter of 2012, consisting primarily of $42.9 million of purchase deposit and delivery payments for flight equipment, which included $6.4 million of capitalized interest on our 747-8F aircraft order and $10.7 million of capital expenditures, partially offset by $2.7 million of proceeds from short-term investments.

Financing Activities. Net cash provided by financing activities was $100.3 million for the first quarter of 2013, which primarily reflected the proceeds from debt issuance of $224.8 million, partially offset by $70.6 million of payments on debt obligations and $50.0 million related to the payment under the ASR discussed above. Net cash provided by financing activities was $13.2 million for the first quarter of 2012, which primarily reflected the proceeds from debt issuance of $35.7 million, partially offset by $18.3 million of payments on debt obligations.

We consider Cash and cash equivalents, Short-term investments and Net cash provided by operating activities to be sufficient to meet our debt and lease obligations, to fund capital expenditures for the remainder of 2013 and to repurchase shares of our stock. Capital expenditures for the remainder of 2013 are expected to be approximately $97.8 million, which excludes aircraft and capitalized interest. Our estimated 747-8F aircraft delivery payment requirements for the remainder of 2013 are approximately $98.8 million. We expect our Cash and cash equivalents, and the Ex-Im Bank Facility to be sufficient to fund our 747-8F aircraft delivery payment requirements for 2013. We expect the First 2013 Bridge Loan to be refinanced with a long-term financing facility.

We may access external sources of capital from time to time depending on our cash requirements, assessments of current and anticipated market conditions, and the after-tax cost of capital. To that end, we filed a shelf registration statement with the SEC in 2012 that enables us to sell a yet to be determined amount of debt and/or equity securities over the subsequent three years, depending on market conditions, our capital needs and other factors. Our access to capital markets can be adversely impacted by prevailing economic conditions and by financial, business and other factors, some of which are beyond our control. Additionally, our borrowing costs are affected by market conditions and may be adversely impacted by a tightening in credit markets.

We can claim bonus tax depreciation equal to 50% of the cost of qualified assets placed in service during 2013 or 2014. One 747-8F aircraft delivered to us in 2013 qualified for 50% bonus tax deprecation. In addition, we expect that one additional 747-8F aircraft, to be delivered in 2013, will qualify for 50% bonus tax depreciation. As a result of bonus tax depreciation claimed on aircraft delivered to us, we do not expect to pay any significant U.S. federal income tax until 2017 or later. Our business operations are subject to income tax in several non-U.S. jurisdictions. We expect GSS to pay U.K. cash income taxes commensurate with its earnings. We do not expect to pay cash income taxes in any other jurisdiction for at least several years.

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Contractual Obligations and Debt Agreements

See Notes 6 and 14 to our Financial Statements for a description of our new debt obligations: the First 2013 Term Loan and the First 2013 Bridge Loan. See our 2012 Annual Report on Form 10-K for a tabular disclosure of our contractual obligations as of December 31, 2012 and a description of our debt obligations and amendments thereto.

Off-Balance Sheet Arrangements

There were no material changes in our off-balance sheet arrangements during the three months ended March 31, 2013.

Recent Accounting Pronouncement

See Note 2 to our Financial Statements for a discussion of a recent accounting pronouncement.

Forward Looking Statements

This Quarterly Report on Form 10-Q (this “Report”), as well as other reports, releases and written and oral communications issued or made from time to time by or on behalf of AAWW, contain statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “believe,” “seek,” “project,” “estimate” and similar expressions used in this Report that do not relate to historical facts are intended to identify forward-looking statements.

The forward-looking statements in this Report are not representations or guarantees of future performance and involve certain risks, uncertainties and assumptions. Such risks, uncertainties and assumptions include, but are not limited to, those described in our Annual Report on Form 10-K for the year ended December 31, 2012. Many of such factors are beyond AAWW’s control and are difficult to predict. As a result, AAWW’s future actions, financial position, results of operations and the market price for shares of AAWW’s common stock could differ materially from those expressed in any forward-looking statements. Readers are therefore cautioned not to place undue reliance on forward-looking statements. AAWW does not intend to publicly update any forward-looking statements that may be made from time to time by, or on behalf of, AAWW, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For additional discussion of our exposure to market risk, refer to Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” included in our 2012 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2013. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

With respect to the fiscal quarter ended March 31, 2013, the information required in response to this Item is set forth in Note 9 to our Financial Statements and such information is incorporated herein by reference. Such description contains all of the information required with respect hereto.

ITEM 1A. RISK FACTORS

For additional risk factors that may cause actual results to differ materially from those anticipated, please refer to our 2012 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We made the following repurchases of shares of our common stock during the quarter ended March 31, 2013:

Period	Total Number of Shares Purchased			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs			Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2013 through January 31, 2013		—			—			—			—
February 1, 2013 through February 28, 2013		427,168	(a)		—	(a)		1,127,411	(a)	$	61,100,000
March 1, 2013 through March 31, 2013		—			—			—			—
Total		427,168			—			1,127,411		$	61,100,000

(a) Reflects the repurchase of shares of common stock pursuant to our ASR. See Note 10 to our Financial Statements for a discussion of our ASR.

ITEM 6. EXHIBITS

a. Exhibits

See accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Atlas Air Worldwide Holdings, Inc.
Dated: May 2, 2013	/s/ William J. Flynn
	William J. Flynn
	President and Chief Executive Officer

Dated: May 2, 2013	/s/ Spencer Schwartz
	Spencer Schwartz
	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Atlas Air Worldwide Holdings, Inc. Annual Incentive Program for Senior Executives, amended as of February 25, 2013.
10.2	Atlas Air Worldwide Holdings, Inc. 2013 Long Term Cash Incentive Program.
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer, furnished herewith.
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer, furnished herewith.
32.1	Section 1350 Certifications, furnished herewith.
101.INS	XBRL Instance Document. *
101.SCH	XBRL Taxonomy Extension Schema Document. *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document. *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document. *

* Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, (ii) Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012, (v) Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2013 and 2012 and (vi) Notes to Unaudited Consolidated Financial Statements. In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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EX-10.1

Exhibit 10.1

ATLAS AIR WORLDWIDE HOLDINGS, INC.

ANNUAL INCENTIVE PROGRAM

FOR SENIOR EXECUTIVES

Amended by Compensation Committee: As of February 25, 2013

ATLAS AIR WORLDWIDE HOLDINGS, INC.

ANNUAL INCENTIVE PROGRAM

FOR SENIOR EXECUTIVES

Purpose.

The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW”) 2007 Incentive Plan, as amended (the “Plan”). The Program shall be treated for all purposes as a sub-plan or arrangement for the grant of Cash Awards under the Plan. Awards under the Program are intended to qualify for the performance-based compensation exception to the limitations on tax deductibility imposed by Section 162(m) of the Code and together with the applicable terms of the Plan and Program shall be construed accordingly. The Program shall be effective as of January 1, 2007, and shall be applicable for the 2007 Program Year and subsequent Program Years during the continuance of the Plan unless amended or terminated by the Committee pursuant to Section 10. Capitalized terms not defined herein shall have the meanings given in the Plan.

Definitions.

Award

shall mean an opportunity to earn benefits under the Program.

Atlas

shall mean AAWW or its subsidiaries, as applicable.

Base Salary

shall mean an Eligible Employee’s actual base salary for the applicable period.

Board

shall mean the Board of Directors of AAWW.

Beneficiary

shall mean a Participant’s beneficiary designated pursuant to Section 8.

Code

shall mean the Internal Revenue Code of 1986, as amended from time to time.

Committee

shall mean the Compensation Committee of the Board.

Eligible Employee

means any of the Chief Executive Officer, President, Executive Vice Presidents and Senior Vice Presidents of AAWW and such other Atlas senior executive officers as shall be designated by the Committee.

Participant

shall mean any Eligible Employee during such Eligible Employee’s period of participation in the Program.

Program

shall mean this Atlas Air Worldwide Holdings, Inc. Annual Incentive Program for Senior Executives, as it may be amended from time to time.

Program Year

shall mean the calendar year.

Administration.

The Program shall be administered by the Committee. The Committee shall have full power and authority in its sole discretion to construe and interpret the Program, establish and amend administrative regulations to further the purpose of the Program, determine the extent to which Award payments have been earned by virtue of satisfying the financial goal described in Section 5.2, determine whether to reduce under Sections 5.2(b) through 5.2(e), to the extent that cost control, service reliability, management-business objectives and any other performance criteria have not been satisfied, the amount otherwise payable under Section 5.2, determine whether to settle a portion of the Award in Atlas stock and take any other action necessary to administer the Program. All decisions, actions or interpretations of the Committee shall be final, conclusive, and binding upon all Participants.

Participation.

Each Eligible Employee shall participate in the Program if he or she is employed as an Eligible Employee on the first day of the Program Year. An individual who becomes an Eligible Employee during a Program Year but prior to September 30 of the applicable year will participate only with respect to Base Salary earned on and after the date he or she first becomes an Eligible Employee. Any determination by the Committee to provide incentive compensation to an Eligible Employee other than as described in the preceding two sentences shall be treated as a separate award made outside the Program.

Section 5: Determination of Awards.

Maximum Bonus Award. The maximum bonus payable under an Award for each Program Year will be the lesser of (i) the dollar limit set forth in Section 4.c of the Plan, and (ii) the following percentage of Base Salary for each Participant, as such percentages may be increased by the Committee from time to time: two-hundred percent (200%) of Base Salary for the Chief Executive Officer, one-hundred and seventy percent (170%) for Executive Vice Presidents and one-hundred and fifty percent (150%) of Base Salary for each other Participant.

Performance Measures. Payment under an Award is conditioned upon achievement of the threshold Financial Goal, as described below. If the threshold Financial Goal is achieved, the Award payment will be the maximum bonus amount described in Section 5.1 minus such adjustments, if any, as the Committee determines to be appropriate to reflect levels of achievement with respect to the Financial Goal (if that Goal is achieved at a level below the maximum level) and/or one or more of the other factors described below and/or such other factors as shall be designated by the Committee.

Financial Goal. The financial goal is based on Atlas’s earnings per share. For each Program Year, the threshold earnings per share level (which must be met before any amounts will be payable under Awards), the maximum earnings per share level, intermediate earnings per share levels, and the percentage of each Participant’s target bonus award that will be deemed achieved at each such profit level, will be determined by the Committee.

Cost Control Adjustment. The Committee may reduce maximum Award payments, if any, to reflect the level of achievement of such cost control goal or goals as the Committee may establish for the Program Year.

Service Reliability. The Committee may also reduce maximum Award payments, if any, to reflect the level of achievement of such service reliability factors as the Committee may determine for the Program Year.

Management Business Objectives Adjustment. The Committee may also reduce maximum Award payments, if any, to reflect the level of achievement of such individual management business objectives as the Committee may determine in the case of any Participant for the Program Year.

Effect of Corporate Transactions and other Exigencies. Without limiting the generality of the foregoing, the Committee shall have the authority, to the extent consistent with the requirements for satisfying the performance-based compensation exception under 162(m) of the Code, to identify objectively determinable events (for example, but without limitation, acquisitions or dispositions) which, if they occur, would have a material effect on objective Performance Criteria applicable to Awards under the Program, and to adjust such Performance Criteria in an objectively determinable manner to reflect such events.

Payment of Awards under this Program.

General. Subject to Section 6.4, Participant will be entitled to receive payment, if any, under an Award if the Participant is still employed by Atlas on the last day of the Program Year for which the Award is paid, unless in the period between the last day of the Program Year and any payout under the Program, the Participant is terminated by Atlas for Cause (as defined in Section 7) or the Participant terminates his employment with Atlas for any reason. A Participant will receive an Award in the manner and at the times set forth in this Sections 6.

Time of Payment. Any amount payable for an Award for a Program Year shall be paid by Atlas within two weeks following certification by the Committee as to achievement of the performance goals following the completion of the year-end audit for the applicable Program Year, but in no event later than March 15 of the year following the applicable Program Year.

Form of Payment. All amounts payable for an Award shall be paid in cash or Atlas stock, but Atlas stock may be used, if at all, only for the portion of the Award that exceeds fifty percent (50%) of Base Salary.

Termination of Employment.

In General. Except as provided otherwise in this Section 6.4, a Participant whose employment terminates for any reason prior to the last day of the Program Year for which an Award is payable shall forfeit such Award.

Death or Disability. In the event of death or a termination by the Company of the Participant’s employment with the Company or its Subsidiaries (a “Termination of Service”) by reason of the Participant’s Disability, the Committee may, in its sole discretion, direct that all or a portion of a Participant’s Award be paid, taking into account the duration of employment during the Program Year, the Participant’s performance, and such other matters as the Committee shall deem appropriate. For purposes of this Agreement, a termination of Service shall be deemed to be by reason of “Disability” if upon such Termination of Service, the Participant shall have been continuously disabled from performing the duties assigned to the Participant for a period of not less than six consecutive calendar months and such Disability shall be deemed to have commenced on the date following the end of such six consecutive calendar months.

Retirement; Involuntary Termination; Good Reason. If a Participant’s employment terminates during a Program Year by reason of (i) an involuntary termination by Atlas not for Cause (as defined in Section 7 below), (ii) termination by the Participant for Good Reason (as defined below), or (iii) in the sole discretion of the Committee, normal retirement under a retirement program of Atlas, the Participant shall be entitled to receive a payment with respect to an Award for the Program Year in which such termination occurred, as if he or she had been employed by Atlas on the last day of such Program Year in an amount equal to the lesser of (1) the amount he or she would have received if he or she was employed by Atlas on the last day of the Program Year based upon actual company performance measured pursuant to the plan (and assuming for such purpose that 50% of his or her individual Management Business Objectives (“MBOs”) have been achieved), or (2) his or her target bonus percentage. Such payment shall be subject to all terms and conditions of the Program, including without limitation the provisions of Section 5 (relating to determination of the Award) and Section 6.2 (relating to the time of payment of the Award). “Good Reason” under this Section 6 shall mean (i) a material reduction in Participant’s duties and responsibilities from those of Participant’s most recent position with Atlas, or (ii) a reduction of Participant’s aggregate salary, benefits and other compensation (other than bonus opportunity, which shall be paid as provided above) from that which the Participant was most recently entitled during employment with Atlas other than in connection with a reduction as part of a general reduction applicable to all participants in the Program. This Section 6.4 shall not apply to the extent the rights of a Participant in such circumstances are governed by another agreement.

Change in Control.

In the event Atlas undergoes a Change in Control, Awards will be determined and paid in accordance with this Section 7 based on the assumption that each of the Financial Goal, the Cost

Control Goal, the MBOs and any other Performance Criteria under Section 2 have been achieved at a level of 100% of target for the Plan Year in which the Change in Control takes place pursuant to Section 5 of the Program; provided, however, if upon completion of the year-end audit for the applicable Program Year it is determined that the Financial Goal or any other Performance Criteria was achieved at a level higher than 100% of target, Awards will be correspondingly adjusted pursuant to Section 5 of the Program. Notwithstanding the above, a Participant whose employment with Atlas terminates prior to the Change in Control shall forfeit such Award, unless such termination is by reason of (i) death, (ii) Disability, (iii) normal retirement under a retirement program of Atlas, (iv) by Atlas not for Cause, or (v) by the Participant for Good Reason (as defined below). For purposes of this Program, “Change in Control of Atlas” shall mean a “change in control event” (as that term is defined at Section 1.409A-3(i)(5) of the Treasury Regulations) with respect to the Company, which generally will include the following events, subject to such additional rules and requirements as may be set forth in the Treasury Regulations and related guidance:

(1) a transfer or issuance of stock of the Company, where stock in the Company remains outstanding after the transaction, and one person, or more than one person acting as a group (as determined under the Treasury Regulations), acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company (however, if a person or group is considered to own more than 50% of the total fair market value or 30% of the total voting power of the stock of the Company, the acquisition of additional stock by the same person or group will not be considered a change in control for purposes of this Section 7);

(2) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of ownership of stock possessing 30% or more of the total voting power of the Company (however, if a person or group is considered to control the Company within the meaning of this sentence (i.e., owns stock of the Company possessing 30% of the total voting power of the Company), then the acquisition of additional control will not be considered a change in control for purposes of this Section 7);

(3) the replacement of a majority of members of the Company’s Board of Directors during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the appointment or election; or

(4) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company, as determined under the Treasury Regulations (however, a transfer of assets to certain related persons, as provided under the Treasury Regulations, or to an entity that is controlled by the shareholders of the Company immediately after the transfer, will not be considered a change in control for purposes of this Section 7). For purposes of this Program, “Continuing Directors” shall mean the directors of Atlas on the date hereof and each other director, if such other director’s nomination for election to the Board of Directors of Atlas is recommended by a majority of the then Continuing Directors. “Cause” shall mean (i) the Participant’s refusal or failure (other than during periods of illness or Disability (as defined in the Plan)) to perform his or her material duties and responsibilities to Atlas, (ii) the conviction or

plea of guilty or nolo contendere of the Participant in respect of any felony, other than a motor vehicle offense, (iii) the commission of any act which causes material injury to the reputation, business or business relationships of Atlas including, without limitation, any material breach of written policies of Atlas with respect to trading in securities, (iv) other acts of fraud in connection with the Participant’s duties and responsibilities to Atlas, including, without limitation, misappropriation, theft or embezzlement in the performance of the Participant’s duties and responsibilities as an employee of Atlas, or (v) a violation of any material Atlas policy, including, without limitation, a violation of the laws against workplace discrimination. “Good Reason” under this Section 7 shall mean the failure of the surviving entity in the Change in Control, of failure of an affiliate of the surviving entity, to continue the Participant in a position with the surviving entity or affiliate that (a) is not located within 40 miles of the location of such Participant’s most recent principal location of employment with Atlas, (ii) does not involve substantially comparable duties and responsibilities as such Participant’s most recent position with Atlas, or (iii) does not entitle the Participant to salary, benefits and other compensation (other than bonus opportunity, which shall be paid as provided above) that, in the aggregate, are substantially comparable or more favorable than those to which the Participant most recently was entitled during employment with Atlas. This Section 7 shall not apply to the extent the rights of a Participant in such circumstances are governed by another agreement.

Beneficiary Designation.

Designation and Change of Designation. Each Participant shall file with Atlas a written designation of one or more persons as the Beneficiary who shall be entitled to receive the Award, if any, payable under the Program upon the Participant’s death. A Participant may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with Atlas. The last such designation received by Atlas shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by Atlas prior to the Participant’s death, and in no event shall it be effective as of any date prior to such receipt.

Absence of Valid Designation. If no such Beneficiary designation is in effect at the time of a Participant’s death, or if no designated Beneficiary survives the Participant, or if such designation conflicts with law, the Participant’s estate shall be deemed to have been designated as the Participant’s Beneficiary and shall receive the payment of the amount, if any, payable under the Program upon his death. If Atlas is in doubt as to the right of any person to receive such amount, Atlas may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or Atlas may pay such amount into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Program and Atlas therefor.

General Provisions.

Plan to be Unfunded. The Program is intended to constitute an unfunded incentive compensation arrangement. Nothing contained in the Program, and no action taken pursuant to the Program, shall create or be construed to create a trust of any kind. A Participant’s right to receive an Award shall be no greater than the right of an unsecured general creditor of Atlas. All Awards shall be paid from the general funds of Atlas, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such Awards. There shall not vest in any Participant or Beneficiary any right, title, or interest in and to any specific assets of Atlas.

Section 409A of the Code. Awards under the Program are intended to be exempt from the requirements of Section 409A of the Code and shall be construed and administered accordingly. Notwithstanding anything to the contrary in the Program, neither Atlas, nor any affiliate, nor the Committee, nor any person acting on behalf of Atlas, any affiliate, or the Committee, shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 9.3 shall limit the ability of the Committee or Atlas to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such tax or additional tax.

Rights Limited; Conflicts. Nothing contained in the Program shall give any Eligible Employee the right to continue in the employment of Atlas, or limit the right of Atlas to discharge an Eligible Employee. If there is a conflict between this Program and another senior executive employment program or arrangement, such other program or arrangement shall control.

Governing Law. The Program shall be construed and governed in accordance with the laws of the State of New York.

Taxes. There shall be deducted from all amounts paid under the Program all federal, state, local and other taxes required by law to be withheld with respect to such payments.

Amendment, Suspension, or Termination.

Except with respect to 6.4(c) for any Program Year in effect, the Committee reserves the right to amend, suspend, or terminate the Program at any time.

EX-10.2

Exhibit 10.2

ATLAS AIR WORLDWIDE HOLDINGS, INC.

2013 LONG TERM CASH INCENTIVE PROGRAM

Approved by Compensation Committee: February 25, 2013

ATLAS AIR WORLDWIDE HOLDINGS, INC.

2013 LONG TERM CASH INCENTIVE PROGRAM

Section 1. Purpose.

The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW” or the “Company”) 2007 Incentive Plan, as amended (the “Plan”). The Program shall be treated for all purposes as a sub-plan or arrangement for the grant of Cash Awards under the Plan and shall be subject to the Plan, which is incorporated herein by reference. Awards under the Program are intended to qualify for the performance-based compensation exception to the limitations on tax deductibility imposed by Section 162(m) of the Code and together with the applicable terms of the Plan and Program shall be construed accordingly. The Program shall be effective as of January 1, 2013, and shall be applicable for the 2013-2015 Performance Period. Capitalized terms not defined herein shall have the meanings given in the Plan.

Section 2. Definitions.

2.1. Award shall mean an opportunity to earn benefits under the Program.

2.2. Atlas shall mean AAWW or its subsidiaries.

2.3. Board shall mean the Board of Directors of AAWW.

2.4. Beneficiary shall mean a Participant’s beneficiary designated pursuant to Section 8.

2.5. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.6. Committee shall mean the Compensation Committee of the Board.

2.7. Determination Date shall have the meaning specified in Section 6.2.

2.8. Eligible Participant means any of the Chief Executive Officer, President, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Staff Vice Presidents of AAWW and Atlas Air, Inc., and such other Atlas officers as may from time to time be designated by the Committee.

2.9. Participant shall mean any Eligible Participant during such Eligible Participant’s period of participation in the Program.

2.10. Performance Period shall mean January 1, 2013 through December 31, 2015.

2.11. Program shall mean this Atlas Air Worldwide Holdings, Inc. 2013 Long Term Cash Incentive Program, as it may be amended from time to time.

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Section 3. Administration.

The Program shall be administered by the Committee in accordance with and subject to the provisions of Section 3 of the Plan.

Section 4. Participation.

Each individual who is employed as an Eligible Participant on the first day of the Performance Period shall participate in the Program. An individual who first becomes employed as an Eligible Participant on or prior September 30, 2013 (March 31, 2013 in the case of an individual whose Award is intended to qualify for the performance-based compensation exception to the limitations on tax deductibility imposed by Section 162(m) of the Code), may participate in the Program in the discretion of the Committee (or, in the case of offices below the level of Senior Vice President, its delegate). An individual employed by Atlas, including an Eligible Participant, may be awarded incentive compensation outside the Program in lieu of or in addition to awards, if any, under the Program.

Section 5. Section 5: Determination of Awards.

5.1. Target Bonus Award. The target cash bonus payable under an Award for the Performance Period will be the amount established by the Committee (or, in the case of offices below the level of Senior Vice President, its delegate), for each Participant classification (the “Target Bonus Amount”).

5.2. Performance Measures. Payment of a cash bonus Award is conditioned upon written certification by the Committee of satisfaction of the achievement of certain relative ROIC and EBITDA Growth levels as described below (the “Performance Criteria”) during the period beginning January 1, 2013 and ending December 31, 2015 (the “Performance Period”), as compared to the ROIC and EBITDA Growth of the companies listed in Annex A attached hereto (the “Peer Companies”) for the same period.¹ The actual cash bonus Award amount (the “Payable Amount”) shall be determined in accordance with Annex B hereto (the “Performance Plan Matrix”). Each cell of the Performance Plan Matrix sets forth in percentage terms the amount of the Target Bonus Amount that will become the Payable Amount. By way of example only, at 100% achievement, the Participant will receive as the Payable Amount the Target Bonus Amount; at 200% achievement the Participant will receive as the Payable Amount 200% of the Target Bonus Amount; at 72% achievement, the Participant will receive as the Payable Amount 72% percent of the Target Bonus Amount; and at zero percent achievement, the holder will not be entitled to receive any Payable Amount. In no event shall the Payable Amount exceed, for any Participant, the maximum amount specified in Section 4(c) of the Plan.

(1) ROIC for the Company shall be measured against ROIC for the Peer Companies as set forth in the Performance Unit Plan Matrix. “ROIC” for the Company and each Peer Company shall mean a fraction where the numerator is cumulative NOPAT over the Performance Period and the denominator is Average Invested Capital (calculated as the

¹  For peer companies not on a December 31 fiscal year, the average mentioned in Section 2 shall be calculated for the twelve month period ended December 31.

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average of capital for 2013, 2014 and 2015), in each case calculated in accordance with generally accepted accounting principles (“GAAP”). “NOPAT” is defined as operating income minus Cash Tax Paid. “Cash Tax Paid” is defined as income taxes as reflected on the income statement minus deferred taxes as reflected on the cash flow statement. “Average Invested Capital” is defined as the average of the beginning and ending Invested Capital during the year. “Invested Capital” is defined as capital lease obligations, plus short and long term debt plus total stockholders equity minus an amount equal to cash and cash equivalents. Invested Capital shall exclude investment amounts associated with aircraft acquisition until the first time that such aircraft is flown under a customer contract at which time all amounts accrued with respect to such aircraft shall be considered in the Average Invested Capital calculation from such date. Invested Capital shall be reduced by the amount of any investments held in the Company’s direct or indirect debt securities that remain outstanding and that have not otherwise been defeased.

(2) EBITDA Growth for the Company shall be measured against EBITDA Growth for the Peer Companies as set forth in the Performance Unit Plan Matrix. “EBITDA” shall mean income from continuing operations, before interest, income taxes, depreciation expense and amortization expense. EBITDA Growth for the Company and each Peer Company shall be calculated by averaging the percentage increase or decrease in EBITDA for each of the three years ended December 31 in the Performance Period. EBITDA increase or decrease for each twelve month period shall be calculated by subtracting EBITDA for the twelve months ended December 31 for the prior year from EBITDA for the twelve months ended December 31 for the current year and dividing the resulting difference in EBITDA by the EBITDA for the twelve months ended December 31 for the prior year. This calculation will be performed for the Company and for each Peer Company.

(3) The calculations for ROIC and EBITDA shall be adjusted for the following non-recurring items to the extent reflected on the Company’s or the peer companies’ financial statements: (i) any loss or gain resulting from the early extinguishment of debt, (ii) the cumulative effect of a change in accounting principles, (iii) asset impairment charges or (iv) extraordinary items under GAAP. These adjustments shall be made on an “After-tax basis” with respect to ROIC and on a pre-tax basis with respect to EBITDA. “After-tax basis” shall mean the product of the amount of each non-recurring item times the difference between one and the cash tax rate as published in the Company’s and each peer group company’s annual report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, for the respective fiscal year or 12 month measurement period. The ROIC ratio will exclude the unconsolidated results of Polar Air Cargo Worldwide.

Section 6. Payment of Awards under this Program.

6.1. General. A Participant will be entitled to receive payment, if any, under an Award if the Participant is still employed by Atlas on December 31, 2015. A Participant will receive an Award in the manner and at the times set forth in Sections 6.2, 6.3 and 6.4.

6.2. Time of Payment. Any Payable Amount for an Award for the Performance Period shall be paid by Atlas within two weeks following certification by the Committee (as required by Section 162(m) of the Code) as to achievement of the performance goal (the “Determination Date”) following the completion of the year-end audit for the last year of the Performance Period, but in no event later than December 31, 2016.

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6.3. Form of Payment. All Payable Amounts for an Award shall be paid in cash.

6.4. Termination of Employment.

(a) General. Except as provided otherwise in this Section 6.4, a Participant whose employment terminates for any reason prior to the last day of the Performance Period shall forfeit such Award.

(b) Death or Termination by Reason of Disability. In the event of death or a termination by the Company of the Participant’s employment with the Company or its Subsidiaries (a “Termination of Service”) by reason of the Participant’s Disability occurring after January 1, 2013, but before the end of the Performance Period, the portion of the Award that will be payable is calculated by dividing the number of days from January 1, 2013 until the date of Termination of Service by reason of Disability or death, by the total number of days in the Performance Period, and multiplying that fraction by the Payable Amount. Subject to Section 7, the reduced (prorated) Payable Amount, if any (calculated as provided in Section 5.2) shall not be payable until after the Determination Date. For purposes of this Agreement, a Termination of Service shall be deemed to be by reason of “Disability” if upon such Termination of Service, the Participant shall have been continuously disabled from performing the duties assigned to the Participant for a period of not less than six consecutive calendar months and such Disability shall be deemed to have commenced on the date following the end of such six consecutive calendar months.

(c) Termination by the Company Not For Cause. In the event of Termination of Service of the Participant by reason of an involuntary termination by the Company and its Subsidiaries not for Cause occurring after the date hereof, but before January the end of the Performance Period, the portion of the Award that will be payable, if any, is calculated by dividing the number of days from January 1, 2013 until the date of the Termination of Service by reason of an involuntary termination not for Cause, by the total number of days in the Performance Period, multiplied by the Payable Amount. Subject to Section 7, the reduced (prorated) Payable Amount, if any (calculated as provided in Section 5.2 shall not be delivered until after the Determination Date. For purposes of this Agreement, “Cause” shall mean (i) the Participant’s refusal or failure (other than during periods of illness or disability) to perform the Participant’s material duties and responsibilities to the Company or its Subsidiaries, (ii) the conviction or plea of guilty or nolo contendere of the Participant in respect of any felony, other than a motor vehicle offense, (iii) the commission of any act which causes material injury to the reputation, business or business relationships of the Company or any of its Subsidiaries including, without limitation, any breach of written policies of the Company with respect to trading in securities, (iv) any other act of fraud, including, without limitation, misappropriation, theft or embezzlement, or (v) a violation of any applicable material policy of the Company or any of its Subsidiaries, including, without limitation, a violation of the laws against workplace discrimination.

4

(d) Other Terminations of Service. Except as provided for herein or in the Plan, any Termination of Service of the Participant occurring prior to the end of the Performance Period (including a Termination of Service initiated by the Participant) and before a Change in Control of the Company, shall result in the immediate and automatic termination and forfeiture of the Award.

Section 7. Change in Control.

In the event the Company undergoes a Change in Control, Awards will be determined and paid in accordance with this Section 7 based on the assumption that the Company has achieved a level of 200% on the Performance Plan Matrix for the Performance Period. Payable Amounts will be paid in full in connection with and immediately before a Change in Control. For purposes of this Program, “Change in Control of the Company” shall mean a “change in control event” (as that term is defined at Section 1.409A-3(i)(5) of the Treasury Regulations) with respect to the Company, which generally will include the following events, subject to such additional rules and requirements as may be set forth in the Treasury Regulations and related guidance:

(1) a transfer or issuance of stock of the Company, where stock in the Company remains outstanding after the transaction, and one person, or more than one person acting as a group (as determined under the Treasury Regulations), acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company (however, if a person or group is considered to own more than 50% of the total fair market value or 30% of the total voting power of the stock of the Company, the acquisition of additional stock by the same person or group will not be considered a change in control for purposes of this Section 7);

(2) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of ownership of stock possessing 30% or more of the total voting power of the Company (however, if a person or group is considered to control the Company within the meaning of this sentence (i.e., owns stock of the Company possessing 30% of the total voting power of the Company), then the acquisition of additional control will not be considered a change in control for purposes of this Section 7);

(3) the replacement of a majority of members of the Company’s Board of Directors during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the appointment or election; or

(4) the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company, as determined under the Treasury Regulations (however, a transfer of assets to certain related persons, as provided under the Treasury Regulations, or to an entity that is controlled by the shareholders of the Company immediately after the transfer, will not be considered a change in control for purposes of this Section 7).

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Section 8. Beneficiary Designation.

8.1. Designation and Change of Designation. Each Participant shall file with Atlas a written designation of one or more persons as the Beneficiary who shall be entitled to receive the Award, if any, payable under the Program upon the Participant’s death. A Participant may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with Atlas. The last such designation received by Atlas shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by Atlas prior to the Participant’s death, and in no event shall it be effective as of any date prior to such receipt.

8.2. Absence of Valid Designation. If no such Beneficiary designation is in effect at the time of a Participant’s death, or if no designated Beneficiary survives the Participant, or if such designation conflicts with law, the Participant’s estate shall be deemed to have been designated as the Participant’s Beneficiary and shall receive the payment of the amount, if any, payable under the Program upon his death. If Atlas is in doubt as to the right of any person to receive such amount, Atlas may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or Atlas may pay such amount into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Program and Atlas therefor.

Section 9. General Provisions.

9.1. Plan to be Unfunded. The Program is intended to constitute an unfunded incentive compensation arrangement. Nothing contained in the Program, and no action taken pursuant to the Program, shall create or be construed to create a trust of any kind. A Participant’s right to receive an Award shall be no greater than the right of an unsecured general creditor of Atlas. All Awards shall be paid from the general funds of Atlas, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such Awards. There shall not vest in any Participant or Beneficiary any right, title, or interest in and to any specific assets of Atlas.

9.2. Section 409A of the Code. Awards under the Program are intended to satisfy the requirements of Section 409A of the Code and shall be construed and administered accordingly. Notwithstanding anything to the contrary in this Program, if at the time of the Participant’s termination of employment, the Participant is a “specified employee,” as defined below, any and all amounts payable under this Program on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b), as determined by Atlas in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Program, all references to “termination of employment” and

6

correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Treasury regulation Section 1.409A-1(i). Notwithstanding anything to the contrary in the Program, neither the Company, nor any affiliate, nor the Committee, nor any person acting on behalf of the Company, any affiliate, or the Committee, shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 9.3 shall limit the ability of the Committee or the Company to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such tax or additional tax.

9.3. Rights Limited. Nothing contained in the Program shall give any Eligible Participant the right to continue in the employment of Atlas, or limit the right of Atlas to discharge an Eligible Participant.

9.4. Governing Law. The Program shall be construed and governed in accordance with the laws of the State of New York.

9.5. Taxes. There shall be deducted from all amounts paid under the Program all federal, state, local and other taxes required by law to be withheld with respect to such payments.

Section 10. Amendment, Suspension, or Termination.

The Committee reserves the right to amend, suspend, or terminate the Program at any time.

7

Annex A

Peer Group

AERCAP

AIRCASTLE LIMITED

ARKANSAS BEST CORPORATION

AIR TRANSPORT SERVICES GROUP (ATSG)

BRISTOW GROUP

CSX CORPORATION

DELTA AIRLINES

GATX CORPORATION

HORIZON LINES, INC.

J.B. HUNT TRANSPORT SERVICES, INC.

JETBLUE AIRWAYS

KANSAS CITY SOUTHERN

MATSON, INC.

NORFOLK SOUTHERN

PARKER DRILLING COMPANY

REPUBLIC AIRWAYS

RYDER SYSTEMS, INC.

SKYWEST AIRLINES

SOUTHWEST AIRLINES

TAL INTERNATIONAL

TIDEWATER INC.

8

Annex B

Performance Unit Plan Matrix

		Performance Relative to Peer Group: ROIC
		Bottom     Quartile	26th – 44th   Percentile	45th – 55th   Percentile	56th – 75th   Percentile	Top Quartile
Performance Relative to Peer Group: EBITDA Growth	Top Quartile	100%	135%	150%	175%	200%
	56th – 75th Percentile	75%	100%	135%	150%	175%
	45th – 55th Percentile	50%	75%	100%	135%	150%
	26th – 44th Percentile	0%	50%	75%	100%	135%
	Bottom Quartile	0%	0%	50%	75%	100%

For measurement purposes, the 45^th to 55^th percentile box of Annex B (“Center Box”), as well as the 26^th – 44^th percentile and the 56^th – 75^th percentile boxes, will be populated with four companies and the top quartile and the bottom quartile will be populated with five companies, for a total of twenty-two companies, which includes the peer group companies and the Company.

If ROIC or EBITDA information is unavailable for one of the companies listed above, then such company shall be omitted from the peer group and from any and all calculations under this Agreement, and the companies comprising the Center Box will be accordingly reduced. If another company shall be omitted from the peer group, the Center Box will then again be reduced by one company, and if a further reduction is required, the 26^th to 44^th percentile box of Annex B will then be reduced by one company, and then the 56^th to 75^th percentile box of Annex B, and then again 26^th to 44^th percentile box of Annex B, and so on.

9

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

I, William J. Flynn, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Atlas Air Worldwide Holdings, Inc.;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the Financial Statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 2, 2013	/s/ William J. Flynn
	William J. Flynn
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

I, Spencer Schwartz, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Atlas Air Worldwide Holdings, Inc.;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the Financial Statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting ( as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 2, 2013	/s/ Spencer Schwartz
	Spencer Schwartz
	Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Section 1350 Certifications

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Atlas Air Worldwide Holdings, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission (the “Report”), we, William J. Flynn and Spencer Schwartz, Chief Executive Officer and Chief Financial Officer, respectively, of the Company certify that to our knowledge:

1. the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 2, 2013

/s/ William J. Flynn

William J. Flynn

President and Chief Executive Officer

/s/ Spencer Schwartz

Spencer Schwartz

Senior Vice President and Chief Financial Officer

XML

Leases and Aircraft Purchase Commitments Narrative (Detail)	Mar. 31, 2013
Leases And Aircraft Purchase Commitments Details [Abstract]
Number of 747-8F aircraft agreed to be purchased pursuant to the Boeing 747-8F Agreement	12
Number of additional 747-8F aircraft with rights to purchase	13
747-8F aircraft purchases terminated	3
747-8F aircraft ordered pursuant to the Boeing 747-8F Agreement after terminations	9
747-8F aircraft purchased and delivered	8

XML

Accumulated Other Comprehensive Income (Loss) Narrative (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated Other Comprehensive Income Loss Narrative Details [Abstract]
Unamortized realized loss in Accumulated other comprehensive income (loss) related to forward-starting interest rate swaps	$ 22.1
Realized loss on interest rate derivatives in earnings as a component of Interest expense	0.8	0.3
Realized losses related to forward-starting interest rate swaps expected to be reclassified into earnings within the next 12 months	$ 3.0

XML

Financial Instruments Fair Value Table (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 330,311	$ 409,763	$ 166,649	$ 187,111
Short-term investments	13,638	10,119
Long-term investments and accrued interest	131,181	140,498
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	330,311	409,763
Short-term investments	13,638	10,119
Long-term investments and accrued interest	131,181	140,498
Financial instruments assets	475,130	560,380
Liabilities
Ex-Im Bank guaranteed notes	549,334	560,078
Term loans	626,493	450,652
EETCs	283,713	293,312
Financial instruments liabilities	1,459,540	1,304,042
Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and cash equivalents	330,311	409,763
Short-term investments	13,638	10,119
Long-term investments and accrued interest	176,486	177,740
Financial instruments assets	520,435	597,622
Liabilities
Ex-Im Bank guaranteed notes	543,746	556,742
Term loans	633,323	461,530
EETCs	314,287	325,187
Financial instruments liabilities	1,491,356	1,343,459
Fair Value, Inputs, Level 1 [Member]
Assets
Cash and cash equivalents	330,311	409,763
Short-term investments	0	0
Long-term investments and accrued interest	0	0
Financial instruments assets	330,311	409,763
Liabilities
Ex-Im Bank guaranteed notes	0	0
Term loans	0	0
EETCs	0	0
Financial instruments liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Assets
Cash and cash equivalents	0	0
Short-term investments	0	0
Long-term investments and accrued interest	0	0
Financial instruments assets	0	0
Liabilities
Ex-Im Bank guaranteed notes	0	0
Term loans	0	0
EETCs	0	0
Financial instruments liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Assets
Cash and cash equivalents	0	0
Short-term investments	13,638	10,119
Long-term investments and accrued interest	176,486	177,740
Financial instruments assets	190,124	187,859
Liabilities
Ex-Im Bank guaranteed notes	543,746	556,742
Term loans	633,323	461,530
EETCs	314,287	325,187
Financial instruments liabilities	$ 1,491,356	$ 1,343,459

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Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2013

Accrued Liabilities Tables [Abstract]

Accrued Liabilities

	March 31, 2013		December 31, 2012
Maintenance	$	58,253	$	38,475
Salaries, wages and benefits		26,143		32,734
Deferred revenue		22,301		18,619
Aircraft fuel		19,665		19,882
Other		40,648		42,757
Accrued liabilities	$	167,010	$	152,467

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Stock Repurchase (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Treasury Stock Details [Abstract]
Amount authorized for the repurchase of common stock	$ 100.0
Average cost per share of treasury stock acquired under the repurchase program	$ 40.40
Treasury Stock Repurchase Initial Delivery	427,168
Treasury Stock Repurchase Minimum Aggregate Purchase Price	25.0
Treasury Stock Repurchase Maximum Aggregate Purchase Price	50.0
Treasury Stock Repurchase Additional Delivery	476,133
Treasury Stock Repurchase Aggregate Shares	903,301
Treasury Stock Repurchase Aggregate Purchase Price	36.5
Treasury Stock Repurchase Adjustment, Refund	$ 13.5

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Debt Monetary (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Debt [Abstract]
First 2013 Term Loan Face Value	$ 119.5
First 2013 Term Loan Final Payment	62.4
First 2013 Bridge Loan Face Value	$ 105.4

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Income Tax Disclosure Narrative Percentages (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Tax Disclosure Narrative Percentage Details [Abstract]
Effective Income Tax Expense (Benefit)	(97.40%)	39.80%
ETI Income Tax Benefit	$ (14.2)

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Consolidated Statements of Stockholders' Equity (Parentheticals)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements of Stockholders Equity
Purchase of shares of treasury stock	519,185	68,591
Issuance of shares of restricted stock	232,603	185,467

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Earnings Per Share Table (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Numerator:
Net Income Attributable to Common Stockholders	$ 20,078	$ 12,835
Denominator:
Basic EPS weighted average shares outstanding	26,330	26,360
Effect of dilutive stock options and restricted stock	109	128
Diluted EPS weighted average shares outstanding	26,439	26,488
EPS:
Basic	$ 0.76	$ 0.49
Diluted	$ 0.76	$ 0.48

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Basis of Presentation (Detail)	Mar. 31, 2013
Basis Of Presentation Details [Abstract]
Equity interest in PACW	51.00%
Voting interest in PACW	75.00%

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income (Loss) Tables [Abstract]

Components of Accumulated Other Comprehensive Income (Loss)

		Interest Rate		Foreign Currency
		Derivatives		Translation		Total
Balance as of December 31, 2012		$	(14,618)	$	355	$	(14,263)
	Reclassification into earnings		770		-		770
	Translation adjustment		-		(154)		(154)
	Tax effect		(279)		-		(279)
Balance as of March 31, 2013		$	(14,127)	$	201	$	(13,926)

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Earnings Per Share Narrative (Detail) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share Details [Abstract]
Antidilutive options	0	0
Restricted shares and units in which performance or market conditions were not satisfied	0.6	0.4

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Related Parties (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Variable Interest Entities And Off Balance Sheet Arrangements Details [Abstract]
Investment in GATS	$ 12.3

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Related Parties Percentages (Detail)	Mar. 31, 2013
Dhl Investment And Polar Percentages [Abstract]
DHL equity interest in Polar	49.00%
DHL voting interest in Polar	25.00%
Ownership interest in GATS	50.00%

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Consolidated Statements of Stockholders' Equity (USD $) In Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total Stockholders' Equity	Noncontrolling Interest
Balance at Dec. 31, 2011	$ 1,141,375	$ 275	$ (41,499)	$ 525,670	$ (15,683)	$ 668,749	$ 1,137,512	$ 3,863
Net Income	10,940					12,835	12,835	(1,895)
Other comprehensive income (loss)	177	0	0	0	(236)	0	(236)	59
Stock option and restricted stock compensation	4,604	0	0	4,604	0	0	4,604	0
Purchase of shares of treasury stock	(3,188)	0	(3,188)	0	0	0	(3,188)	0
Issuance of shares of restricted stock	0	2	0	(2)	0	0	0	0
Tax benefit on restricted stock and stock options	617	0	0	617	0	0	617	0
Balance at Mar. 31, 2012	1,154,171	277	(44,687)	530,889	(15,919)	681,584	1,152,144	2,027
Balance at Dec. 31, 2012	1,288,104	277	(44,850)	544,421	(14,263)	798,676	1,284,261	3,843
Net Income	20,103					20,078	20,078	25
Other comprehensive income (loss)	(177)	0	0	0	337	0	337	(160)
Stock option and restricted stock compensation	3,644	0	0	3,644	0	0	3,644	0
Purchase of shares of treasury stock	(24,233)	0	(24,233)	0	0	0	(24,233)	0
Issuance of shares of restricted stock	0	2	0	(2)	0	0	0	0
Prepayment of accelerated share repurchase	30,000	0	0	(30,000)	0	0	(30,000)	0
Tax benefit on restricted stock and stock options	581	0	0	581	0	0	581	0
Balance at Mar. 31, 2013	$ 1,258,376	$ 279	$ (69,083)	$ 518,644	$ (13,926)	$ 818,754	$ 1,254,668	$ 3,708

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DHL Investment and Polar Table (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
DHL Investment and Polar Table Details [Line Items]
ACMI revenue from Polar	$ 70,847	$ 60,694
Other revenue from Polar	2,847	2,837
Ground handling and airport fees paid to Polar	327	998
Receivables from Polar	4,713		4,264
Payables to Polar	121		140
Aggregate carrying value of Polar investment	$ 4,870		$ 4,870

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Segment Reporting (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating Revenue
ACMI	$ 181,170	$ 154,703
AMC Charter	98,037	121,294
Commercial Charter	91,100	76,947
Dry Leasing	3,747	2,945
Other	3,282	3,415
Total Operating Revenue	377,336	359,304
Direct Contribution
ACMI	39,944	24,154
AMC Charter	12,737	20,581
Commercial Charter	(8,685)	1,876
Dry Leasing	1,176	1,336
Total Direct Contribution for Reportable Segments	45,172	47,947
Unallocated income and expenses	(35,012)	(29,969)
Gain on disposal of aircraft	23	196
Income before income taxes	10,183	18,174
Interest income	(5,176)	(4,909)
Interest expense	18,440	13,963
Capitalized interest	(1,402)	(6,352)
Other expense (income), net	552	(297)
Operating Income	$ 22,597	$ 20,579

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 330,311	$ 409,763
Short-term investments	13,638	10,119
Accounts receivable, net of allowance	145,137	127,704
Prepaid maintenance	21,896	22,293
Deferred taxes	27,996	26,390
Prepaid expenses and other current assets	35,597	36,726
Total current assets	574,575	632,995
Property and Equipment
Flight equipment	2,506,699	2,209,782
Ground equipment	42,852	39,230
Less: accumulated depreciation	(201,150)	(185,419)
Purchase deposits for flight equipment	71,814	147,946
Property and equipment, net	2,420,215	2,211,539
Other Assets
Long-term investments and accrued interest	131,181	140,498
Deposits and other assets	130,025	132,120
Intangible assets, net	34,375	35,533
Total Assets	3,290,371	3,152,685
Current Liabilities
Accounts payable	25,937	20,789
Accrued liabilities	167,010	152,467
Current portion of long-term debt	230,124	154,760
Total current liabilities	423,071	328,016
Other Liabilities
Long-term debt	1,229,416	1,149,282
Deferred taxes	253,199	265,384
Other liabilities	126,309	121,899
Total other liabilities	1,608,924	1,536,565
Commitments and contingencies	0	0
Equity
Preferred stock	0	0
Common stock	279	277
Additional paid-in-capital	518,644	544,421
Treasury stock, at cost	(69,083)	(44,850)
Accumulated other comprehensive loss	(13,926)	(14,263)
Retained earnings	818,754	798,676
Total stockholders equity	1,254,668	1,284,261
Noncontrolling interest	3,708	3,843
Total equity	1,258,376	1,288,104
Total Liabilities and Equity	$ 3,290,371	$ 3,152,685

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Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	$ (14,263)
Reclassification into earnings	770	253
Translation adjustment	(154)
Income tax benefit (expense)	279	(167)
Balance	(13,926)
Interest Rate Derivatives
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	(14,618)
Reclassification into earnings	770
Translation adjustment	0
Income tax benefit (expense)	(279)
Balance	(14,127)
Foreign Currency Translation
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	355
Reclassification into earnings	0
Translation adjustment	(154)
Income tax benefit (expense)	0
Balance	$ 201

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Comprehensive Income
Net Income	$ 20,103	$ 10,940
Interest rate derivatives:
Net change in fair value	0	(713)
Reclassification into earnings	770	253
Income tax benefit (expense)	(279)	167
Foreign currency translation:
Translation adjustment	(314)	157
Income tax benefit (expense)	0	41
Other comprehensive income (loss)	177	(177)
Comprehensive Income	20,280	10,763
Less: Comprehensive income (loss) attributable to noncontrolling interests	(135)	(1,836)
Comprehensive Income Attributable to Common Stockholders	$ 20,415	$ 12,599

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Accrued Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accrued Liabilities Details [Abstract]
Maintenance	$ 58,253	$ 38,475
Salaries, wages and benefits	26,143	32,734
Deferred revenue	22,301	18,619
Aircraft fuel	19,665	19,882
Other	40,648	42,757
Accrued liabilities	$ 167,010	$ 152,467

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Income Taxes

13. Income Taxes

Our effective income tax rates were a benefit of 97.4% for the three months ended March 31, 2013and an expense of 39.8% for the three months ended March 31, 2012. The effective rate for the three months ended March 31, 2013 differs from the U.S. federal statutory rate primarily due to an income tax benefit of $14.2 million related to extraterritorial income (“ETI”) from certain of our aircraft. We recognized this income tax benefit based on a decision in a recent court case. The effective rates for both three month periods also differ from the U.S. federal statutory rate due to the income tax impact of global operations, U.S. state income taxes, the non-deductibility of certain expenses for tax purposes, and the relationship of these items to our projected operating results for the year. For interim accounting purposes, we recognize income taxes using an estimated annual effective tax rate.

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Debt (Detail)	Mar. 31, 2013
Debt [Abstract]
First 2013 Term Loan Collateral Aircraft Serial Number	MSN 32601
First 2013 Bridge Loan Collateral Aircraft Tail Number	Tail # N854GT
First 2013 Term Loan Term	89 months
First 2013 Bridge Loan Term	6 months

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Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Financial Instruments Tables [Abstract]

Carrying Amount, Estimated Fair Value and Classification of Our Financial Instruments

		March 31, 2013
			Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	330,311	$	330,311	$	330,311	$	-	$	-
	Short-term investments		13,638		13,638		-		-		13,638
	Long-term investments and accrued interest		131,181		176,486		-		-		176,486
		$	475,130	$	520,435	$	330,311	$	-	$	190,124
Liabilities
	Term loans	$	626,493	$	633,323	$	-	$	-	$	633,323
	Ex-Im Bank guaranteed notes		549,334		543,746		-		-		543,746
	EETCs		283,713		314,287		-		-		314,287
		$	1,459,540	$	1,491,356	$	-	$	-	$	1,491,356

		December 31, 2012
			Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	409,763	$	409,763	$	409,763	$	-	$	-
	Short-term investments		10,119		10,119		-		-		10,119
	Long-term investments and accrued interest		140,498		177,740		-		-		177,740
		$	560,380	$	597,622	$	409,763	$	-	$	187,859
Liabilities
	Term loans	$	450,652	$	461,530	$	-	$	-	$	461,530
	Ex-Im Bank guaranteed notes		560,078		556,742		-		-		556,742
	EETCs		293,312		325,187		-		-		325,187
		$	1,304,042		1,343,459		-		-		1,343,459

Carrying Value, Gross Unrealized Gain (Loss) and Fair Value of Our Long-term Investments by Contractual Maturity

		March 31, 2013						December 31, 2012
			Carrying Value		Gross Unrealized Gain (Loss)		Fair Value		Carrying Value		Gross Unrealized Gain (Loss)		Fair Value
Debt securities
Due after one but within five years		$	-	$	-	$	-	$	8,365	$	1,404	$	9,769
Due after five but within ten years		$	131,181	$	45,305	$	176,486	$	132,133	$	35,838	$	167,971
	Total	$	131,181	$	45,305	$	176,486	$	140,498	$	37,242	$	177,740

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating Activities:
Net Income Attributable to Common Stockholders	$ 20,078	$ 12,835
Net income (loss) attributable to noncontrolling interests	25	(1,895)
Net Income	20,103	10,940
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and amortization	21,063	16,405
Accretion of debt securities discount	(2,327)	(2,167)
Provision for allowance for doubtful accounts	(67)	709
Gain on disposal of aircraft	(23)	(196)
Deferred taxes	(9,848)	6,580
Stock-based compensation expense	3,644	4,604
Changes in:
Accounts receivable	(6,584)	(4,855)
Prepaid expenses and other current assets	7,227	3,497
Deposits and other assets	815	(2,251)
Accounts payable and accrued liabilities	20,386	(15,178)
Net cash provided by operating activities	54,389	18,088
Investing Activities:
Capital expenditures	(10,548)	(10,726)
Purchase deposits and delivery payments for flight equipment	(235,492)	(42,936)
Investment in debt securities	0	(1,179)
Proceeds from short-term investments	2,426	2,660
Proceeds from insurance	9,109	0
Proceeds from disposal of aircraft	400	415
Net cash used for investing activities	(234,105)	(51,766)
Financing Activities:
Proceeds from debt issuance	224,848	35,695
Purchase of treasury stock	(24,233)	(3,188)
Prepayment of accelerated share repurchase	(30,000)
Excess tax benefit from stock-based compensation expense	581	617
Payment of debt issuance costs	(357)	(1,596)
Payments of debt	(70,575)	(18,312)
Net cash provided by (used for) financing activities	100,264	13,216
Net increase (decrease) in cash and cash equivalents	(79,452)	(20,462)
Cash and cash equivalents at the beginning of period	409,763	187,111
Cash and cash equivalents at the end of period	$ 330,311	$ 166,649

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Consolidated Balance Sheets
Allowance for doubtful accounts receivable	$ 4,009	$ 3,172

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Segment Reporting

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment Reporting

8. Segment Reporting

We have the following four reportable segments: ACMI (which includes CMI), AMC Charter, Commercial Charter and Dry Leasing. We use an economic performance metric (“Direct Contribution”) that shows the profitability of each segment after allocation of direct operating costs. The following table sets forth Operating Revenue and Direct Contribution for our reportable business segments reconciled to Operating Income and Income before Income Taxes:

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Operating Revenue:
ACMI	$	181,170	$	154,703
AMC Charter		98,037		121,294
Commercial Charter		91,100		76,947
Dry Leasing		3,747		2,945
Other		3,282		3,415
Total Operating Revenue	$	377,336	$	359,304

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Direct Contribution:
ACMI	$	39,944	$	24,154
AMC Charter		12,737		20,581
Commercial Charter		(8,685)		1,876
Dry Leasing		1,176		1,336
Total Direct Contribution for Reportable Segments		45,172		47,947
Add back (subtract):
Unallocated income and expenses		(35,012)		(29,969)
Gain on disposal of aircraft		23		196
Income before Income Taxes		10,183		18,174
Add back (subtract):
Interest income		(5,176)		(4,909)
Interest expense		18,440		13,963
Capitalized interest		(1,402)		(6,352)
Other expense (income), net		552		(297)
Operating Income	$	22,597	$	20,579

We are exposed to a concentration of revenue to the AMC andPolar (see Note 3). No other customer accounted for 10.0% or more of our Total Operating Revenue. We have not experienced credit issues with either of these customers.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	Apr. 30, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Document period end date	Mar. 31, 2013
Amendment flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013
Current fiscal year end date	--12-31
Entity central index key	0001135185
Entity current reporting status	Yes
Entity filer category	Large Accelerated Filer
Entity registrant name	ATLAS AIR WORLDWIDE HOLDINGS INC
Entity voluntary filers	No
Entity well known seasoned issuer	Yes
Entity common stock shares outstanding		25,829,120

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Legal Proceedings

3 Months Ended

Mar. 31, 2013

Labor And Legal Proceedings [Abstract]

Labor and Legal Proceedings

9. Legal Proceedings

Department of Justice Investigation and Related Litigation

In 2010, Old Polar entered into a plea agreement with the United States Department of Justice (the "DOJ") relating to the previously disclosed DOJ investigation concerning alleged manipulation by cargo carriers of fuel surcharges and other rate components for air cargo services (the “DOJ Investigation”).

As a result of the DOJ Investigation, the Company and Old Polar have been named defendants, along with a number of other cargo carriers, in several class actions in the United States arising from allegations about the pricing practices of a number of air cargo carriers that have now been consolidated for pre-trial purposes in the United States District Court for the Eastern District of New York. The consolidated complaint alleges, among other things, that the defendants, including the Company and Old Polar, manipulated the market price for air cargo services sold domestically and abroad through the use of surcharges, in violation of United States, state, and European Union antitrust laws. The suit seeks treble damages and injunctive relief.

In 2007, the Company and Old Polar commenced an adversary proceeding in bankruptcy court against each of the plaintiffs in this class action litigation seeking to enjoin the plaintiffs from prosecuting claims against the Company and Old Polar that arose prior to 2004, the date on which the Company and Old Polar emerged from bankruptcy. In 2007, the plaintiffs consented to the injunctive relief requested and the bankruptcy court entered an order enjoining plaintiffs from prosecuting Company claims arising prior to 2004.

The court in the antitrust class actions has heard and decided a number of procedural motions. Among those was the plaintiffs' motion to join Polar Air Cargo Worldwide, Inc. as an additional defendant, which the court granted on April 13, 2011. There was substantial pre-trial written discovery and document production, and a number of depositions were taken. The case is currently in the class certification phase, with motions and responses being submitted and additional depositions occurring. We are unable to reasonably predict the court's ruling on the motion or the ultimate outcome of the litigation.

The Company, Old Polar and a number of other cargo carriers have also been named as defendants in civil class action suits in the provinces of British Columbia, Ontario and Quebec, Canada that are substantially similar to the class action suits in the United States. The plaintiffs in the British Columbia case have indicated they do not intend to pursue their lawsuit against the Company and Old Polar. We are unable to reasonably predict the outcome of the litigation in Ontario and Quebec.

If the Company or Old Polar were to incur an unfavorable outcome in connection with one or more of the matters described above, such outcome is not expected to materially affect our business, financial condition, results of operations, and/or cash flows.

Brazilian Customs Claim

Old Polar was cited for two alleged customs violations in Sao Paulo, Brazil, relating to shipments of goods dating back to 1999 and 2000. Each claim asserts that goods listed on the flight manifest of two separate Old Polar scheduled service flights were not on board the aircraft upon arrival and therefore were improperly brought into Brazil. The two claims, which also seek unpaid customs duties, taxes and penalties from the date of the alleged infraction, are approximately $9.7 million in aggregate based on March 31, 2013 exchange rates.

In both cases, we believe that the amounts claimed are substantially overstated due to a calculation error when considering the type and amount of goods allegedly missing, among other things. Furthermore, we may seek appropriate indemnity from the shipper in each claim as may be feasible. In the pending claim for one of the cases, we have received an administrative decision dismissing the claim in its entirety, which remains subject to a mandatory appeal by the Brazil customs authorities. As required to defend such claims, we have made deposits pending resolution of these matters. The balances were $6.4 million as ofMarch 31, 2013 and $6.3 million as ofDecember 31, 2012, and are included in Deposits and other assets.

We are currently defending these and other Brazilian customs claims and the ultimate disposition of these claims, either individually or in the aggregate, is not expected to materially affect our financial condition, results of operations or cash flows.

Trademark Matters

Since 2005, we have been involved in ongoing litigation in Europe against Atlas Transport, an unrelated and unaffiliated entity, over the use of the name “Atlas”. Following application by us to register the mark “ATLAS AIR” in the European Union (“EU”), opposition from Atlas Transport and follow-up filings by us, the Office for Harmonization in the Internal Market (“OHIM”), which handles trademark matters in the EU, declared Atlas Transport's own trademark “ATLAS” partially invalid because of the prior existence of our Benelux trademark registration.  In 2008, OHIM's First Board of Appeal upheld the lower panel's decision, and Atlas Transport appealed that decision to the EU General Court (formally the Court of First Instance), which upheld the court's decision on May 18, 2011. Atlas Transport appealed that ruling to the European Court of Justice (“ECJ”). On March 9, 2012, the ECJ denied the appeal, bringing to an end that aspect of the OHIM proceedings. The Company's request for OHIM to resume another aspect of the proceedings remains pending.

In 2007, Atlas Transport also filed a lawsuit in the Netherlands challenging the validity of our Benelux trademark. In 2009, following completion of its proceedings, the court issued a judgment in favor of us. Atlas Transport appealed that decision to the Dutch Court of Appeal, but the judgment took effect immediately upon entry. The appeal remains pending.

In 2009, Atlas Transport instituted a trademark infringement lawsuit against us in the regional court in Hamburg, Germany. The amended complaint alleges that Atlas Air has been unlawfully using Atlas Transport's trademark in Germany without permission and should be required to render information on the scope of use and pay compensation. In a supplementary motion, Atlas Transport asserts a cease and desist claim against Atlas Air, to be considered if the court denies the claim for compensation. On May 31, 2011, the court dismissed the case and Atlas Transport filed an appeal, which remains pending.

We believe that the ultimate disposition of these claims, either individually or in the aggregate, will not materially affect our financial condition, results of operations or cash flows.

Other

We have certain other contingencies incident to the ordinary course of business. Management believes that the ultimate disposition of such other contingencies is not expected to materially affect our financial condition, results of operations or cash flows.

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Consolidated Balance Sheets Shares (Parentheticals) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Consolidated Balance Sheets
Preferred stock par value	$ 1	$ 1
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Common stock par value	$ 0.01	$ 0.01
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	27,905,527	27,672,924
Common stock shares outstanding	26,156,859	26,443,441
Treasury stock shares	1,748,668	1,229,483

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Related Parties

3 Months Ended

Mar. 31, 2013

DHL Investment And Polar [Abstract]

DHL Investment And Polar

3. Related Parties

DHL Investment and Polar

DHL Network Operations (USA), Inc. (“DHL”), a subsidiary of Deutsche Post AG (“DP”), holds a 49% equity interest and a 25% voting interest in Polar. Polar is a variable interest entity that is not consolidated because we are not the primary beneficiary as the risks associated with the direct costs of operation are with DHL. Concurrent with the investment, under a 20-year blocked space agreement that was subsequently amended (the “BSA”), Polar provides air cargo capacity to DHL through Polar's network for DHL Express services. In addition to the BSA, we have several agreements between Atlas and Polar to provide ACMI, CMI, administrative, sales and ground support services to one another. Except for any liquidated damages that we could incur under these agreements, we do not have any continuing financial exposure to fund debt obligations or operating losses of Polar. The following table summarizes our transactions with Polar:

		For the Three Months Ended
Revenue and Expenses:		March 31, 2013		March 31, 2012
	ACMI segment revenue from Polar	$	70,847	$	60,694
	Other revenue from Polar	$	2,847	$	2,837
	Ground handling and airport fees paid to Polar	$	327	$	998
Accounts receivable/payable as of:		March 31, 2013		December 31, 2012
	Receivables from Polar	$	4,713	$	4,264
	Payables to Polar	$	121	$	140
Aggregate Carrying Value of Polar Investment as of:		March 31, 2013		December 31, 2012
		$	4,870	$	4,870

GATS

We hold a 50% equity and voting interest in Global Aviation Technical Solutions Co. Ltd. (“GATS”), a joint venture with an unrelated third party. The purpose of the joint venture is to purchase rotable parts and source repair services for those parts, primarily for our 747-8F aircraft. The joint venture is a variable interest entity and we have not consolidated GATS because we are not the primary beneficiary as we do not exercise financial control. As of March 31, 2013 and December 31, 2012, our investment in GATS was $12.3 million and our maximum exposure to losses from the entity is limited to our investment, which is composed primarily of rotableinventory parts. GATS does not have any third-party debt obligations.

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Recently Adopted Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

Recently Adopted Accounting Pronouncements [Abstract]

Recently Adopted Accounting Pronouncements

2. Recently Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board issued new guidance requiring additional information about reclassification adjustments out of accumulated other comprehensive income, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. The new guidance was effective as of the beginning of 2013 and its adoption did not have any impact on our financial condition, results of operations or cash flows.

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Related Parties (Tables)

3 Months Ended

Mar. 31, 2013

DHL Investment And Polar Tables [Abstract]

Summary of Our Transactions with Polar

		For the Three Months Ended
Revenue and Expenses:		March 31, 2013		March 31, 2012
	ACMI segment revenue from Polar	$	70,847	$	60,694
	Other revenue from Polar	$	2,847	$	2,837
	Ground handling and airport fees paid to Polar	$	327	$	998
Accounts receivable/payable as of:		March 31, 2013		December 31, 2012
	Receivables from Polar	$	4,713	$	4,264
	Payables to Polar	$	121	$	140
Aggregate Carrying Value of Polar Investment as of:		March 31, 2013		December 31, 2012
		$	4,870	$	4,870

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Stock Repurchase

3 Months Ended

Mar. 31, 2013

Treasury Stock [Abstract]

Treasury Stock Disclosure

10. Stock Repurchase

In 2008, we announced a stock repurchase program authorizing the repurchase of up to $100.0million of our common stock. Purchases may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual timing and amount of our repurchases will depend on company and market conditions. Repurchased shares are included in Treasury stock.

On February 19, 2013, we entered into an accelerated share repurchase program agreement (“ASR”) with a financial institution for the repurchase of our common stock for an aggregate purchase price of a minimum of $25.0 million up to a maximum of $50.0 million. As of March 31, 2013, we paid $50.0 million to the financial institution and received an initial delivery of 427,168 shares. We accounted for this ASR as a repurchase of common stock and as a forward contract indexed to our own common stock. We have determined that the forward contract met all of the applicable criteria for equity classification and, therefore, this ASR was not accounted for as a derivative instrument.

On April 25, 2013, the ASR was settled, and we received a refund of $13.5 million and an additional 476,133 shares. In the aggregate, we repurchased 903,301 shares for $36.5 million at an average cost of $40.40 per share under this ASR. The number of shares repurchased by us was generally based on the volume weighted average price of our common stock during the term of this ASR less a pre-determined discount.

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Debt

3 Months Ended

Mar. 31, 2013

Debt [Abstract]

Debt

6. Debt

On March 7, 2013, we entered into a $119.5 million term loan secured by a mortgage on a777-200LRF aircraft (manufacturer serial number 36201) for a period of 89 months with a final payment of $62.4 million due in July 2020 (the “First 2013 Term Loan”). In connection with entry into the First 2013 Term Loan, we paid usual and customary fees. The First 2013 Term Loan accrues interest at a variable rate, payable quarterly, at LIBOR plus a margin and contains customary covenants and events of default.

On March 28, 2013, we entered into a $105.4 million six-month term loan secured by a mortgage on a 747-8F aircraft (aircraft tail number N854GT) (the “First 2013 Bridge Loan”). In connection with entry into the First 2013 Bridge Loan, we paid usual and customary fees. The First 2013 Bridge Loan accrues interest at a variable rate, payable monthly, at LIBOR plus a margin and contains customary covenants and events of default.

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Financial Instruments

3 Months Ended

Mar. 31, 2013

Financial Instruments [Abstract]

Financial Instruments

4. Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified in the following hierarchy:

Level 1       Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2       Other inputs that are observable directly or indirectly, such as quoted prices in

active markets for similar assets or liabilities, or inactive quoted prices for identical

assets or liabilities in inactive markets;

Level 3       Unobservable inputs reflecting assumptions about the inputs used in pricing the

asset or liability.

We endeavor to utilize the best available information to measure fair value.

We maintain Cash and cash equivalents and Short-term investments, which include cash on hand, demand deposits, other cash investments that are highly liquid in nature and have original maturities of three months or less at acquisition, money market funds, certificates of deposit and the current portion of debt securities. The carrying value of Cash and cash equivalents and Short-term investments is based on cost, which approximates fair value.

Long-term investments consist of debt securities for which we have both the ability and the intent to hold until maturity. These investments are classified as held-to-maturity and reported at amortized cost. The fair value of our Long-term investments was based on a discounted cash flow analysis using the contractual cash flows of the investments and a discount rate derived from unadjusted quoted interest rates for debt securities of comparable risk. Such debt securities represent investments in Pass-Through Trust Certificates related to enhanced equipment trust certificates (“EETCs”) issued by Atlas in 1998, 1999 and 2000. Interest on debt securities and accretion of discounts using the effective interest method are included in Interest income.

The fair value of our EETCs was estimated based on Level 3 inputs. We obtained Level 2 inputs of quoted market prices of equipment notes issued under our EETCs and used them as a basis for valuing the EETCs.

The fair values of our term loans and the Export-Import Bank of the United States (“Ex-Im Bank”) guaranteed notes were based on a discounted cash flow analysis using current borrowing rates for instruments with similar terms.

The following table summarizes the carrying amount, estimated fair value and classification of our financial instruments as of:

		March 31, 2013
			Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	330,311	$	330,311	$	330,311	$	-	$	-
	Short-term investments		13,638		13,638		-		-		13,638
	Long-term investments and accrued interest		131,181		176,486		-		-		176,486
		$	475,130	$	520,435	$	330,311	$	-	$	190,124
Liabilities
	Term loans	$	626,493	$	633,323	$	-	$	-	$	633,323
	Ex-Im Bank guaranteed notes		549,334		543,746		-		-		543,746
	EETCs		283,713		314,287		-		-		314,287
		$	1,459,540	$	1,491,356	$	-	$	-	$	1,491,356

		December 31, 2012
			Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets
	Cash and cash equivalents	$	409,763	$	409,763	$	409,763	$	-	$	-
	Short-term investments		10,119		10,119		-		-		10,119
	Long-term investments and accrued interest		140,498		177,740		-		-		177,740
		$	560,380	$	597,622	$	409,763	$	-	$	187,859
Liabilities
	Term loans	$	450,652	$	461,530	$	-	$	-	$	461,530
	Ex-Im Bank guaranteed notes		560,078		556,742		-		-		556,742
	EETCs		293,312		325,187		-		-		325,187
		$	1,304,042		1,343,459		-		-		1,343,459

The following table presents the carrying value, gross unrealized gain (loss) and fair value of our long-term investments by contractual maturity as of:

		March 31, 2013						December 31, 2012
			Carrying Value		Gross Unrealized Gain (Loss)		Fair Value		Carrying Value		Gross Unrealized Gain (Loss)		Fair Value
Debt securities
Due after one but within five years		$	-	$	-	$	-	$	8,365	$	1,404	$	9,769
Due after five but within ten years		$	131,181	$	45,305	$	176,486	$	132,133	$	35,838	$	167,971
	Total	$	131,181	$	45,305	$	176,486	$	140,498	$	37,242	$	177,740

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Accrued Liabilities

3 Months Ended

Mar. 31, 2013

Accrued Liabilities Tables [Abstract]

Accrued Liabilities

5. Accrued Liabilities

Accrued liabilities consisted of the following as of:

	March 31, 2013		December 31, 2012
Maintenance	$	58,253	$	38,475
Salaries, wages and benefits		26,143		32,734
Deferred revenue		22,301		18,619
Aircraft fuel		19,665		19,882
Other		40,648		42,757
Accrued liabilities	$	167,010	$	152,467

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2013

Leases And Aircraft Purchase Commitments [Abstract]

Leases and Aircraft Purchase Commitments

7. Commitments and Contingencies

In 2006, we entered into an agreement with The Boeing Company (“Boeing”) providing for the purchase of 12 747-8F aircraft (the “Boeing 747-8F Agreement”). In September 2011, we exercised our termination rights in connection with three early build 747-8F aircraft, reducing our order to nine. In addition, the Boeing 747-8F Agreement provided us with rights to purchase up to an additional 13 747-8F aircraft.

As of March 31, 2013, we purchased and took delivery of eight of the nine aircraft on order. Estimated remaining expenditures under the Boeing 747-8F Agreement as of March 31, 2013, including estimated amounts for contractual price escalations and delivery payments, are $98.8 million for the remainder of 2013.

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Financial Instruments Contractual Maturity Table (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt securities
Due after one but within five years, carrying value	$ 0	$ 8,365
Due after five but within ten years, carrying value	131,181	132,133
Total, carrying value	131,181	140,498
Due after one but within five years, gross unrealized gain (loss)	0	1,404
Due after five but within ten years, gross unrealized gain (loss)	45,305	35,838
Total, gross unrealized gain (loss)	45,305	37,242
Due after one but within five years, fair value	0	9,769
Due after five but within ten years, fair value	176,486	167,971
Total, fair value	$ 176,486	$ 177,740

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income (Loss)

12. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of Accumulated other comprehensive income (loss):

		Interest Rate		Foreign Currency
		Derivatives		Translation		Total
Balance as of December 31, 2012		$	(14,618)	$	355	$	(14,263)
	Reclassification into earnings		770		-		770
	Translation adjustment		-		(154)		(154)
	Tax effect		(279)		-		(279)
Balance as of March 31, 2013		$	(14,127)	$	201	$	(13,926)

Interest Rate Derivatives

As of March 31, 2013, there was $22.1 million of unamortized realized loss before taxes remaining in Accumulated other comprehensive income (loss)related to terminatedforward-starting interest rate swaps,which had been designated as cash flow hedges to effectively fix the interest rates on two 747-8F financings in 2011. The loss is amortized into Interest expense over the remaining life of the related debt. We reclassified realized losses into earnings as a component of Interest expense $0.8 million for the three months ended March 31, 2013 and $0.3 million for the three months ended March 31, 2012. Realized losses expected to be reclassified into earnings within the next 12 months are $3.0 million as of March 31, 2013.

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting Tables [Abstract]

Operating Revenue and Direct Contribution For Our Reportable Business Segments

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Operating Revenue:
ACMI	$	181,170	$	154,703
AMC Charter		98,037		121,294
Commercial Charter		91,100		76,947
Dry Leasing		3,747		2,945
Other		3,282		3,415
Total Operating Revenue	$	377,336	$	359,304

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Direct Contribution:
ACMI	$	39,944	$	24,154
AMC Charter		12,737		20,581
Commercial Charter		(8,685)		1,876
Dry Leasing		1,176		1,336
Total Direct Contribution for Reportable Segments		45,172		47,947
Add back (subtract):
Unallocated income and expenses		(35,012)		(29,969)
Gain on disposal of aircraft		23		196
Income before Income Taxes		10,183		18,174
Add back (subtract):
Interest income		(5,176)		(4,909)
Interest expense		18,440		13,963
Capitalized interest		(1,402)		(6,352)
Other expense (income), net		552		(297)
Operating Income	$	22,597	$	20,579

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Legal Proceedings (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Labor And Legal Proceedings [Abstract]
Brazilian claims in the aggregate	$ 9.7
Amounts on deposit for Brazilian claims included in Deposits and other assets	$ 6.4	$ 6.3

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating Revenue
ACMI	$ 181,170	$ 154,703
AMC charter	98,037	121,294
Commercial charter	91,100	76,947
Dry leasing	3,747	2,945
Other	3,282	3,415
Total Operating Revenue	377,336	359,304
Operating Expenses
Aircraft fuel	93,358	94,763
Salaries, wages and benefits	72,531	70,876
Maintenance, materials and repairs	58,369	52,980
Aircraft rent	40,008	39,418
Depreciation and amortization	17,808	14,303
Passenger and ground handling services	16,772	12,771
Travel	15,179	12,620
Navigation fees, landing fees and other rent	14,112	13,055
Gain on disposal of aircraft	(23)	(196)
Other	26,625	28,135
Total Operating Expenses	354,739	338,725
Operating Income	22,597	20,579
Non-operating Expenses (Income)
Interest income	(5,176)	(4,909)
Interest expense	18,440	13,963
Capitalized interest	(1,402)	(6,352)
Other expense (income), net	552	(297)
Total Non-operating Expenses (Income)	12,414	2,405
Income before income taxes	10,183	18,174
Income tax expense (benefit)	(9,920)	7,234
Net Income	20,103	10,940
Less: Net income (loss) attributable to noncontrolling interests	25	(1,895)
Net Income Attributable to Common Stockholders	$ 20,078	$ 12,835
Earnings per share:
Basic	$ 0.76	$ 0.49
Diluted	$ 0.76	$ 0.48
Weighted average shares:
Basic	26,330	26,360
Diluted	26,439	26,488

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Basis of Presentation

3 Months Ended

Mar. 31, 2013

Basis Of Presentation [Abstract]

Basis Of Presentation

1. Basis of Presentation

Our consolidated financial statements include the accounts of the holding company, Atlas Air Worldwide Holdings, Inc. (“AAWW”) and its consolidated subsidiaries. AAWW is the parent company of its principal operating subsidiary, Atlas Air, Inc. (“Atlas”), and of Polar Air Cargo LLC (“Old Polar”). AAWW is also the parent company of several subsidiaries related to our dry leasing services (collectively referred to as “Titan”). In addition, we are the primary beneficiary of Global Supply Systems Limited (“GSS”), a consolidated subsidiary. AAWW has a 51% equity interest and 75% voting interest in Polar Air Cargo Worldwide, Inc. (“Polar”). We record our share of Polar's results under the equity method of accounting.

The terms “we,” “us,” “our,” and the “Company” mean AAWW and all entities included in its consolidated financial statements.

We provide outsourced aircraft and aviation operating solutions throughout the world, serving Africa, Asia, Australia, Europe, the Middle East, North America and South America through: (i) contractual service arrangements, including those through which we provide aircraft to customers and value-added services, including crew, maintenance and insurance (“ACMI”), as well as those through which we provide crew, maintenance and insurance, with the customer providing the aircraft (“CMI”); (ii) military charter services provided to the U.S. Military Air Mobility Command (the “AMC”) (“AMC Charter”); (iii) seasonal, commercial and ad-hoc charter services (“Commercial Charter”); and (iv) dry leasing of aircraft and engines (“Dry Leasing” or “Dry Lease”).

The accompanying unaudited consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently, exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany accounts and transactions have been eliminated. The Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes included in the AAWW Annual Report on Form 10-K for the year ended December 31, 2012, which includes additional disclosures and a summary of our significant accounting policies. In our opinion, the Financial Statements contain all adjustments, consisting of normal recurring items, necessary to fairly state the financial position of AAWW and its consolidated subsidiaries as of March 31, 2013, the results of operations for the three months ended March 31, 2013 and 2012, comprehensive income for the three months ended March 31, 2013 and 2012, cash flows for the three months ended March 31, 2013 and 2012, and shareholders' equity as of and for the three months ended March 31, 2013 and 2012.

Our quarterly results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.

Except for per share data, all dollar amounts are in thousands unless otherwise noted.

Certain reclassifications have been made to the prior periods' unaudited consolidated financial statement amounts and related note disclosures to conform to the current period's presentation.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share Tables [Abstract]

Calculations of Basic and Diluted EPS

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Numerator:
Net Income Attributable to Common Stockholders	$	20,078	$	12,835
Denominator:
Basic EPS weighted average shares outstanding		26,330		26,360
Effect of dilutive stock options and restricted stock		109		128
Diluted EPS weighted average shares outstanding		26,439		26,488
EPS:
Basic	$	0.76	$	0.49
Diluted	$	0.76	$	0.48

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Commitments and Contingencies Monetary (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Leases And Aircraft Purchase Commitments Details [Abstract]
Estimated remaining expenditures under the Boeing 747-8F Agreement	$ 98.8

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Earnings Per Share

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

11. Earnings Per Share

Basic earnings per share (“EPS”) represent net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represent net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period. Anti-dilutive options that were out of the money for the three months ended March 31, 2013 and 2012 were de minimis and excluded.

The calculations of basic and diluted EPS were as follows:

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Numerator:
Net Income Attributable to Common Stockholders	$	20,078	$	12,835
Denominator:
Basic EPS weighted average shares outstanding		26,330		26,360
Effect of dilutive stock options and restricted stock		109		128
Diluted EPS weighted average shares outstanding		26,439		26,488
EPS:
Basic	$	0.76	$	0.49
Diluted	$	0.76	$	0.48

Diluted shares reflect the potential dilution that could occur from stock options and restricted share units using the treasury stock method. The calculation does not include restricted share units in which performance or market conditions were not satisfied of 0.6 million for the three months ended March 31, 2013 and 0.4 million for the three months ended March 31, 2012.