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Release Date:
Release ID: 879

Atlas Air Worldwide Holdings and DHL to Form Strategic Partnership

DHL to Acquire from an AAWW Subsidiary a 49 Percent Equity Interest in AAWW’s Polar Air Cargo Scheduled-Service Business for $150 Million Cash; 20-Year Commercial Capacity Arrangement with Potential Revenues in Excess of $3.5 Billion



Transaction Delivers on Strategic Plan Focused on Delivering Customer and Shareholder Value



AAWW to Host Conference Call, Webcast at 1:00 P.M. Eastern Time

Press Release

Atlas Air Worldwide Holdings, Inc. (AAWW) (Nasdaq: AAWW), a leading provider of global air cargo services, announced today that its subsidiary, Polar Air Cargo Worldwide, Inc., has executed a letter of intent for DHL to acquire a 49% equity interest, including a 25% voting interest, in the scheduled-service business of Polar Air Cargo, Inc. (Polar), in exchange for $150 million in cash.



The proposed transaction includes a strategic 20-year commercial arrangement that will ensure DHL access to aircraft capacity in key global markets, while providing the AAWW companies with a valuable, long-term customer and potential revenue stream in excess of $3.5 billion over the full-term of the agreement, although there are certain early termination rights at five-year intervals. In addition, DHL will have access to available additional aircraft capacity from AAWW's subsidiary Atlas Air, Inc. (Atlas).



William J. Flynn, President and CEO of AAWW, said, “This is a landmark transaction and exciting partnership for our Company. Our strategy has been to maximize the value and potential of our scheduled-service business, and this transaction accomplishes that goal. DHL is a pre-eminent express service provider and the world’s largest buyer of third-party airlift capacity. Their investment and the long-term commercial agreement will markedly strengthen our scheduled-service business, and will enhance our ability to provide customers with superior service in key international markets. Further, it provides our Company with a significant increase in our cash liquidity and a very attractive long-term revenue stream. Indeed, this transaction reinforces our leadership position as an outsource provider of air cargo services, and greatly enhances the value of our Company.”



“This key strategic partnership ensures we can meet the rapidly rising demand for air cargo capacities between the U.S. and Asian destinations. DHL Express is already the market leader in Asia and the partnership with Polar will help us offer even higher quality levels to customers, while at the same time improving profitability on the fast-growing routes between the U.S. and Asia,” said John Mullen, CEO of DHL’s Express division. “The Trans-Pacific route is one of the most rapidly growing and competitive trade lanes globally and adding capacity through an even stronger presence in the U.S. is a crucial factor in supporting our dynamic Asian business. Polar is the ideal partner to achieve that. Our long-term partnership will benefit both companies and enhance competition in the express delivery sector of the air cargo market.”



Added Mr. Flynn, “This partnership also marks another important milestone for us as we continue to lay the foundation for AAWW’s long-term strategic plan. We have a winning strategy that is designed to meet the growing needs of our customers and to build shareholder value, and we are successfully delivering on each of our strategic initiatives.”



Pursuant to the terms of the letter of intent, DHL would acquire from an AAWW subsidiary a 49% ownership interest, which includes a 25% voting interest, in Polar’s scheduled service business, in exchange for DHL’s cash payment of $150 million, $75 million of which will be paid upon the closing of the transaction, and $75 million to be paid in two installments on January 15, 2008 and November 17, 2008 subject to certain acceleration provisions.



Under the terms of the 20-year commercial arrangement, DHL would have access to lift capacity through Polar’s current fleet of six Boeing 747-400 Freighters, plus access to additional available ACMI aircraft from Atlas. The transaction, which is subject to the completion of definitive documentation, is targeted to take place in late 2006 or early 2007 and will be subject to the receipt of all applicable regulatory and other third-party approvals and other customary closing conditions.



In recent months, AAWW has implemented and delivered on a number of initiatives in support of its strategic plan, including: optimizing business unit performance, fleet renewal and technology leadership, and various continuous improvement programs.



Said Mr. Flynn, “We will gain other business unit benefits as a result of our transaction with DHL. It will significantly improve profitability and predictability in scheduled service, and will mitigate our Company’s exposure and commercial risk in that business. The transaction also strengthens our ACMI aircraft wet-lease business through the long-term placement of committed aircraft, with the opportunity for strategic expansion.”



A key component of the Company’s strategic plan focuses on fleet renewal and technology leadership, which AAWW has addressed through its recent order for 12 state-of-the-art Boeing 747-8 Freighters, with options to purchase an additional 14. With this order, AAWW becomes a launch customer for the 747-8F, and will be among the first to offer its customers the greater capacity and improved operating performance of this aircraft.



In addition, earlier this month AAWW’s military charter business earned increased share awards, which, combined with AMC rate increases, will help grow that business. The Company also has implemented a number of continuous improvement programs, highlighted by its multi-year $100 million dollar cost improvement and revenue enhancement program, as well as a customer-focused program to deliver exceptional service quality. AAWW has improved its financial flexibility as evidenced by the pay-off of two outstanding aircraft debt facilities and the retirement of a working capital credit facility.



Said Mr. Flynn, “We are firmly on track to deliver on our savings improvements, to achieve exceptional quality for our customers, and to improve our financial flexibility. Continuous improvement is integral to our culture, and to our success.”



He concluded, “Over the past several months, we have made excellent progress delivering on our strategy, with each initiative moving us toward our goal of delivering the greatest possible value to customers and shareholders. Clearly, our foundation is solid, we are making excellent progress in delivering on our commitments, and we are positioned for a winning future.”



Through its subsidiaries, Atlas and Polar, AAWW currently operates a fleet of 35 Boeing 747 freighter aircraft, serving customers and markets around the globe. Polar provides scheduled air cargo services to most of the world’s largest international freight forwarders, operating airport-to-airport routes on a specific schedule serving Asia, Europe, North America and South America. Atlas offers commercial cargo charters, military cargo charters, and ACMI freighter aircraft leasing in which customers receive a dedicated aircraft, crew, maintenance and insurance on a long-term lease basis.



Conference Call and Webcast



AAWW’s management will host a conference call to discuss the formation of the strategic partnership with DHL at 1:00 P.M. Eastern Daylight Time on Monday, October 16, 2006.



Interested parties are invited to listen to the call live over the Internet at www.atlasair.com or www.earnings.com.



For those unable to listen to the live call, a replay will be available on the above Web sites through Friday, October 20, 2006. A replay will also be available through October 20 by dialing (800) 405-2236 (domestic) and (303) 590-3000 (international) and using Pass Code 11074013#.



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