1135185--2/28/2008--ATLAS_AIR_WORLDWIDE_HOLDINGS

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Risks Related to Our AMC Charter Business We derive a significant portion of our revenues from our AMC Charter business, and a substantial portion of these revenues were generated pursuant to expansion flying, as opposed to fixed contract arrangements with the AMC. In the longer term, we expect that the revenues from our AMC Charter business may decline from current levels, which could have a material adverse effect on our business, results of operations and financial condition. Our AMC Charter business is dependent on our participation in a team accredited to participate in the CRAF program. If one of our team members withdraws from the program, or if other carriers commit additional aircraft to this program, our share of AMC flying may decline, which could have a material adverse effect on our results of operations and financial condition. Risks Related to Our Scheduled Service Business and the DHL Transaction Operating results in our Scheduled Service business may vary significantly from period to period until the commencement of the blocked space agreement with DHL. Our agreements with DHL require us to meet certain performance targets in our Scheduled Service operations, including certain departure/arrival reliability standards. Failure to meet these performance targets could adversely affect our financial results. Our blocked space agreement with DHL confers certain termination rights to DHL which, if exercised or triggered, may result in us being unable to realize the full benefits of this transaction. Risks Related to Our Business Generally Should any of our existing aircraft or our new order of Boeing 747-8F aircraft become underutilized by our businesses, failure to re-deploy these aircraft at favorable rates in our other lines of business or to successfully and timely dispose of such aircraft could have a material adverse effect on our business, results of operations and financial condition. While our revenues may vary significantly over time, a substantial portion of our operating expenses are fixed. These fixed costs limit our ability to quickly change our cost structure to respond to any declines in our revenues, which could reduce our profitability. We have a limited number of revenue producing assets. The loss of one or more of our aircraft for an extended period of time could have a material adverse effect on our business, results of operations and financial condition. We have a number of contractual obligations, including progress payments, associated with our order of 12 Boeing 747-8F aircraft. If we are unable to obtain financing for these aircraft and/or make the required progress payments, our growth strategy will be disrupted and our business, results of operations and financial condition could be materially adversely affected. Our substantial lease and debt obligations, including aircraft lease and other obligations, could impair our financial condition and adversely affect our ability to raise additional capital to fund our operations or capital requirements, all of which could limit our financial resources and ability to compete, and may make us more vulnerable to adverse economic events. Certain of our debt and lease obligations contain a number of restrictive covenants. In addition, many of our debt and lease obligations have cross default and cross acceleration provisions. Fuel price volatility could adversely affect our business and operations, especially in our Scheduled Service and Commercial Charter businesses. Our financial condition could suffer if we experience unanticipated costs or enforcement action as a result of the Department of Justice fuel surcharge investigation and other lawsuits and claims. We are party to collective bargaining agreements with our U.S. crewmembers that could result in higher labor costs than those faced by some of our non-unionized competitors, putting us at a competitive disadvantage, and could result in a work interruption or stoppage, which could materially adversely affect our business, results of operations and financial condition. The Exposure Draft of the AICPA Industry Audit Guide Audits and Accounting Guide-Airlines proposes changes to accounting requirements that may, when released in final form, cause us to revisit our accounting for prepaid maintenance. As a U.S. government contractor, we are subject to a number of procurement and other rules and regulations that add costs to our business. A violation of these rules and regulations could lead to termination or suspension of our government contracts and could prevent us from entering into contracts with government agencies in the future. Our insurance coverage may become more expensive and difficult to obtain and may not be adequate to insure all risks. Some of our aircraft are periodically deployed in potentially dangerous situations, which may result in damaged to our aircraft. Global trade flows are seasonal; hence all of our business segments, including our ACMI customers business, experience seasonal revenue variation. Volatility in international currency markets may adversely affect demand for our services. We rely on third party service providers. If these service providers do not deliver the high level of service and support required in our business, we may lose customers and revenue. RISKS RELATED TO OUR INDUSTRY We depend on certain levels of worldwide economic activity to operate our business successfully. Any significant decrease in demand for air cargo transport could adversely affect our business and operations. The market for air cargo services is highly competitive and if we are unable to compete effectively, we may lose current customers or fail to attract new customers. We are subject to extensive governmental regulations and our failure to comply with these regulations in the U.S. and abroad, or the adoption of any new laws, policies or regulations or changes to such regulations may have an adverse effect on our business. The airline industry is subject to numerous security regulations and rules which increase costs. Imposition of more stringent regulations and rules than currently exist could materially increase our costs and have a material adverse effect on our results of operations. RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK The sale of shares by our principal stockholders could affect the price of our common stock. The concentration of our capital stock ownership could discourage a takeover that stockholders may consider favorable and make it more difficult for you to elect directors of your choosing. Provisions in our restated certificate of incorporation and by-laws and Delaware law might discourage, delay or prevent a change in control of our company and, therefore, depress the trading price of our common stock. Our common stock share price has been subject to fluctuation in value.

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1135185--2/28/2008--ATLAS_AIR_WORLDWIDE_HOLDINGS_INC