Definitive Additional Materials

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ATLAS AIR WORLDWIDE HOLDINGS, INC.

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May 23, 2012
Adam R. Kokas
SVP, GC, CHRO and
Secretary
Spencer Schwartz
Senior Vice President and CFO

2
Dear Stockholders,
The proxy advisory firm ISS has recently recommended to its clients that they vote
against our proposal to approve, on an advisory basis, the compensation of our
named executive officers.  As we explain, we strongly disagree with ISS’s
recommendation and urge you to vote in favor of the advisory proposal to approve
the compensation of our executives.
Sincerely,
Frederick McCorkle, Chairman
Eugene I. Davis
Carol B. Hallett

3
OUR MANAGEMENT IS FOCUSED ON CONTINUING TO BUILD A STRONGER
COMPANY THAT DELIVERS INTRINSIC VALUE FOR OUR STOCKHOLDERS
October 2009 –
announced
plans to commence passenger
charter service for SonAir
September 2011 –
reached agreement to
provide CMI service for
DHL
December 2011 –
delivery completed for
first three 747-8F
aircraft placed with
British Airways
January 2012 –
arranged Ex-Im
guaranteed financing
for remaining 6 B747-
8F aircraft
July 2010 –
commenced
Dreamlifter service for Boeing
May 2011 –
U.S. Military passenger
service commenced
September 2011 –
industry-leading labor
agreement with pilots
is finalized
January 2012 –
received military
approval for 767-
300 airlift service
October 2008 –
express network ACMI
service began
September 2006 –
announced major order for
Boeing’s new 747-8
Freighter
February 2011 –
secured
financing for first three 747-8F
aircraft
September 2011 –
placed two 
747-8F aircraft with Panalpina
March 2012 –
began
767 CMI service for
DHL

4
WE HAD MANY MAJOR ACHIEVEMENTS IN 2011
In Fiscal 2011, we:
Achieved pre-tax income of $157 million, the second highest such amount in our history
Received our first three 747-8F aircraft
Placed five 747-8F aircraft in long-term ACMI contracts
Secured attractive financing for all of our 747-8F aircraft delivered or on order
Developed and implemented a 767 passenger platform
Completed an industry leading labor contract
Developed and implemented a comprehensive military passenger service
Delivered numerous customer service quality metrics at or close to maximum levels
Received IATA Operational Safety Audit re-certificate for cargo and passenger
operations without any negative findings

5
These numerous accomplishments were achieved despite the following
headwinds:
•
Sluggish Global Economic Conditions
•
No “Peak”
Season
•
Delivery Delays for our New 747-8Fs
•
787 Dreamliner Production Rates at Boeing that Affected our Ramp-Up
of CMI Service for Boeing
•
Pre-Operating Costs Incurred for New Initiatives Contributing to
Revenue/Earnings Growth in 2012 and Beyond
HEADWINDS IN 2011

6
We believe that ISS’s new policy of basing its say on pay recommendation on an analysis of CEO pay
compared to 1 and 3 year TSR fails on at least two levels:  (i) it fails to acknowledge the contributions
of all of our executive officers to the long-term prospects of the company and (ii) it rewards short-term
performance rather than the long-term achievements required by our capital-intensive business.
The chart appearing below on the left is based on our 2011 Summary Compensation Table and
shows the percentage of our total compensation (as reflected in such table) that consisted of fixed
compensation and variable or performance-based compensation (long-term performance units are
assumed to be earned at the target level for purposes of our Summary Compensation Table). The
chart appearing below on the right is based on the same information, except the percentages valuing
long-term performance units granted in 2011 are assumed to be earned at the maximum level.  For
purposes of these charts, we have taken the percentages applicable to our five NEOs.
A significant portion of our compensation is performance based.
WE PAY FOR PERFORMANCE
44.6%
55.4%
Fixed compensation
Variable compensation
35.7%
64.3%
Fixed compensation
Variable compensation

7
$50
$70
$90
$110
$130
$150
$170
$190
$210
2009
2010
2011
Threshold
Target
Maximum
Targets reward superior performance; financial targets used to determine annual cash bonus
have been adjusted upward each year.
ANNUAL INCENTIVE PLAN TARGET SETTING

8
AAWW VERSUS INDUSTRY INDEX -
2011
AAWW
Amex Airline Index

9
AAWW 2012 STOCK UPDATE –
YEAR TO DATE
AAWW
Amex Airline
Index
S&P 500
Dow Jones
Transport
Average
Russell 2000

10
Our
executive
compensation
practices,
approved
by
almost
85%
of
our
stockholders in 2011, have  NOT changed since last year
In 2011, ISS recommended that stockholders vote FOR our Say on Pay advisory vote.
•
Recommendation was on the basis of our compensation best practices and
excellent pay for performance results.
•
ISS
changed
its
methodology
in
December
2011
–
our
compensation
practices
remain unchanged.
•
We manage our business for the long-term and for future growth.
•
While share price performance declined in 2011, AAWW’s financial performance
for the year was solid and filled with numerous financial and operational
achievements, despite a challenging macro-economic and freight environment.
•
Our guidance for 2012 reflected a 24% increase in EPS over 2011 adjusted
EPS.
ISS’s NEW METHODOLOGY IS INCONSISTENT WITH PAST RECOMMENDATIONS
A reconciliation of adjusted EPS to the corresponding GAAP financial measure is contained on pages 42-43 of our Annual Report on Form 10-K
for
the
fiscal
year
ended
December
31,
2011,
filed
with
the
SEC
on
February
15,
2012.

11
ISS’s METHODOLOGY ISSUES
There are three numbers in the Summary Compensation Table that  ISS uses in
its CEO compensation methodology: salary, 2011 bonus, and 2011 LTI
awards. 
•
AAWW salary is unchanged between 2011 and 2010 and that portion of
overall compensation is modest
•
AAWW 2011 bonus was earned based on our major financial and operating
accomplishments
•
With respect to LTI award, this is a "future" looking number, dependent on how
well AAWW stock performs, as well as for our PSUs how AAWW performs
compared to our performance share unit peers. 
ISS then takes these numbers for our CEO and compares them to the CEO pay
at
ISS’s
peer
group
and
also
compares
the
peer
companies’
Total
Shareholder
Return to AAWW's Total Shareholder Return. 
If the ISS peer group has challenges, then the ISS analysis has challenges. Not
only does the peer
group
composition
have challenges but some of the CEO
pay data (from
the controlled companies within the ISS peer group) is not
comparable.  See next slide for further discussion.

12
New
ISS-selected
peer
group
is
inappropriate
–
includes
a
number
of
companies
that have significantly different business models and ownership structures
•
Of the fourteen ISS peer group companies, five of the peers are in totally
different industries, four have much lower revenues than AAWW and four are
controlled entities with different compensation structures.
•
The CEOs of the controlled peers have below market pay (presumably due to
their significant ownership stakes), which adversely affects an objective analysis
of the compensation paid to AAWW’s CEO.
•
ISS’s methodical, “black box”
approach prevents it from making analyses and
adjustments to peer group selection.
•
See the attached Appendix for more detailed information regarding the
shortcomings of the various companies comprising the ISS peer group.
ISS’s NEW PEER GROUP IS INAPPROPRIATE FOR AAWW

13
AAWW MAINTAINS A TOP OF CLASS MANAGEMENT TEAM
IN A COMPETIVITE MARKETPLACE
Our
executives’
skills
are
valuable
to
us
and
they
are
highly
transferrable
and
desirable
to
our
competitors,
as
well
as
to
companies
in
other
industries.
We
have
designed
our
compensation
policy
so
that
we
maintain
our
current
executive
team
and
remain
an
attractive
employer
as
we
invest
in
our
future
growth,
continue
to
execute
our
strategic
transformation
and
endure
challenging economic environments. 
KEY COMPONENTS OF OUR COMPENSATION POLICY INCLUDE:
Benchmarking
our
executives’
compensation
at
competitive
levels
•
We target base salary, performance-based annual incentive cash compensation and performance-based and
time-based
equity
compensation
between
the
50
and
75
percentiles
of
our
compensation
peers
for
our
CEO
and
at
the
75
percentile
for
our
other
senior
executives.
This
is
nationwide
data
even
though
AAWW
executives
are based in one of the highest cost locations in the country.
•
Peer groups are scaled to provide broad view of compensation in the markets in which we compete for executive
talent. 
•
This recognizes that supply chain and leadership talents are transferrable beyond the airline or transportation
industries.
Reward
strong
individual
performance
by
aligning
incentive-based
compensation
to
individuals’
annual
performance
objectives
•
We incentivize managements’
long-term investment in the company by rewarding only what they can control, and
decline to reward risky behavior targeted at artificially inflating stockholder return at the expense of our future
growth.  Annual incentive program performance targets include personal metrics as well as financial targets.
•
We reward management for operational achievements that they can control.
th
th
th

14
GLASS LEWIS HAS GIVEN AAWW A POSITIVE
RECOMMENDATION ON SAY ON PAY
•
In contrast to ISS, Glass Lewis, a major advisory service, has given
AAWW a positive Say on Pay recommendation.
•
Glass Lewis noted that AAWW maintains a well-designed executive
program and has provided exemplary disclosure with respect to its
compensation practices and incentive plans.
•
While executive compensation and corporate performance (share price)
may not be perfectly aligned in 2011, Glass Lewis indicated that AAWW
utilizes objective incentive plans which it believes are well structured to
align pay with performance going forward.

15
AAWW MAINTAINS COMPENSATION BEST PRACTICES
We offer no excise tax gross ups or
modified gross ups.
We believe these gross ups are antithetical to
fair compensation practices. 
Payments in event of change of control
do not exceed 3x for all executives.
We believe change of control payments at this
level protect our executives, yet are not
prohibitive to a potential strategic partner.   
No share recycling.
We
respect
our
stockholders’
vote
and
in
February 2012, amended our LTIP to reflect 
our policy of not reusing shares forfeited for
tax withholding or cancelled awards.
Minimum stock ownership requirements
are in place for officers and directors, and
we provide robust disclosure on such
compliance.
We believe our directors and officers act in our
stockholders’
best interests when they
themselves are stockholders.  There is 100%
compliance with the stock ownership
requirements.

16
New
ISS-selected
peer
group
is
inappropriate
–
includes
a
number
of
companies that have
significantly different business models and ownership structures, including:
•
•
Arkansas
Best
-
CEO
has
short
tenure
in
this
role;
market
cap
is
less
than
half
of
AAWW;
significantly
lower
net
income.
•
Dollar Thrifty Automotive Group
-
U.S. car rental company.
•
Genesee & Wyoming
-
The Fuller family controls approximately 32% of the voting shares; an international rail company; a
significantly higher market cap.
•
Hub Group
–
59% ownership controlled by the Yeager family; primarily a domestic logistic services and trucking brokerage
company.
•
Knight Transportation, Inc.
–
45% controlled by the Knight family and two additional investors; U.S. trucking company with a
significantly smaller revenue base.
•
Old Dominion Freight Line, Inc.
-
CEO has short tenure in this role; U.S. trucking company.
•
Quality Distribution, Inc.
-
Apollo Funds control 32% of the common stock; significantly less revenue and lower market cap.
•
Saia, Inc.
-
Less revenue and significantly lower market cap.
•
Werner Enterprises, Inc.
–
38% controlled by the Werner family; U.S. trucking company.
APPENDIX -
ADDITIONAL DETAIL ON SOME OF ISS PEER GROUP
Allegiant Travel Company
-
CEO has a 21% ownership interest, 3 Funds own an additional 25%;  is a U.S. regional
passenger leisure airline, with a significantly lower revenue base.