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        The following table sets forth supplemental operating statistics for World and North American and does not reflect ATA, which ceased operations as of April 3, 2008.

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RISK FACTORS

        You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing our company. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business

We are highly dependent on revenues from our participation in the AMC international program, which are derived from one-year contracts that the DOD is not obligated to renew. If our revenues from this business decline from current levels, whether due to decreased demand, termination, non-renewal, modification or otherwise, it could have a material adverse effect on our business, financial condition and results of operations.

        For the six months ended June 30, 2010 and the years ended December 31, 2009, 2008 and 2007, our revenues from our participation in the AMC international program represented approximately 86%, 82%, 79% and 75% of our total revenues, respectively, excluding ATA. Our revenues and net income from the AMC are derived from one-year contracts that DOD is not obligated to renew. Our current contract runs from October 1, 2009 through September 30, 2010. Any future military contracts awarded to us may be on less favorable terms.

        In addition, the volume of AMC business available to us is sensitive to changes in national and international political priorities, troop deployments and the U.S. federal budget. We currently anticipate a decrease in troop deployments from 2009-2010 levels starting in 2011 and continuing into 2013, which can be expected to result in reduced military flying. It is possible that troop deployments could decline more significantly than anticipated as political or military priorities change.

        Like all government contracts, our current contract with the military is conditioned upon the continuing availability of funds through legislative appropriations. DOD may cancel the contract if appropriations become unavailable.

        Our military contracts contain various operational performance requirements. These include on-time performance, availability of aircraft and crews to meet committed missions and successful completion of inspections. Failure to meet these requirements can result in a reduction in the number of our AMC missions, as well as a 2% penalty on revenue of missions awarded until the performance deficiency is remedied. For example, during 2006, World experienced a decline in AMC missions as a result of its failure to meet certain on-time criteria of the AMC. The performance issues were rectified but nevertheless resulted in World being awarded fewer flights than it otherwise would have been entitled. On-time performance expectations under the 2011 fiscal year contract were increased, and although we expect to be granted a transition period to adjust to such increases, our failure to meet such increased expectations could have a material adverse effect on our business, financial condition and results of operations.

        Because our contracts for the AMC international program are one-year contracts that the DOD is not obligated to renew, the DOD could change the structure and compensation of the AMC international program in future contracts. For example, in the preliminary international program solicitation for the 2011 fiscal year, the calculated effective non-fuel rate proposed for AMC missions is lower than in fiscal year 2010. The AMC is expected to publish the final fee rates for fiscal year 2011 in November 2010, following review and discussion with participating air carriers. Any such changes could have a material adverse effect on our business, financial condition and results of operations.

        DOD can typically terminate or modify its contracts with us for convenience or for default by us or our teaming partners. If DOD terminates our contract for convenience, our ability to recover any incurred costs is subject to the AMC having appropriated sufficient funds to cover the termination settlement costs. The costs of terminating for convenience may exceed the costs appropriated by the AMC in the applicable year, and the AMC may not have access to Congressionally-appropriated additional funding under such circumstances. Moreover, DOD could terminate due to a failure to perform by us or, in limited

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circumstances, a failure to perform by our teaming partners. A termination arising from default may expose us to liability and have a material adverse effect on our ability to compete for future contracts. If DOD terminates our contract for default due to the performance, or lack thereof, of one of our teaming partners, we are generally cross-indemnified by the defaulting teaming partner subject to limitations of liability set forth in our teaming agreement. If the AMC were to terminate its business with us or if our AMC business otherwise declines significantly, it would have a material adverse effect on our business, financial condition and results of operations.

Unpredictability and variability in military demand for our services could make it difficult to optimize the use and maintenance schedule of our aircraft fleet, which could adversely affect our business, financial condition and results of operations.

        Predicting the precise timing of the military's demand for our services can be difficult, particularly in light of the confidential nature of troop deployment schedules. Our inability to precisely forecast demand for our aircraft can hinder our ability to optimize the use and maintenance schedule of our fleet. For example, in circumstances where we have planned for significant demand from the military that does not materialize, we may be unsuccessful in reallocating our aircraft for use by commercial cargo or passenger services customers. The failure to reallocate our aircraft to commercial use and the resulting reduction in their utilization could have an adverse effect on our business, financial condition and results of operations. Similarly, in circumstances where we have committed aircraft to commercial contracts, we may not have aircraft for military missions.

Our revenues from our AMC business are sensitive to teaming arrangements both with respect to our team and competing teams. If one of our team members reduces its commitments or withdraws from the team, or if carriers on other teams commit additional aircraft to this program, our share of AMC flying may decline. Any of these changes could have a material adverse effect on our business, financial condition and results of operations.

        Each year, the AMC grants a certain portion of its business to different air carriers based on a point system. The number of points that an air carrier can accrue is determined by the number and type of aircraft pledged to the CRAF. Our operating subsidiaries along with the other air carriers in our team currently participate in the CRAF program and generate entitlement points for AMC business. Points from team members that do not fly AMC missions are used to increase the flights awarded to other team members that do fly AMC missions, such as World and North American, in return for a commission on the revenue derived from those points.

        Continued participation by World and North American on the Alliance team is subject to significant risks. The formation of competing teaming arrangements, an increase by carriers from other teams in their commitment of aircraft to the CRAF program and the withdrawal of, or failure to renew a future teaming agreement with, any of the Alliance team's current partners could materially and adversely affect the amount of our AMC business. There has been and continues to be significant consolidation in the air carrier industry. As a result of consolidation, we expect some air carriers may choose to join other teams. As a result of these changes, we currently anticipate that the Alliance team's total share of entitlement points under the AMC international program will decrease for government fiscal year 2011. In addition, if any Alliance team member were to cease or restructure its operations or dispose of aircraft previously pledged to the CRAF program, the number of aircraft pledged to the CRAF program by the Alliance team could be reduced. Any of these developments could reduce the number of points allocated to the Alliance team and the Alliance team's allocation of AMC business to us would likely decrease. If the military substantially reduces the amount of business it awards the Alliance team or if the Alliance team reduces the military missions it awards to us, we may not be able to replace the lost business and our business, financial condition and results of operations could be materially and adversely affected.

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The costs we incur on our military missions may be greater than the amounts for which we are reimbursed by the AMC, which would reduce our profitability.

        Under our contract with DOD, we are paid on a cost-plus basis in which we receive a fixed rate per mission based on the route and aircraft type. The fixed rate is calculated using the average costs of all participating air carriers, weighted by flights flown in the AMC international program. The AMC sets the fixed rate for each fiscal year using cost data for a 12-month period ending 15 months prior to the start of such fiscal year as adjusted following consultation with the air carrier, multiplied by a weighted composite price index to account for cost increases in the industry. As a result, the actual operating costs of our military business may exceed the fixed rate, although those higher actual operating costs will provide the basis for the fixed rate used for missions flown in the following contract year. Should we incur unexpected costs for reasons outside our control, such as the additional costs we incurred to fly around the volcanic ash recently affecting flights over Europe, we are entitled to seek reimbursement from the DOD. Reimbursement is granted based on a reasonableness test. No assurance can be given, however, that any particular future increased costs would be adequately reimbursed, if at all. Insofar as the actual operating costs of our military business exceed the fixed rate paid by the AMC and such shortfall is not reimbursed, our profitability would be reduced.

If the DOD activates our aircraft pledged to the CRAF, the activated aircraft would not be available for other commercial use.

        All of our aircraft are pledged to the CRAF and are therefore available for activation and use by the U.S. government in times of need. If the DOD activates our aircraft under the CRAF, we could not use them to serve commercial customers while they are used by the U.S. government pursuant to an activation. We cannot predict whether revenues from the DOD during the activation of our aircraft under the CRAF would be less than or more than would otherwise be generated by commercial customers. While our agreements with our commercial customers generally allow cancellation without penalty in the event of CRAF activation, activation could disrupt our operations, customer relationships and our competitive position as compared to charter operators with aircraft not pledged to the CRAF.

Our business could be adversely affected by an adverse audit by the U.S. government.

        DOD contracts are routinely subject to audit by government agencies. Such an audit involves a review of our performance under our contracts, cost structure and compliance with applicable laws and regulations. It may also involve a review of the adequacy of, and our compliance with, our internal control systems and policies, including our management, purchasing, property, estimating, compensation, accounting and information systems. If an audit or investigation uncovers improper or illegal activities, we may be subject to civil or criminal penalties and administrative sanctions, including termination of our government contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.

While our revenues may vary significantly over time, a substantial portion of our operating expenses are fixed. These fixed costs may limit our ability to quickly change our cost structure to respond to any declines in our revenues, which could reduce our profitability.

        To maintain our level of operations, a substantial portion of our costs, such as aircraft lease payments, crew, maintenance and facility costs, are fixed. Operating revenues from our business are directly affected by our ability to maintain high utilization of our aircraft at favorable rates. The utilization of our aircraft and our ability to obtain favorable rates are affected by many factors, including military requirements, global demand for passenger and cargo air transport services, global economic conditions, fuel costs and the deployment by our current and potential customers of their own aircraft, among others, which may cause our revenues to vary significantly over time. We are particularly vulnerable to reductions in demand

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due to our relatively high fixed-cost structure, which is difficult to adjust to match shifting volume levels. Accordingly, if our revenues for a particular period fall below expectations, we may be unable to proportionately reduce our operating expenses for that period.

We depend on a limited number of significant customers for our commercial cargo business, and the loss of one or more of these customers could materially and adversely affect our business, financial condition and results of operations.

        We depend on a limited number of significant customers for our commercial cargo business, most of which is conducted pursuant to contracts that are set to expire in the next two years. There is a risk that our customers may not renew their ACMI contracts with us on favorable terms or at all. Entering into ACMI contracts with new customers may require a long sales cycle. Because we generally lease our aircraft pursuant to non-cancelable operating leases, we could be forced to maintain aircraft in our fleet while they produce little or no revenue. In addition, certain of our principal competitors have ordered Boeing 747-8 freighters and Boeing 777 freighters, which could increase competition for long-haul large payload ACMI customers. As a result, if our ACMI contracts are not renewed or can only be renewed on less favorable terms, and if we are not able to obtain other business in a timely manner or at all, our business, financial condition and results of operations could be materially and adversely affected.

We depend on certain levels of worldwide economic activity to operate successfully. A significant reduction in demand for air cargo transport could materially and adversely affect our business, financial condition and results of operations.

        Our success is highly dependent upon the level of business activity and overall global economic conditions. The recent economic downturn has decreased and may continue to decrease the volume of world trade and materially and adversely affect demand for the services offered by our ACMI customers, such as a significant reduction in the production of time-sensitive inventories, perishables and packages that have historically been transported via air freight. We cannot predict the effect or duration of any economic slowdown or the timing or strength of a subsequent economic recovery. We are particularly vulnerable to reductions in demand due to our relatively high fixed-cost structure, which is difficult to adjust to match shifting volume levels.

If we are unable to continue to lease aircraft at acceptable rates and terms in the future, or if we are unable to acquire compatible engines or spare parts, on terms favorable to us or at all, our business, financial condition and results of operations could be adversely affected.

        All of our aircraft are leased. Our operating leases typically run from three to ten years from the date of delivery. We may face more competition for, or a limited supply of, leased aircraft, making it difficult for us to negotiate competitive terms upon expiration of our current operating leases or to lease additional capacity required for our targeted level of operations. If we are forced to pay higher lease rates in the future to maintain our fleet, our profitability would be adversely affected. Also, if available aircraft, whether by purchase or lease, are not compatible with the rest of our fleet in terms of takeoff weight, avionics, engine type or other factors, we would incur potentially significant costs of fleet induction and modification, and reduced efficiency of our operations. Any increase in demand could also impair our ability to obtain additional engines and spare parts on favorable terms or at all at the time needed for our operations or for the implementation of our growth plan.

We are highly dependent upon our operating cash flows due to our lack of an established line of credit or borrowing facility, and, we may be unable to maintain sufficient liquidity to provide for our operating needs.

        We have no lines of credit or current access to a borrowing facility. We are therefore dependent upon our operating cash flows and cash balances to fund our operations and to make scheduled payments on our debt and other fixed obligations. Many air carriers, including ATA, have defaulted on debt securities and bank loans in recent years and have had their equity extinguished in bankruptcy reorganizations. This history has led to limited access to the capital markets by companies in our industry. We cannot assure you that any additional financing will be available on terms that are acceptable to us, if at all.

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Our substantial operating lease obligations could adversely affect our financial condition and results of operations.

        We have a significant amount of fixed obligations under operating leases related to our aircraft, airport terminal space, other airport facilities and office space. As of August 15, 2010, future minimum lease payments under non-cancelable operating leases with initial or remaining terms in excess of one year were approximately $603 million, and we may incur significantly more fixed obligations if we take delivery of additional aircraft and other equipment. For example, see "Prospectus Summary—Our Combined Aircraft Fleet," for recent expansions of our fleet. Our level of fixed obligations has important consequences for our business. For example, it could:

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make it difficult for us to satisfy our debt obligations;



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increase our vulnerability to general adverse economic and industry conditions;



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limit our flexibility in planning for, or reacting to, changes in our businesses and the industry and markets in which we operate and compete;



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affect our ability to obtain additional financing, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness; and



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place us at a competitive disadvantage to our competitors that have fewer fixed obligations.

        If we are unable to make payments on our operating lease obligations, we could be forced to renegotiate those obligations or obtain additional equity or debt financing. We cannot assure you that any renegotiation efforts would be successful or timely, or that we would be able to renegotiate our obligations on terms acceptable to us, if at all.

The terms of our indebtedness contain and may in the future contain various covenants that limit our financial and operating flexibility and in some cases require us to meet certain financial ratios and maintenance tests. The failure to comply with such ratios, tests and covenants could have a material adverse effect on our business, financial condition and results of operations.

        The terms of our indebtedness contain restrictive covenants that impose significant operating and financial restrictions on us, including those that restrict our ability to:

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incur additional indebtedness, including indebtedness secured by any lien;



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create liens on assets, including leasehold interests;



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sell or otherwise dispose of assets;



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serve as guarantors of additional obligations;



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change lines of business;



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pay dividends and distributions or repurchase common stock;



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make investments, loans or advances;



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engage in certain transactions with affiliates, including certain payments to MatlinPatterson Global Advisers LLC and its affiliates;



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enter into sale and leaseback transactions;



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permit our consolidated cash flow, less capital expenditures, to fall below (i) $45 million for the period from September 30, 2009 through June 30, 2010 and (ii) $50 million thereafter, in each case, calculated quarterly on a trailing l2-month basis;



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engage in a merger, consolidation or sale or transfer of substantially all of our assets; and



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fail to hold any permit or authorization required to conduct business.

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        In addition, on June 30 and December 31 of each year, we are required to offer to purchase up to $10.0 million aggregate principal amount of the First Lien Notes at a purchase price in cash equal to 100% of the principal amount, plus accrued and unpaid interest thereon. The terms of our indebtedness also require mandatory prepayments regardless of whether there is excess cash flow. Any failure to comply with the restrictions in any agreement governing our indebtedness may result in an event of default under those agreements. Such default may allow our creditors to accelerate our obligations under such indebtedness and such acceleration may trigger cross-acceleration or cross-default provisions in other debt or leases. Our assets and cash flow may not be sufficient to fully repay amounts outstanding under our debt instruments, either upon maturity or, if accelerated, upon an event of default.

Substantially all of our assets are pledged as collateral to secure our indebtedness, which may adversely affect our financial flexibility including our ability to obtain other loans or working capital lines of credit.

        Our First Lien Notes are secured by liens on substantially all our assets, other than mobile equipment and rights under aircraft leases and other excluded assets. Accordingly, if an event of default were to occur under the First Lien Notes, the holders of the First Lien Notes, would have a priority right to our assets, to the exclusion of our general creditors. In that event, our assets would first be used to repay in full all indebtedness and other obligations secured by the First Lien Notes resulting in all or a portion of our assets being unavailable to satisfy the claims of our subordinated or unsecured creditors. Additionally, the holders of the secured debt would have a prior claim on such assets in the event of our bankruptcy, insolvency, liquidation or reorganization, and we may not have sufficient funds to pay all of our creditors. In any such event, holders of our equity securities would not be entitled to receive any of our assets or the proceeds therefrom. In addition, the pledge of these assets and other restrictions limit our ability to incur additional secured or unsecured indebtedness, to enter into a line of credit to support our working capital needs, or to sell or dispose of assets to raise capital, which could have an adverse effect on our financial flexibility.

Fuel price volatility could adversely affect our business, financial condition and results of operations.

        The price of aircraft fuel is unpredictable and has been increasingly volatile over the past few years. While our military and ACMI contracts require our customers to pay for or reimburse us for aviation fuel, if fuel costs increase significantly, our customers may reduce the volume and frequency of cargo shipments or find less costly alternatives for cargo delivery, such as land and sea carriers. If our customers reduce their use of air freight, our business, financial condition and results of operations could be materially and adversely affected.

        In addition, as a result of the timing of reimbursement under contracts providing for our customers to reimburse us for fuel costs, our working capital position may be adversely affected by significant increases in fuel costs, which could affect our liquidity.

Volatility in international currency markets may adversely affect demand for our commercial cargo and passenger services.

        Although we price our services and receive our payments in U.S. dollars, many of our customers' revenues are denominated in other currencies. Any significant devaluation in such currencies relative to the U.S. dollar could have a material adverse effect on such customers' ability to pay us or on their level of demand for our services, which could have a material adverse effect on our business, financial condition and results of operations. If there is a significant decline in the value of the U.S. dollar against other currencies, the demand for some of the products we transport could decline. Such a decline could reduce demand for our services and thereby have a material adverse effect on our business, financial condition and results of operations.

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We may be subject to claims that were not released or discharged in either ATA's or our predecessor's bankruptcy proceedings.

        On April 2, 2008, ATA filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Indiana. The Chapter 11 Plan was approved and confirmed on March 26, 2009 with an effective date of March 31, 2009.

        The terms of ATA's Chapter 11 Plan provided that creditors of ATA that voted in favor of the Plan or accepted a distribution under the Plan were conclusively presumed to have released us from all claims that such creditors had against us relating to ATA based on events occurring on or before March 31, 2009, other than claims arising under our guaranties of ATA's obligations. This provision of the Plan did not apply to the United States or its agencies, nor to claims that ATA's secured lenders may have had against us under ATA's term loan agreement and related loan documents or otherwise.

        ATA also granted us a release of all claims that such creditors had against us based on events occurring on or before March 31, 2009, including derivative claims that might have been asserted on ATA's behalf. This release excluded certain claims arising under specified provisions of the U.S. Bankruptcy Code or comparable provisions of non-bankruptcy law, referred to as "Affiliate Avoidance Actions." The Affiliate Avoidance Actions were contributed to a trust for the benefit of ATA's secured lenders. We cannot provide any assurance that any such claims will not be brought against us by parties not subject to this release. However, as of this date, no such Affiliate Avoidance Actions have been brought, and we believe that defenses to any such actions would exist.

        As the guarantor of ATA's performance with respect to certain of its contractual lease obligations, we have been subject to claims made by lessors of ATA's aircraft leases, all but one of which have been settled. On February 9, 2009, Wilmington Trust Company, in its capacity as the trustee lessor to a 15-year lease agreement entered into by ATA on February 28, 2006, brought an action in the New York Supreme Court Commercial Division to enforce the guaranty provided by us guaranteeing the performance of ATA under that lease. The plaintiff is seeking (a) approximately $333,000 plus interest on the lease; (b) the greater of (i) $35 million and (ii) the current market value of the aircraft and (c) attorneys' fees and costs. The outcome of the litigation cannot be predicted and is dependent upon many factors beyond our control. See "Business—Legal Proceedings."

        In addition, our predecessor, ATA Holdings Corp., emerged from a Chapter 11 bankruptcy reorganization on February 28, 2006. Substantially all of the material claims against us that arose prior to the date of our predecessor's bankruptcy filing were addressed during those Chapter 11 proceedings or were resolved in connection with the related Plan and Confirmation Order adopted by the U.S. Bankruptcy Court. In addition, the U.S. Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. Circumstances in which claims and other obligations that arose prior to the bankruptcy filing were not discharged primarily relate to certain actions by governmental units under police power authority, instances where we agreed to preserve a claimant's claims, as well as, potentially, instances where a claimant had inadequate notice of the bankruptcy filing. In addition, claims against non-debtor subsidiaries, including foreign subsidiaries, are generally not subject to discharge under the U.S. Bankruptcy Code. To the extent that any pre-filing liability remains, the ultimate resolution of such claims and other obligations may have a material adverse effect on our business, financial condition and results of operations.

Some of our aircraft are periodically deployed in potentially dangerous situations, which may result in damage to our aircraft or cargo or harm to our employees.

        Some of our aircraft are deployed in potentially dangerous locations and carry hazardous cargo incidental to the services we provide in support of U.S. military activities, particularly in shipments to the Middle East. Some areas through which our flight routes pass are subject to geopolitical instability, which increases the risk of a loss of, or damage to, our aircraft or its cargo, or death or injury to our personnel.

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While we maintain insurance to cover the loss or damage to our aircraft or cargo and injury to our employees, we do not have insurance against the loss arising from business interruption. It is difficult to replace lost or substantially damaged aircraft due to the high capital requirements and long delivery lead times for new aircraft or to locate appropriate in-service aircraft for lease or sale. Any loss or damage to our aircraft or cargo or injury to our employees could have a material adverse impact on our business, financial condition and results of operations.

Governments may restrict or revoke our authority to operate flights to or over countries.

        We have authority to operate flights anywhere in the world that U.S. carriers are permitted to operate. However, either the U.S. or foreign governments could limit or restrict our authority to operate flights to or over specified countries due to security concerns, armed conflict, international disputes, or for other reasons. For example, certain foreign governments currently restrict the number of charter flights that can be operated to these countries. In light of such restrictions, we may not be able to serve customers seeking charter services to or that would require flying over such countries, and our business, financial condition and results of operations could be adversely affected.

Our insurance coverage may become more expensive and difficult to obtain and may not be adequate to insure against all risks.

        Aviation insurance premiums historically have fluctuated based on factors that include the loss history of the industry in general, and the insured carrier in particular. Future terrorist attacks, accidents and other adverse events involving aircraft could result in increases in insurance costs and could affect the price and availability of such coverage. We have, as have most other U.S. air carriers, purchased our war-risk coverage through a special program administered by the U.S. federal government through the Federal Aviation Administration (FAA). The FAA is currently providing war-risk hull and cargo loss, crew and third-party liability insurance through December 31, 2010. If the federal war-risk coverage program terminates or provides significantly less coverage in the future, we could face a material increase in the cost of war-risk insurance and may have difficulty in obtaining sufficient coverage.

        There can be no assurance that we will be able to maintain our existing coverage on terms favorable to us, that the premiums for such coverage will not increase substantially or that we will not bear substantial losses and lost revenue from accidents or other adverse events. Substantial claims resulting from an accident in excess of related insurance coverage or a significant increase in our current insurance expense could have a material adverse effect on our business, financial condition and results of operations. Additionally, while we carry insurance against the risks inherent to our operations, which we believe is consistent with the insurance arrangements of other air carriers, we cannot provide assurance that we are adequately insured against all risks. If our liability exceeds the amounts of our insurance coverage, we would be required to pay the excess amount, which could be material to our business, financial condition and results of operations.

Union disputes, employee strikes and other labor-related disruptions may materially and adversely affect our business, financial condition and results of operations.

        Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act. Under this Act, collective bargaining agreements generally contain "amendable dates" rather than expiration dates. The Railway Labor Act requires that a carrier maintain the existing terms and conditions of employment following the amendable date through a lengthy, multi-stage series of bargaining processes overseen by the National Mediation Board. This process continues until either the parties have reached agreement on a new collective bargaining agreement or the National Mediation Board releases the parties to "self-help." After release by the Board, carriers and unions are free to engage in self-help measures, such as strikes and lock-outs.

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        Our employees are organized into five labor groups: World's pilots and flight attendants and North American's flight attendants are represented by the International Brotherhood of Teamsters; North American's pilots are represented by the Air Line Pilots Association; World's aircraft dispatchers are represented by the Transport Workers Union. The collective bargaining agreement covering World's flight attendants was ratified in October 2007 and does not become amendable until September 2012. World's collective bargaining agreement with its cockpit crew is currently in negotiations. The collective bargaining agreement covering World's aircraft dispatchers will become amendable in December 2013. The collective bargaining agreement covering North American's flight attendants is also currently in negotiations. The collective bargaining agreement covering North American's cockpit crew was ratified in May 2008 and does not become amendable until November 2012.

        We are subject to risks of work interruption or stoppage and we may incur additional expenses associated with the union representation of our employees. We cannot assure you that disputes, including disputes with any unions representing of our employees, will not arise in the future or will result in an agreement on terms satisfactory to us. Such disputes and the inherent costs associated with their resolution could have a material adverse effect on our business, financial condition and results of operations.

        There is also a risk that disgruntled employees, either with or without union involvement, could engage in illegal slowdowns, work stoppages, partial work stoppages, sick-outs or other action short of a full strike that could, individually or collectively, materially and adversely affect our operations and impair our financial performance. For example, in January 2006 there was a nine-day strike conducted by World's pilots.

We may be liable for a share of any underfunding of the multiemployer defined pension plan in which some employees participate.

        The flight attendants employed by World participate in a multiemployer defined benefit pension plan affiliated with the International Brotherhood of Teamsters. The plan's actuary has certified that the plan is in critical status, determined in accordance with current pension plan funding rules. This means that the multiemployer plan has funding or liquidity problems, or both. As a result, our obligations to the multiemployer plan have increased and may be subject to further increases in the future. In addition, in the event of our partial or complete withdrawal from this multiemployer plan at a time when it is underfunded, we would be liable for a proportionate share of such plan's unfunded vested benefits. In the event that any other contributing employer withdraws from the multiemployer plan at a time when it is underfunded, and such employer (or any member in its controlled group) cannot satisfy its obligations under the plan at the time of withdrawal, then we, along with the other remaining contributing employers, would be liable for our proportionate share of such plan's unfunded vested benefits. Although the Company has no intention of voluntarily withdrawing from the multiemployer plan, if we were to do so, the plan's actuaries have estimated our current share of withdrawal liability at approximately $15.5 million, subject to certain actuarial assumptions, including an interest rate of 6.75% and the 1983 GAM Mortality Table. Assessment of withdrawal liability could materially and adversely affect our business, financial condition and results of operations.

Our maintenance costs will increase as our fleet ages.

        Our aircraft were manufactured between 1980 and 2001. In general, the cost to maintain aircraft increases as they age and exceeds the cost to maintain new aircraft. Regulations of the FAA require additional maintenance inspections for older aircraft. We also need to comply with other programs that require enhanced inspections of aircraft, including airworthiness directives, which typically increase as an aircraft ages and vary by aircraft or engine type depending on the individual characteristics of each aircraft or engine. It is possible that additional airworthiness directives applicable to the type of aircraft or engines in our fleet could be issued in the future and that the cost of complying with such airworthiness directives could be substantial.

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        Our business would be materially and adversely affected if a mechanical problem with any of our aircraft were discovered that caused such aircraft to be grounded while the problem is corrected, assuming it could be corrected at all. The FAA could also suspend or restrict the use of certain of our aircraft in the event of any actual or perceived mechanical problems, whether involving our aircraft or that of another U.S. or foreign airline, while it conducted its own investigation.

Our reputation, business, financial condition and results of operations could be materially and adversely affected in the event of an accident or other incident involving any of our aircraft or the same types of aircraft we operate.

        An accident or incident involving one of our aircraft could involve repair or replacement of a damaged aircraft, its consequential temporary or permanent loss from service and significant potential claims against us for injured passengers and others. Substantial claims resulting from an accident in excess of our insurance coverage would materially and adversely affect our business, financial condition and results of operations. Moreover, any aircraft accident or incident, even if fully insured, could cause a public perception that we are less safe or reliable than other air carriers, which could materially and adversely affect our business, financial condition and results of operations. Because our operating air carriers are comparatively small, an accident would be likely to materially and adversely affect us to a greater degree than it would a larger, more established air carrier. For example, as a result of a hard landing on May 6, 2009, one of our DC-10 aircraft was declared a total loss by our insurance carrier and was returned to the lessor. Such accidents may materially and adversely affect our reputation, business, financial condition and results of operations.

Due to our limited fleet size, if any of our aircraft becomes unavailable, we may suffer greater damage to our service, reputation and profitability than airlines with larger fleets.

        As of June 30, 2010, we have a fleet of 30 leased aircraft. Given the limited number of aircraft we operate, if an aircraft becomes unavailable due to unscheduled maintenance, repairs or other reasons, we could suffer greater adverse financial and reputational effects than larger air carriers if our flights are delayed or cancelled due to the absence of replacement aircraft. For example, our fleet includes only two B747-400s, which are in high demand in both our military and commercial cargo lines of business. If we are unable to operate those aircraft for a prolonged period of time for reasons outside our control, such as a catastrophic event or a terrorist act, our business, financial condition and results of operations could be disproportionately materially and adversely affected.

If we develop problems with any of our third-party service providers, our operations could be materially and adversely affected, resulting in a decline in revenue, increase in expenses or negative public perception about our services.

        We rely upon others to provide essential services on behalf of our operations. This reliance upon others may result in our relative inability to control the efficiency and timeliness of contract services. We have entered into outsourcing agreements with contractors to provide various services required for our operations, including aircraft maintenance, ground facilities operations and baggage handling. In addition to these existing agreements, it is likely that we will enter into similar agreements in any new regions we decide to serve. Any material problems with the efficiency and timelines of contract services under new or existing service agreements with third parties could have a material adverse affect on our business, financial condition and results of operations.

We could be adversely affected by a failure or disruption of our computer, communications or other technology systems.

        We are heavily and increasingly dependent, particularly at our operations centers, on technology to operate our business. The computer and communications systems on which we rely could be disrupted due to various events, some of which are beyond our control, including natural disasters, power failures,

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terrorist attacks, equipment failures, software failures and computer viruses and hackers. We have taken certain steps to help reduce the risk of some of these potential disruptions. There can be no assurance, however, that the measures we have taken are adequate to prevent or remedy disruptions or failures of these systems. Any substantial or repeated failure of these systems could adversely affect our operations, result in the loss of important data, loss of revenues, and increased costs, and generally harm our business. Moreover, a failure of certain of our vital systems could limit our ability to operate our flights for an extended period of time, which would have a material adverse effect on our business, financial condition and results of operations.

Our ability to use our substantial net operating losses for federal income tax purposes could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.

        We have substantial net operating losses (NOLs) and other tax attributes for U.S. federal income tax purposes in prior years that we may carry forward (currently, generally up to 20 years), subject to certain limitations, to offset and reduce our current and future U.S. federal taxable income and U.S. federal income tax liabilities. As of June 30, 2010, we have U.S. federal NOL carryforwards totaling approximately $253.5 million, of which approximately $3.9 million are subject to annual utilization limitations pursuant to the Internal Revenue Code, or IRC, Section 382. If not utilized, our NOL carryforwards will begin to expire in 2028.

        IRC Section 382 contains rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of more than 50% of its stock over a three-year period, to use its NOL carryforwards and certain built-in losses recognized in years after the ownership change. These rules generally operate by focusing on ownership changes among stockholders owning directly or indirectly 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by the company. Although we believe this offering will not result in an ownership change, we could experience an ownership change for purposes of IRC Section 382 as a result of future transactions involving our common stock, including purchases or sales of stock by 5%, or greater, stockholders. An ownership change that is the result of a future transaction with respect to our stock likewise would limit our ability to use our NOL carryforwards and to recognize certain built-in losses after the date such ownership change were to occur. Generally, if an ownership change occurs, the yearly taxable income limitation on the use of NOL carryforwards and certain built-in losses after such change equals the applicable long-term tax exempt rate (currently roughly 4%) times the value of our stock immediately before the ownership change. Depending on the resulting limitation, a substantial portion of our NOL carryforwards and other tax attributes could expire before we would be able to use them. Our inability to use our NOL carryforwards or certain built-in losses to offset taxable income generated in the future could have an adverse effect on our financial condition and results of operations.

Our assets as of June 30, 2010 include a deferred tax asset, the full value of which we may not be able to realize.

        We recognize deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities. As of June 30, 2010, our deferred tax assets (most of which were netted against our deferred tax liabilities on our consolidated balance sheet) were approximately $115.5 million, an increase from a balance of approximately $79.2 million at June 30, 2009. Our deferred tax assets are comprised primarily of the expected tax savings from the utilization of our NOL carryforwards. We regularly review our deferred tax assets for recoverability based on our history of earnings, expectations for future earnings and expected timing of reversals of temporary differences. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income, including taxable income in prior carryback years, as well as future taxable income. Although we believe this offering will not result in an ownership change, an ownership change under IRC Section 382 that occurs in the future could affect our ability to realize fully these deferred tax assets.

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As a U.S. government contractor, we are subject to a number of procurement and other laws and regulations that affect how we conduct our business and subject us to certain costs.

        We must comply with and are affected by many laws and regulations governing the formation, administration and performance of U.S. government contracts. These laws and regulations, among other things:

•

require, in some cases, certification and disclosure to the government of all of our cost and pricing information in connection with contract negotiations;



•

impose acquisition regulations that define allowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts; and



•

restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

        These laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions. They have affected how we have conducted our business with our customers, and we expect that they will continue to affect how we conduct our business with our customers in the future. In addition, in some instances, these laws and regulations have imposed added costs on our business, and we expect that such added costs will be applicable to us going forward. A violation of these laws and regulations by us could result in the imposition of fines and penalties, the termination of our U.S. government contracts or debarment from bidding on future contracts. In addition, the violation of certain other generally applicable laws and regulations could result in our suspension or termination as a government contractor.

        In addition, U.S. government contractors are generally subject to specific and unique cost accounting standards, or CAS, that may differ from generally accepted accounting principles, or GAAP, and that generally require more stringent disclosures and related certifications. The contract terms for the AMC international program currently include an exemption from CAS accounting for small businesses such as World and North American, but there can be no assurance that this exemption will continue to apply in the future. If we were to become subject to CAS accounting, we would incur significant costs in hiring third party consultants and implementing new management information systems to ensure compliance.

        Furthermore, we have bid, and may in the future submit bids, for U.S. government contracts that require our employees to maintain various levels of security clearances and require us or our teaming partners to maintain certain security clearances in compliance with the DOD and other government requirements. Obtaining and maintaining security clearances for employees involves a lengthy process, and it can be difficult to identify, recruit and retain employees who already hold security clearances. If our employees or the employees of our teaming partners are unable to obtain or retain security clearances, or if our employees or the employees of our teaming partners who hold security clearances stop working for us or our teaming partners, we may face delays in fulfilling contracts, or be unable to fulfill or secure new contracts, with any customer involved in work requiring government clearance. Any breach of security for which we are responsible could seriously harm our business, damage our reputation and make us ineligible to work on any programs requiring government clearance. Furthermore, security requirements may limit our ability to hire non-United States persons to work for us.

Government regulations impose requirements and restrictions on our operations that increase our operating costs.

        We are subject to extensive regulatory and legal requirements, both domestically and internationally, that involve significant compliance costs. In the last several years, the U.S. Congress has passed laws, and the FAA, the Department of Transportation (DOT) and the Transportation Security Administration (TSA) have issued regulations relating to the operation of air carriers that have required significant expenditures. Our business activities also fall within the jurisdiction of the DOD, U.S. Customs and Border Protection, the U.S. Treasury Department's Office of Foreign Assets Control and the Environmental Protection

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Agency (EPA). Local governments and authorities in certain regions have also adopted regulations governing various aspects of aircraft operations, including noise abatement procedures, curfews and use of airport facilities. These agencies have the authority to modify, amend, suspend or revoke the authority and licenses issued to us necessary to operate our business for failure to comply with law or regulations and may impose civil or criminal penalties for such violations. We expect to continue to incur increased expenses in connection with complying with government regulations, including continuing costs for new security measures. Additional laws, regulations, taxes and airport charges have been proposed from time to time that could significantly increase the cost of our operations. For example, the FAA is now in the process of evaluating materials resulting from the Advisory Rulemaking Committee process and drafting a notice of proposed rulemaking to modify existing flight and duty time rules. It is likely that the FAA will issue the notice of proposed rulemaking in 2010, to be followed by a new rule that lessens the permissible amount of flight and duty time or increases pilot rest requirements. We can give no assurance that these and other laws or regulations enacted in the future will not materially and adversely affect our business, financial condition and results of operations.

        In addition, the application of various sales, use, occupancy, value-added and other tax laws, rules and regulations to our services is subject to interpretation by the applicable taxing authorities. We cannot assure you that taxing authorities would not take positions that could materially and adversely affect our business, financial condition and results of operations.

        Furthermore, our operating authority in international regions is subject to aviation agreements between the United States and foreign governments and to considerations of comity and reciprocity between the United States and the concerned foreign government. We are subject to these bilateral agreements, which are in turn subject to renegotiation or termination, and comity and reciprocity are subject to review by the relevant governments. Any alteration or termination of such agreements, or restrictions on aircraft operations by governments based on considerations of comity and reciprocity, could diminish the value of route authorities or otherwise adversely affect our international operations.

Initiatives to address global climate change may adversely affect our business and increase our costs.

        Many existing aspects of aircraft operations are subject to stringent environmental regulations. Legislative or regulatory action to address concerns about climate change in general and the emission of greenhouse gases, in particular, could result in substantial additional costs for us. On June 26, 2009, the U.S. House of Representatives passed the American Clean Energy and Security Act of 2009. The Senate may consider the legislation in 2010. The proposed law would regulate greenhouse gas emissions through a cap and trade system. Fuel producers may be required to acquire allowances sufficient to cover the greenhouse gas content of the fuel they sell, the cost of which would be expected to be passed along to fuel consumers including air carriers. In September 2009, the EPA proposed regulations that would impose controls on greenhouse gas emissions. The proposed regulations would not directly control greenhouse gas emissions by air carriers. However, a number of states and environmental organizations have asked the EPA to regulate greenhouse gas emissions from aircraft. In addition, the EU has adopted legislation to include aviation within the EU's existing greenhouse gas emission trading schemes effective in 2012. We cannot assure you that the costs of complying with potential new environmental laws or regulations will not have a material adverse effect on our business, financial condition and results of operations.

We may not be able to retain or attract senior management and other key employees.

        Our success will depend in part upon our ability to retain senior management and other key employees. Competition for qualified personnel can be very intense. Departures of senior management personnel and other key employees could materially and adversely affect our ability to execute our strategy and as a result our business, financial condition and results of operations may suffer.

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We may experience difficulty finding, training and retaining employees.

        Our business is labor intensive. We employ a large number of pilots, flight attendants, maintenance technicians and other operating and administrative personnel. Our industry has, from time to time, experienced a shortage of qualified personnel, specifically pilots and maintenance technicians. Should the turnover of employees, particularly pilots and maintenance technicians, sharply increase, our training costs will be significantly higher. We cannot assure you that we will be able to recruit, train and retain the qualified employees that we need to continue our current operations or replace departing employees. A failure to hire and retain qualified employees at a reasonable cost could materially and adversely affect our business, financial condition and results of operations.

Our results of operations will vary among quarters, which will make comparison of our quarterly results difficult.

        We expect our operating results to fluctuate among quarters in the future based on a variety of factors, including:

•

fluctuations in demand in our business lines;



•

the timing and success of our growth or strategic plans;



•

increases in personnel, marketing, aircraft ownership and other operating expenses to support our anticipated growth; and



•

the timing and amount of maintenance expenditures.

        Quarter-to-quarter comparisons of our operating results may not be good indicators of our future performance. It is also possible that our operating results in any future quarter could be below the expectations of investors or any published reports or analyses regarding our company.

The historical consolidated financial information included in this prospectus does not reflect the added costs we expect to incur in order to implement and comply with internal control reporting standards applicable to a public company.

        As a public company, we will incur significant levels of legal, accounting and other expenses that we did not incur as a privately owned corporation. The Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, and related rules of the SEC and The NASDAQ Global Select Market corporate governance practices for public companies impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting. We expect that compliance with these public company requirements will increase our costs, place additional demands on our finance and accounting staff and on our financial, accounting and information systems and may require additional resources. We expect that we will be required to expend considerable time and resources complying with public company regulations.

Failure to establish and maintain effective internal control over financial reporting may lead investors to lose confidence in our financial data.

        Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud. We are in the process of evaluating how to document and test our internal control procedures to satisfy the requirements of Section 404 of Sarbanes-Oxley and the related rules of the SEC. These rules will require, among other things, our management to assess annually the effectiveness of our internal control over financial reporting. In addition, for any year that we are an "accelerated filer" under the rules of the SEC, we will be required to provide a report from our independent registered public accounting firm on our internal control over financial reporting. During the course of this documentation and testing, we may identify deficiencies that we may be unable to remedy before the requisite deadline for those reports.

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        For example, we identified a material weakness in our internal control over financial reporting as of December 31, 2009 principally relating to the accounting for non-routine transactions related to the ATA bankruptcy. Deficiencies were identified in connection with the consolidation of the bankruptcy trust and the tax consequences of the bankrupt entity due to the lack of sufficient technical resources related to these matters.

        A material weakness is defined as deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements that would not be prevented or detected on a timely basis by the company's internal controls. While we believe we have taken the necessary steps to remediate this material weakness, we cannot assure you that our remediation efforts will be fully successful or that similar material weaknesses will not recur. Implementing changes to our internal controls may distract our officers and employees, entail substantial costs to implement new processes and modify our existing processes and take significant time to complete. Moreover, these changes do not guarantee that we will be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors' perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price.

The reorganization of our predecessor and liquidation of ATA limit the comparability of some of our historical financial information to our current financial information, which will make it more difficult to evaluate the performance of our business.

        As a result of the emergence from the bankruptcy proceedings of our predecessor in 2006, we adopted fresh start accounting prescribed by GAAP. Accordingly, our financial condition and results of operations are not comparable to the financial condition and results of operations reflected in our predecessor's financial statements for periods prior to February 28, 2006, included in the selected financial data contained in this prospectus. We ceased consolidating the results and operations and financial condition of ATA in our consolidated financial statements as of April 3, 2008 when ATA discontinued all business operations following its Chapter 11 bankruptcy filing. As a result of these factors limiting the comparability of our historical financial statements to our more recent financial information, it may be more difficult for you to assess our future prospects when evaluating our business.

Our business can be affected by factors beyond our control, any of which could materially and adversely affect our business.

        Our business is affected by factors beyond our control, including air traffic congestion at airports, adverse weather conditions, natural disasters, volcanoes, earthquakes and increased security measures. For example, the recent volcano eruptions in Iceland led to significant flight restrictions in European airspace, disrupting operations. Delays increase costs, which in turn affect profitability. During periods of fog, snow, rain, storms or other adverse atmospheric conditions, flights may be cancelled or significantly delayed. Cancellations or delays due to atmospheric conditions, traffic control problems and breaches in security could materially and adversely affect our business, financial condition and results of operations.

We may not be able to successfully integrate any businesses that we may acquire.

        From time to time, we may consider acquisition opportunities and may make acquisitions in the future, including acquisitions of companies that may constitute a significant part of our consolidated operations. Acquired businesses may not achieve the levels of revenue, profit or productivity anticipated or otherwise perform as expected. Acquisitions involve special risks, including the potential assumption of unanticipated liabilities and contingencies that could have a material adverse effect on our business, financial condition and results of operations, and difficulties in integrating acquired businesses. While it is intended that our acquisitions will improve our competitiveness and profitability, we cannot assure you

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that future acquisitions will be accretive to our earnings or otherwise meet our operational or strategic expectations.

        The integration of an acquisition involves a number of factors that may affect our operations. These factors include:

•

diversion of management's attention;



•

incurrence of significant amounts of additional debt;



•

creation of significant contingent earn-out obligations or other financial liabilities;



•

difficulties in the integration of acquired operations and retention of personnel;



•

unanticipated problems or legal liabilities; and



•

tax and accounting issues.

        A failure to integrate acquisitions may be disruptive to our operations and negatively impact our revenues or increase our expenses.

Risks Relating to our Common Stock and this Offering

Immediately after this offering, MatlinPatterson will continue to have significant influence over matters determined by our board of directors and will be in a position to control the outcome of all matters submitted to our stockholders for approval.

        MatlinPatterson owns approximately 92% of our outstanding shares. Immediately after this offering, MatlinPatterson will own         % of our outstanding common stock and if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock from the selling stockholder, MatlinPatterson will own        % of our outstanding common stock. For a description of our share ownership, see "Principal and Selling Stockholders." As a result, MatlinPatterson will continue to have the ability to control the outcome of votes on all matters requiring stockholder approval, including the election of directors, adoption of amendments to our amended and restated certificate of incorporation and by-laws and approval of significant corporate transactions, as long as it continues to hold a controlling percentage of our outstanding common stock. MatlinPatterson will be able to exercise such power by written consent in lieu of taking action at a stockholders' meeting for so long as it holds a majority of our common stock. MatlinPatterson will also be able to take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. In addition, this significant concentration of stock ownership may adversely affect the trading price of our common stock because investors perceive disadvantages in owning stock in companies with controlling stockholders. This concentration of control could be disadvantageous to other stockholders with interests different from those of our principal stockholder and the trading price of our common stock could be adversely affected.

Conflicts of interest may arise, as MatlinPatterson and its affiliates do not have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do.

        MatlinPatterson or its affiliates may invest in entities that directly or indirectly compete with us, or companies in which it or its affiliates currently invests may begin competing with us. In addition, our certificate of incorporation in effect upon the completion of this offering will permit MatlinPatterson or its affiliates, including any directors designated to our board of directors by MatlinPatterson, to pursue and take opportunities that we may find attractive, and as a result, those opportunities may not be available to us. As a result of these relationships, when conflicts between the interests of MatlinPatterson and the

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interests of our other stockholders arise, our directors who are nominated by MatlinPatterson may not be disinterested.

Our failure to timely register our equity securities under the Securities Exchange Act of 1934 may subject us to potential liability.

        We were required to register as a reporting company under the Securities Exchange Act of 1934, or the Exchange Act, because our equity securities were held by more than 500 holders of record as of December 31, 2006. Although we filed a Form 10 to register our common stock under the Exchange Act within the prescribed time period, we withdrew our Form 10 filing before it became effective. If we had registered our equity securities under the Exchange Act as required, we would have become subject to the periodic reporting requirements under the Exchange Act. We have not filed any periodic reports under the Exchange Act.

        Although we have filed a Form 10 to register certain warrants under the Exchange Act, and in connection with this offering will register our common stock under the Exchange Act, our failure to timely register our equity securities, including certain warrants, under the Exchange Act could subject us to an enforcement action brought by the SEC and to fines and penalties. In addition, our failure to file required Exchange Act reports could give rise to actions by federal regulators or to potential claims by current or former investors based on the assertion that such investors were harmed by the absence of such public reports. If any such claim or action is asserted, we could incur expenses and management's attention would be diverted from our operations in order to defend the claim or action.

Future sales of our shares could adversely affect the market price of our common stock.

        The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after the offering or the perception that such sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us or you to sell our equity or equity-related securities in the future. If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the 180-day contractual lock-up and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our common stock could decline below the initial public offering price.

        Based on shares outstanding as of June 30, 2010, upon completion of this offering, we will have outstanding                        shares of common stock. The shares of common stock offered in this offering will be freely tradable without restriction under the Securities Act of 1933, as amended, except for any shares of our common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

        Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. may, in their sole discretion, permit our officers, directors, employees and current stockholders who are subject to the 180-day contractual lock-up to sell shares prior to the expiration of the lock-up agreements. After the lock-up agreements pertaining to this offering expire 180 days from the date of this prospectus or earlier waiver by Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. up to an additional                                    shares will be eligible for sale in the public market, subject to prior registration or qualification for an exemption from registration, including, in the case of shares held by affiliates, compliance with the volume and other restrictions applicable to exempt sales. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline. See "Shares Eligible for Future Sale."

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We do not currently intend to pay cash dividends.

        We have not in the past paid, and do not currently intend to pay, cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. In addition, the terms of our current financing agreements preclude us, and any future financing agreements may preclude us, from paying any dividends. As a result, appreciation, if any, in the market value of our common stock will be the sole source of potential financial gain from our common stock for the foreseeable future.

An active trading market for our common stock may not develop, and you may not be able to sell your common stock at or above the initial public offering price.

        Prior to this offering, there has been no public market for our common stock. An active trading market for shares of our common stock may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. The price for our common stock in this offering will be determined by negotiations among MatlinPatterson, the underwriters and us and it may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell your common stock at or above the initial public offering price or at any other price or at the time that you would like to sell.

        An inactive market may also impair our ability to raise capital by selling our common stock, and it may impair our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our common stock as consideration.

The market price of our common stock may be volatile.

        The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including those described above under "Risks Relating to our Business" and the following:

•

our financial performance or the performance of our competitors and similar companies;



•

announcements concerning our competitors, our industry or the economy in general;



•

strategic actions by us or our competitors, such as acquisitions or restructurings;



•

media reports and publications about the safety of our aircraft or the aircraft type we operate;



•

new regulatory pronouncements and changes in regulatory guidelines;



•

general and industry-specific economic conditions;



•

changes in financial estimates or recommendations by securities analysts;



•

sales of our common stock or other actions by investors with significant stockholdings;



•

general market conditions;



•

loss of key personnel; and



•

availability of capital.

        The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect the trading price of our common stock.

        In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could

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result in substantial costs, divert management's attention and resources, and adversely affect our business, financial condition and results of operations.

Our certificate of incorporation and by-laws include provisions limiting voting by non-U.S. citizens.

        To comply with restrictions imposed by federal law on foreign ownership of U.S. air carriers, our amended and restated certificate of incorporation, as amended, and amended and restated by-laws restrict voting of shares of our capital stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 25% of our stock be voted, directly or indirectly, by persons who are not U.S. citizens, that our president and at least two-thirds of the members of our board of directors be U.S. citizens, and that we remain under the actual control of U.S. citizens. The "actual control" doctrine, among other things, limits the amount of non-voting equity that may be held by non-U.S. citizens. Our by-laws provide that no shares of our capital stock may be voted by or at the direction of non-U.S. citizens unless such shares are registered on a separate stock record, which we refer to as the foreign stock record.

A majority of our board of directors may not be considered "independent" under the rules of the NASDAQ Global Select Market.

        MatlinPatterson will own a majority of our common stock following the completion of this offering. As a result, we will certify that we are a "controlled company" under the rules of the NASDAQ Global Select Market and we intend to rely on the "controlled company" exception to the board of directors and committee composition requirements under the rules of the NASDAQ Global Select Market. Under this exception, we will be exempt from the rule that requires that (i) our board of directors be comprised of a majority of "independent directors"; (ii) our compensation committee be comprised solely of "independent directors"; and (iii) our nominating committee be comprised solely of "independent directors," as these terms are defined under the rules of the NASDAQ Global Select Market. Immediately following this offering, we expect that four of our directors will be "independent" under the rules of the NASDAQ Global Select Market.

Our certificate of incorporation and by-laws contain provisions that could delay, deter or prevent a change of control.

        Our amended and restated certificate of incorporation and our amended and restated by-laws contain provisions that might enable our management to resist a proposed takeover of our company. These provisions could discourage, delay or prevent a change of control of our company or an acquisition of our company at a price that our stockholders may find attractive. These provisions also may discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions. The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. The provisions include:

•

limitations as to who may call special meetings of both our board of directors and stockholders;



•

advance notice requirements for stockholder proposals; and



•

the authority of our board to issue, without stockholder approval, preferred stock with such terms as our board may determine.

If you purchase shares of common stock in this offering, you will suffer immediate dilution of your investment.

        We expect the initial public offering price of our common stock to be substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. To the extent stock options are exercised, you will incur further dilution. Based on an assumed initial public offering price of $            per share, which is the midpoint of the price range listed on the cover page of this prospectus, you will experience immediate dilution of $            per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the assumed initial public offering price. In addition, purchasers of common stock in this offering will have contributed        % of the aggregate price paid by all purchasers of our stock but will own only approximately        % of our common stock outstanding after this offering. See "Dilution" for further information.

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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements relating to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. The statements contained in this prospectus that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will" and similar terms and phrases, including references to assumptions, in this prospectus to identify forward-looking statements. These forward-looking statements are made based on our management's expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

        A number of important factors could cause actual results to differ materially from those indicated by our forward-looking statements, including but not limited to the factors described in "Risk Factors" and "Management's Discussion and Analysis of Financial Conditions and Results of Operations." These factors include without limitation:

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levels of military spending for the transportation of military personnel and cargo;



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our level of entitlement to the military's spending;



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our fixed obligations;



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our competitive environment;



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our ability to secure and maintain any necessary financing for aircraft acquisitions and other purposes;



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economic and other conditions in regions in which we operate;



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governmental regulation of our operations;



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the outcome of various legal proceedings;



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relations with unionized employees generally and the effect and outcome of future labor negotiations;



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problems with our aircraft;



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increases in maintenance, security costs and insurance premiums;



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cyclical and seasonal fluctuations in our operating results;



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our ability to establish and maintain effective internal control over financial reporting;



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risks related to our divestiture and acquisition strategies, including the risks related to the integration of acquired businesses;



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terrorist attacks, political instability, and acts of war;



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significant disruptions in the supply of aircraft fuel;



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risks inherent in our industry, such as demand for military and commercial cargo air services; and



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other risks that we have described in "Risk Factors."

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        These factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. You should review carefully the sections captioned "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" in this prospectus for a more complete discussion of these and other factors that may affect our business, financial condition and results of operations.

        The forward-looking statements contained in this prospectus reflect our views and assumptions only as of the date of this prospectus. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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USE OF PROCEEDS

        We estimate that the net proceeds to us from our issuance and sale of            shares of common stock in this offering will be approximately $             million, assuming an initial public offering price of $            per share, which is the midpoint of the price range listed on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) our net proceeds from this offering by approximately $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. If the underwriters exercise their option to purchase additional shares, our net proceeds will not change as the entire over-allotment option is comprised of shares to be sold by the selling stockholder.

        We intend to use $            of the net proceeds to us from this offering to repay and retire all of our outstanding Second Lien Loan. This amount consists of $            in principal and $            in accrued interest through                on our Second Lien Loan. We intend to exercise our right to pay the premium due upon prepayment of the Second Lien Loan, $            , in common stock valued at a 7% discount to the initial public offering price for this offering (resulting in the issuance of             shares of common stock, calculated based on an assumed initial public offering price of $         per share, which is the midpoint of the range reflected on the cover page of this prospectus). The Second Lien Loan is scheduled to mature in September 2014 and bears interest at an annual rate of 18%, consisting of interest payable in cash at an annual rate of 12% and interest payable in kind as additional Second Lien Loan principal at an annual rate of 6%, and was incurred in September 2009 to refinance then-existing debt. See "Description of Certain Indebtedness."

        We intend to use approximately $            of the net proceeds to us from this offering to repay and retire approximately $            of our outstanding First Lien Notes. This amount consists of $            in principal, $            in accrued interest through                                    , and $            in prepayment premium in accordance with the terms of the First Lien Notes. The First Lien Notes are scheduled to mature in August 2013 and bear interest at an annual rate of 14%, and were issued in August 2009 to refinance then-existing debt. See "Description of Certain Indebtedness."

        We intend to use the balance of the net proceeds to us from this offering for working capital and other general corporate purposes, including to expand our fleet and repay additional debt. We may elect to use a portion of the net proceeds from this offering to purchase or lease additional aircraft. We have no binding commitments to purchase aircraft, and except for the leases described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources," we have no binding commitments to lease additional aircraft. In addition, we may elect to use a portion of the net proceeds from this offering to repay and retire a portion of the First Lien Notes, which will not exceed 35% of the original principal amount of the First Lien Notes as adjusted for certain purchases by us. The First Lien Notes are scheduled to mature in August 2013 and bear interest at an annual rate of 14%, and were issued in August 2009 to refinance then-existing debt. See "Description of Certain Indebtedness."

        Pending use of the net proceeds from this offering described above, we intend to invest the net proceeds in funds that primarily invest in short- and intermediate-term investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

        This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. Our management will retain broad discretion over the allocation of any net proceeds for any of the purposes described above and the investment of cash proceeds.

DIVIDEND POLICY

        We have not in the past paid, and do not currently intend to pay, cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. In addition, the terms of our current financing agreements preclude us, and any future financing agreements may preclude us, from paying cash dividends.

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CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents balance and our capitalization as of June 30, 2010:

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on an actual basis; and



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on an adjusted basis to reflect:



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the sale of            shares of our common stock in this offering and the use of the resulting net proceeds, based on an assumed initial public offering price of $        per share, which is the midpoint of the range reflected on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and our estimated expenses in this offering, as described in "Use of Proceeds";



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the issuance of            shares of our common stock to pay the prepayment premium on our Second Lien Loan as described under "Use of Proceeds" (based on a 7% discount to the assumed initial public offering price of $             per share, which is the midpoint of the range set forth on the cover of this prospectus); and



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the impact of the effects of the approval of a plan to accelerate the vesting of awards currently outstanding under our Long-Term Incentive Plan in the event of the consummation of this offering. The financial impact of the acceleration of the awards was calculated as a Type I Probable to Probable modification as defined by ASC 718, Stock Compensation. Under the modified vesting schedule, approximately two-thirds of all awards will be vested as of the date of completion of this offering resulting in the immediate recognition of approximately $9.7 million in stock-based compensation expense as of September 30, 2010.

        You should read this table together with "Use of Proceeds," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operation" and our financial statements and notes thereto and other financial and operating data included in this prospectus.

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DILUTION

        If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock in this offering and the net tangible book value per share of our common stock after this offering.

        Our net tangible book value as of June 30, 2010 was $10.4 million, or $            per share of common stock.

        After giving effect to our issuance and sale of            shares of common stock in this offering, less the estimated underwriting discounts and commissions and estimated offering expenses payable by us, based upon an assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover page of this prospectus, our net tangible book value as of June 30, 2010 would have been $             million, or $            per share of common stock. This represents an immediate increase in net tangible book value per share of $            to existing stockholders and an immediate dilution of $            per share to new investors. Dilution per share to new investors is determined by subtracting net tangible book value per share after this offering from the initial public offering price per share paid by a new investor. The following table illustrates the per share dilution:

        If the underwriters exercise their option to purchase additional shares of our common stock in full in this offering, the net tangible book value per share after the offering would not change since the shares for this option are all being provided by our selling stockholder and we will not receive any of the proceeds from the sale of these shares.

        The following table summarizes, as of June 30, 2010, the number of shares of our common stock purchased from us, the total consideration paid to us, and the average price per share paid to us by existing stockholders and to be paid by new investors purchasing shares of our common stock in this offering.

        A $1.00 increase or decrease in the assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease total consideration paid to us by investors participating in this offering by approximately $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        If the underwriters exercise their over-allotment option in full, the number of shares held by existing stockholders will be reduced to        shares, or         % of the total shares outstanding, and the number of shares held by investors participating in this offering will be increased to        shares, or        % of the total shares outstanding.

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        As of June 30, 2010, the following options and warrants were outstanding:

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             shares of common stock issuable upon the exercise of certain warrants with an exercise price of $        per share, which expire on                ;



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             shares of common stock issuable upon the exercise of options with an exercise price of $        per share;



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             shares of common stock issuable upon the exercise of options with an exercise price of $        per share;



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             shares of common stock issuable upon the exercise of options with an exercise price of $        per share;



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             shares of common stock issuable upon the exercise of options with a weighted-average exercise price of $        per share; and



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             additional shares of common stock available for issuance in connection with future awards under equity incentive plans.

        The above discussion and table assumes no exercise of options or warrants outstanding as of June 30, 2010. If all of these options and warrants were exercised, our existing stockholders, including the holders of these options and warrants, would own        % of the total number of shares of our common stock outstanding upon the closing of this offering and our new investors would own        % of the total number of shares of our common stock upon the closing of this offering.

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SELECTED HISTORICAL FINANCIAL DATA

        The following table sets forth our selected consolidated historical financial data for each of the periods indicated. The selected statement of operations data for the years ended December 31, 2009, 2008 and 2007 and the selected balance sheet data as of December 31, 2009 and 2008, were derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected statement of operations data for the ten months ended December 31, 2006 and balance sheet data as of December 31, 2007 and 2006 were derived from our audited consolidated statements, which are not included in this prospectus. The selected statement of operations data for the two months ended February 28, 2006 and the year ended December 31, 2005 were derived from our predecessor's audited consolidated financial statements, which are not included in this prospectus.

        The selected statement of operations data for the six months ended June 30, 2010 and 2009 and selected balance sheet data as of June 30, 2010 were derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. In the opinion of management, the unaudited condensed consolidated financial statements included in this prospectus include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of that information for such unaudited interim periods. The financial information presented for the interim periods has been prepared in a manner consistent with our accounting policies described in our annual financial statements included elsewhere in this prospectus, and should be read in conjunction therewith. Historical results are not necessarily indicative of future results, and operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period. The summary historical financial information should be read in conjunction with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes included elsewhere in this prospectus.

        The comparability of our selected historical financial data has been affected by the events described below. Our predecessor and certain of our affiliates, including ATA, our predecessor's principal operating subsidiary at the time, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in October 2004. We emerged from bankruptcy protection on February 28, 2006 with a new capital structure. We applied fresh-start accounting as of March 1, 2006 for our consolidated financial statements. Fresh-start reporting reflects the value of the company as determined by the approved Chapter 11 reorganization plan. Fresh-start reporting required us to allocate our reorganization value to our assets and liabilities based upon their estimated fair values. In addition, fresh-start reporting also required that all liabilities, other than deferred taxes, be stated at the present value of amounts to be paid using appropriate interest rates. The determination of fair value of assets and liabilities is subject to significant estimation and assumptions and there can be no assurance that the estimates, assumptions and values reflected in the valuations will be realized and actual results could vary materially. As a result of the fresh-start change in the basis of accounting for our underlying assets and liabilities, our results of operations and cash flows are separated as pre-March 1, 2006 (predecessor) and post-February 28, 2006 (Global). We include as a reporting period of our predecessor its pre-emergence two-month period ended February 28, 2006. The historical periods of our predecessor also do not reflect the impact of the fundamental changes in our assets and operations effected through the reorganization. As a result of these changes (and other changes described below), we do not believe our business operations or our operating results for periods prior to March 1, 2006 are comparable to our current business operations or our operating results since that date.

        We acquired World Air Holdings and its wholly owned subsidiaries, World and North American, on August 14, 2007. The results of World Air Holdings and its wholly owned subsidiaries have been included in our financial results since August 14, 2007.

        As discussed more fully in "Note 2—ATA Impairment and Subsequent Bankruptcy" of the notes to our audited consolidated financial statements, on April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code and ATA subsequently ceased all business operations. As

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of April 3, 2008, we ceased consolidating the results of operations and financial position of ATA in our consolidated financial statements. The results of operations of ATA through April 2, 2008 are included in our consolidated financial statements.

        During the year ended December 31, 2009 we restructured our senior secured debt and became the primary beneficiary of the ATA bankruptcy estate trust. As a result, we began consolidating our interest in the ATA bankruptcy estate in the second half of 2009. As of June 30, 2010, the estimated fair value of the ATA bankruptcy estate was $3.3 million.