##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2010
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 US Airways Group, Inc.
  
 
 US Airways, Inc.
  
 
 
 
 þ o
 o o
  US Airways Group, Inc.
    
    Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company oUS Airways, Inc.
    
    Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
  US Airways Group, Inc.
    
    Yes
    
    o
    
    No
    
    þUS Airways, Inc.
    
    Yes
    
    o
    
    No
    
    þ
  US Airways Group, Inc.
    
    Yes
    
    þ
    
    No
    
    oUS Airways, Inc.
    
    Yes
    
    þ
    
    No
    
    o




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##### 



US Airways Group, Inc.
US Airways, Inc.
Form 10-Q
Quarterly Period Ended September 30, 2010
Table of Contents
 PagePart I. Financial InformationItem 1A. Condensed Consolidated Financial Statements of US Airways Group, Inc.Condensed Consolidated Statements of Operations
    
    
    5Condensed Consolidated Balance Sheets
    
    
    6Condensed Consolidated Statements of Cash Flows
    
    
    7Notes to the Condensed Consolidated Financial Statements
    
    
    8Item 1B. Condensed Consolidated Financial Statements of US Airways, Inc.Condensed Consolidated Statements of Operations
    
    
    15Condensed Consolidated Balance Sheets
    
    
    16Condensed Consolidated Statements of Cash Flows
    
    
    17Notes to the Condensed Consolidated Financial Statements
    
    
    18Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    50Item 4. Controls and Procedures
    
    
    51Part II. Other InformationItem 1. Legal Proceedings
    
    
    52Item 1A. Risk Factors
    
    
    52Item 6. Exhibits
    
    
    62SignaturesExhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 31.3Exhibit 31.4Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



Note Concerning Forward-Looking Statements
  
    
    the impact of significant operating losses in the future;
 
    
    downturns in economic conditions and their impact on passenger demand and related revenues;
 
    
    increased costs of financing, a reduction in the availability of financing and fluctuations
in interest rates;
 
    
    the impact of the price and availability of fuel and significant disruptions in the supply
of aircraft fuel;
 
    
    our high level of fixed obligations and our ability to fund general corporate requirements,
obtain additional financing and respond to competitive developments;
 
    
    any failure to comply with the liquidity covenants contained in our financing
arrangements;
 
    
    provisions in our credit card processing and other commercial agreements that may affect
our liquidity;
 
    
    the impact of union disputes, employee strikes and other labor-related disruptions;
 
    
    our inability to maintain labor costs at competitive levels;
 
    
    our reliance on third-party regional operators or third-party service providers;
 
    
    our reliance on automated systems and the impact of any failure or disruption of these
systems;
 
    
    the impact of changes to our business model;
 
    
    competitive practices in the industry, including the impact of industry consolidation;
 
    
    the loss of key personnel or our ability to attract and retain qualified personnel;
 
    
    the impact of conflicts overseas or terrorist attacks, and the impact of ongoing security
concerns;
 
    
    changes in government legislation and regulation;
 
    
    our ability to operate and grow our route network;
 
    
    the impact of environmental laws and regulations;
 
    
    costs of ongoing data security compliance requirements and the impact of any data security
breach;
 
    
    interruptions or disruptions in service at one or more of our hub airports;
 
    
    the impact of any accident involving our aircraft or the aircraft of our regional
operators;
  3




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##### Table of Contents




    
    delays in scheduled aircraft deliveries or other loss of anticipated fleet capacity;
 
    
    the impact of weather conditions and seasonality of airline travel;
 
    
    the impact of possible future increases in insurance costs and disruptions to insurance
markets;
 
    
    the impact of global events that affect travel behavior, such as an outbreak of a
contagious disease;
 
    
    the impact of foreign currency exchange rate fluctuations;
 
    
    our ability to use NOLs and certain other tax attributes; and
 
    
    other risks and uncertainties listed from time to time in our reports to and filings with
the Securities and Exchange Commission.
  
 Part I. Financial Information
   4




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##### Table of Contents



Item 1A. Condensed Consolidated Financial Statements of US Airways Group, Inc.
 US Airways Group, Inc.
 
 Condensed Consolidated Statements of Operations
 (In millions, except share and per share amounts)
(Unaudited)
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Operating revenues:Mainline passenger
    
    $
    2,066
    
    
    $
    1,757
    
    
    $
    5,800
    
    
    $
    5,092Express passenger
    
    
    746
    
    
    
    662
    
    
    
    2,114
    
    
    
    1,856Cargo
    
    
    37
    
    
    
    23
    
    
    
    107
    
    
    
    67Other
    
    
    330
    
    
    
    277
    
    
    
    980
    
    
    
    817Total operating revenues
    
    
    3,179
    
    
    
    2,719
    
    
    
    9,001
    
    
    
    7,832Operating expenses:Aircraft fuel and related taxes
    
    
    625
    
    
    
    534
    
    
    
    1,775
    
    
    
    1,353Loss on fuel hedging instruments, net
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    7Salaries and related costs
    
    
    579
    
    
    
    553
    
    
    
    1,708
    
    
    
    1,653Express expenses
    
    
    694
    
    
    
    654
    
    
    
    2,027
    
    
    
    1,882Aircraft rent
    
    
    168
    
    
    
    171
    
    
    
    508
    
    
    
    523Aircraft maintenance
    
    
    160
    
    
    
    174
    
    
    
    479
    
    
    
    532Other rent and landing fees
    
    
    143
    
    
    
    148
    
    
    
    413
    
    
    
    422Selling expenses
    
    
    118
    
    
    
    99
    
    
    
    320
    
    
    
    291Special items, net
    
    
    3
    
    
    
    15
    
    
    
    (1
    )
    
    
    22Depreciation and amortization
    
    
    65
    
    
    
    63
    
    
    
    189
    
    
    
    185Other
    
    
    309
    
    
    
    300
    
    
    
    907
    
    
    
    859Total operating expenses
    
    
    2,864
    
    
    
    2,713
    
    
    
    8,325
    
    
    
    7,729Operating income
    
    
    315
    
    
    
    6
    
    
    
    676
    
    
    
    103Nonoperating income (expense):Interest income
    
    
    2
    
    
    
    5
    
    
    
    11
    
    
    
    17Interest expense, net
    
    
    (83
    )
    
    
    (81
    )
    
    
    (252
    )
    
    
    (229
    )Other, net
    
    
    7
    
    
    
    (10
    )
    
    
    41
    
    
    
    (16
    )Total nonoperating expense, net
    
    
    (74
    )
    
    
    (86
    )
    
    
    (200
    )
    
    
    (228
    )Income (loss) before income taxes
    
    
    241
    
    
    
    (80
    )
    
    
    476
    
    
    
    (125
    )Income tax provision
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    Net income (loss)
    
    $
    240
    
    
    $
    (80
    )
    
    $
    475
    
    
    $
    (125
    )Earnings (loss) per common share:Basic earnings (loss) per common share
    
    $
    1.49
    
    
    $
    (0.60
    )
    
    $
    2.94
    
    
    $
    (1.01
    )Diluted earnings (loss) per common share
    
    $
    1.22
    
    
    $
    (0.60
    )
    
    $
    2.45
    
    
    $
    (1.01
    )Shares used for computation (in thousands):Basic
    
    
    161,464
    
    
    
    132,985
    
    
    
    161,290
    
    
    
    123,632Diluted
    
    
    204,535
    
    
    
    132,985
    
    
    
    200,775
    
    
    
    123,632
   5




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##### Table of Contents



US Airways Group, Inc.
 
 Condensed Consolidated Balance Sheets
 (In millions, except share and per share amounts)
(Unaudited)
 September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assetsCash and cash equivalents
    
    $
    1,885
    
    
    $
    1,299Investments in marketable securities
    
    
    55
    
    
    
    Accounts receivable, net
    
    
    371
    
    
    
    285Materials and supplies, net
    
    
    223
    
    
    
    227Prepaid expenses and other
    
    
    538
    
    
    
    520Total current assets
    
    
    3,072
    
    
    
    2,331Property and equipmentFlight equipment
    
    
    4,105
    
    
    
    3,852Ground property and equipment
    
    
    824
    
    
    
    883Less accumulated depreciation and amortization
    
    
    (1,250
    )
    
    
    (1,151
    )3,679
    
    
    
    3,584Equipment purchase deposits
    
    
    91
    
    
    
    112Total property and equipment
    
    
    3,770
    
    
    
    3,696Other assetsOther intangibles, net of accumulated amortization of $133 million and $113 million, respectively
    
    
    483
    
    
    
    503Restricted cash
    
    
    389
    
    
    
    480Investments in marketable securities
    
    
    59
    
    
    
    203Other assets
    
    
    233
    
    
    
    241Total other assets
    
    
    1,164
    
    
    
    1,427Total assets
    
    $
    8,006
    
    
    $
    7,454LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT)Current liabilitiesCurrent maturities of debt and capital leases
    
    $
    441
    
    
    $
    502Accounts payable
    
    
    372
    
    
    
    337Air traffic liability
    
    
    1,036
    
    
    
    778Accrued compensation and vacation
    
    
    256
    
    
    
    178Accrued taxes
    
    
    154
    
    
    
    141Other accrued expenses
    
    
    790
    
    
    
    853Total current liabilities
    
    
    3,049
    
    
    
    2,789Noncurrent liabilities and deferred creditsLong-term debt and capital leases, net of current maturities
    
    
    3,987
    
    
    
    4,024Deferred gains and credits, net
    
    
    342
    
    
    
    377Postretirement benefits other than pensions
    
    
    128
    
    
    
    130Employee benefit liabilities and other
    
    
    426
    
    
    
    489Total noncurrent liabilities and deferred credits
    
    
    4,883
    
    
    
    5,020Commitments and contingenciesStockholders equity (deficit)Common stock, $0.01 par value; 400,000,000 shares authorized, 161,950,734 and 161,533,110 shares
issued and outstanding at September 30, 2010; 161,520,457 and 161,102,833 shares issued and
outstanding at December 31, 2009
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    2,117
    
    
    
    2,107Accumulated other comprehensive income
    
    
    34
    
    
    
    90Accumulated deficit
    
    
    (2,066
    )
    
    
    (2,541
    )Treasury stock, common stock, 417,624 shares at September 30, 2010 and December 31, 2009
    
    
    (13
    )
    
    
    (13
    )Total stockholders equity (deficit)
    
    
    74
    
    
    
    (355
    )Total liabilities and stockholders equity (deficit)
    
    $
    8,006
    
    
    $
    7,454
   6




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##### Table of Contents



US Airways Group, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (In millions)
(Unaudited)
 Nine Months Ended September 30,2010
    
    
    2009Net cash provided by operating activities
    
    $
    789
    
    
    $
    130Cash flows from investing activities:Purchases of property and equipment
    
    
    (133
    )
    
    
    (731
    )Purchases of marketable securities
    
    
    (180
    )
    
    
    Sales of marketable securities
    
    
    268
    
    
    
    20Decrease in long-term restricted cash
    
    
    91
    
    
    
    10Proceeds from sale-leaseback transactions and dispositions of property and equipment
    
    
    3
    
    
    
    55Net cash provided by (used in) investing activities
    
    
    49
    
    
    
    (646
    )Cash flows from financing activities:Repayments of debt and capital lease obligations
    
    
    (367
    )
    
    
    (271
    )Proceeds from issuance of debt
    
    
    120
    
    
    
    803Deferred financing costs
    
    
    (5
    )
    
    
    (11
    )Proceeds from issuance of common stock, net
    
    
    
    
    
    
    203Net cash provided by (used in) financing activities
    
    
    (252
    )
    
    
    724Net increase in cash and cash equivalents
    
    
    586
    
    
    
    208Cash and cash equivalents at beginning of period
    
    
    1,299
    
    
    
    1,034Cash and cash equivalents at end of period
    
    $
    1,885
    
    
    $
    1,242Non-cash investing and financing activities:Note payables issued for aircraft purchases
    
    $
    111
    
    
    $
    136Interest payable converted to debt
    
    
    33
    
    
    
    29Net unrealized loss (gain) on available-for-sale securities
    
    
    1
    
    
    
    (51
    )Deposit applied to principal repayment on debt
    
    
    (31
    )
    
    
    Maintenance payable converted to debt
    
    
    
    
    
    
    13Supplemental information:Interest paid, net of amounts capitalized
    
    $
    181
    
    
    $
    165Income taxes paid
    
    
    1
    
    
    
    
   7




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##### Table of Contents



US Airways Group, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 1. Basis of Presentation
   Recent Accounting Pronouncements
    8




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##### Table of Contents



2. Special Items, Net
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Aviation Security Infrastructure Fee (ASIF) refund (a)
    
    $
    
    
    
    $
    
    
    
    $
    (16
    )
    
    $
    Other costs (b)
    
    
    3
    
    
    
    
    
    
    
    10
    
    
    
    Aircraft costs (c)
    
    
    
    
    
    
    10
    
    
    
    5
    
    
    
    16Severance and other charges (d)
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    6Special items, net
    
    $
    3
    
    
    $
    15
    
    
    $
    (1
    )
    
    $
    22
 
 (a)
    
    In the nine months ended September 30, 2010, the Company recorded a $16 million refund of
ASIF paid to the Transportation Security Administration (TSA) during the years 2005 to 2009.(b)
    
    In the three months ended September 30, 2010, the Company recorded $3 million in other net
special charges. In the nine months ended September 30, 2010, the Company recorded other net
special charges of $10 million, which included a settlement and corporate transaction costs.(c)
    
    In the nine months ended September 30, 2010, the Company recorded $5 million in aircraft
costs as a result of previously announced capacity reductions.In the three and nine months ended September 30, 2009, the Company recorded $10 million and $16
million in aircraft costs, respectively, as a result of capacity reductions.(d)
    
    In the three and nine months ended September 30, 2009, the Company recorded $5 million and $6
million in severance and other charges, respectively.  9




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##### Table of Contents



3. Earnings (Loss) Per Common Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic earnings (loss) per share:Net income (loss)
    
    $
    240
    
    
    $
    (80
    )
    
    $
    475
    
    
    $
    (125
    )Weighted average common shares outstanding (in thousands)
    
    
    161,464
    
    
    
    132,985
    
    
    
    161,290
    
    
    
    123,632Basic earnings (loss) per share
    
    $
    1.49
    
    
    $
    (0.60
    )
    
    $
    2.94
    
    
    $
    (1.01
    )Diluted earnings (loss) per share:Net income (loss)
    
    $
    240
    
    
    $
    (80
    )
    
    $
    475
    
    
    $
    (125
    )Interest expense on 7.25% convertible senior notes
    
    
    6
    
    
    
    
    
    
    
    17
    
    
    
    Interest expense on 7% senior convertible notes
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) for purposes of computing diluted
earnings (loss) per share
    
    $
    249
    
    
    $
    (80
    )
    
    $
    492
    
    
    $
    (125
    )Share computation (in thousands):Weighted average common shares outstanding
    
    
    161,464
    
    
    
    132,985
    
    
    
    161,290
    
    
    
    123,632Dilutive effect of stock awards
    
    
    2,307
    
    
    
    
    
    
    
    1,739
    
    
    
    Assumed conversion of 7.25% convertible senior notes
    
    
    37,746
    
    
    
    
    
    
    
    37,746
    
    
    
    Assumed conversion of 7% senior convertible notes
    
    
    3,018
    
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares outstanding as adjusted
    
    
    204,535
    
    
    
    132,985
    
    
    
    200,775
    
    
    
    123,632Diluted earnings (loss) per share
    
    $
    1.22
    
    
    $
    (0.60
    )
    
    $
    2.45
    
    
    $
    (1.01
    )
     10




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##### Table of Contents



4. Debt
  September 30,
    
    
    December 31,2010
    
    
    2009SecuredCiticorp North America loan, variable interest rate of 2.76%, installments due through 2014
    
    $
    1,152
    
    
    $
    1,168Equipment loans and other notes payable, fixed and variable interest rates ranging from 1.66% to
10.52%, maturing from 2010 to 2029
    
    
    2,286
    
    
    
    2,201Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 7.08%
to 9.01%, maturing from 2015 to 2022
    
    
    469
    
    
    
    505Other secured obligations, fixed interest rates ranging from 8% to 8.08%, maturing from 2015 to 2021
    
    
    79
    
    
    
    84Senior secured discount notes
    
    
    
    
    
    
    323,986
    
    
    
    3,990UnsecuredBarclays prepaid miles, variable interest rate of 5.01%, interest only payments
    
    
    200
    
    
    
    200Airbus advance, repayments through 2018
    
    
    238
    
    
    
    2477.25% convertible senior notes, interest only payments until due in 2014
    
    
    172
    
    
    
    1727% senior convertible notes, interest only payments until due in 2020 (a)
    
    
    5
    
    
    
    74Industrial development bonds, fixed interest rate of 6.3%, interest only payments until due in 2023
    
    
    29
    
    
    
    29Other unsecured obligations, maturing from 2011 to 2012
    
    
    27
    
    
    
    81671
    
    
    
    803Total long-term debt and capital lease obligations
    
    
    4,657
    
    
    
    4,793Less: Total unamortized discount on debt
    
    
    (229
    )
    
    
    (267
    )Current maturities, less $9 million of unamortized discount on debt at December 31, 2009
    
    
    (441
    )
    
    
    (502
    )Long-term debt and capital lease obligations, net of current maturities
    
    $
    3,987
    
    
    $
    4,024
 
 The Company was in compliance with the covenants in its debt agreements at September 30, 2010.(a)
    
    Prior to September 30, 2010, the Company had $74 million of principal amount outstanding
under its 7% notes. Holders had the right to require the Company to purchase for cash or
shares or a combination thereof, at the Companys election, all or a portion of their 7% notes
on September 30, 2010 at a purchase price equal to 100% of the principal amount of the
7% notes to be repurchased plus accrued and unpaid interest, if any, to the purchase date. As
of September 30, 2010, $69 million of the 7% notes outstanding were validly surrendered for
purchase and the Company paid $69 million in cash to satisfy the aggregate purchase price. The
principal amount of the remaining 7% notes outstanding as of September 30, 2010 was $5
million. 2010 Financing Transactions
   Fair Value of Debt
   11




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##### Table of Contents



5. Income Taxes
    6. Express Expenses
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Aircraft fuel and related taxes
    
    $
    197
    
    
    $
    171
    
    
    $
    562
    
    
    $
    438Salaries and related costs
    
    
    63
    
    
    
    63
    
    
    
    189
    
    
    
    187Capacity purchases
    
    
    272
    
    
    
    271
    
    
    
    809
    
    
    
    802Aircraft rent
    
    
    13
    
    
    
    13
    
    
    
    39
    
    
    
    39Aircraft maintenance
    
    
    19
    
    
    
    19
    
    
    
    55
    
    
    
    62Other rent and landing fees
    
    
    33
    
    
    
    30
    
    
    
    96
    
    
    
    91Selling expenses
    
    
    48
    
    
    
    41
    
    
    
    128
    
    
    
    115Special items, net (a)
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    Depreciation and amortization
    
    
    6
    
    
    
    6
    
    
    
    18
    
    
    
    18Other expenses
    
    
    43
    
    
    
    40
    
    
    
    132
    
    
    
    130Express expenses
    
    $
    694
    
    
    $
    654
    
    
    $
    2,027
    
    
    $
    1,882
 (a)
    
    In the nine months ended September 30, 2010, the Company recorded a $1 million refund for its
Express subsidiaries of ASIF paid to the TSA during the years 2005 to 2009. 7. Derivative Instruments
   12




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##### Table of Contents



8. Investments in Marketable Securities
 Current
  Noncurrent
     9. Fair Value Measurements
  Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    ValuationFair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TechniqueAt September 30, 2010Investments in marketable securities (noncurrent)
    
    $
    59
    
    
    $
    
    
    
    $
    
    
    
    $
    59
    
    
    
    (1
    )At December 31, 2009Investments in marketable securities (noncurrent)
    
    $
    203
    
    
    $
    
    
    
    $
    
    
    
    $
    203
    
    
    
    (1
    )
 (1)
    
    The Company estimated the fair value of its auction rate securities based on the following:
(i) the underlying structure of each security; (ii) the present value of future principal and
interest payments discounted at rates considered to reflect current market conditions;
(iii) consideration of the probabilities of default, passing a future auction, or repurchase
at par for each period; and (iv) estimates of the recovery rates in the event of default for
each security. These estimated fair values could change significantly based on future market
conditions. Refer to Note 8 for further discussion of the Companys investments in marketable
securities.  13




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##### Table of Contents



Investments inMarketableSecurities(Noncurrent)Balance at December 31, 2009
    
    $
    203Sales of marketable securities
    
    
    (143
    )Net unrealized losses recorded to other comprehensive income
    
    
    (1
    )Balance at September 30, 2010
    
    $
    59
 10. Other Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss)
    
    $
    240
    
    
    $
    (80
    )
    
    $
    475
    
    
    $
    (125
    )Recognition of net realized gains on sale of available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    Net unrealized gains (losses) on available-for-sale securities
    
    
    
    
    
    
    17
    
    
    
    (1
    )
    
    
    51Pension and other postretirement benefits
    
    
    (1
    )
    
    
    (2
    )
    
    
    (3
    )
    
    
    (7
    )Total comprehensive income (loss)
    
    $
    239
    
    
    $
    (65
    )
    
    $
    419
    
    
    $
    (81
    )
  September 30,
    
    
    December 31,2010
    
    
    2009Pension and other postretirement benefits
    
    $
    52
    
    
    $
    55Available-for-sale securities
    
    
    (18
    )
    
    
    35Accumulated other comprehensive income
    
    $
    34
    
    
    $
    90
 11. Slot Exchange
   12. Subsequent Event
   14




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##### Table of Contents



Item 1B. Condensed Consolidated Financial Statements of US Airways, Inc.
 US Airways, Inc.
 
 Condensed Consolidated Statements of Operations
 (In millions)
(Unaudited)
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Operating revenues:Mainline passenger
    
    $
    2,066
    
    
    $
    1,757
    
    
    $
    5,800
    
    
    $
    5,092Express passenger
    
    
    746
    
    
    
    662
    
    
    
    2,114
    
    
    
    1,856Cargo
    
    
    37
    
    
    
    23
    
    
    
    107
    
    
    
    67Other
    
    
    368
    
    
    
    316
    
    
    
    1,089
    
    
    
    930Total operating revenues
    
    
    3,217
    
    
    
    2,758
    
    
    
    9,110
    
    
    
    7,945Operating expenses:Aircraft fuel and related taxes
    
    
    625
    
    
    
    534
    
    
    
    1,775
    
    
    
    1,353Loss on fuel hedging instruments, net
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    7Salaries and related costs
    
    
    579
    
    
    
    553
    
    
    
    1,708
    
    
    
    1,653Express expenses
    
    
    727
    
    
    
    689
    
    
    
    2,123
    
    
    
    1,975Aircraft rent
    
    
    168
    
    
    
    171
    
    
    
    508
    
    
    
    523Aircraft maintenance
    
    
    160
    
    
    
    174
    
    
    
    479
    
    
    
    532Other rent and landing fees
    
    
    143
    
    
    
    148
    
    
    
    413
    
    
    
    422Selling expenses
    
    
    118
    
    
    
    99
    
    
    
    320
    
    
    
    291Special items, net
    
    
    3
    
    
    
    15
    
    
    
    (1
    )
    
    
    22Depreciation and amortization
    
    
    67
    
    
    
    65
    
    
    
    196
    
    
    
    192Other
    
    
    316
    
    
    
    307
    
    
    
    927
    
    
    
    879Total operating expenses
    
    
    2,906
    
    
    
    2,757
    
    
    
    8,448
    
    
    
    7,849Operating income
    
    
    311
    
    
    
    1
    
    
    
    662
    
    
    
    96Nonoperating income (expense):Interest income
    
    
    2
    
    
    
    5
    
    
    
    11
    
    
    
    17Interest expense, net
    
    
    (59
    )
    
    
    (64
    )
    
    
    (179
    )
    
    
    (189
    )Other, net
    
    
    10
    
    
    
    (10
    )
    
    
    42
    
    
    
    (18
    )Total nonoperating expense, net
    
    
    (47
    )
    
    
    (69
    )
    
    
    (126
    )
    
    
    (190
    )Income (loss) before income taxes
    
    
    264
    
    
    
    (68
    )
    
    
    536
    
    
    
    (94
    )Income tax provision
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    Net income (loss)
    
    $
    263
    
    
    $
    (68
    )
    
    $
    535
    
    
    $
    (94
    )
   15




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##### Table of Contents



US Airways, Inc.
 
 Condensed Consolidated Balance Sheets
 (In millions, except share and per share amounts)
(Unaudited)
 September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assetsCash and cash equivalents
    
    $
    1,823
    
    
    $
    1,209Investments in marketable securities
    
    
    55
    
    
    
    Accounts receivable, net
    
    
    369
    
    
    
    282Materials and supplies, net
    
    
    189
    
    
    
    188Prepaid expenses and other
    
    
    514
    
    
    
    507Total current assets
    
    
    2,950
    
    
    
    2,186Property and equipmentFlight equipment
    
    
    3,959
    
    
    
    3,710Ground property and equipment
    
    
    795
    
    
    
    856Less accumulated depreciation and amortization
    
    
    (1,189
    )
    
    
    (1,098
    )3,565
    
    
    
    3,468Equipment purchase deposits
    
    
    91
    
    
    
    112Total property and equipment
    
    
    3,656
    
    
    
    3,580Other assetsOther intangibles, net of accumulated amortization of $124 million and $106 million, respectively
    
    
    449
    
    
    
    467Restricted cash
    
    
    389
    
    
    
    480Investments in marketable securities
    
    
    59
    
    
    
    203Other assets
    
    
    204
    
    
    
    207Total other assets
    
    
    1,101
    
    
    
    1,357Total assets
    
    $
    7,707
    
    
    $
    7,123LIABILITIES & STOCKHOLDERS EQUITYCurrent liabilitiesCurrent maturities of debt and capital leases
    
    $
    425
    
    
    $
    418Accounts payable
    
    
    356
    
    
    
    319Payables to related parties, net
    
    
    586
    
    
    
    642Air traffic liability
    
    
    1,036
    
    
    
    778Accrued compensation and vacation
    
    
    247
    
    
    
    171Accrued taxes
    
    
    154
    
    
    
    142Other accrued expenses
    
    
    752
    
    
    
    815Total current liabilities
    
    
    3,556
    
    
    
    3,285Noncurrent liabilities and deferred creditsLong-term debt and capital leases, net of current maturities
    
    
    2,589
    
    
    
    2,667Deferred gains and credits, net
    
    
    295
    
    
    
    317Postretirement benefits other than pensions
    
    
    127
    
    
    
    129Employee benefit liabilities and other
    
    
    406
    
    
    
    470Total noncurrent liabilities and deferred credits
    
    
    3,417
    
    
    
    3,583Commitments and contingenciesStockholders equityCommon stock, $1 par value, 1,000 shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    2,445
    
    
    
    2,445Accumulated other comprehensive income
    
    
    38
    
    
    
    94Accumulated deficit
    
    
    (1,749
    )
    
    
    (2,284
    )Total stockholders equity
    
    
    734
    
    
    
    255Total liabilities and stockholders equity
    
    $
    7,707
    
    
    $
    7,123
   16




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##### Table of Contents



US Airways, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (In millions)
(Unaudited)
 Nine Months Ended September 30,2010
    
    
    2009Net cash provided by operating activities
    
    $
    749
    
    
    $
    211Cash flows from investing activities:Purchases of property and equipment
    
    
    (122
    )
    
    
    (727
    )Purchases of marketable securities
    
    
    (180
    )
    
    
    Sales of marketable securities
    
    
    268
    
    
    
    20Decrease in long-term restricted cash
    
    
    91
    
    
    
    10Proceeds from sale-leaseback transactions and dispositions of property and equipment
    
    
    3
    
    
    
    55Net cash provided by (used in) investing activities
    
    
    60
    
    
    
    (642
    )Cash flows from financing activities:Repayments of debt and capital lease obligations
    
    
    (282
    )
    
    
    (255
    )Proceeds from issuance of debt
    
    
    90
    
    
    
    631Deferred financing costs
    
    
    (3
    )
    
    
    (6
    )Net cash provided by (used in) financing activities
    
    
    (195
    )
    
    
    370Net increase (decrease) in cash and cash equivalents
    
    
    614
    
    
    
    (61
    )Cash and cash equivalents at beginning of period
    
    
    1,209
    
    
    
    1,026Cash and cash equivalents at end of period
    
    $
    1,823
    
    
    $
    965Non-cash investing and financing activities:Note payables issued for aircraft purchases
    
    $
    111
    
    
    $
    136Interest payable converted to debt
    
    
    33
    
    
    
    29Net unrealized loss (gain) on available-for-sale securities
    
    
    1
    
    
    
    (51
    )Deposit applied to principal repayment on debt
    
    
    (31
    )
    
    
    Forgiveness of intercompany payable to US Airways Group
    
    
    
    
    
    
    600Maintenance payable converted to debt
    
    
    
    
    
    
    13Supplemental information:Interest paid, net of amounts capitalized
    
    $
    132
    
    
    $
    126Income taxes paid
    
    
    1
    
    
    
    
   17




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##### Table of Contents



US Airways, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 1. Basis of Presentation
   Recent Accounting Pronouncements
    18




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##### Table of Contents



2. Special Items, Net
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Aviation Security Infrastructure Fee (ASIF) refund (a)
    
    $
    
    
    
    $
    
    
    
    $
    (16
    )
    
    $
    Other costs (b)
    
    
    3
    
    
    
    
    
    
    
    10
    
    
    
    Aircraft costs (c)
    
    
    
    
    
    
    10
    
    
    
    5
    
    
    
    16Severance and other charges (d)
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    6Special items, net
    
    $
    3
    
    
    $
    15
    
    
    $
    (1
    )
    
    $
    22
 
 (a)
    
    In the nine months ended September 30, 2010, US Airways recorded a $16 million refund of ASIF
paid to the Transportation Security Administration (TSA) during the years 2005 to 2009.(b)
    
    In the three months ended September 30, 2010, US Airways recorded $3 million in other net
special charges. In the nine months ended September 30, 2010, US Airways recorded other net
special charges of $10 million, which included a settlement and corporate transaction costs.(c)
    
    In the nine months ended September 30, 2010, US Airways recorded $5 million in aircraft costs
as a result of previously announced capacity reductions.In the three and nine months ended September 30, 2009, US Airways recorded $10 million and $16
million in aircraft costs, respectively, as a result of capacity reductions.(d)
    
    In the three and nine months ended September 30, 2009, US Airways recorded $5 million and $6
million in severance and other charges, respectively.  19




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##### Table of Contents



3. Debt
  September 30,
    
    
    December 31,2010
    
    
    2009SecuredEquipment loans and other notes payable, fixed and variable interest rates ranging from 1.66% to
10.52%, maturing from 2010 to 2021
    
    $
    2,256
    
    
    $
    2,201Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 7.08%
to 9.01%, maturing from 2015 to 2022
    
    
    469
    
    
    
    505Other secured obligations, fixed interest rates ranging from 8% to 8.08%, maturing from 2015 to 2021
    
    
    79
    
    
    
    84Senior secured discount notes
    
    
    
    
    
    
    322,804
    
    
    
    2,822UnsecuredAirbus advance, repayments through 2018
    
    
    238
    
    
    
    247Industrial development bonds, fixed interest rate of 6.3%, interest only payments until due in 2023
    
    
    29
    
    
    
    29Other unsecured obligations, maturing from 2011 to 2012
    
    
    27
    
    
    
    81294
    
    
    
    357Total long-term debt and capital lease obligations
    
    
    3,098
    
    
    
    3,179Less: Total unamortized discount on debt
    
    
    (84
    )
    
    
    (94
    )Current maturities, less $4 million of unamortized discount on debt at December 31, 2009
    
    
    (425
    )
    
    
    (418
    )Long-term debt and capital lease obligations, net of current maturities
    
    $
    2,589
    
    
    $
    2,667
 
  2010 Financing Transactions
  Fair Value of Debt
  4. Related Party Transactions
  September 30, 2010
    
    
    December 31, 2009US Airways Group
    
    $
    543
    
    
    $
    607US Airways Groups wholly owned subsidiaries
    
    
    43
    
    
    
    35$
    586
    
    
    $
    642
    20




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##### Table of Contents



5. Income Taxes
     6. Express Expenses
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Aircraft fuel and related taxes
    
    $
    197
    
    
    $
    171
    
    
    $
    563
    
    
    $
    438Salaries and related costs
    
    
    6
    
    
    
    6
    
    
    
    18
    
    
    
    18Capacity purchases
    
    
    428
    
    
    
    425
    
    
    
    1,267
    
    
    
    1,261Other rent and landing fees
    
    
    27
    
    
    
    24
    
    
    
    80
    
    
    
    75Selling expenses
    
    
    48
    
    
    
    41
    
    
    
    128
    
    
    
    115Other expenses
    
    
    21
    
    
    
    22
    
    
    
    67
    
    
    
    68Express expenses
    
    $
    727
    
    
    $
    689
    
    
    $
    2,123
    
    
    $
    1,975
 7. Derivative Instruments
   21




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##### Table of Contents



8. Investments in Marketable Securities
 Current
  Noncurrent
     9. Fair Value Measurements
  Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    ValuationFair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TechniqueAt September 30, 2010Investments in marketable securities (noncurrent)
    
    $
    59
    
    
    $
    
    
    
    $
    
    
    
    $
    59
    
    
    
    (1
    )At December 31, 2009Investments in marketable securities (noncurrent)
    
    $
    203
    
    
    $
    
    
    
    $
    
    
    
    $
    203
    
    
    
    (1
    )
 (1)
    
    US Airways estimated the fair value of its auction rate securities based on the following:
(i) the underlying structure of each security; (ii) the present value of future principal and
interest payments discounted at rates considered to reflect current market conditions;
(iii) consideration of the probabilities of default, passing a future auction, or repurchase
at par for each period; and (iv) estimates of the recovery rates in the event of default for
each security. These estimated fair values could change significantly based on future market
conditions. Refer to Note 8 for further discussion of US Airways investments in marketable
securities.  22




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##### Table of Contents



Investments inMarketableSecurities(Noncurrent)Balance at December 31, 2009
    
    $
    203Sales of marketable securities
    
    
    (143
    )Net unrealized losses recorded to other comprehensive income
    
    
    (1
    )Balance at September 30, 2010
    
    $
    59
 10. Other Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss)
    
    $
    263
    
    
    $
    (68
    )
    
    $
    535
    
    
    $
    (94
    )Recognition of net realized gains on sale of available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    Net unrealized gains (losses) on available-for-sale securities
    
    
    
    
    
    
    17
    
    
    
    (1
    )
    
    
    51Other postretirement benefits
    
    
    (1
    )
    
    
    (2
    )
    
    
    (3
    )
    
    
    (7
    )Total comprehensive income (loss)
    
    $
    262
    
    
    $
    (53
    )
    
    $
    479
    
    
    $
    (50
    )
  September 30,
    
    
    December 31,2010
    
    
    2009Other postretirement benefits
    
    $
    56
    
    
    $
    59Available-for-sale securities
    
    
    (18
    )
    
    
    35Accumulated other comprehensive income
    
    $
    38
    
    
    $
    94
 11. Slot Exchange
   12. Subsequent Event
   23




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Background
   The U.S. Airline Industry
      24




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##### Table of Contents



US Airways
  Revenue
  Fuel
   Cost Control
   PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In cents)Mainline CASM excluding special items, fuel and profit sharing:Total mainline CASM
    
    
    11.34
    
    
    
    11.00
    
    
    
    3.1Special items, net
    
    
    (0.01
    )
    
    
    (0.08
    )
    
    
    (82.4
    )Aircraft fuel and related taxes
    
    
    (3.26
    )
    
    
    (2.85
    )
    
    
    14.4Loss on fuel hedging instruments, net
    
    
    
    
    
    
    (0.01
    )
    
    
    nmProfit sharing
    
    
    (0.13
    )
    
    
    
    
    
    
    nmTotal mainline CASM excluding special items, fuel and profit sharing (1)
    
    
    7.93
    
    
    
    8.06
    
    
    
    (1.6
    )
 (1)
    
    We believe that the presentation of mainline CASM excluding fuel is useful to investors as
both the cost and availability of fuel are subject to many economic and political factors
beyond our control, and excluding special items and profit sharing provides investors the
ability to measure financial performance in a way that is more indicative of our ongoing
performance and is more comparable to measures reported by other major airlines. Management
uses mainline CASM excluding special items, fuel and profit sharing to evaluate our operating
performance. Amounts may not recalculate due to rounding.   25




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##### Table of Contents



Customer Service
    2010
    
    
    2009
    
    
    Percent Better (Worse) 2010-2009July
    
    
    August
    
    
    September (e)
    
    
    July
    
    
    August
    
    
    September
    
    
    July
    
    
    August
    
    
    SeptemberOn-time performance (a)
    
    
    82.1
    
    
    
    84.9
    
    
    
    87.1
    
    
    
    80.6
    
    
    
    81.4
    
    
    
    87.9
    
    
    
    1.9
    
    
    
    4.3
    
    
    
    (0.9
    )Completion factor (b)
    
    
    98.9
    
    
    
    99.2
    
    
    
    99.4
    
    
    
    98.9
    
    
    
    99.0
    
    
    
    99.5
    
    
    
    
    
    
    
    0.2
    
    
    
    (0.1
    )Mishandled baggage (c)
    
    
    2.60
    
    
    
    2.36
    
    
    
    2.00
    
    
    
    2.75
    
    
    
    2.90
    
    
    
    2.14
    
    
    
    5.5
    
    
    
    18.6
    
    
    
    6.5Customer complaints (d)
    
    
    1.71
    
    
    
    1.92
    
    
    
    1.25
    
    
    
    1.20
    
    
    
    1.10
    
    
    
    0.88
    
    
    
    (42.5
    )
    
    
    (74.5
    )
    
    
    (42.0
    )
 
 (a)
    
    Percentage of reported flight operations arriving on time as defined by the DOT.(b)
    
    Percentage of scheduled flight operations completed.(c)
    
    Rate of mishandled baggage reports per 1,000 passengers.(d)
    
    Rate of customer complaints filed with the DOT per 100,000 passengers.(e)
    
    September 2010 operating statistics are preliminary as the DOT has not issued its September
2010 Air Travel Consumer Report as of the date of this filing. Liquidity Position
  September 30,
    
    
    December 31,2010
    
    
    2009(In millions)Cash and cash equivalents and short-term investments in marketable securities
    
    $
    1,940
    
    
    $
    1,299Long-term restricted cash
    
    
    389
    
    
    
    480Long-term investments in marketable securities
    
    
    59
    
    
    
    203Total cash, cash equivalents, investments in marketable securities and restricted cash
    
    $
    2,388
    
    
    $
    1,982
    26




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##### Table of Contents



US Airways Groups Results of Operations
   
    
    $48 million of net unrealized gains resulting from the application of mark-to-market
accounting for changes in the fair value of fuel hedging instruments. These unrealized gains
were due primarily to the reversal of unrealized losses recognized in prior periods as hedge
transactions settled in the 2009 period;
 
    
    $15 million of net special charges, consisting of $10 million in aircraft costs as a
result of capacity reductions and $5 million in severance and other charges; and
 
    
    $3 million in other-than-temporary non-cash impairment charges for investments in auction
rate securities, included in nonoperating expense, net.
  
    
    $1 million of net special credits, consisting of a $16 million refund of Aviation Security
Infrastructure Fees (ASIF) paid to the Transportation Security Administration (TSA)
during the years 2005 to 2009, offset by other net special charges of $10 million, which
included a settlement and corporate transaction costs, and $5 million in aircraft costs as a
result of previously announced capacity reductions;
 
    
    $1 million refund for our Express subsidiaries of ASIF paid to the TSA during the years
2005 to 2009; and
 
    
    $53 million of net realized gains related to sales of certain investments in auction rate
securities, included in nonoperating expense, net.
  
    
    $375 million of net unrealized gains resulting from the application of mark-to-market
accounting for changes in the fair value of fuel hedging instruments;
 
    
    $22 million of net special charges, consisting of $16 million in aircraft costs as a
result of capacity reductions and $6 million in severance and other charges; and
 
    
    $10 million in other-than-temporary non-cash impairment charges for investments in auction
rate securities as well as a $2 million non-cash asset impairment charge, all included in
nonoperating expense, net.
   27




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##### Table of Contents



Percent
    
    
    
    
    
    
    
    
    
    
    PercentThree Months Ended
    
    
    Change
    
    
    Nine Months Ended
    
    
    ChangeSeptember 30,
    
    
    Increase
    
    
    September 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)
    
    
    2010
    
    
    2009
    
    
    (Decrease)MainlineRevenue passenger miles (millions) (a)
    
    
    16,159
    
    
    
    15,719
    
    
    
    2.8
    
    
    
    44,742
    
    
    
    44,553
    
    
    
    0.4Available seat miles (millions) (b)
    
    
    19,143
    
    
    
    18,718
    
    
    
    2.3
    
    
    
    54,162
    
    
    
    54,007
    
    
    
    0.3Passenger load factor (percent) (c)
    
    
    84.4
    
    
    
    84.0
    
    
    0.4
    pts
    
    
    82.6
    
    
    
    82.5
    
    
    0.1
    ptsYield (cents) (d)
    
    
    12.79
    
    
    
    11.18
    
    
    
    14.4
    
    
    
    12.96
    
    
    
    11.43
    
    
    
    13.4Passenger revenue per available seat mile (cents) (e)
    
    
    10.79
    
    
    
    9.39
    
    
    
    15.0
    
    
    
    10.71
    
    
    
    9.43
    
    
    
    13.6Operating cost per available seat mile (cents) (f)
    
    
    11.34
    
    
    
    11.00
    
    
    
    3.1
    
    
    
    11.63
    
    
    
    10.82
    
    
    
    7.4Passenger enplanements (thousands) (g)
    
    
    13,487
    
    
    
    13,049
    
    
    
    3.4
    
    
    
    38,853
    
    
    
    38,899
    
    
    
    (0.1
    )Departures (thousands)
    
    
    115
    
    
    
    115
    
    
    
    
    
    
    
    337
    
    
    
    350
    
    
    
    (3.7
    )Aircraft at end of period
    
    
    339
    
    
    
    348
    
    
    
    (2.6
    )
    
    
    339
    
    
    
    348
    
    
    
    (2.6
    )Block hours (thousands) (h)
    
    
    311
    
    
    
    313
    
    
    
    (0.8
    )
    
    
    902
    
    
    
    934
    
    
    
    (3.4
    )Average stage length (miles) (i)
    
    
    1,014
    
    
    
    1,013
    
    
    
    0.1
    
    
    
    990
    
    
    
    977
    
    
    
    1.3Average passenger journey (miles) (j)
    
    
    1,779
    
    
    
    1,766
    
    
    
    0.7
    
    
    
    1,697
    
    
    
    1,650
    
    
    
    2.8Fuel consumption (gallons in millions)
    
    
    288
    
    
    
    282
    
    
    
    2.2
    
    
    
    811
    
    
    
    818
    
    
    
    (0.8
    )Average aircraft fuel price including related taxes
(dollars per gallon)
    
    
    2.17
    
    
    
    1.89
    
    
    
    14.6
    
    
    
    2.19
    
    
    
    1.65
    
    
    
    32.4Full-time equivalent employees at end of period
    
    
    30,455
    
    
    
    31,592
    
    
    
    (3.6
    )
    
    
    30,455
    
    
    
    31,592
    
    
    
    (3.6
    )Express (k)Revenue passenger miles (millions) (a)
    
    
    2,858
    
    
    
    2,873
    
    
    
    (0.5
    )
    
    
    7,906
    
    
    
    8,055
    
    
    
    (1.9
    )Available seat miles (millions) (b)
    
    
    3,729
    
    
    
    3,785
    
    
    
    (1.5
    )
    
    
    10,639
    
    
    
    10,917
    
    
    
    (2.5
    )Passenger load factor (percent) (c)
    
    
    76.6
    
    
    
    75.9
    
    
    0.7
    pts
    
    
    74.3
    
    
    
    73.8
    
    
    0.5
    ptsYield (cents) (d)
    
    
    26.11
    
    
    
    23.06
    
    
    
    13.2
    
    
    
    26.74
    
    
    
    23.04
    
    
    
    16.1Passenger revenue per available seat mile (cents) (e)
    
    
    20.01
    
    
    
    17.50
    
    
    
    14.3
    
    
    
    19.87
    
    
    
    17.00
    
    
    
    16.9Operating cost per available seat mile (cents) (f)
    
    
    18.61
    
    
    
    17.27
    
    
    
    7.8
    
    
    
    19.05
    
    
    
    17.24
    
    
    
    10.5Passenger enplanements (thousands) (g)
    
    
    7,381
    
    
    
    7,235
    
    
    
    2.0
    
    
    
    20,589
    
    
    
    20,264
    
    
    
    1.6Aircraft at end of period
    
    
    281
    
    
    
    288
    
    
    
    (2.4
    )
    
    
    281
    
    
    
    288
    
    
    
    (2.4
    )Fuel consumption (gallons in millions)
    
    
    88
    
    
    
    89
    
    
    
    (0.1
    )
    
    
    251
    
    
    
    256
    
    
    
    (2.0
    )Average aircraft fuel price including related taxes
(dollars per gallon)
    
    
    2.23
    
    
    
    1.93
    
    
    
    15.6
    
    
    
    2.24
    
    
    
    1.71
    
    
    
    30.9Total Mainline and ExpressRevenue passenger miles (millions) (a)
    
    
    19,017
    
    
    
    18,592
    
    
    
    2.3
    
    
    
    52,648
    
    
    
    52,608
    
    
    
    0.1Available seat miles (millions) (b)
    
    
    22,872
    
    
    
    22,503
    
    
    
    1.6
    
    
    
    64,801
    
    
    
    64,924
    
    
    
    (0.2
    )Passenger load factor (percent) (c)
    
    
    83.1
    
    
    
    82.6
    
    
    0.5
    pts
    
    
    81.2
    
    
    
    81.0
    
    
    0.2
    ptsYield (cents) (d)
    
    
    14.79
    
    
    
    13.01
    
    
    
    13.6
    
    
    
    15.03
    
    
    
    13.21
    
    
    
    13.8Passenger revenue per available seat mile (cents) (e)
    
    
    12.30
    
    
    
    10.75
    
    
    
    14.4
    
    
    
    12.21
    
    
    
    10.70
    
    
    
    14.1Total revenue per available seat mile (cents) (l)
    
    
    13.90
    
    
    
    12.08
    
    
    
    15.0
    
    
    
    13.89
    
    
    
    12.06
    
    
    
    15.1Passenger enplanements (thousands) (g)
    
    
    20,868
    
    
    
    20,284
    
    
    
    2.9
    
    
    
    59,442
    
    
    
    59,163
    
    
    
    0.5Aircraft at end of period
    
    
    620
    
    
    
    636
    
    
    
    (2.5
    )
    
    
    620
    
    
    
    636
    
    
    
    (2.5
    )Fuel consumption (gallons in millions)
    
    
    376
    
    
    
    371
    
    
    
    1.6
    
    
    
    1,062
    
    
    
    1,074
    
    
    
    (1.1
    )Average aircraft fuel price including related taxes
(dollars per gallon)
    
    
    2.18
    
    
    
    1.90
    
    
    
    14.8
    
    
    
    2.20
    
    
    
    1.67
    
    
    
    32.0
 
 (a)
    
    Revenue passenger mile (RPM)  A basic measure of sales volume. One RPM represents one
passenger flown one mile.  28




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##### Table of Contents



(b)
    
    Available seat mile (ASM)  A basic measure of production. One ASM represents one seat
flown one mile.(c)
    
    Passenger load factor  The percentage of available seats that are filled with revenue
passengers.(d)
    
    Yield  A measure of airline revenue derived by dividing passenger revenue by RPMs and
expressed in cents per mile.(e)
    
    Passenger revenue per available seat mile (PRASM)  Passenger revenues divided by ASMs.(f)
    
    Operating cost per available seat mile (CASM)  Operating expenses divided by ASMs.(g)
    
    Passenger enplanements  The number of passengers on board an aircraft, including local,
connecting and through passengers.(h)
    
    Block hours  The hours measured from the moment an aircraft first moves under its own power,
including taxi time, for the purposes of flight until the aircraft is docked at the next point
of landing and its power is shut down.(i)
    
    Average stage length  The average of the distances flown on each segment of every route.(j)
    
    Average passenger journey  The average one-way trip measured in miles for one passenger
origination.(k)
    
    Express statistics include Piedmont and PSA, as well as operating and financial results from
capacity purchase agreements with Air Wisconsin Airlines Corporation, Republic Airways, Mesa
Airlines, Inc. and Chautauqua Airlines, Inc.(l)
    
    Total revenue per available seat mile (RASM)  Total revenues divided by total mainline
and Express ASMs.  29




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##### Table of Contents



Three Months Ended September 30, 2010
Compared with the
Three Months Ended September 30, 2009
 Operating Revenues:
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Operating revenues:Mainline passenger
    
    $
    2,066
    
    
    $
    1,757
    
    
    
    17.6Express passenger
    
    
    746
    
    
    
    662
    
    
    
    12.7Cargo
    
    
    37
    
    
    
    23
    
    
    
    60.5Other
    
    
    330
    
    
    
    277
    
    
    
    19.3Total operating revenues
    
    $
    3,179
    
    
    $
    2,719
    
    
    
    16.9
  
    
    Mainline passenger revenues were $2.07 billion in the third quarter of 2010 as compared to
$1.76 billion in the 2009 period. Mainline RPMs increased 2.8% as mainline capacity, as
measured by ASMs, increased 2.3%, resulting in a 0.4 point increase in load factor to 84.4%.
Mainline passenger yield increased 14.4% to 12.79 cents in the third quarter of 2010 from
11.18 cents in the 2009 period. Mainline PRASM increased 15% to 10.79 cents in the third
quarter of 2010 from 9.39 cents in the 2009 period. These increases in mainline yield and
PRASM were due principally to an improved pricing environment driven by the improved economy
and continued industry capacity discipline.
 
    
    Express passenger revenues were $746 million in the third quarter of 2010, an increase of
$84 million from the 2009 period. Express RPMs decreased 0.5% as Express capacity, as
measured by ASMs, decreased 1.5%, resulting in a 0.7 point increase in load factor to 76.6%.
Express passenger yield increased by 13.2% to 26.11 cents in the third quarter of 2010 from
23.06 cents in the 2009 period. Express PRASM increased 14.3% to 20.01 cents in the third
quarter of 2010 from 17.5 cents in the 2009 period. The increases in Express yield and PRASM
were the result of the same improved pricing environment discussed in mainline passenger
revenues above.
 
    
    Cargo revenues were $37 million in the third quarter of 2010, an increase of $14 million,
or 60.5%, from the 2009 period. The increase in cargo revenues was driven primarily by an
increase in international freight volume as a result of the improved economic environment in
the 2010 period.
 
    
    Other revenues were $330 million in the third quarter of 2010, an increase of $53 million,
or 19.3%, from the 2009 period. Ancillary revenues, principally checked bag fees, comprised
approximately half of the increase. The remaining increase is primarily related to higher
revenues associated with our frequent flyer program, including increased marketing revenues
related to miles sold to business partners and increased revenues from partner airline
frequent flyer award redemptions on US Airways.
  30




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##### Table of Contents



Operating Expenses:
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    625
    
    
    $
    534
    
    
    
    17.0Loss (gain) on fuel hedging instruments, net:Realized
    
    
    
    
    
    
    50
    
    
    
    nmUnrealized
    
    
    
    
    
    
    (48
    )
    
    
    nmSalaries and related costs
    
    
    579
    
    
    
    553
    
    
    
    4.7Aircraft rent
    
    
    168
    
    
    
    171
    
    
    
    (1.8
    )Aircraft maintenance
    
    
    160
    
    
    
    174
    
    
    
    (8.1
    )Other rent and landing fees
    
    
    143
    
    
    
    148
    
    
    
    (3.4
    )Selling expenses
    
    
    118
    
    
    
    99
    
    
    
    18.8Special items, net
    
    
    3
    
    
    
    15
    
    
    
    (82.0
    )Depreciation and amortization
    
    
    65
    
    
    
    63
    
    
    
    3.2Other
    
    
    309
    
    
    
    300
    
    
    
    3.3Total mainline operating expenses
    
    
    2,170
    
    
    
    2,059
    
    
    
    5.4Express expenses:Fuel
    
    
    197
    
    
    
    171
    
    
    
    15.5Other
    
    
    497
    
    
    
    483
    
    
    
    2.9Total Express expenses
    
    
    694
    
    
    
    654
    
    
    
    6.2Total operating expenses
    
    $
    2,864
    
    
    $
    2,713
    
    
    
    5.6
     PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In cents)Mainline CASM:Aircraft fuel and related taxes
    
    
    3.26
    
    
    
    2.85
    
    
    
    14.4Loss on fuel hedging instruments, net
    
    
    
    
    
    
    0.01
    
    
    
    nmSalaries and related costs
    
    
    3.03
    
    
    
    2.96
    
    
    
    2.4Aircraft rent
    
    
    0.88
    
    
    
    0.91
    
    
    
    (4.0
    )Aircraft maintenance
    
    
    0.83
    
    
    
    0.93
    
    
    
    (10.1
    )Other rent and landing fees
    
    
    0.75
    
    
    
    0.79
    
    
    
    (5.6
    )Selling expenses
    
    
    0.62
    
    
    
    0.53
    
    
    
    16.2Special items, net
    
    
    0.01
    
    
    
    0.08
    
    
    
    (82.4
    )Depreciation and amortization
    
    
    0.34
    
    
    
    0.34
    
    
    
    Other
    
    
    1.62
    
    
    
    1.60
    
    
    
    1.0Total mainline CASM
    
    
    11.34
    
    
    
    11.00
    
    
    
    3.1Special items, net
    
    
    (0.01
    )
    
    
    (0.08
    )Aircraft fuel and related taxes
    
    
    (3.26
    )
    
    
    (2.85
    )Loss on fuel hedging instruments, net
    
    
    
    
    
    
    (0.01
    )Profit sharing
    
    
    (0.13
    )
    
    
    Total mainline CASM excluding special items, fuel and profit sharing (1)
    
    
    7.93
    
    
    
    8.06
    
    
    
    (1.6
    )
 (1)
    
    We believe that the presentation of mainline CASM excluding fuel is useful to investors as
both the cost and availability of fuel are subject to many economic and political factors
beyond our control, and excluding special items and profit sharing provides investors the
ability to measure financial performance in a way that is more indicative of our ongoing
performance and is more comparable to measures reported by other major airlines. Management
uses mainline CASM excluding special
items, fuel and profit sharing to evaluate our operating performance. Amounts may not
recalculate due to rounding.  31




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##### Table of Contents




    
    Aircraft fuel and related taxes per ASM increased 14.4% primarily due to a 14.6% increase
in the average price per gallon of fuel to $2.17 in the third quarter of 2010 from $1.89 in
the 2009 period. A 2.2% increase in gallons of fuel consumed in the 2010 period also
contributed to the increase.
 
    
    Salaries and related costs per ASM increased 2.4% primarily due to the accrual of $25
million for profit sharing.
 
    
    Aircraft maintenance expense per ASM decreased 10.1% in the 2010 period as compared to
the 2009 period due principally to a shift in the mix of aircraft engines undergoing
maintenance, which carried lower overhaul costs.
 
    
    Selling expenses per ASM increased 16.2% due to higher credit card fees and commissions
paid as a result of the 17.6% increase in passenger revenues in the 2010 period.
  Nonoperating Income (Expense):
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Nonoperating income (expense):Interest income
    
    $
    2
    
    
    $
    5
    
    
    
    (53.2
    )Interest expense, net
    
    
    (83
    )
    
    
    (81
    )
    
    
    2.9Other, net
    
    
    7
    
    
    
    (10
    )
    
    
    nmTotal nonoperating expense, net
    
    $
    (74
    )
    
    $
    (86
    )
    
    
    (13.9
    )
    32




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##### Table of Contents



Nine Months Ended September 30, 2010
Compared with the
Nine Months Ended September 30, 2009
 Operating Revenues:
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Operating revenues:Mainline passenger
    
    $
    5,800
    
    
    $
    5,092
    
    
    
    13.9Express passenger
    
    
    2,114
    
    
    
    1,856
    
    
    
    13.9Cargo
    
    
    107
    
    
    
    67
    
    
    
    58.7Other
    
    
    980
    
    
    
    817
    
    
    
    19.9Total operating revenues
    
    $
    9,001
    
    
    $
    7,832
    
    
    
    14.9
  
    
    Mainline passenger revenues were $5.8 billion in the first nine months of 2010 as compared
to $5.09 billion in the 2009 period. Mainline RPMs increased 0.4% as mainline capacity, as
measured by ASMs, increased 0.3%, resulting in a 0.1 point increase in load factor to 82.6%.
Mainline passenger yield increased 13.4% to 12.96 cents in the first nine months of 2010 from
11.43 cents in the 2009 period. Mainline PRASM increased 13.6% to 10.71 cents in the first
nine months of 2010 from 9.43 cents in the 2009 period. These increases in mainline yield and
PRASM were due principally to an improved pricing environment driven by the improved economy
and continued industry capacity discipline.
 
    
    Express passenger revenues were $2.11 billion in the first nine months of 2010, an
increase of $258 million from the 2009 period. Express RPMs decreased 1.9% as Express
capacity, as measured by ASMs, decreased 2.5%, resulting in a 0.5 point increase in load
factor to 74.3%. Express passenger yield increased by 16.1% to 26.74 cents in the first nine
months of 2010 from 23.04 cents in the 2009 period. Express PRASM increased 16.9% to 19.87
cents in the first nine months of 2010 from 17 cents in the 2009 period. The increases in
Express yield and PRASM were the result of the same improved pricing environment discussed in
mainline passenger revenues above.
 
    
    Cargo revenues were $107 million in the first nine months of 2010, an increase of $40
million, or 58.7%, from the 2009 period. The increase in cargo revenues was driven primarily
by an increase in international freight volume as a result of the improved economic
environment in the 2010 period.
 
    
    Other revenues were $980 million in the first nine months of 2010, an increase of $163
million, or 19.9%, from the 2009 period. Ancillary revenues, principally checked bag fees,
comprised approximately half of the increase. The remaining increase is primarily related to
higher revenues associated with our frequent flyer program, including increased marketing
revenues related to miles sold to business partners and increased revenues from partner
airline frequent flyer award redemptions on US Airways.
  33




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##### Table of Contents



Operating Expenses:
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    1,775
    
    
    $
    1,353
    
    
    
    31.3Loss (gain) on fuel hedging instruments, net:Realized
    
    
    
    
    
    
    382
    
    
    
    nmUnrealized
    
    
    
    
    
    
    (375
    )
    
    
    nmSalaries and related costs
    
    
    1,708
    
    
    
    1,653
    
    
    
    3.3Aircraft rent
    
    
    508
    
    
    
    523
    
    
    
    (2.9
    )Aircraft maintenance
    
    
    479
    
    
    
    532
    
    
    
    (10.1
    )Other rent and landing fees
    
    
    413
    
    
    
    422
    
    
    
    (2.1
    )Selling expenses
    
    
    320
    
    
    
    291
    
    
    
    9.8Special items, net
    
    
    (1
    )
    
    
    22
    
    
    
    nmDepreciation and amortization
    
    
    189
    
    
    
    185
    
    
    
    2.3Other
    
    
    907
    
    
    
    859
    
    
    
    5.7Total mainline operating expenses
    
    
    6,298
    
    
    
    5,847
    
    
    
    7.7Express expenses:Fuel
    
    
    562
    
    
    
    438
    
    
    
    28.3Other
    
    
    1,465
    
    
    
    1,444
    
    
    
    1.4Total Express expenses
    
    
    2,027
    
    
    
    1,882
    
    
    
    7.7Total operating expenses
    
    $
    8,325
    
    
    $
    7,729
    
    
    
    7.7
     PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In cents)Mainline CASM:Aircraft fuel and related taxes
    
    
    3.28
    
    
    
    2.50
    
    
    
    30.9Loss on fuel hedging instruments, net
    
    
    
    
    
    
    0.01
    
    
    
    nmSalaries and related costs
    
    
    3.15
    
    
    
    3.06
    
    
    
    3.0Aircraft rent
    
    
    0.94
    
    
    
    0.97
    
    
    
    (3.2
    )Aircraft maintenance
    
    
    0.88
    
    
    
    0.99
    
    
    
    (10.3
    )Other rent and landing fees
    
    
    0.76
    
    
    
    0.78
    
    
    
    (2.3
    )Selling expenses
    
    
    0.59
    
    
    
    0.54
    
    
    
    9.5Special items, net
    
    
    
    
    
    
    0.04
    
    
    
    nmDepreciation and amortization
    
    
    0.35
    
    
    
    0.34
    
    
    
    2.0Other
    
    
    1.68
    
    
    
    1.59
    
    
    
    5.4Total mainline CASM
    
    
    11.63
    
    
    
    10.82
    
    
    
    7.4Special items, net
    
    
    
    
    
    
    (0.04
    )Aircraft fuel and related taxes
    
    
    (3.28
    )
    
    
    (2.50
    )Loss on fuel hedging instruments, net
    
    
    
    
    
    
    (0.01
    )Profit sharing
    
    
    (0.08
    )
    
    
    Total mainline CASM excluding special items, fuel and profit sharing (1)
    
    
    8.27
    
    
    
    8.27
    
    
    
    
 (1)
    
    We believe that the presentation of mainline CASM excluding fuel is useful to investors as
both the cost and availability of fuel are subject to many economic and political factors
beyond our control, and excluding special items and profit sharing provides investors the
ability to measure financial performance in a way that is more indicative of our ongoing
performance and is more comparable to measures reported by other major airlines. Management
uses mainline CASM excluding special items, fuel and profit sharing to evaluate our operating
performance. Amounts may not recalculate due to rounding.  34




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##### Table of Contents




    
    Aircraft fuel and related taxes per ASM increased 30.9% primarily due to a 32.4% increase
in the average price per gallon of fuel to $2.19 in the first nine months of 2010 from $1.65
in the 2009 period. A 0.8% decrease in gallons of fuel consumed in the 2010 period partially
offset the increase.
 
    
    Salaries and related costs per ASM increased 3% primarily due to the accrual of $43
million for profit sharing.
 
    
    Aircraft maintenance expense per ASM decreased 10.3% in the 2010 period as compared to
the 2009 period due to a shift in the mix of aircraft engines undergoing maintenance, which
carried lower overhaul costs as well as a decrease in the number of engine overhauls
performed.
 
    
    Selling expenses per ASM increased 9.5% due to higher credit card fees and commissions
paid as a result of the 13.9% increase in passenger revenues in the 2010 period.
 
    
    Other expense per ASM increased 5.4% primarily due to higher costs associated with our
frequent traveler program, principally an increase in the incremental cost of providing
transportation for travel awards as a result of higher fuel costs in the 2010 period.
  Nonoperating Income (Expense):
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Nonoperating income (expense):Interest income
    
    $
    11
    
    
    $
    17
    
    
    
    (36.9
    )Interest expense, net
    
    
    (252
    )
    
    
    (229
    )
    
    
    9.8Other, net
    
    
    41
    
    
    
    (16
    )
    
    
    nmTotal nonoperating expense, net
    
    $
    (200
    )
    
    $
    (228
    )
    
    
    (12.2
    )
    35




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##### Table of Contents



US Airways Results of Operations
   
    
    $48 million of net unrealized gains resulting from the application of mark-to-market
accounting for changes in the fair value of fuel hedging instruments. These unrealized gains
were due primarily to the reversal of unrealized losses recognized in prior periods as hedge
transactions settled in the 2009 period;
 
    
    $15 million of net special charges, consisting of $10 million in aircraft costs as a
result of capacity reductions and $5 million in severance and other charges; and
 
    
    $3 million in other-than-temporary non-cash impairment charges for investments in auction
rate securities, included in nonoperating expense, net.
  
    
    $1 million of net special credits, consisting of a $16 million refund of Aviation Security
Infrastructure Fees (ASIF) paid to the Transportation Security Administration (TSA)
during the years 2005 to 2009, offset by other net special charges of $10 million, which
included a settlement and corporate transaction costs, and $5 million in aircraft costs as a
result of previously announced capacity reductions; and
 
    
    $53 million of net realized gains related to sales of certain investments in auction rate
securities, included in nonoperating expense, net.
  
    
    $375 million of net unrealized gains resulting from the application of mark-to-market
accounting for changes in the fair value of fuel hedging instruments;
 
    
    $22 million of net special charges, consisting of $16 million in aircraft costs as a
result of capacity reductions and $6 million in severance and other charges; and
 
    
    $10 million in other-than-temporary non-cash impairment charges for investments in auction
rate securities as well as a $2 million non-cash asset impairment charge, all included in
nonoperating expense, net.
     36




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##### Table of Contents



Percent
    
    
    
    
    
    
    
    
    
    
    PercentThree Months Ended
    
    
    Change
    
    
    Nine Months Ended
    
    
    ChangeSeptember 30,
    
    
    Increase
    
    
    September 30,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)
    
    
    2010
    
    
    2009
    
    
    (Decrease)MainlineRevenue passenger miles (millions) (a)
    
    
    16,159
    
    
    
    15,719
    
    
    
    2.8
    
    
    
    44,742
    
    
    
    44,553
    
    
    
    0.4Available seat miles (millions) (b)
    
    
    19,143
    
    
    
    18,718
    
    
    
    2.3
    
    
    
    54,162
    
    
    
    54,007
    
    
    
    0.3Passenger load factor (percent) (c)
    
    
    84.4
    
    
    
    84.0
    
    
    0.4
    pts
    
    
    82.6
    
    
    
    82.5
    
    
    0.1
    ptsYield (cents) (d)
    
    
    12.79
    
    
    
    11.18
    
    
    
    14.4
    
    
    
    12.96
    
    
    
    11.43
    
    
    
    13.4Passenger revenue per available seat mile (cents) (e)
    
    
    10.79
    
    
    
    9.39
    
    
    
    15.0
    
    
    
    10.71
    
    
    
    9.43
    
    
    
    13.6Aircraft at end of period
    
    
    339
    
    
    
    348
    
    
    
    (2.6
    )
    
    
    339
    
    
    
    348
    
    
    
    (2.6
    )Fuel consumption (gallons in millions)
    
    
    288
    
    
    
    282
    
    
    
    2.2
    
    
    
    811
    
    
    
    818
    
    
    
    (0.8
    )Average aircraft fuel price including related taxes
(dollars per gallon)
    
    
    2.17
    
    
    
    1.89
    
    
    
    14.6
    
    
    
    2.19
    
    
    
    1.65
    
    
    
    32.4Express (f)Revenue passenger miles (millions) (a)
    
    
    2,858
    
    
    
    2,873
    
    
    
    (0.5
    )
    
    
    7,906
    
    
    
    8,055
    
    
    
    (1.9
    )Available seat miles (millions) (b)
    
    
    3,729
    
    
    
    3,785
    
    
    
    (1.5
    )
    
    
    10,639
    
    
    
    10,917
    
    
    
    (2.5
    )Passenger load factor (percent) (c)
    
    
    76.6
    
    
    
    75.9
    
    
    0.7
    pts
    
    
    74.3
    
    
    
    73.8
    
    
    0.5
    ptsYield (cents) (d)
    
    
    26.11
    
    
    
    23.06
    
    
    
    13.2
    
    
    
    26.74
    
    
    
    23.04
    
    
    
    16.1Passenger revenue per available seat mile (cents) (e)
    
    
    20.01
    
    
    
    17.50
    
    
    
    14.3
    
    
    
    19.87
    
    
    
    17.00
    
    
    
    16.9Aircraft at end of period
    
    
    281
    
    
    
    288
    
    
    
    (2.4
    )
    
    
    281
    
    
    
    288
    
    
    
    (2.4
    )Fuel consumption (gallons in millions)
    
    
    88
    
    
    
    89
    
    
    
    (0.1
    )
    
    
    251
    
    
    
    256
    
    
    
    (2.0
    )Average aircraft fuel price including related taxes
(dollars per gallon)
    
    
    2.23
    
    
    
    1.93
    
    
    
    15.8
    
    
    
    2.24
    
    
    
    1.71
    
    
    
    31.2Total Mainline and ExpressRevenue passenger miles (millions) (a)
    
    
    19,017
    
    
    
    18,592
    
    
    
    2.3
    
    
    
    52,648
    
    
    
    52,608
    
    
    
    0.1Available seat miles (millions) (b)
    
    
    22,872
    
    
    
    22,503
    
    
    
    1.6
    
    
    
    64,801
    
    
    
    64,924
    
    
    
    (0.2
    )Passenger load factor (percent) (c)
    
    
    83.1
    
    
    
    82.6
    
    
    0.5
    pts
    
    
    81.2
    
    
    
    81.0
    
    
    0.2
    ptsYield (cents) (d)
    
    
    14.79
    
    
    
    13.01
    
    
    
    13.6
    
    
    
    15.03
    
    
    
    13.21
    
    
    
    13.8Passenger revenue per available seat mile (cents) (e)
    
    
    12.30
    
    
    
    10.75
    
    
    
    14.4
    
    
    
    12.21
    
    
    
    10.70
    
    
    
    14.1Total revenue per available seat mile (cents) (g)
    
    
    14.06
    
    
    
    12.26
    
    
    
    14.7
    
    
    
    14.06
    
    
    
    12.24
    
    
    
    14.9Aircraft at end of period
    
    
    620
    
    
    
    636
    
    
    
    (2.5
    )
    
    
    620
    
    
    
    636
    
    
    
    (2.5
    )Fuel consumption (gallons in millions)
    
    
    376
    
    
    
    371
    
    
    
    1.6
    
    
    
    1,062
    
    
    
    1,074
    
    
    
    (1.1
    )Average aircraft fuel price including related taxes
(dollars per gallon)
    
    
    2.18
    
    
    
    1.90
    
    
    
    14.8
    
    
    
    2.20
    
    
    
    1.67
    
    
    
    32.1
 
 (a)
    
    Revenue passenger mile (RPM)  A basic measure of sales volume. One RPM represents one
passenger flown one mile.(b)
    
    Available seat mile (ASM)  A basic measure of production. One ASM represents one seat
flown one mile.(c)
    
    Passenger load factor  The percentage of available seats that are filled with revenue
passengers.(d)
    
    Yield  A measure of airline revenue derived by dividing passenger revenue by RPMs and
expressed in cents per mile.(e)
    
    Passenger revenue per available seat mile (PRASM)  Passenger revenues divided by ASMs.(f)
    
    Express statistics include Piedmont and PSA, as well as operating and financial results from
capacity purchase agreements with Air Wisconsin Airlines Corporation, Republic Airways, Mesa
Airlines, Inc. and Chautauqua Airlines, Inc.(g)
    
    Total revenue per available seat mile (RASM)  Total revenues divided by total mainline and
Express ASMs.  37




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##### Table of Contents



Three Months Ended September 30, 2010
Compared with the
Three Months Ended September 30, 2009
 Operating Revenues:
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Operating revenues:Mainline passenger
    
    $
    2,066
    
    
    $
    1,757
    
    
    
    17.6Express passenger
    
    
    746
    
    
    
    662
    
    
    
    12.7Cargo
    
    
    37
    
    
    
    23
    
    
    
    60.5Other
    
    
    368
    
    
    
    316
    
    
    
    16.3Total operating revenues
    
    $
    3,217
    
    
    $
    2,758
    
    
    
    16.6
  
    
    Mainline passenger revenues were $2.07 billion in the third quarter of 2010 as compared to
$1.76 billion in the 2009 period. Mainline RPMs increased 2.8% as mainline capacity, as
measured by ASMs, increased 2.3%, resulting in a 0.4 point increase in load factor to 84.4%.
Mainline passenger yield increased 14.4% to 12.79 cents in the third quarter of 2010 from
11.18 cents in the 2009 period. Mainline PRASM increased 15% to 10.79 cents in the third
quarter of 2010 from 9.39 cents in the 2009 period. These increases in mainline yield and
PRASM were due principally to an improved pricing environment driven by the improved economy
and continued industry capacity discipline.
 
    
    Express passenger revenues were $746 million in the third quarter of 2010, an increase of
$84 million from the 2009 period. Express RPMs decreased 0.5% as Express capacity, as
measured by ASMs, decreased 1.5%, resulting in a 0.7 point increase in load factor to 76.6%.
Express passenger yield increased by 13.2% to 26.11 cents in the third quarter of 2010 from
23.06 cents in the 2009 period. Express PRASM increased 14.3% to 20.01 cents in the third
quarter of 2010 from 17.5 cents in the 2009 period. The increases in Express yield and PRASM
were the result of the same improved pricing environment discussed in mainline passenger
revenues above.
 
    
    Cargo revenues were $37 million in the third quarter of 2010, an increase of $14 million,
or 60.5%, from the 2009 period. The increase in cargo revenues was driven primarily by an
increase in international freight volume as a result of the improved economic environment in
the 2010 period.
 
    
    Other revenues were $368 million in the third quarter of 2010, an increase of $52 million,
or 16.3%, from the 2009 period. Ancillary revenues, principally checked bag fees, comprised
approximately half of the increase. The remaining increase is primarily related to higher
revenues associated with US Airways frequent flyer program, including increased marketing
revenues related to miles sold to business partners and increased revenues from partner
airline frequent flyer award redemptions on US Airways.
  38




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##### Table of Contents



Operating Expenses:
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    625
    
    
    $
    534
    
    
    
    17.0Loss (gain) on fuel hedging instruments, net:Realized
    
    
    
    
    
    
    50
    
    
    
    nmUnrealized
    
    
    
    
    
    
    (48
    )
    
    
    nmSalaries and related costs
    
    
    579
    
    
    
    553
    
    
    
    4.7Aircraft rent
    
    
    168
    
    
    
    171
    
    
    
    (1.8
    )Aircraft maintenance
    
    
    160
    
    
    
    174
    
    
    
    (8.1
    )Other rent and landing fees
    
    
    143
    
    
    
    148
    
    
    
    (3.4
    )Selling expenses
    
    
    118
    
    
    
    99
    
    
    
    18.8Special items, net
    
    
    3
    
    
    
    15
    
    
    
    (82.0
    )Depreciation and amortization
    
    
    67
    
    
    
    65
    
    
    
    3.0Other
    
    
    316
    
    
    
    307
    
    
    
    3.0Total mainline operating expenses
    
    
    2,179
    
    
    
    2,068
    
    
    
    5.3Express expenses:Fuel
    
    
    197
    
    
    
    171
    
    
    
    15.8Other
    
    
    530
    
    
    
    518
    
    
    
    2.4Total Express expenses
    
    
    727
    
    
    
    689
    
    
    
    5.7Total operating expenses
    
    $
    2,906
    
    
    $
    2,757
    
    
    
    5.4
    
    
    Aircraft fuel and related taxes increased 17% primarily due to a 14.6% increase in the
average price per gallon of fuel to $2.17 in the third quarter of 2010 from $1.89 in the
2009 period. A 2.2% increase in gallons of fuel consumed in the 2010 period also contributed
to the increase.
 
    
    Salaries and related costs increased 4.7% primarily due to the accrual of $25 million for
profit sharing.
 
    
    Aircraft maintenance expense decreased 8.1% in the 2010 period as compared to the 2009
period due principally to a shift in the mix of aircraft engines undergoing maintenance,
which carried lower overhaul costs.
 
    
    Selling expenses increased 18.8% due to higher credit card fees and commissions paid as a
result of the 17.6% increase in passenger revenues in the 2010 period.
   39




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##### Table of Contents



Nonoperating Income (Expense):
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Nonoperating income (expense):Interest income
    
    $
    2
    
    
    $
    5
    
    
    
    (53.2
    )Interest expense, net
    
    
    (59
    )
    
    
    (64
    )
    
    
    (7.8
    )Other, net
    
    
    10
    
    
    
    (10
    )
    
    
    nmTotal nonoperating expense, net
    
    $
    (47
    )
    
    $
    (69
    )
    
    
    (31.7
    )
    40




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##### Table of Contents



Nine Months Ended September 30, 2010
Compared with the
Nine Months Ended September 30, 2009
 Operating Revenues:
 Percent
ChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Operating revenues:Mainline passenger
    
    $
    5,800
    
    
    $
    5,092
    
    
    
    13.9Express passenger
    
    
    2,114
    
    
    
    1,856
    
    
    
    13.9Cargo
    
    
    107
    
    
    
    67
    
    
    
    58.7Other
    
    
    1,089
    
    
    
    930
    
    
    
    17.0Total operating revenues
    
    $
    9,110
    
    
    $
    7,945
    
    
    
    14.7
  
    
    Mainline passenger revenues were $5.8 billion in the first nine months of 2010 as compared
to $5.09 billion in the 2009 period. Mainline RPMs increased 0.4% as mainline capacity, as
measured by ASMs, increased 0.3%, resulting in a 0.1 point increase in load factor to 82.6%.
Mainline passenger yield increased 13.4% to 12.96 cents in the first nine months of 2010 from
11.43 cents in the 2009 period. Mainline PRASM increased 13.6% to 10.71 cents in the first
nine months of 2010 from 9.43 cents in the 2009 period. These increases in mainline yield and
PRASM were due principally to an improved pricing environment driven by the improved economy
and continued industry capacity discipline.
 
    
    Express passenger revenues were $2.11 billion in the first nine months of 2010, an
increase of $258 million from the 2009 period. Express RPMs decreased 1.9% as Express
capacity, as measured by ASMs, decreased 2.5%, resulting in a 0.5 point increase in load
factor to 74.3%. Express passenger yield increased by 16.1% to 26.74 cents in the first nine
months of 2010 from 23.04 cents in the 2009 period. Express PRASM increased 16.9% to 19.87
cents in the first nine months of 2010 from 17 cents in the 2009 period. The increases in
Express yield and PRASM were the result of the same improved pricing environment discussed in
mainline passenger revenues above.
 
    
    Cargo revenues were $107 million in the first nine months of 2010, an increase of $40
million, or 58.7%, from the 2009 period. The increase in cargo revenues was driven primarily
by an increase in international freight volume as a result of the improved economic
environment in the 2010 period.
 
    
    Other revenues were $1.09 billion in the first nine months of 2010, an increase of $159
million, or 17%, from the 2009 period. Ancillary revenues, principally checked bag fees,
comprised approximately half of the increase. The remaining increase is primarily related to
higher revenues associated with US Airways frequent flyer program, including increased
marketing revenues related to miles sold to business partners and increased revenues from
partner airline frequent flyer award redemptions on US Airways.
  41




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##### Table of Contents



Operating Expenses:
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    1,775
    
    
    $
    1,353
    
    
    
    31.3Loss (gain) on fuel hedging instruments, net:Realized
    
    
    
    
    
    
    382
    
    
    
    nmUnrealized
    
    
    
    
    
    
    (375
    )
    
    
    nmSalaries and related costs
    
    
    1,708
    
    
    
    1,653
    
    
    
    3.3Aircraft rent
    
    
    508
    
    
    
    523
    
    
    
    (2.9
    )Aircraft maintenance
    
    
    479
    
    
    
    532
    
    
    
    (10.1
    )Other rent and landing fees
    
    
    413
    
    
    
    422
    
    
    
    (2.1
    )Selling expenses
    
    
    320
    
    
    
    291
    
    
    
    9.8Special items, net
    
    
    (1
    )
    
    
    22
    
    
    
    nmDepreciation and amortization
    
    
    196
    
    
    
    192
    
    
    
    2.2Other
    
    
    927
    
    
    
    879
    
    
    
    5.4Total mainline operating expenses
    
    
    6,325
    
    
    
    5,874
    
    
    
    7.7Express expenses:Fuel
    
    
    563
    
    
    
    438
    
    
    
    28.6Other
    
    
    1,560
    
    
    
    1,537
    
    
    
    1.5Total Express expenses
    
    
    2,123
    
    
    
    1,975
    
    
    
    7.5Total operating expenses
    
    $
    8,448
    
    
    $
    7,849
    
    
    
    7.6
    
    
    Aircraft fuel and related taxes increased 31.3% primarily due to a 32.4% increase in the
average price per gallon of fuel to $2.19 in the first nine months of 2010 from $1.65 in the
2009 period. A 0.8% decrease in gallons of fuel consumed in the 2010 period partially offset
the increase.
 
    
    Salaries and related costs increased 3.3% primarily due to the accrual of $43 million for
profit sharing.
 
    
    Aircraft maintenance expense decreased 10.1% in the 2010 period as compared to the 2009
period due to a shift in the mix of aircraft engines undergoing maintenance, which carried
lower overhaul costs as well as a decrease in the number of engine overhauls performed.
 
    
    Selling expenses increased 9.8% due to higher credit card fees and commissions paid as a
result of the 13.9% increase in passenger revenues in the 2010 period.
 
    
    Other expense increased 5.4% primarily due to higher costs associated with US Airways
frequent traveler program, principally an increase in the incremental cost of providing
transportation for travel awards as a result of higher fuel costs in the 2010 period.
   42




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##### Table of Contents



Nonoperating Income (Expense):
 PercentChangeIncrease2010
    
    
    2009
    
    
    (Decrease)(In millions)Nonoperating income (expense):Interest income
    
    $
    11
    
    
    $
    17
    
    
    
    (36.9
    )Interest expense, net
    
    
    (179
    )
    
    
    (189
    )
    
    
    (5.0
    )Other, net
    
    
    42
    
    
    
    (18
    )
    
    
    nmTotal nonoperating expense, net
    
    $
    (126
    )
    
    $
    (190
    )
    
    
    (33.2
    )
    43




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##### Table of Contents



Liquidity and Capital Resources
  Investments in Marketable Securities
 Current
  Noncurrent
     Sources and Uses of Cash
 US Airways Group
    44




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##### Table of Contents



US Airways
    Commitments
  Citicorp Credit Facility
    45




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##### Table of Contents



7% Senior Convertible Notes
  2010 Financing Transactions
   Credit Card Processing Agreements
  Aircraft and Engine Purchase Commitments
    46




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##### Table of Contents



Increased costs of financing,
a reduction in the availability of financing and fluctuations in interest rates could adversely
affect our liquidity, operating expenses and results Our high level of fixed obligations
limits our ability to fund general corporate requirements and obtain additional financing, limits
our flexibility in responding to competitive developments and increases our vulnerability to
adverse economic and industry conditions.
 Covenants and Credit Rating
 Our high level of fixed obligations limits
our ability to fund general corporate requirements and obtain additional financing, limits our
flexibility in responding to competitive developments and increases our vulnerability to adverse
economic and industry conditions Any failure to comply with the liquidity covenants contained
in our financing arrangements would likely have a material adverse effect on our business,
financial condition and results of operations
  S&P
    
    Fitch
    
    MoodysLocal Issuer
    
    Issuer Default
    
    CorporateCredit Rating
    
    Credit Rating
    
    Family RatingUS Airways Group
    
    B-
    
    CCC
    
    Caa1US Airways
    
    B-
    
    *
    
    *
 (*)
    
    The credit agencies do not rate these categories for US Airways.  Off-Balance Sheet Arrangements
  Form 10-K.
  47




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Contractual Obligations
  Payments Due by Period2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalUS Airways Group (1)Debt (2)
    
    $
    
    
    
    $
    16
    
    
    $
    116
    
    
    $
    116
    
    
    $
    1,276
    
    
    $
    35
    
    
    $
    1,559Interest obligations (3)
    
    
    14
    
    
    
    57
    
    
    
    54
    
    
    
    48
    
    
    
    24
    
    
    
    26
    
    
    
    223US Airways (4)Debt and capital lease obligations (5) (6)
    
    
    111
    
    
    
    397
    
    
    
    332
    
    
    
    271
    
    
    
    281
    
    
    
    1,706
    
    
    
    3,098Interest obligations (3) (6)
    
    
    40
    
    
    
    147
    
    
    
    146
    
    
    
    114
    
    
    
    97
    
    
    
    408
    
    
    
    952Aircraft purchase and operating lease commitments (7)
    
    
    251
    
    
    
    1,524
    
    
    
    1,450
    
    
    
    1,867
    
    
    
    1,578
    
    
    
    5,770
    
    
    
    12,440Regional capacity purchase agreements (8)
    
    
    256
    
    
    
    1,050
    
    
    
    915
    
    
    
    783
    
    
    
    783
    
    
    
    2,148
    
    
    
    5,935Other US Airways Group subsidiaries (9)
    
    
    3
    
    
    
    9
    
    
    
    9
    
    
    
    7
    
    
    
    6
    
    
    
    1
    
    
    
    35Total
    
    $
    675
    
    
    $
    3,200
    
    
    $
    3,022
    
    
    $
    3,206
    
    
    $
    4,045
    
    
    $
    10,094
    
    
    $
    24,242
 
 (1)
    
    These commitments represent those specifically entered into by US Airways Group or joint
commitments entered into by US Airways Group and US Airways under which each entity is jointly
and severally liable.(2)
    
    Excludes $145 million of unamortized debt discount as of September 30, 2010.(3)
    
    For variable-rate debt, future interest obligations are shown above using interest rates in
effect as of September 30, 2010.(4)
    
    Commitments listed separately under US Airways and its wholly owned subsidiaries represent
commitments under agreements entered into separately by those companies.(5)
    
    Excludes $84 million of unamortized debt discount as of September 30, 2010.(6)
    
    Includes $469 million of future principal payments and $190 million of future interest
payments as of September 30, 2010, respectively, related to pass through trust certificates or
EETCs associated with mortgage financings for the purchase of certain aircraft.(7)
    
    Includes $2.98 billion of future minimum lease payments related to EETC leveraged leased
financings of certain aircraft as of September 30, 2010.(8)
    
    Represents minimum payments under capacity purchase agreements with third-party Express
carriers.(9)
    
    Represents operating lease commitments entered into by US Airways Groups other airline
subsidiaries Piedmont and PSA.   48




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Critical Accounting Policies and Estimates
  Recent Accounting Pronouncements
    49




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk Sensitive Instruments
  Commodity price risk
  Interest rate risk
     50




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Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures.
  Changes in internal control over financial reporting.
  Limitation on the effectiveness of controls.
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Part II. Other Information
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  Risk Factors Relating to the Company and Industry Related Risks
 US Airways Group could experience significant operating losses in the future.
  Downturns in economic conditions adversely affect our business.
 The airline industry is intensely competitive and
dynamic
 Increased costs of financing, a reduction in the availability of financing and fluctuations in
interest rates could adversely affect our liquidity, operating expenses and results.
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Quantitative and Qualitative Disclosures About Market Risk
 Our business is dependent on the price and availability of aircraft fuel. Continued periods of
high volatility in fuel costs, increased fuel prices and significant disruptions in the supply of
aircraft fuel could have a significant negative impact on our operating results and liquidity.
    Quantitative and Qualitative Disclosures About Market Risk
  53




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Our high level of fixed obligations limits our ability to fund general corporate requirements and
obtain additional financing, limits our flexibility in responding to competitive developments and
increases our vulnerability to adverse economic and industry conditions.
   
    
    a decrease in revenues results in a disproportionately greater percentage decrease in
earnings;
 
    
    we may not have sufficient liquidity to fund all of these fixed costs if our revenues
decline or costs increase; and
 
    
    we may have to use our working capital to fund these fixed costs instead of funding
general corporate requirements, including capital expenditures.
  Any failure to comply with the liquidity covenants contained in our financing arrangements would
likely have a material adverse effect on our business, financial condition and results of
operations.
    If our financial condition worsens, provisions in our credit card processing and other commercial
agreements may adversely affect our liquidity.
  Union disputes, employee strikes and other labor-related disruptions may adversely affect our
operations.
    54




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The inability to maintain labor costs at competitive levels would harm our financial performance.
  If we incur problems with any of our third-party regional operators or third-party service providers, our operations
could be adversely affected by a resulting decline in revenue or negative public perception about our services.
    We rely heavily on automated systems to operate our business and any failure or disruption of
these systems could harm our business.
   55




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Changes to our business model that are designed to increase revenues may not be successful and may
cause operational difficulties or decreased demand.
  The airline industry is intensely competitive and dynamic.
    The loss of key personnel upon whom we depend to operate our business or the inability to attract
additional qualified personnel could adversely affect the results of our operations or our
financial performance.
  We may be adversely affected by conflicts overseas or terrorist attacks; the travel industry
continues to face ongoing security concerns.
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Changes in government regulation could increase our operating costs and limit our ability to
conduct our business.
     Our ability to operate and grow our route network in the future is dependent on the availability
of adequate facilities and infrastructure throughout our system.
  We are subject to many forms of environmental regulation and may incur substantial costs as a
result.
     57




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Ongoing data security compliance requirements could increase our costs, and any significant data
breach could harm our business, financial condition or results of operations.
    Interruptions or disruptions in service at one of our hub airports or our focus city could have a
material adverse impact on our operations.
   58




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We are at risk of losses and adverse publicity stemming from any accident involving any of our
aircraft or the aircraft of our regional operators.
  Delays in scheduled aircraft deliveries or other loss of anticipated fleet capacity may adversely
impact our operations and financial results.
  Our business is subject to weather factors and seasonal variations in airline travel, which cause
our results to fluctuate.
  Increases in insurance costs or reductions in insurance coverage may adversely impact our
operations and financial results.
  We may be adversely affected by global events that affect travel behavior.
  We are exposed to foreign currency exchange rate fluctuations.
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The use of US Airways Groups net operating losses and certain other tax attributes could be
limited in the future.
  Risks Relating to Our Common Stock
 The price of our common stock has recently been and may in the future be volatile.
  
    
    our operating results failing to meet the expectations of securities analysts or
investors;
 
    
    changes in financial estimates or recommendations by securities analysts;
 
    
    material announcements by us or our competitors;
 
    
    movements in fuel prices;
 
    
    new regulatory pronouncements and changes in regulatory guidelines;
 
    
    general and industry-specific economic conditions;
 
    
    public sales of a substantial number of shares of our common stock; and
 
    
    general market conditions.
 Conversion of our convertible notes will dilute the ownership interest of existing stockholders
and could adversely affect the market price of our common stock.
  Certain provisions of the amended and restated certificate of incorporation and amended and
restated bylaws of US Airways Group make it difficult for stockholders to change the composition
of our board of directors and may discourage takeover attempts that some of our stockholders might
consider beneficial.
  
    
    a classified board of directors with three-year staggered terms;
 
    
    advance notice procedures for stockholder proposals to be considered at stockholders
meetings;
 
    
    the ability of US Airways Groups board of directors to fill vacancies on the board;
 
    
    a prohibition against stockholders taking action by written consent;
  60




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##### Table of Contents




    
    a prohibition against stockholders calling special meetings of stockholders;
 
    
    a requirement that holders of at least 80% of the voting power of the shares entitled to
vote in the election of directors approve any amendment of our amended and restated bylaws
submitted to stockholders for approval; and
 
    
    super-majority voting requirements to modify or amend specified provisions of US Airways
Groups amended and restated certificate of incorporation.
  Our charter documents include provisions limiting voting and ownership of our equity interests,
which includes our common stock and our convertible notes, by foreign owners.
   61




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Item 6. Exhibits
 Exhibit No.
    
    Description10.1
    
    

Letter
Agreement by and among US Airways
Group, Inc., US Airways, Inc. and C.A. Howlett dated September 13, 2010.31.1
    
    
    Certification of US Airways Groups Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.31.2
    
    
    Certification of US Airways Groups Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.31.3
    
    
    Certification of US Airways Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.31.4
    
    
    Certification of US Airways Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.32.1
    
    
    Certification of US Airways Groups Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of US Airways Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  62




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Signatures
  US Airways Group, Inc. (Registrant)Date: October 19, 2010
    By:
    /s/ Derek J. KerrDerek J. KerrExecutive Vice President and 
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer) US Airways, Inc. (Registrant)Date: October 19, 2010
    By:
    /s/ Derek J. KerrDerek J. KerrExecutive Vice President and
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)  63




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description10.1
    
    

Letter
Agreement by and among US Airways
Group, Inc., US Airways, Inc. and C.A. Howlett dated September 13, 2010.31.1
    
    
    Certification of US Airways Groups Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.31.2
    
    
    Certification of US Airways Groups Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.31.3
    
    
    Certification of US Airways Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.31.4
    
    
    Certification of US Airways Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.32.1
    
    
    Certification of US Airways Groups Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of US Airways Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  64