##### 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 March 31, 2009
 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
 Yes þ No 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




---



##### 



US Airways Group, Inc.
US Airways, Inc.
Form 10-Q
Quarterly Period Ended March 31, 2009
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
    
    
    46Item 4. Controls and Procedures
    
    
    48Part II. Other InformationItem 1. Legal Proceedings
    
    
    49Item 1A. Risk Factors
    
    
    49Item 6. Exhibits
    
    
    58SignaturesExhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 10.4Exhibit 10.5Exhibit 10.6Exhibit 10.7Exhibit 10.8Exhibit 10.9Exhibit 31.1Exhibit 31.2Exhibit 31.3Exhibit 31.4Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



Note Concerning Forward-Looking Statements
  
    
    the impact of future significant operating losses;
    
    economic conditions;
 
    
    a reduction in the availability of financing and changes in prevailing interest rates
that result in increased costs of financing;
 
    
    our high level of fixed obligations and our ability to obtain and maintain financing for
operations and other purposes and operate pursuant to the terms of our financing facilities
(particularly the financial covenants);
 
    
    our ability to maintain adequate liquidity;
 
    
    labor costs and relations with unionized employees generally and the impact and outcome
of labor negotiations, including our ability to complete the integration of the labor groups
of US Airways Group and America West Holdings;
 
    
    our reliance on vendors and service providers and our ability to obtain and maintain
commercially reasonable terms with those vendors and service providers;
 
    
    the impact of fuel price volatility, significant disruptions in the supply of aircraft
fuel and further significant increases to fuel prices;
 
    
    our reliance on automated systems and the impact of any failure or disruption of these
systems;
 
    
    the impact of the integration of our business units;
    
    the impact of changes in our business model;
 
    
    competitive practices in the industry, including significant fare restructuring
activities, capacity reductions and in court or out of court restructuring by major
airlines;
 
    
    the impact of industry consolidation;
    
    our ability to attract and retain qualified personnel;
 
    
    the impact of global instability, including the current instability in the Middle East,
the continuing impact of the military presence in Iraq and Afghanistan and the terrorist
attacks of September 11, 2001 and the potential impact of future hostilities, terrorist
attacks, infectious disease outbreaks or other global events that affect travel behavior;
 
    
    changes in government legislation and regulation;
  3




---



##### Table of Contents




    
    our ability to obtain and maintain adequate facilities and infrastructure 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;
    
    delays in scheduled aircraft deliveries or other loss of anticipated fleet capacity;
    
    the impact of weather conditions and seasonality of airline travel;
    
    the cyclical nature of the airline industry;
 
    
    the impact of possible future increases in insurance costs and disruptions to insurance
markets;
 
    
    the impact of foreign currency exchange rate fluctuations;
    
    our ability to use pre-merger NOLs and certain other tax attributes;
    
    our ability to maintain contracts that are critical to our operations;
    
    our ability to attract and retain customers; and
 
    
    other risks and uncertainties listed from time to time in our reports to the Securities
and Exchange Commission.
  
 Part I. Financial Information
   4




---



##### 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 EndedMarch 31,2009
    
    
    2008Operating revenues:Mainline passenger
    
    $
    1,611
    
    
    $
    1,953Express passenger
    
    
    551
    
    
    
    657Cargo
    
    
    24
    
    
    
    36Other
    
    
    269
    
    
    
    194Total operating revenues
    
    
    2,455
    
    
    
    2,840Operating expenses:Aircraft fuel and related taxes
    
    
    378
    
    
    
    823Loss (gain) on fuel hedging instruments, net
    
    
    27
    
    
    
    (117
    )Salaries and related costs
    
    
    551
    
    
    
    563Express expenses
    
    
    604
    
    
    
    734Aircraft rent
    
    
    178
    
    
    
    178Aircraft maintenance
    
    
    174
    
    
    
    213Other rent and landing fees
    
    
    131
    
    
    
    145Selling expenses
    
    
    92
    
    
    
    104Special items, net
    
    
    6
    
    
    
    26Depreciation and amortization
    
    
    60
    
    
    
    50Other
    
    
    279
    
    
    
    317Total operating expenses
    
    
    2,480
    
    
    
    3,036Operating loss
    
    
    (25
    )
    
    
    (196
    )Nonoperating income (expense):Interest income
    
    
    6
    
    
    
    29Interest expense, net
    
    
    (71
    )
    
    
    (61
    )Other, net
    
    
    (13
    )
    
    
    (9
    )Total nonoperating expense, net
    
    
    (78
    )
    
    
    (41
    )Loss before income taxes
    
    
    (103
    )
    
    
    (237
    )Income tax provision
    
    
    
    
    
    
    Net loss
    
    $
    (103
    )
    
    $
    (237
    )Loss per common share:Basic loss per common share
    
    $
    (0.90
    )
    
    $
    (2.58
    )Diluted loss per common share
    
    $
    (0.90
    )
    
    $
    (2.58
    )Shares used for computation (in thousands):Basic
    
    
    114,121
    
    
    
    92,023Diluted
    
    
    114,121
    
    
    
    92,023
   5




---



##### Table of Contents



US Airways Group, Inc.
 
 Condensed Consolidated Balance Sheets
 (In millions, except share and per share amounts)
 (Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    1,262
    
    
    $
    1,034Investments in marketable securities
    
    
    
    
    
    
    20Restricted cash
    
    
    166
    
    
    
    186Accounts receivable, net
    
    
    377
    
    
    
    293Materials and supplies, net
    
    
    206
    
    
    
    201Prepaid expenses and other
    
    
    552
    
    
    
    684Total current assets
    
    
    2,563
    
    
    
    2,418Property and equipmentFlight equipment
    
    
    3,202
    
    
    
    3,157Ground property and equipment
    
    
    858
    
    
    
    816Less accumulated depreciation and amortization
    
    
    (1,003
    )
    
    
    (954
    )3,057
    
    
    
    3,019Equipment purchase deposits
    
    
    347
    
    
    
    267Total property and equipment
    
    
    3,404
    
    
    
    3,286Other assetsOther intangibles, net of accumulated amortization of $94 million and $87 million, respectively
    
    
    538
    
    
    
    545Restricted cash
    
    
    503
    
    
    
    540Investments in marketable securities
    
    
    180
    
    
    
    187Other assets, net
    
    
    233
    
    
    
    238Total other assets
    
    
    1,454
    
    
    
    1,510Total assets
    
    $
    7,421
    
    
    $
    7,214LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilitiesCurrent maturities of debt and capital leases
    
    $
    423
    
    
    $
    362Accounts payable
    
    
    636
    
    
    
    797Air traffic liability
    
    
    939
    
    
    
    698Accrued compensation and vacation
    
    
    188
    
    
    
    158Accrued taxes
    
    
    200
    
    
    
    142Other accrued expenses
    
    
    884
    
    
    
    887Total current liabilities
    
    
    3,270
    
    
    
    3,044Noncurrent liabilities and deferred creditsLong-term debt and capital leases, net of current maturities
    
    
    3,734
    
    
    
    3,623Deferred gains and credits, net
    
    
    305
    
    
    
    323Postretirement benefits other than pensions
    
    
    109
    
    
    
    108Employee benefit liabilities and other
    
    
    599
    
    
    
    610Total noncurrent liabilities and deferred credits
    
    
    4,747
    
    
    
    4,664Commitments and contingenciesStockholders deficitCommon stock, $0.01 par value; 200,000,000 shares authorized, 114,536,165 and 114,122,172
shares issued and outstanding at March 31, 2009; 114,527,377 and 114,113,384 shares issued and
outstanding at December 31, 2008
    
    
    1
    
    
    
    1Additional paid-in capital
    
    
    1,794
    
    
    
    1,789Accumulated other comprehensive income
    
    
    61
    
    
    
    65Accumulated deficit
    
    
    (2,439
    )
    
    
    (2,336
    )Treasury stock, common stock, 413,993 shares at March 31, 2009 and December 31, 2008
    
    
    (13
    )
    
    
    (13
    )Total stockholders deficit
    
    
    (596
    )
    
    
    (494
    )Total liabilities and stockholders deficit
    
    $
    7,421
    
    
    $
    7,214
   6




---



##### Table of Contents



US Airways Group, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (In millions)
 (Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008Net cash provided by (used in) operating activities
    
    $
    187
    
    
    $
    (25
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (135
    )
    
    
    (150
    )Purchases of marketable securities
    
    
    
    
    
    
    (90
    )Sales of marketable securities
    
    
    20
    
    
    
    151Proceeds from sale of other investments
    
    
    
    
    
    
    3Decrease in long-term restricted cash
    
    
    37
    
    
    
    5Proceeds from dispositions of property and equipment
    
    
    52
    
    
    
    Increase in equipment purchase deposits
    
    
    (48
    )
    
    
    (36
    )Net cash used in investing activities
    
    
    (74
    )
    
    
    (117
    )Cash flows from financing activities:Repayments of debt and capital lease obligations
    
    
    (105
    )
    
    
    (149
    )Proceeds from issuance of debt
    
    
    221
    
    
    
    251Deferred financing costs
    
    
    (1
    )
    
    
    (3
    )Net cash provided by financing activities
    
    
    115
    
    
    
    99Net increase (decrease) in cash and cash equivalents
    
    
    228
    
    
    
    (43
    )Cash and cash equivalents at beginning of period
    
    
    1,034
    
    
    
    1,948Cash and cash equivalents at end of period
    
    $
    1,262
    
    
    $
    1,905Non-cash investing and financing activities:Note payable issued for equipment purchase deposit
    
    $
    32
    
    
    $
    Interest payable converted to debt
    
    
    9
    
    
    
    Maintenance payable converted to debt
    
    
    9
    
    
    
    Net unrealized loss on available for sale securities
    
    
    
    
    
    
    45Supplemental information:Interest paid
    
    $
    63
    
    
    $
    70Income taxes paid
    
    
    
    
    
    
    
   7




---



##### Table of Contents



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




---



##### Table of Contents



December 31, 2008As Adjusted
    
    
    As ReportedLong-term debt and capital leases, net of current maturities
    
    $
    3,623
    
    
    $
    3,634Additional paid-in capital
    
    
    1,789
    
    
    
    1,749Accumulated deficit
    
    
    (2,336
    )
    
    
    (2,307
    )
   2. Special Items, Net
  Three Months EndedMarch 31,2009
    
    
    2008Lease return costs and penalties (a)
    
    $
    5
    
    
    $
    Severance charges (b)
    
    
    1
    
    
    
    Merger related transition expenses (c)
    
    
    
    
    
    
    26Special items, net
    
    $
    6
    
    
    $
    26
 
 (a)
    
    In connection with capacity reductions, the Company recorded $5 million in charges for lease
return costs and penalties related to certain Airbus aircraft.(b)
    
    As a result of capacity reductions, the Company recorded $1 million in severance charges.(c)
    
    In connection with the effort to consolidate functions and integrate the Companys
organizations, procedures and operations, the Company incurred $26 million of merger related
transition expenses. These expenses included $9 million in uniform costs to transition
employees to the new US Airways uniforms; $5 million in applicable employment tax expenses
related to contractual benefits granted to certain current and former employees as a result of
the merger; $4 million in compensation expenses for equity awards granted in connection with
the merger to retain key employees through the integration period; $3 million of aircraft
livery costs; $3 million in professional and technical fees related to the integration of
airline operations systems and $2 million in other expenses.  9




---



##### Table of Contents



3. Loss Per Common Share
  Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008Basic and diluted loss per share:Net loss
    
    $
    (103
    )
    
    $
    (237
    )Weighted average common shares outstanding (in thousands)
    
    
    114,121
    
    
    
    92,023Basic and diluted loss per share
    
    $
    (0.90
    )
    
    $
    (2.58
    )
  4. Debt
  March 31,
    
    
    December 31,2009
    
    
    2008SecuredCiticorp North America loan, variable interest rate of 3.02%, installments due through 2014
    
    $
    1,168
    
    
    $
    1,184Equipment loans, aircraft pre-delivery payment financings and other notes payable, fixed and
variable interest rates ranging from 1.91% to 10.51%, averaging 4.76%, maturing from 2010 to 2021
    
    
    1,835
    
    
    
    1,674Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 7.08%
to 9.01%, averaging 7.79%, maturing from 2015 to 2022
    
    
    519
    
    
    
    540Slot financing, fixed interest rate of 8.08%, interest only payments until due in 2015
    
    
    47
    
    
    
    47Capital lease obligations, interest rate of 8%, installments due through 2021
    
    
    39
    
    
    
    39Senior secured discount notes, variable interest rate of 5.39%, due in 2009
    
    
    32
    
    
    
    323,640
    
    
    
    3,516UnsecuredBarclays prepaid miles, variable interest rate of 5.25%, interest only payments
    
    
    200
    
    
    
    200Airbus advance, repayments beginning in 2010 through 2018
    
    
    217
    
    
    
    2077% senior convertible notes, interest only payments until due in 2020
    
    
    74
    
    
    
    74Engine maintenance notes
    
    
    77
    
    
    
    72Industrial development bonds, fixed interest rate of 6.3%, interest only payments until due in 2023
    
    
    29
    
    
    
    29Note payable to Pension Benefit Guaranty Corporation, fixed interest rate of 6%, interest only
payments until due in 2012
    
    
    10
    
    
    
    10Other notes payable, due in 2009 to 2011
    
    
    70
    
    
    
    45677
    
    
    
    637Total long-term debt and capital lease obligations
    
    
    4,317
    
    
    
    4,153Less: Total unamortized discount on debt
    
    
    (160
    )
    
    
    (168
    )Current maturities, less $5 million and $10 million of unamortized discount on debt at March 31,
2009 and December 31, 2008, respectively
    
    
    (423
    )
    
    
    (362
    )Long-term debt and capital lease obligations, net of current maturities
    
    $
    3,734
    
    
    $
    3,623
   10




---



##### Table of Contents



5. Income Taxes
    6. Express Expenses
  Three Months EndedMarch 31,2009
    
    
    2008Aircraft fuel and related taxes
    
    $
    123
    
    
    $
    249Salaries and related costs
    
    
    63
    
    
    
    63Capacity purchases
    
    
    263
    
    
    
    263Aircraft rent
    
    
    13
    
    
    
    13Aircraft maintenance
    
    
    23
    
    
    
    22Other rent and landing fees
    
    
    31
    
    
    
    27Selling expenses
    
    
    34
    
    
    
    38Depreciation and amortization
    
    
    6
    
    
    
    6Other expenses
    
    
    48
    
    
    
    53Express expenses
    
    $
    604
    
    
    $
    734
 7. Derivative Instruments
   11




---



##### Table of Contents



Three Months EndedMarch 31,2009
    
    
    2008Realized loss (gain)
    
    $
    197
    
    
    $
    (81
    )Unrealized gain
    
    
    (170
    )
    
    
    (36
    )Loss (gain) on fuel hedging instruments, net
    
    $
    27
    
    
    $
    (117
    )
    8. Investments in Marketable Securities (Noncurrent)
     12




---



##### Table of Contents



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 March 31, 2009Investments in marketable securities (noncurrent)
    
    $
    180
    
    
    $
    
    
    
    $
    
    
    
    $
    180
    
    
    
    (1
    )Fuel hedging derivatives
    
    
    (205
    )
    
    
    
    
    
    
    (205
    )
    
    
    
    
    
    
    (2
    )At December 31, 2008Investments in marketable securities (noncurrent)
    
    $
    187
    
    
    $
    
    
    
    $
    
    
    
    $
    187
    
    
    
    (1
    )Fuel hedging derivatives
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (2
    )
 (1)
    
    The Company estimated the fair value of these 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.(2)
    
    Since the Companys fuel hedging derivative instruments are not traded on a market exchange,
the fair values are determined using valuation models which include assumptions about
commodity prices based on those observed in the underlying markets. The fair value of fuel
hedging derivatives is recorded in accounts payable on the consolidated balance sheets. Refer
to Note 7 for further discussion of the Companys fuel hedging derivatives.  Investments inMarketableSecurities(Noncurrent)Balance at December 31, 2008
    
    $
    187Impairment losses included in other nonoperating expense, net
    
    
    (7
    )Balance at March 31, 2009
    
    $
    180
 10. Other Comprehensive Income (Loss)
  Three Months EndedMarch 31,2009
    
    
    2008Net loss
    
    $
    (103
    )
    
    $
    (237
    )Unrealized losses on available for sale securities
    
    
    
    
    
    
    (49
    )Recognition of previous unrealized losses now deemed other than temporary
    
    
    
    
    
    
    4Pension and other postretirement benefits
    
    
    (4
    )
    
    
    (2
    )Total comprehensive loss
    
    $
    (107
    )
    
    $
    (284
    )
   13




---



##### Table of Contents



11. Flight 1549
    14




---



##### 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 EndedMarch 31,2009
    
    
    2008Operating revenues:Mainline passenger
    
    $
    1,611
    
    
    $
    1,953Express passenger
    
    
    551
    
    
    
    657Cargo
    
    
    24
    
    
    
    36Other
    
    
    305
    
    
    
    221Total operating revenues
    
    
    2,491
    
    
    
    2,867Operating expenses:Aircraft fuel and related taxes
    
    
    378
    
    
    
    823Loss (gain) on fuel hedging instruments, net
    
    
    27
    
    
    
    (117
    )Salaries and related costs
    
    
    551
    
    
    
    563Express expenses
    
    
    632
    
    
    
    758Aircraft rent
    
    
    178
    
    
    
    178Aircraft maintenance
    
    
    174
    
    
    
    213Other rent and landing fees
    
    
    131
    
    
    
    145Selling expenses
    
    
    92
    
    
    
    104Special items, net
    
    
    6
    
    
    
    26Depreciation and amortization
    
    
    62
    
    
    
    52Other
    
    
    286
    
    
    
    315Total operating expenses
    
    
    2,517
    
    
    
    3,060Operating loss
    
    
    (26
    )
    
    
    (193
    )Nonoperating income (expense):Interest income
    
    
    6
    
    
    
    29Interest expense, net
    
    
    (61
    )
    
    
    (52
    )Other, net
    
    
    (14
    )
    
    
    (8
    )Total nonoperating expense, net
    
    
    (69
    )
    
    
    (31
    )Loss before income taxes
    
    
    (95
    )
    
    
    (224
    )Income tax provision
    
    
    
    
    
    
    Net loss
    
    $
    (95
    )
    
    $
    (224
    )
   15




---



##### Table of Contents



US Airways, Inc.
 
 Condensed Consolidated Balance Sheets
 (In millions, except share and per share amounts)
 (Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    1,260
    
    
    $
    1,026Investments in marketable securities
    
    
    
    
    
    
    20Restricted cash
    
    
    166
    
    
    
    186Accounts receivable, net
    
    
    374
    
    
    
    291Materials and supplies, net
    
    
    173
    
    
    
    163Prepaid expenses and other
    
    
    543
    
    
    
    673Total current assets
    
    
    2,516
    
    
    
    2,359Property and equipmentFlight equipment
    
    
    3,063
    
    
    
    3,017Ground property and equipment
    
    
    832
    
    
    
    791Less accumulated depreciation and amortization
    
    
    (960
    )
    
    
    (914
    )2,935
    
    
    
    2,894Equipment purchase deposits
    
    
    347
    
    
    
    267Total property and equipment
    
    
    3,282
    
    
    
    3,161Other assetsOther intangibles, net of accumulated amortization of $87 million and $81 million, respectively
    
    
    502
    
    
    
    508Restricted cash
    
    
    503
    
    
    
    540Investments in marketable securities
    
    
    180
    
    
    
    187Other assets, net
    
    
    195
    
    
    
    199Total other assets
    
    
    1,380
    
    
    
    1,434Total assets
    
    $
    7,178
    
    
    $
    6,954LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilitiesCurrent maturities of debt and capital leases
    
    $
    407
    
    
    $
    346Accounts payable
    
    
    618
    
    
    
    781Payables to related parties, net
    
    
    986
    
    
    
    985Air traffic liability
    
    
    939
    
    
    
    698Accrued compensation and vacation
    
    
    180
    
    
    
    147Accrued taxes
    
    
    202
    
    
    
    142Other accrued expenses
    
    
    853
    
    
    
    867Total current liabilities
    
    
    4,185
    
    
    
    3,966Noncurrent liabilities and deferred creditsLong-term debt and capital leases, net of current maturities
    
    
    2,359
    
    
    
    2,236Deferred gains and credits, net
    
    
    276
    
    
    
    284Postretirement benefits other than pensions
    
    
    108
    
    
    
    107Employee benefit liabilities and other
    
    
    570
    
    
    
    582Total noncurrent liabilities and deferred credits
    
    
    3,313
    
    
    
    3,209Commitments and contingenciesStockholders deficitCommon stock, $1 par, 1,000 shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,845
    
    
    
    1,845Accumulated other comprehensive income
    
    
    74
    
    
    
    78Accumulated deficit
    
    
    (2,239
    )
    
    
    (2,144
    )Total stockholders deficit
    
    
    (320
    )
    
    
    (221
    )Total liabilities and stockholders deficit
    
    $
    7,178
    
    
    $
    6,954
   16




---



##### Table of Contents



US Airways, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (In millions)
 (Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008Net cash provided by (used in) operating activities
    
    $
    176
    
    
    $
    (51
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (134
    )
    
    
    (137
    )Purchases of marketable securities
    
    
    
    
    
    
    (90
    )Sales of marketable securities
    
    
    20
    
    
    
    151Proceeds from sale of other investments
    
    
    
    
    
    
    3Decrease in long-term restricted cash
    
    
    37
    
    
    
    5Proceeds from dispositions of property and equipment
    
    
    52
    
    
    
    Increase in equipment purchase deposits
    
    
    (48
    )
    
    
    (36
    )Net cash used in investing activities
    
    
    (73
    )
    
    
    (104
    )Cash flows from financing activities:Repayments of debt and capital lease obligations
    
    
    (89
    )
    
    
    (134
    )Proceeds from issuance of debt
    
    
    221
    
    
    
    251Deferred financing costs
    
    
    (1
    )
    
    
    (3
    )Net cash provided by financing activities
    
    
    131
    
    
    
    114Net increase (decrease) in cash and cash equivalents
    
    
    234
    
    
    
    (41
    )Cash and cash equivalents at beginning of period
    
    
    1,026
    
    
    
    1,940Cash and cash equivalents at end of period
    
    $
    1,260
    
    
    $
    1,899Non-cash investing and financing activities:Note payable issued for equipment purchase deposit
    
    $
    32
    
    
    $
    Interest payable converted to debt
    
    
    9
    
    
    
    Maintenance payable converted to debt
    
    
    9
    
    
    
    Net unrealized loss on available for sale securities
    
    
    
    
    
    
    45Supplemental information:Interest paid
    
    $
    50
    
    
    $
    41Income taxes paid
    
    
    
    
    
    
    
   17




---



##### Table of Contents



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




---



##### Table of Contents



2. Special Items, Net
  Three Months EndedMarch 31,2009
    
    
    2008Lease return costs and penalties (a)
    
    $
    5
    
    
    $
    Severance charges (b)
    
    
    1
    
    
    
    Merger related transition expenses (c)
    
    
    
    
    
    
    26Special items, net
    
    $
    6
    
    
    $
    26
 
 (a)
    
    In connection with capacity reductions, US Airways recorded $5 million in charges for lease
return costs and penalties related to certain Airbus aircraft.(b)
    
    As a result of capacity reductions, US Airways recorded $1 million in severance charges.(c)
    
    In connection with the effort to consolidate functions and integrate organizations,
procedures and operations with AWA, US Airways incurred $26 million of merger related
transition expenses. These expenses included $9 million in uniform costs to transition
employees to the new US Airways uniforms; $5 million in applicable employment tax expenses
related to contractual benefits granted to certain current and former employees as a result of
the merger; $4 million in compensation expenses for equity awards granted in connection with
the merger to retain key employees through the integration period; $3 million of aircraft
livery costs; $3 million in professional and technical fees related to the integration of
airline operations systems and $2 million in other expenses. 3. Debt
  March 31,
    
    
    December 31,2009
    
    
    2008SecuredEquipment loans, aircraft pre-delivery payment financings and other notes payable, fixed and
variable interest rates ranging from 1.91% to 10.51%, averaging 4.76%, maturing from 2010 to 2021
    
    $
    1,835
    
    
    $
    1,674Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 7.08%
to 9.01%, averaging 7.79%, maturing from 2015 to 2022
    
    
    519
    
    
    
    540Slot financing, interest rate of 8.08%, interest only payments until due in 2015
    
    
    47
    
    
    
    47Capital lease obligations, interest rate of 8%, installments due through 2021
    
    
    39
    
    
    
    39Senior secured discount notes, variable interest rate of 5.39%, due in 2009
    
    
    32
    
    
    
    322,472
    
    
    
    2,332UnsecuredAirbus advance, repayments beginning in 2010 through 2018
    
    
    217
    
    
    
    207Engine maintenance notes
    
    
    77
    
    
    
    72Industrial development bonds, fixed interest rate of 6.3%, interest only payments until due in 2023
    
    
    29
    
    
    
    29Note payable to Pension Benefit Guaranty Corporation, fixed interest rate of 6%, interest only
payments until due in 2012
    
    
    10
    
    
    
    10Other notes payable, due in 2009 to 2011
    
    
    70
    
    
    
    45403
    
    
    
    363Total long-term debt and capital lease obligations
    
    
    2,875
    
    
    
    2,695Less: Total unamortized discount on debt
    
    
    (109
    )
    
    
    (113
    )Current maturities, less $5 million and $10 million of unamortized discount on debt at March 31,
2009 and December 31, 2008, respectively
    
    
    (407
    )
    
    
    (346
    )Long-term debt and capital lease obligations, net of current maturities
    
    $
    2,359
    
    
    $
    2,236
  19




---



##### Table of Contents



4. Related Party Transactions
  March 31,
    
    
    December 31,2009
    
    
    2008US Airways Group
    
    $
    946
    
    
    $
    949US Airways Groups wholly owned subsidiaries
    
    
    40
    
    
    
    36$
    986
    
    
    $
    985
   5. Income Taxes
      20




---



##### Table of Contents



6. Express Expenses
  Three Months EndedMarch 31,2009
    
    
    2008Aircraft fuel and related taxes
    
    $
    123
    
    
    $
    249Salaries and related costs
    
    
    6
    
    
    
    6Capacity purchases
    
    
    418
    
    
    
    416Other rent and landing fees
    
    
    26
    
    
    
    22Selling expenses
    
    
    34
    
    
    
    38Other expenses
    
    
    25
    
    
    
    27Express expenses
    
    $
    632
    
    
    $
    758
 7. Derivative Instruments
   Three Months EndedMarch 31,2009
    
    
    2008Realized loss (gain)
    
    $
    197
    
    
    $
    (81
    )Unrealized gain
    
    
    (170
    )
    
    
    (36
    )Loss (gain) on fuel hedging instruments, net
    
    $
    27
    
    
    $
    (117
    )
    21




---



##### Table of Contents



8. Investments in Marketable Securities (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 March 31, 2009Investments in marketable securities (noncurrent)
    
    $
    180
    
    
    $
    
    
    
    $
    
    
    
    $
    180
    
    
    
    (1
    )Fuel hedging derivatives
    
    
    (205
    )
    
    
    
    
    
    
    (205
    )
    
    
    
    
    
    
    (2
    )At December 31, 2008Investments in marketable securities (noncurrent)
    
    $
    187
    
    
    $
    
    
    
    $
    
    
    
    $
    187
    
    
    
    (1
    )Fuel hedging derivatives
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (2
    )
 (1)
    
    US Airways estimated the fair value of these 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.(2)
    
    Since US Airways fuel hedging derivative instruments are not traded on a market exchange,
the fair values are determined using valuation models which include assumptions about
commodity prices based on those observed in the underlying markets. The fair value of fuel
hedging derivatives is recorded in accounts payable on the consolidated balance sheets. Refer
to Note 7 for further discussion of US Airways fuel hedging derivatives.  22




---



##### Table of Contents



Investments inMarketableSecurities(Noncurrent)Balance at December 31, 2008
    
    $
    187Impairment losses included in other nonoperating expense, net
    
    
    (7
    )Balance at March 31, 2009
    
    $
    180
 10. Other Comprehensive Income (Loss)
  Three Months EndedMarch 31,2009
    
    
    2008Net loss
    
    $
    (95
    )
    
    $
    (224
    )Unrealized losses on available for sale securities
    
    
    
    
    
    
    (49
    )Recognition of previous unrealized losses now deemed other than temporary
    
    
    
    
    
    
    4Other postretirement benefits
    
    
    (4
    )
    
    
    (1
    )Total comprehensive loss
    
    $
    (99
    )
    
    $
    (270
    )
  11. Flight 1549
    23




---



##### Table of Contents



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




---



##### Table of Contents



US Airways
    Capacity and Fleet Reductions
  Cost Control
  Liquidity
  2009
    
    
    2008Cash, cash equivalents and short-term investments in marketable securities
    
    $
    1,262
    
    
    $
    1,054Short and long-term restricted cash
    
    
    669
    
    
    
    726Long-term investments in marketable securities
    
    
    180
    
    
    
    187Total cash, cash equivalents, investments in marketable securities and restricted cash
    
    $
    2,111
    
    
    $
    1,967
   25




---



##### Table of Contents



Current Financial Results and Outlook
      26




---



##### Table of Contents



Customer Service
    2009
    
    
    2008
    
    
    Percent Change 2009-2008January
    
    
    February
    
    
    March (e)
    
    
    January
    
    
    February
    
    
    March
    
    
    January
    
    
    February
    
    
    MarchOn-time performance (a)
    
    
    77.3
    
    
    
    82.2
    
    
    
    79.6
    
    
    
    79.5
    
    
    
    76.3
    
    
    
    79.1
    
    
    
    (2.8
    )
    
    
    7.7
    
    
    
    0.6Completion factor (b)
    
    
    98.1
    
    
    
    99.0
    
    
    
    98.1
    
    
    
    98.3
    
    
    
    98.0
    
    
    
    98.5
    
    
    
    (0.2
    )
    
    
    1.0
    
    
    
    (0.4
    )Mishandled baggage (c)
    
    
    4.15
    
    
    
    3.08
    
    
    
    3.46
    
    
    
    7.35
    
    
    
    6.96
    
    
    
    6.93
    
    
    
    (43.5
    )
    
    
    (55.7
    )
    
    
    (50.1
    )Customer complaints (d)
    
    
    2.05
    
    
    
    1.64
    
    
    
    1.11
    
    
    
    2.32
    
    
    
    2.28
    
    
    
    1.96
    
    
    
    (11.6
    )
    
    
    (28.1
    )
    
    
    (43.4
    )
 
 (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)
    
    March 2009 operating statistics are preliminary as the DOT has not issued its March 2009 Air
Travel Consumer Report as of the date of this filing.  27




---



##### Table of Contents



US Airways Groups Results of Operations
  
    
    $197 million of net realized losses on settled fuel hedge transactions, offset by $170
million of net unrealized gains resulting from the application of mark-to-market accounting
for changes in the fair value of fuel hedging instruments. In mark-to-market accounting, the
unrealized losses recognized in prior periods are reversed as hedge transactions are settled
in the current period. We are required to use mark-to-market accounting as our existing fuel
hedging instruments do not meet the requirements for hedge accounting established by
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. If these instruments had qualified for hedge accounting
treatment, any unrealized gains or losses would have been recorded in other comprehensive
income, a component of stockholders equity. Given the market volatility of jet fuel, the
fair value of these fuel hedging instruments is expected to change until settled.
 
    
    $6 million of net special charges as a result of our capacity reductions, consisting of $5
million in lease return costs and penalties and $1 million in severance charges.
 
    
    $7 million in other than temporary non-cash impairment charges included in nonoperating
expense, net for our investments in auction rate securities due to continued declines in the
values of certain securities.
  
    
    $81 million of net realized gains on settled fuel hedge transactions as well as $36
million of net unrealized gains resulting from the application of mark-to-market accounting
for changes in the fair value of fuel hedging transactions.
 
    
    $26 million of net special charges due to merger related transition expenses.
 
    
    $13 million in other than temporary impairment charges for our investments in auction rate
securities as well as a $2 million write off of debt discount and debt issuance costs in
connection with the refinancing of certain aircraft equipment notes, offset by $8 million in
gains on forgiveness of debt, all included in nonoperating expense, net.
    28




---



##### Table of Contents



Three Months Ended
    
    
    PercentMarch 31,
    
    
    Change2009
    
    
    2008
    
    
    2009-2008MainlineRevenue passenger miles (millions) (a)
    
    
    13,309
    
    
    
    14,489
    
    
    
    (8.1
    )Available seat miles (millions) (b)
    
    
    16,979
    
    
    
    18,335
    
    
    
    (7.4
    )Passenger load factor (percent) (c)
    
    
    78.4
    
    
    
    79.0
    
    
    (0.6
    ) ptsYield (cents) (d)
    
    
    12.10
    
    
    
    13.48
    
    
    
    (10.2
    )Passenger revenue per available seat mile (cents) (e)
    
    
    9.49
    
    
    
    10.65
    
    
    
    (10.9
    )Operating cost per available seat mile (cents) (f)
    
    
    11.05
    
    
    
    12.56
    
    
    
    (12.0
    )Passenger enplanements (thousands) (g)
    
    
    12,409
    
    
    
    13,536
    
    
    
    (8.3
    )Departures (thousands)
    
    
    117
    
    
    
    126
    
    
    
    (6.9
    )Aircraft at end of period
    
    
    347
    
    
    
    357
    
    
    
    (2.8
    )Block hours (thousands) (h)
    
    
    304
    
    
    
    327
    
    
    
    (7.2
    )Average stage length (miles) (i)
    
    
    934
    
    
    
    937
    
    
    
    (0.3
    )Average passenger journey (miles) (j)
    
    
    1,527
    
    
    
    1,517
    
    
    
    0.7Fuel consumption (gallons in millions)
    
    
    258
    
    
    
    286
    
    
    
    (9.7
    )Average aircraft fuel price including related taxes (dollars per gallon)
    
    
    1.47
    
    
    
    2.88
    
    
    
    (49.0
    )Full time equivalent employees at end of period
    
    
    32,245
    
    
    
    34,684
    
    
    
    (7.0
    )Express (k)Revenue passenger miles (millions) (a)
    
    
    2,374
    
    
    
    2,485
    
    
    
    (4.5
    )Available seat miles (millions) (b)
    
    
    3,455
    
    
    
    3,599
    
    
    
    (4.0
    )Passenger load factor (percent) (c)
    
    
    68.7
    
    
    
    69.0
    
    
    (0.3
    ) ptsYield (cents) (d)
    
    
    23.22
    
    
    
    26.46
    
    
    
    (12.2
    )Passenger revenue per available seat mile (cents) (e)
    
    
    15.95
    
    
    
    18.27
    
    
    
    (12.7
    )Operating cost per available seat mile (cents) (f)
    
    
    17.48
    
    
    
    20.39
    
    
    
    (14.2
    )Passenger enplanements (thousands) (g)
    
    
    5,978
    
    
    
    6,195
    
    
    
    (3.5
    )Aircraft at end of period
    
    
    293
    
    
    
    291
    
    
    
    0.7Fuel consumption (gallons in millions)
    
    
    81
    
    
    
    86
    
    
    
    (5.3
    )Average aircraft fuel price including related taxes (dollars per gallon)
    
    
    1.51
    
    
    
    2.90
    
    
    
    (48.0
    )Total Mainline and ExpressRevenue passenger miles (millions) (a)
    
    
    15,683
    
    
    
    16,974
    
    
    
    (7.6
    )Available seat miles (millions) (b)
    
    
    20,434
    
    
    
    21,934
    
    
    
    (6.8
    )Passenger load factor (percent) (c)
    
    
    76.7
    
    
    
    77.4
    
    
    (0.7
    ) ptsYield (cents) (d)
    
    
    13.79
    
    
    
    15.38
    
    
    
    (10.4
    )Passenger revenue per available seat mile (cents) (e)
    
    
    10.58
    
    
    
    11.90
    
    
    
    (11.1
    )Total revenue per available seat mile (cents) (l)
    
    
    12.02
    
    
    
    12.95
    
    
    
    (7.2
    )Passenger enplanements (thousands) (g)
    
    
    18,387
    
    
    
    19,731
    
    
    
    (6.8
    )Aircraft at end of period
    
    
    640
    
    
    
    648
    
    
    
    (1.2
    )Fuel consumption (gallons in millions)
    
    
    339
    
    
    
    372
    
    
    
    (8.7
    )Average aircraft fuel price including related taxes (dollars per gallon)
    
    
    1.48
    
    
    
    2.89
    
    
    
    (48.8
    )
 
 (a)
    
    Revenue passenger mile (RPM)  A basic measure of sales volume. A RPM represents one
passenger flown one mile.(b)
    
    Available seat mile (ASM)  A basic measure of production. An 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 revenue
passenger miles and expressed in cents per mile.(e)
    
    Passenger revenue per available seat mile (PRASM)  Passenger revenues divided by available
seat miles.(f)
    
    Operating cost per available seat mile (CASM)  Operating expenses divided by available
seat miles.(g)
    
    Passenger enplanements  The number of passengers on board an aircraft including local,
connecting and through passengers.  29




---



##### Table of Contents



(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 available seat miles. Three Months Ended March 31, 2009
Compared with the
Three Months Ended March 31, 2008
 Operating Revenues:
 Percent2009
    
    
    2008
    
    
    Change(In millions)Operating revenues:Mainline passenger
    
    $
    1,611
    
    
    $
    1,953
    
    
    
    (17.5
    )Express passenger
    
    
    551
    
    
    
    657
    
    
    
    (16.1
    )Cargo
    
    
    24
    
    
    
    36
    
    
    
    (34.3
    )Other
    
    
    269
    
    
    
    194
    
    
    
    39.4Total operating revenues
    
    $
    2,455
    
    
    $
    2,840
    
    
    
    (13.5
    )
  
    
    Mainline passenger revenues were $1.61 billion in the first quarter of 2009 as compared to
$1.95 billion for the 2008 period. RPMs decreased 8.1% as mainline capacity, as measured by
ASMs, decreased 7.4%, resulting in a 0.6 point decrease in load factor to 78.4%. Passenger
yield decreased 10.2% to 12.1 cents in the first quarter of 2009 from 13.48 cents in the 2008
period. PRASM decreased 10.9% to 9.49 cents in the first quarter of 2009 from 10.65 cents in
the 2008 period. Yield and PRASM decreased in the first quarter of 2009 due principally to
the decline in passenger demand driven by a weakened global economy.
 
    
    Express passenger revenues were $551 million in the first quarter of 2009, a decrease of
$106 million from the 2008 period. Express capacity, as measured by ASMs, decreased 4% in the
first quarter of 2009. Express RPMs decreased by 4.5% resulting in a 0.3 point decrease in
load factor to 68.7%. Express passenger yield decreased by 12.2% to 23.22 cents in the first
quarter of 2009 from 26.46 cents in the 2008 period. Express PRASM decreased 12.7% to 15.95
cents in the first quarter of 2009 from 18.27 cents in the 2008 period. The decreases in
Express yield and PRASM are the result of the same passenger demand declines discussed in the
mainline operations above.
 
    
    Cargo revenues were $24 million in the first quarter of 2009, a decrease of $12 million or
34.3% from the 2008 period. The decrease in cargo revenues was driven by declines in freight
volumes as a result of the contraction of business spending in the current economic
environment.
 
    
    Other revenues were $269 million in the first quarter of 2009, an increase of $75 million
or 39.4% from the 2008 period due primarily to our new revenue initiatives, principally our
first and second checked bag fees, which were implemented in the third quarter of 2008.
  30




---



##### Table of Contents



Operating Expenses:
 Percent2009
    
    
    2008
    
    
    Change(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    378
    
    
    $
    823
    
    
    
    (54.0
    )Loss (gain) on fuel hedging instruments, net:Realized
    
    
    197
    
    
    
    (81
    )
    
    nmUnrealized
    
    
    (170
    )
    
    
    (36
    )
    
    nmSalaries and related costs
    
    
    551
    
    
    
    563
    
    
    
    (2.1
    )Aircraft rent
    
    
    178
    
    
    
    178
    
    
    
    Aircraft maintenance
    
    
    174
    
    
    
    213
    
    
    
    (18.1
    )Other rent and landing fees
    
    
    131
    
    
    
    145
    
    
    
    (9.6
    )Selling expenses
    
    
    92
    
    
    
    104
    
    
    
    (10.9
    )Special items, net
    
    
    6
    
    
    
    26
    
    
    
    (76.2
    )Depreciation and amortization
    
    
    60
    
    
    
    50
    
    
    
    19.7Other
    
    
    279
    
    
    
    317
    
    
    
    (12.5
    )Total mainline operating expenses
    
    
    1,876
    
    
    
    2,302
    
    
    
    (18.5
    )Express expenses:Fuel
    
    
    123
    
    
    
    249
    
    
    
    (50.7
    )Other
    
    
    481
    
    
    
    485
    
    
    
    (0.7
    )Total Express expenses
    
    
    604
    
    
    
    734
    
    
    
    (17.7
    )Total operating expenses
    
    $
    2,480
    
    
    $
    3,036
    
    
    
    (18.3
    )
     Percent2009
    
    
    2008
    
    
    Change(In cents)Mainline CASM:Aircraft fuel and related taxes
    
    
    2.23
    
    
    
    4.49
    
    
    
    (50.3
    )Loss (gain) on fuel hedging instruments, net
    
    
    0.16
    
    
    
    (0.64
    )
    
    nmSalaries and related costs
    
    
    3.24
    
    
    
    3.07
    
    
    
    5.7Aircraft rent
    
    
    1.04
    
    
    
    0.97
    
    
    
    7.5Aircraft maintenance
    
    
    1.03
    
    
    
    1.16
    
    
    
    (11.6
    )Other rent and landing fees
    
    
    0.77
    
    
    
    0.79
    
    
    
    (2.4
    )Selling expenses
    
    
    0.54
    
    
    
    0.57
    
    
    
    (3.8
    )Special items, net
    
    
    0.04
    
    
    
    0.14
    
    
    
    (74.3
    )Depreciation and amortization
    
    
    0.35
    
    
    
    0.27
    
    
    
    29.3Other
    
    
    1.65
    
    
    
    1.74
    
    
    
    (5.5
    )Total mainline CASM
    
    
    11.05
    
    
    
    12.56
    
    
    
    (12.0
    )
  31




---



##### Table of Contents




    
    Aircraft fuel and related taxes per ASM decreased 50.3% due primarily to a 49% decrease
in the average price per gallon of fuel to $1.47 in the first quarter of 2009 from $2.88 in
the 2008 period. A 9.7% decrease in gallons of fuel consumed in the 2009 period on 7.4%
lower capacity also contributed to the decrease.
 
    
    Loss (gain) on fuel hedging instruments, net per ASM fluctuated from a gain of 0.64 cents
in the first quarter of 2008 to a loss of 0.16 cents in the first quarter of 2009. The net
loss in the 2009 period included realized losses of $197 million on settled fuel hedge
transactions, offset by $170 million of net unrealized gains on open fuel hedge
transactions. The unrealized gains are the result of the application of mark-to-market
accounting in which unrealized losses recognized in prior periods are reversed as hedge
transactions are settled in the current period. Our fuel hedging program uses collars with
no premiums, which establish an upper and lower limit on heating oil futures prices, to
provide protection from fuel price risks. We use heating oil as it is a commodity with
prices that are generally highly correlated with jet fuel prices. We recognized net gains
from our fuel hedging program in the first quarter of 2008 as the price of heating oil
exceeded the upper limit on certain of our collar transactions.
 
    
    Salaries and related costs per ASM increased 5.7% due principally to higher salary and
benefit costs associated with the unified mechanic and fleet services labor agreements
ratified in the second quarter of 2008.
 
    
    Aircraft rent expense per ASM increased 7.5% due to the return to the lessor of older
Boeing 737 and 757 aircraft in the period subsequent to the first quarter of 2008 which
carried lower rents. These returns had the effect of increasing our aircraft rent expense on
a per ASM basis. Additionally, we entered into lease extensions at market rates to align the
return of leased aircraft with deliveries of new aircraft. The leases that were extended
were previously subject to deferred credits resulting from fair value adjustments to
aircraft operating leases recorded in purchase accounting at the time of the US Airways and
AWA merger. These deferred credits, which reduced recorded rent expense, were fully
amortized over the original lease term.
 
    
    Aircraft maintenance expense per ASM decreased 11.6% due principally to decreases in the
number of engine and landing gear overhauls performed in the 2009 period as compared to the
2008 period.
 
    
    Depreciation and amortization expense per ASM increased 29.3% due to acquisition of 11
Embraer aircraft and seven Airbus aircraft subsequent to the first quarter of 2008, which
increased depreciation expense on owned aircraft.
   32




---



##### Table of Contents



Nonoperating Income (Expense):
 Percent2009
    
    
    2008
    
    
    Change(In millions)Nonoperating income (expense):Interest income
    
    $
    6
    
    
    $
    29
    
    
    
    (78.0
    )Interest expense, net
    
    
    (71
    )
    
    
    (61
    )
    
    
    15.3Other, net
    
    
    (13
    )
    
    
    (9
    )
    
    
    61.0Total nonoperating expense, net
    
    $
    (78
    )
    
    $
    (41
    )
    
    
    90.2
    33




---



##### Table of Contents



US Airways Results of Operations
  
    
    $197 million of net realized losses on settled fuel hedge transactions, offset by $170
million of net unrealized gains resulting from the application of mark-to-market accounting
for changes in the fair value of fuel hedging instruments. In mark-to-market accounting, the
unrealized losses recognized in prior periods are reversed as hedge transactions are settled
in the current period. US Airways is required to use mark-to-market accounting as its
existing fuel hedging instruments do not meet the requirements for hedge accounting
established by SFAS No. 133. If these instruments had qualified for hedge accounting
treatment, any unrealized gains or losses would have been recorded in other comprehensive
income, a component of stockholders equity. Given the market volatility of jet fuel, the
fair value of these fuel hedging instruments is expected to change until settled.
 
    
    $6 million of net special charges as a result of US Airways capacity reductions,
consisting of $5 million in lease return costs and penalties and $1 million in severance
charges.
 
    
    $7 million in other than temporary non-cash impairment charges included in nonoperating
expense, net for US Airways investments in auction rate securities due to continued declines
in the values of certain securities.
  
    
    $81 million of net realized gains on settled fuel hedge transactions as well as $36
million of net unrealized gains resulting from the application of mark-to-market accounting
for changes in the fair value of fuel hedging transactions.
 
    
    $26 million of net special charges due to merger related transition expenses.
 
    
    $13 million in other than temporary impairment charges for US Airways investments in
auction rate securities as well as a $2 million write off of debt discount and debt issuance
costs in connection with the refinancing of certain aircraft equipment notes, offset by $8
million in gains on forgiveness of debt, all included in nonoperating expense, net.
    34




---



##### Table of Contents



Three Months Ended
    
    
    PercentMarch 31,
    
    
    Change2009
    
    
    2008
    
    
    2009-2008MainlineRevenue passenger miles (millions) (a)
    
    
    13,309
    
    
    
    14,489
    
    
    
    (8.1
    )Available seat miles (millions) (b)
    
    
    16,979
    
    
    
    18,335
    
    
    
    (7.4
    )Passenger load factor (percent) (c)
    
    
    78.4
    
    
    
    79.0
    
    
    (0.6
    ) ptsYield (cents) (d)
    
    
    12.10
    
    
    
    13.48
    
    
    
    (10.2
    )Passenger revenue per available seat mile (cents) (e)
    
    
    9.49
    
    
    
    10.65
    
    
    
    (10.9
    )Aircraft at end of period
    
    
    347
    
    
    
    357
    
    
    
    (2.8
    )Fuel consumption (gallons in millions)
    
    
    258
    
    
    
    286
    
    
    
    (9.7
    )Average aircraft fuel price including related taxes (dollars per gallon)
    
    
    1.47
    
    
    
    2.88
    
    
    
    (49.0
    )Express (f)Revenue passenger miles (millions) (a)
    
    
    2,374
    
    
    
    2,485
    
    
    
    (4.5
    )Available seat miles (millions) (b)
    
    
    3,455
    
    
    
    3,599
    
    
    
    (4.0
    )Passenger load factor (percent) (c)
    
    
    68.7
    
    
    
    69.0
    
    
    (0.3
    ) ptsYield (cents) (d)
    
    
    23.22
    
    
    
    26.46
    
    
    
    (12.2
    )Passenger revenue per available seat mile (cents) (e)
    
    
    15.95
    
    
    
    18.27
    
    
    
    (12.7
    )Aircraft at end of period
    
    
    293
    
    
    
    291
    
    
    
    0.7Fuel consumption (gallons in millions)
    
    
    81
    
    
    
    86
    
    
    
    (5.3
    )Average aircraft fuel price including related taxes (dollars per gallon)
    
    
    1.51
    
    
    
    2.90
    
    
    
    (48.0
    )Total Mainline and ExpressRevenue passenger miles (millions) (a)
    
    
    15,683
    
    
    
    16,974
    
    
    
    (7.6
    )Available seat miles (millions) (b)
    
    
    20,434
    
    
    
    21,934
    
    
    
    (6.8
    )Passenger load factor (percent) (c)
    
    
    76.7
    
    
    
    77.4
    
    
    (0.7
    ) ptsYield (cents) (d)
    
    
    13.79
    
    
    
    15.38
    
    
    
    (10.4
    )Passenger revenue per available seat mile (cents) (e)
    
    
    10.58
    
    
    
    11.90
    
    
    
    (11.1
    )Total revenue per available seat mile (cents) (g)
    
    
    12.19
    
    
    
    13.07
    
    
    
    (6.8
    )Aircraft at end of period
    
    
    640
    
    
    
    648
    
    
    
    (1.2
    )Fuel consumption (gallons in millions)
    
    
    339
    
    
    
    372
    
    
    
    (8.7
    )Average aircraft fuel price including related taxes (dollars per gallon)
    
    
    1.48
    
    
    
    2.89
    
    
    
    (48.8
    )
 
 (a)
    
    Revenue passenger mile (RPM)  A basic measure of sales volume. A RPM represents one
passenger flown one mile.(b)
    
    Available seat mile (ASM)  A basic measure of production. An 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 revenue
passenger miles and expressed in cents per mile.(e)
    
    Passenger revenue per available seat mile (PRASM)  Passenger revenues divided by available
seat miles.(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 available seat miles.  35




---



##### Table of Contents



Three Months Ended March 31, 2009
Compared with the
Three Months Ended March 31, 2008
 Operating Revenues:
 Percent2009
    
    
    2008
    
    
    Change(In millions)Operating revenues:Mainline passenger
    
    $
    1,611
    
    
    $
    1,953
    
    
    
    (17.5
    )Express passenger
    
    
    551
    
    
    
    657
    
    
    
    (16.1
    )Cargo
    
    
    24
    
    
    
    36
    
    
    
    (34.3
    )Other
    
    
    305
    
    
    
    221
    
    
    
    38.2Total operating revenues
    
    $
    2,491
    
    
    $
    2,867
    
    
    
    (13.1
    )
  
    
    Mainline passenger revenues were $1.61 billion in the first quarter of 2009 as compared to
$1.95 billion for the 2008 period. RPMs decreased 8.1% as mainline capacity, as measured by
ASMs, decreased 7.4%, resulting in a 0.6 point decrease in load factor to 78.4%. Passenger
yield decreased 10.2% to 12.1 cents in the first quarter of 2009 from 13.48 cents in the 2008
period. PRASM decreased 10.9% to 9.49 cents in the first quarter of 2009 from 10.65 cents in
the 2008 period. Yield and PRASM decreased in the first quarter of 2009 due principally to
the decline in passenger demand driven by a weakened global economy.
 
    
    Express passenger revenues were $551 million in the first quarter of 2009, a decrease of
$106 million from the 2008 period. Express capacity, as measured by ASMs, decreased 4% in the
first quarter of 2009. Express RPMs decreased by 4.5% resulting in a 0.3 point decrease in
load factor to 68.7%. Express passenger yield decreased by 12.2% to 23.22 cents in the first
quarter of 2009 from 26.46 cents in the 2008 period. Express PRASM decreased 12.7% to 15.95
cents in the first quarter of 2009 from 18.27 cents in the 2008 period. The decreases in
Express yield and PRASM are the result of the same passenger demand declines discussed in the
mainline operations above.
 
    
    Cargo revenues were $24 million in the first quarter of 2009, a decrease of $12 million or
34.3% from the 2008 period. The decrease in cargo revenues was driven by declines in freight
volumes as a result of the contraction of business spending in the current economic
environment.
 
    
    Other revenues were $305 million in the first quarter of 2009, an increase of $84 million
or 38.2% from the 2008 period due primarily to US Airways new revenue initiatives,
principally its first and second checked bag fees, which were implemented in the third
quarter of 2008.
  36




---



##### Table of Contents



Operating Expenses:
 Percent2009
    
    
    2008
    
    
    Change(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    378
    
    
    $
    823
    
    
    
    (54.0
    )Loss (gain) on fuel hedging instruments, net:Realized
    
    
    197
    
    
    
    (81
    )
    
    nmUnrealized
    
    
    (170
    )
    
    
    (36
    )
    
    nmSalaries and related costs
    
    
    551
    
    
    
    563
    
    
    
    (2.1
    )Aircraft rent
    
    
    178
    
    
    
    178
    
    
    
    Aircraft maintenance
    
    
    174
    
    
    
    213
    
    
    
    (18.1
    )Other rent and landing fees
    
    
    131
    
    
    
    145
    
    
    
    (9.6
    )Selling expenses
    
    
    92
    
    
    
    104
    
    
    
    (10.9
    )Special items, net
    
    
    6
    
    
    
    26
    
    
    
    (76.2
    )Depreciation and amortization
    
    
    62
    
    
    
    52
    
    
    
    18.8Other
    
    
    286
    
    
    
    315
    
    
    
    (9.3
    )Total mainline operating expenses
    
    
    1,885
    
    
    
    2,302
    
    
    
    (18.1
    )Express expenses:Fuel
    
    
    123
    
    
    
    249
    
    
    
    (50.7
    )Other
    
    
    509
    
    
    
    509
    
    
    
    Total Express expenses
    
    
    632
    
    
    
    758
    
    
    
    (16.7
    )Total operating expenses
    
    $
    2,517
    
    
    $
    3,060
    
    
    
    (17.7
    )
    
    
    Aircraft fuel and related taxes decreased 54% due primarily to a 49% decrease in the
average price per gallon of fuel to $1.47 in the first quarter of 2009 from $2.88 in the
2008 period. A 9.7% decrease in gallons of fuel consumed in the 2009 period on 7.4% lower
capacity also contributed to the decrease.
 
    
    Loss (gain) on fuel hedging instruments, net fluctuated from a gain of $117 million in
the first quarter of 2008 to a loss of $27 million in the first quarter of 2009. The net
loss in the 2009 period included realized losses of $197 million on settled fuel hedge
transactions, offset by $170 million of net unrealized gains on open fuel hedge
transactions. The unrealized gains are the result of the application of mark-to-market
accounting in which unrealized losses recognized in prior periods are reversed as hedge
transactions are settled in the current period. US Airways fuel hedging program uses
collars with no premiums, which establish an upper and lower limit on heating oil futures
prices, to provide protection from fuel price risks. US Airways uses heating oil as it is a
commodity with prices that are generally highly correlated with jet fuel prices. US Airways
recognized net gains from its fuel hedging program in the first quarter of 2008 as the price
of heating oil exceeded the upper limit on certain of its collar transactions.
 
    
    Salaries and related costs decreased only 2.1% on 7.4% lower capacity due principally to
higher salary and benefit costs associated with the unified mechanic and fleet services
labor agreements ratified in the second quarter of 2008.
 
    
    Aircraft rent expense remained flat despite a 7.4% decrease in capacity due to a decrease
in rent expense associated with the return to the lessor of older Boeing 737 and 757
aircraft in the period subsequent to the first quarter of 2008. This decrease was offset by
an increase in rent expense associated with aircraft lease extensions at market rates to
align the return of leased aircraft with deliveries of new aircraft. The leases that were
extended were previously subject to deferred credits resulting from fair value adjustments
to aircraft operating leases recorded in purchase accounting at the time of the US Airways
and AWA
merger. These deferred credits, which reduced recorded rent expense, were fully amortized over
the original lease term.
  37




---



##### Table of Contents




    
    Aircraft maintenance expense decreased 18.1% due principally to decreases in the number
of engine and landing gear overhauls performed in the 2009 period as compared to the 2008
period.
 
    
    Depreciation and amortization expense increased 18.8% due to the acquisition of 11
Embraer aircraft and seven Airbus aircraft subsequent to the first quarter of 2008, which
increased depreciation expense on owned aircraft.
  Nonoperating Income (Expense):
 Percent2009
    
    
    2008
    
    
    Change(In millions)Nonoperating income (expense):Interest income
    
    $
    6
    
    
    $
    29
    
    
    
    (78.0
    )Interest expense, net
    
    
    (61
    )
    
    
    (52
    )
    
    
    17.0Other, net
    
    
    (14
    )
    
    
    (8
    )
    
    
    61.2Total nonoperating expense, net
    
    $
    (69
    )
    
    $
    (31
    )
    
    nm
    38




---



##### Table of Contents



Liquidity and Capital Resources
  Investments in Marketable Securities
      Aviation Fuel and Derivative Instruments
     39




---



##### Table of Contents



Sources and Uses of Cash
 US Airways Group
     40




---



##### Table of Contents



US Airways
    Commitments
  Citicorp Credit Facility
     41




---



##### Table of Contents



Credit Card Processing Agreements
  2009 Financing Transactions
    42




---



##### Table of Contents



Aircraft and Engine Purchase Commitments
    Covenants and Credit Rating
   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
    43




---



##### Table of Contents



Contractual Obligations
  Payments Due by Period2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalUS Airways Group (1)Debt (2)
    
    $
    
    
    
    $
    33
    
    
    $
    116
    
    
    $
    99
    
    
    $
    16
    
    
    $
    1,178
    
    
    $
    1,442Interest obligations (3)
    
    
    38
    
    
    
    50
    
    
    
    47
    
    
    
    41
    
    
    
    39
    
    
    
    50
    
    
    
    265US Airways (4)Debt and capital lease obligations (5) (6)
    
    
    301
    
    
    
    319
    
    
    
    292
    
    
    
    265
    
    
    
    213
    
    
    
    1,485
    
    
    
    2,875Interest obligations (3) (6)
    
    
    106
    
    
    
    135
    
    
    
    151
    
    
    
    123
    
    
    
    81
    
    
    
    396
    
    
    
    992Aircraft purchase and operating lease commitments (7)
    
    
    1,917
    
    
    
    2,316
    
    
    
    2,137
    
    
    
    1,540
    
    
    
    667
    
    
    
    5,327
    
    
    
    13,904Regional capacity purchase agreements (8)
    
    
    766
    
    
    
    1,017
    
    
    
    1,035
    
    
    
    903
    
    
    
    771
    
    
    
    2,747
    
    
    
    7,239Other US Airways Group subsidiaries (9)
    
    
    7
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    12Total
    
    $
    3,135
    
    
    $
    3,872
    
    
    $
    3,779
    
    
    $
    2,972
    
    
    $
    1,788
    
    
    $
    11,183
    
    
    $
    26,729
 
 (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 $51 million of unamortized debt discount as of March 31, 2009.(3)
    
    For variable-rate debt, future interest obligations are shown above using interest rates in
effect as of March 31, 2009.(4)
    
    Commitments listed separately under US Airways and its wholly owned subsidiaries represent
commitments under agreements entered into separately by those companies.(5)
    
    Excludes $109 million of unamortized debt discount as of March 31, 2009.(6)
    
    Includes $519 million of future principal payments and $249 million of future interest
payments as of March 31, 2009, respectively, related to pass through trust certificates or
EETCs associated with mortgage financings for the purchase of certain aircraft.(7)
    
    Includes $3.41 billion of future minimum lease payments related to EETC leveraged leased
financings of certain aircraft as of March 31, 2009.(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.   44




---



##### Table of Contents



Critical Accounting Policies and Estimates
  Recent Accounting Pronouncements
    December 31, 2008As Adjusted
    
    
    As ReportedLong-term debt and capital leases, net of current maturities
    
    $
    3,623
    
    
    $
    3,634Additional paid-in capital
    
    
    1,789
    
    
    
    1,749Accumulated deficit
    
    
    (2,336
    )
    
    
    (2,307
    )
    45




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk Sensitive Instruments
  Commodity price risk
       46




---



##### Table of Contents



Interest rate risk
     47




---



##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures.
  Changes in internal control over financial reporting.
  Limitation on the effectiveness of controls.
   48




---



##### Table of Contents



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.
  Our business may be adversely affected by a downturn in economic conditions.
 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.
    49




---



##### Table of Contents



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.
    
    We may have to use our working capital to fund these fixed costs instead of funding
general corporate requirements, including capital expenditures.
    
    We may not have sufficient liquidity to respond to competitive developments and adverse
economic conditions.
   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.
   50




---



##### Table of Contents



If we incur problems with any of our third party service providers, our operations could be
adversely affected by a resulting decline in revenue or negative public perception about our
services.
  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.
     We rely heavily on automated systems to operate our business and any failure or disruption of
these systems could harm our business.
   51




---



##### Table of Contents



The integration of our business units following the merger continues to present significant
challenges.
  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.
   Industry consolidation could weaken our competitive position.
  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.
   52




---



##### Table of Contents



The travel industry continues to face ongoing security concerns.
  Changes in government regulation could increase our operating costs and limit our ability to
conduct our business.
    The inability to maintain labor costs at competitive levels could harm our financial performance.
   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.
   53




---



##### Table of Contents



We are subject to many forms of environmental regulation and may incur substantial costs as a
result.
        Ongoing data security compliance requirements could increase our costs, and any significant data
breach could harm our business, financial condition or results of operations.
     54




---



##### Table of Contents



Interruptions or disruptions in service at one of our hub airports could have a material adverse
impact on our operations.
  We are at risk of losses and adverse publicity stemming from any accident involving any of our
aircraft.
  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.
   55




---



##### Table of Contents



We may be adversely affected by global events that affect travel behavior.
  We are exposed to foreign currency exchange rate fluctuations.
  The use of US Airways Groups pre-merger NOLs and certain other tax attributes could be limited in
the future.
  Risks Related to Our Common Stock
 Our common stock has limited trading history and its market price may 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.
   56




---



##### Table of Contents



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;
 
    
    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 amendment of the amended and restated bylaws; 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 by foreign owners.
   57




---



##### Table of Contents



Item 6. Exhibits
 Exhibit No.
    
    Description10.1
    
    
    Amendment No. 3 dated as of January 16, 2009 to the Amended and Restated Airbus A320
Family Aircraft Purchase Agreement dated as of October 2, 2007 between US Airways, Inc.
and Airbus S.A.S.*10.2
    
    
    Amendment No. 3 dated as of January 16, 2009 to the Airbus A330 Purchase Agreement
dated as of October 2, 2007 between US Airways, Inc. and Airbus S.A.S.*10.3
    
    
    Amendment No. 2 dated as of January 16, 2009 to the Amended and Restated Airbus A350
XWB Purchase Agreement, dated as of October 2, 2007, among AVSA, S.A.R.L. and US
Airways, Inc., AWA and US Airways Group.*10.4
    
    
    Amendment No. 7 dated as of January 14, 2009 to Amended and Restated Embraer Aircraft
Purchase Agreement dated as of June 13, 2006 between US Airways Group and Embraer 
Empresa Brasileira de Aeronautica S.A.*10.5
    
    
    Amendment No. 7 to America West Co-Branded Credit Card Agreement, dated as of February
17, 2009, between US Airways Group and Barclays Bank Delaware.*10.6
    
    
    Amendment No. 2 to Loan Agreement [Spare Parts], dated as of January 15, 2009, among US
Airways, Inc., GECC, as administrative agent, collateral agent and original lender, and
the lenders from time to time party thereto.*10.7
    
    
    Amendment No. 3 to Loan Agreement [Spare Parts], dated as of March 31, 2009, among US
Airways, Inc., GECC, as administrative agent, collateral agent and original lender, and
the lenders from time to time party thereto.*10.8
    
    
    Form of Stock Appreciation Right (Cash-Settled) Award Agreement under the US Airways
Group, Inc. 2008 Equity Incentive Plan.10.9
    
    
    Form of Stock Appreciation Right (Stock-Settled) Award Agreement under the US Airways
Group, Inc. 2008 Equity Incentive Plan.31.1
    
    
    Certification of US Airways Groups Chief Executive Officer pursuant to Rule 13a-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)
under the Securities Exchange Act of 1934, as amended.31.3
    
    
    Certification of US Airways Chief Executive Officer pursuant to Rule 13a-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) 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.
 
 *
    
    Portions of this exhibit have been omitted under a request for confidential treatment and
filed separately with the United States Securities and Exchange Commission.
    
    Management contract or compensatory plan or arrangement.  58




---



##### Table of Contents



Signatures
  US Airways Group, Inc. (Registrant)Date: April 22, 2009
    By:
    /s/ Derek J. KerrDerek J. KerrExecutive Vice President and
Chief Financial OfficerUS Airways, Inc. (Registrant)Date: April 22, 2009
    By:
    /s/ Derek J. KerrDerek J. KerrExecutive Vice President and
Chief Financial Officer  59




---



##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description10.1
    
    
    Amendment No. 3 dated as of January 16, 2009 to the Amended and Restated Airbus
A320 Family Aircraft Purchase Agreement dated as of October 2, 2007 between US
Airways, Inc. and Airbus S.A.S.*10.2
    
    
    Amendment No. 3 dated as of January 16, 2009 to the Airbus A330 Purchase Agreement
dated as of October 2, 2007 between US Airways, Inc. and Airbus S.A.S.*10.3
    
    
    Amendment No. 2 dated as of January 16, 2009 to the Amended and Restated Airbus
A350 XWB Purchase Agreement, dated as of October 2, 2007, among AVSA, S.A.R.L. and
US Airways, Inc., AWA and US Airways Group.*10.4
    
    
    Amendment No. 7 dated as of January 14, 2009 to Amended and Restated Embraer
Aircraft Purchase Agreement dated as of June 13, 2006 between US Airways Group and
Embraer  Empresa Brasileira de Aeronautica S.A.*10.5
    
    
    Amendment No. 7 to America West Co-Branded Credit Card Agreement, dated as of
February 17, 2009, between US Airways Group and Barclays Bank Delaware.*10.6
    
    
    Amendment No. 2 to Loan Agreement [Spare Parts], dated as of January 15, 2009,
among US Airways, Inc., GECC, as administrative agent, collateral agent and
original lender, and the lenders from time to time party thereto.*10.7
    
    
    Amendment No. 3 to Loan Agreement [Spare Parts], dated as of March 31, 2009, among
US Airways, Inc., GECC, as administrative agent, collateral agent and original
lender, and the lenders from time to time party thereto.*10.8
    
    
    Form of Stock Appreciation Right (Cash-Settled) Award Agreement under the US
Airways Group, Inc. 2008 Equity Incentive Plan.10.9
    
    
    Form of Stock Appreciation Right (Stock-Settled) Award Agreement under the US
Airways Group, Inc. 2008 Equity Incentive Plan.31.1
    
    
    Certification of US Airways Groups Chief Executive Officer pursuant to Rule
13a-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) under the Securities Exchange Act of 1934, as amended.31.3
    
    
    Certification of US Airways Chief Executive Officer pursuant to Rule 13a-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)
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.
 
 *
    
    Portions of this exhibit have been omitted under a request for confidential treatment and
filed separately with the United States Securities and Exchange Commission.
    
    Management contract or compensatory plan or arrangement.  60