##### 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, 2007
 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.
    
 America West Airlines, Inc.
    
 US Airways, Inc.
    
 
 
 þ o
  US Airways Group, Inc.
    
    Large accelerated filer
    
    þ
    
    Accelerated filer
    
    o
    
    Non-accelerated filer
    
    oAmerica West Airlines, Inc.
    
    Large accelerated filer
    
    o
    
    Accelerated filer
    
    o
    
    Non-accelerated filer
    
    þUS Airways, Inc.
    
    Large accelerated filer
    
    o
    
    Accelerated filer
    
    o
    
    Non-accelerated filer
    
    þ
  US Airways Group, Inc.
    
    Yes
    
    o
    
    No
    
    þAmerica West Airlines, 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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##### Table of Contents



US Airways Group, Inc.
Form 10-Q
Quarterly Period Ended March 31, 2007
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 America West Airlines, Inc.Condensed Consolidated Statements of Operations
    
    
    14Condensed Consolidated Balance Sheets
    
    
    15Condensed Consolidated Statements of Cash Flows
    
    
    16Notes to the Condensed Consolidated Financial Statements
    
    
    17Item 1C.
    
    Condensed Financial Statements of US Airways, Inc.Condensed Statements of Operations
    
    
    21Condensed Balance Sheets
    
    
    22Condensed Statements of Cash Flows
    
    
    23Notes to the Condensed Financial Statements
    
    
    24Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    29Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    44Item 4.
    
    Controls and Procedures
    
    
    44Part II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    
    45Item 1A.
    
    Risk Factors
    
    
    46Item 6.
    
    Exhibits
    
    
    53Signatures
    
    
    
    
    54EX-3.1EX-10.1EX-10.2EX-31.1EX-31.2EX-31.3EX-31.4EX-31.5EX-31.6EX-32.1EX-32.2EX-32.3
 2




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Note Concerning Forward-Looking Statements
  
    
    the impact of high fuel costs, significant disruptions in the supply of aircraft fuel and
further significant increases to fuel prices;
    
    our high level of fixed obligations and our ability to obtain and maintain financing for operations and other purposes;
    
    our ability to achieve the synergies anticipated as a result of the merger and to achieve those synergies in a timely manner;
    
    our ability to integrate the management, operations and labor groups of US Airways Group and America West Holdings;
    
    labor costs and relations with unionized employees generally and the impact and outcome of labor negotiations;
    
    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;
    
    reliance on automated systems and the impact of any failure or disruption of these systems;
    
    the impact of future significant operating losses;
    
    changes in prevailing interest rates;
    
    our ability to obtain and maintain commercially reasonable terms with vendors and service
providers and our reliance on those vendors and service providers;
    
    security-related and insurance costs;
    
    changes in government legislation and regulation;
    
    our ability to use pre-merger NOLs and certain other tax attributes;
    
    competitive practices in the industry, including significant fare restructuring
activities, capacity reductions and in court or out of court restructuring by major
airlines;
    
    continued existence of prepetition liabilities;
    
    interruptions or disruptions in service at one or more of our hub airports;
    
    weather conditions;
    
    our ability to maintain adequate liquidity;
    
    our ability to maintain contracts that are critical to our operations;
 3




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##### Table of Contents




    
    our ability to operate pursuant to the terms of our financing facilities (particularly the financial covenants);
    
    our ability to attract and retain customers;
    
    the cyclical nature of the airline industry;
    
    our ability to attract and retain qualified personnel;
    
    economic conditions; and
    
    other risks and uncertainties listed from time to time in our reports to the Securities and Exchange Commission.
  
 Part I. Financial Information
  4




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##### Table of Contents



Three MonthsEnded March 31,2007
    
    
    2006Operating revenues:Mainline passenger
    
    $
    1,906
    
    
    $
    1,811Express passenger
    
    
    609
    
    
    
    611Cargo
    
    
    37
    
    
    
    37Other
    
    
    180
    
    
    
    173Total operating revenues
    
    
    2,732
    
    
    
    2,632Operating expenses:Aircraft fuel and related taxes
    
    
    550
    
    
    
    555Gain on fuel hedging instruments, net
    
    
    (54
    )
    
    
    (28
    )Salaries and related costs
    
    
    527
    
    
    
    503Express expenses
    
    
    620
    
    
    
    615Aircraft rent
    
    
    180
    
    
    
    185Aircraft maintenance
    
    
    165
    
    
    
    138Other rent and landing fees
    
    
    128
    
    
    
    140Selling expenses
    
    
    106
    
    
    
    107Special items, net
    
    
    39
    
    
    
    (44
    )Depreciation and amortization
    
    
    44
    
    
    
    45Other
    
    
    311
    
    
    
    291Total operating expenses
    
    
    2,616
    
    
    
    2,507Operating income
    
    
    116
    
    
    
    125Nonoperating income (expense):Interest income
    
    
    40
    
    
    
    26Interest expense, net
    
    
    (71
    )
    
    
    (75
    )Other, net
    
    
    (16
    )
    
    
    (12
    )Total nonoperating expense, net
    
    
    (47
    )
    
    
    (61
    )Income before income taxes and cumulative effect of change in accounting principle
    
    
    69
    
    
    
    64Income tax provision
    
    
    3
    
    
    
    Income before cumulative effect of change in accounting principle
    
    
    66
    
    
    
    64Cumulative effect of change in accounting principle, net
    
    
    
    
    
    
    1Net income
    
    $
    66
    
    
    $
    65Earnings per common share:Basic:Before cumulative effect of change in accounting principle
    
    $
    0.73
    
    
    $
    0.79Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.01Earnings per share
    
    
    0.73
    
    
    
    0.80Diluted:Before cumulative effect of change in accounting principle
    
    $
    0.70
    
    
    $
    0.75Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.01Earnings per share
    
    
    0.70
    
    
    
    0.76Shares used for computation (in thousands):Basic
    
    
    91,363
    
    
    
    81,679Diluted
    
    
    96,223
    
    
    
    93,362
  5




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March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assetsCash and cash equivalents
    
    $
    871
    
    
    $
    1,116Short-term investments
    
    
    1,655
    
    
    
    1,249Restricted cash
    
    
    2
    
    
    
    1Accounts receivable, net
    
    
    479
    
    
    
    388Materials and supplies, net
    
    
    224
    
    
    
    223Prepaid expenses and other
    
    
    477
    
    
    
    377Total current assets
    
    
    3,708
    
    
    
    3,354Property and equipmentFlight equipment
    
    
    2,103
    
    
    
    2,051Ground property and equipment
    
    
    622
    
    
    
    598Less accumulated depreciation and amortization
    
    
    (625
    )
    
    
    (583
    )2,100
    
    
    
    2,066Equipment purchase deposits
    
    
    53
    
    
    
    48Total property and equipment
    
    
    2,153
    
    
    
    2,114Other assetsGoodwill
    
    
    628
    
    
    
    629Other intangibles, net
    
    
    548
    
    
    
    554Restricted cash
    
    
    736
    
    
    
    666Other assets, net
    
    
    222
    
    
    
    259Total other assets
    
    
    2,134
    
    
    
    2,108Total assets
    
    $
    7,995
    
    
    $
    7,576LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent maturities of debt and capital leases
    
    $
    100
    
    
    $
    95Accounts payable
    
    
    411
    
    
    
    454Air traffic liability
    
    
    1,255
    
    
    
    847Accrued compensation and vacation
    
    
    155
    
    
    
    262Accrued taxes
    
    
    218
    
    
    
    181Other accrued expenses
    
    
    922
    
    
    
    873Total current liabilities
    
    
    3,061
    
    
    
    2,712Noncurrent liabilities and deferred creditsLong-term debt and capital leases, net of current maturities
    
    
    2,901
    
    
    
    2,907Deferred gains and credits
    
    
    201
    
    
    
    205Postretirement benefits other than pensions
    
    
    188
    
    
    
    187Employee benefit liabilities and other
    
    
    595
    
    
    
    595Total noncurrent liabilities and deferred credits
    
    
    3,885
    
    
    
    3,894Stockholders equityCommon stock, $0.01 par value; 200,000,000 shares authorized,91,831,735 and
91,417,742 shares issued and outstanding at March 31, 2007; 91,697,896 and
91,283,903 shares issued and outstanding at December 31, 2006
    
    
    1
    
    
    
    1Additional paid-in capital
    
    
    1,514
    
    
    
    1,501Accumulated other comprehensive income
    
    
    3
    
    
    
    3Accumulated deficit
    
    
    (456
    )
    
    
    (522
    )Treasury stock, common stock, 413,993 shares at March 31, 2007 and December 31, 2006
    
    
    (13
    )
    
    
    (13
    )Total stockholders equity
    
    
    1,049
    
    
    
    970Total liabilities and stockholders equity
    
    $
    7,995
    
    
    $
    7,576
  6




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##### Table of Contents



Three Months Ended March 31,2007
    
    
    2006Net cash provided by operating activities
    
    $
    322
    
    
    $
    211Cash flows from investing activitiesCapital expenditures
    
    
    (86
    )
    
    
    (86
    )Purchase of short-term investments
    
    
    (908
    )
    
    
    (256
    )Sales of short-term investments
    
    
    503
    
    
    
    97Increase in long-term restricted cash
    
    
    (70
    )
    
    
    (215
    )Proceeds from disposition of assets
    
    
    3
    
    
    
    1Increase in equipment deposits
    
    
    (5
    )
    
    
    Net cash used for investing activities
    
    
    (563
    )
    
    
    (459
    )Cash flows from financing activitiesRepayments of debt
    
    
    (1,629
    )
    
    
    (1,116
    )Proceeds from issuance of debt
    
    
    1,622
    
    
    
    1,225Proceeds from issuance of common stock, net
    
    
    3
    
    
    
    1Net cash provided by (used for) financing activities
    
    
    (4
    )
    
    
    110Net decrease in cash and cash equivalents
    
    
    (245
    )
    
    
    (138
    )Cash and cash equivalents at beginning of period
    
    
    1,116
    
    
    
    1,125Cash and cash equivalents at end of period
    
    $
    871
    
    
    $
    987Non-cash investing and financing activitiesNotes payable cancelled under aircraft purchase agreement
    
    $
    
    
    
    $
    4Supplemental informationCash paid for interest, net of amounts capitalized
    
    $
    79
    
    
    $
    68Income 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 and summary of significant accounting policies
     Recent Accounting Pronouncements
   8




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##### Table of Contents



2. Special items, net
  Three MonthsEnded March 31,2007
    
    
    2006Airbus restructuring (a)
    
    $
    
    
    
    $
    (90
    )Merger related transition expenses (b)
    
    
    39
    
    
    
    46Special items, net
    
    $
    39
    
    
    $
    (44
    )
 
 (a)
    
    In connection with the merger and the Airbus Memorandum of Understanding (Airbus MOU)
executed between US Airways Group, US Airways and AWA, certain aircraft firm orders were
restructured. In connection with that restructuring, US Airways Group and America West
Holdings were required to pay restructuring fees totaling $89 million by means of set-off
against existing equipment deposits of US Airways and AWA held by Airbus of $39 million and
$50 million, respectively. Also in connection with the Airbus MOU, US Airways and AWA entered
into two loan agreements with commitments of up to $161 million and $89 million. On March 31,
2006, the outstanding principal and accrued interest on the $89 million loan was forgiven upon
repayment in full of the $161 million loan in accordance with the terms of the Airbus loans.
As a result, the Company recognized a gain associated with the return of these equipment
deposits upon forgiveness of the loan totaling $90 million, consisting of the $89 million in
equipment deposits and accrued interest of $1 million. 9




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##### Table of Contents



(b)
    
    In connection with the merger, the Company incurred $39 million of transition and merger
integration costs in the first quarter of 2007. These items included $9 million in training
and related expenses; $8 million in equity awards; $7 million of aircraft livery costs; $11
million in professional and technical fees, including continuing professional fees associated
with US Airways bankruptcy proceedings; $1 million in employee moving expenses; $2 million
related to the reservation system migration expense and $1 million of other expenses.In connection with the merger, the Company incurred $46 million of transition and merger
integration costs in the first quarter of 2006. These items included $21 million in personnel
costs primarily for severance, retention payments and stock awards; $7 million in merger related
aircraft lease return expenses; $6 million of aircraft livery costs; $4 million in professional
and technical fees; $3 million in continuing professional fees associated with US Airways
bankruptcy proceedings; $3 million in employee moving expenses; $1 million of transition-related
sales and marketing program expenses and $1 million of other expenses.
 3. Earnings per share
  Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Basic earnings per share:Income before cumulative effect of change in accounting principle
    
    $
    66
    
    
    $
    64Cumulative effect of change in accounting principle
    
    
    
    
    
    
    1Net income
    
    $
    66
    
    
    $
    65Weighted average common shares outstanding (in thousands)
    
    
    91,363
    
    
    
    81,679Basic earnings per share:Before cumulative effect of change in accounting principle
    
    $
    0.73
    
    
    $
    0.79Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.01Net earnings per share
    
    $
    0.73
    
    
    $
    0.80Diluted earnings per share:Income before cumulative effect of change in accounting principle
    
    $
    66
    
    
    $
    64Cumulative effect of change in accounting principle
    
    
    
    
    
    
    1Net income
    
    
    66
    
    
    
    65Interest expense on 7.5% convertible senior notes
    
    
    
    
    
    
    3Interest expense on 7.0% senior convertible notes
    
    
    1
    
    
    
    3Income for purposes of computing diluted earnings per share
    
    $
    67
    
    
    $
    71Share computation (in thousands):Weighted average common shares outstanding
    
    
    91,363
    
    
    
    81,679Dilutive effect of stock awards and warrants
    
    
    1,810
    
    
    
    1,863Assumed conversion of 7.5% convertible senior notes
    
    
    
    
    
    
    3,860Assumed conversion of 7.0% senior convertible notes
    
    
    3,050
    
    
    
    5,960Weighted average common shares outstanding as adjusted
    
    
    96,223
    
    
    
    93,362Diluted earnings per share:Before cumulative effect of change in accounting principle
    
    $
    0.70
    
    
    $
    0.75Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.01Earnings per share
    
    $
    0.70
    
    
    $
    0.76
   10




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##### Table of Contents



4. Stock options
 Agreements with ALPA 
  2007
    
    2006Risk free interest rate
    
    
    4.9
    %
    
    
    4.4
    %Expected dividend yield
    
    
    
    %
    
    
    
    %Expected life
    
    2.0 years
    
    5.0 yearsVolatility
    
    
    53.0
    %
    
    
    69.8
    %
  5. Debt
  March 31,
    
    
    December 31,2007
    
    
    2006SecuredCiticorp North America loan, variable interest rate of 7.85%, installments due through maturity
    
    $
    1,600
    
    
    $
    General Electric Capital Corporation loan
    
    
    
    
    
    
    1,250Equipment
notes payable, variable interest rates of 6.89% to 9.65%
    
    
    1,249
    
    
    
    1,258Slot Financing, interest rate of 8%, installments due through 2015
    
    
    47
    
    
    
    47Capital lease obligations, interest rate of 8%, installments due through 2021
    
    
    43
    
    
    
    41Senior secured discount notes, variable interest rate 8.73%, installments due 2005 through 2009
    
    
    33
    
    
    
    33GE Credit Facility
    
    
    
    
    
    
    21Capital Lease Obligations, computer software, installments due through 2008
    
    
    2
    
    
    
    22,974
    
    
    
    2,652Unsecured7% senior convertible notes, interest only payments until due in 2020
    
    
    74
    
    
    
    74GE Engine Maintenance Term Note, variable interest of 9.38%,
installments due 2008 through 2011
    
    
    45
    
    
    
    45Industrial development bonds, fixed interest rate of 6.3% due 2023
    
    
    29
    
    
    
    29Juniper prepaid miles
    
    
    
    
    
    
    325Note payable to Pension Benefit Guaranty Corporation, interest rate of 6%, interest only
payments until due in 2012
    
    
    10
    
    
    
    10158
    
    
    
    483Total long-term debt and capital lease obligations
    
    
    3,132
    
    
    
    3,135Less: Unamortized discount on debt
    
    
    (131
    )
    
    
    (133
    )Current maturities
    
    
    (100
    )
    
    
    (95
    )Long-term debt and capital lease obligations, net of current maturities
    
    $
    2,901
    
    
    $
    2,907
 Refinancing Transaction 
  11




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##### Table of Contents




    
    The amended and restated loan agreement, dated April 7,
2006, entered into by US Airways Group with General
Electric Capital Corporation (GECC) and a syndicate of
lenders. At the time of the repayment, the total
outstanding balance of the loan was $1.25 billion.
    
    The Juniper pre-paid miles issued on October 3, 2005 in
connection with the amended co-branded credit card
agreement dated August 8, 2005 between pre-merger US
Airways Group, AWA and Juniper Bank, a subsidiary of
Barclays PLC. At the time of the repayment, the total
outstanding balance was $325 million.
    
    The credit facility with GECC, amended in July 2005 with an
original balance of $28 million. At the time of the
repayment, the total outstanding balance of the loan was $19
million.
    6. Bankruptcy claims resolution
  7. Income Taxes
      12




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##### Table of Contents



8. Express expenses
  Three Months EndedMarch 31,2007
    
    
    2006Aircraft fuel and related taxes
    
    $
    153
    
    
    $
    172Salaries and related costs
    
    
    37
    
    
    
    44Capacity purchases
    
    
    218
    
    
    
    208Aircraft rent
    
    
    2
    
    
    
    9Aircraft maintenance
    
    
    22
    
    
    
    20Other rent and landing fees
    
    
    28
    
    
    
    32Selling expenses
    
    
    35
    
    
    
    35Depreciation and amortization
    
    
    6
    
    
    
    6Other expenses
    
    
    119
    
    
    
    89Express expenses
    
    $
    620
    
    
    $
    615
 13




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##### Table of Contents



Three MonthsEnded March 31,2007
    
    
    2006Operating revenues:Mainline passenger
    
    $
    661
    
    
    $
    652Express passenger
    
    
    148
    
    
    
    153Cargo
    
    
    6
    
    
    
    9Other
    
    
    51
    
    
    
    47Total operating revenues
    
    
    866
    
    
    
    861Operating expenses:Aircraft fuel and related taxes
    
    
    202
    
    
    
    205Gain on fuel hedging instruments, net
    
    
    (54
    )
    
    
    (28
    )Salaries and related costs
    
    
    174
    
    
    
    174Express expenses
    
    
    145
    
    
    
    145Aircraft rent
    
    
    83
    
    
    
    86Aircraft maintenance
    
    
    66
    
    
    
    52Other rent and landing fees
    
    
    46
    
    
    
    45Selling expenses
    
    
    37
    
    
    
    39Special items, net
    
    
    13
    
    
    
    (30
    )Depreciation and amortization
    
    
    12
    
    
    
    11Other
    
    
    97
    
    
    
    80Total operating expenses
    
    
    821
    
    
    
    779Operating income
    
    
    45
    
    
    
    82Nonoperating income (expense):Interest income
    
    
    19
    
    
    
    13Interest expense, net
    
    
    (9
    )
    
    
    (28
    )Other, net
    
    
    
    
    
    
    (10
    )Total nonoperating income (expense), net
    
    
    10
    
    
    
    (25
    )Income before income taxes and cumulative effect of change in accounting principle
    
    
    55
    
    
    
    57Income tax provision
    
    
    
    
    
    
    Income before cumulative effect of change in accounting principle
    
    
    55
    
    
    
    57Cumulative effect of change in accounting principle, net
    
    
    
    
    
    
    1Net income
    
    $
    55
    
    
    $
    58
  14




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##### Table of Contents



March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assetsCash and cash equivalents
    
    $
    159
    
    
    $
    620Short-term investments
    
    
    924
    
    
    
    506Accounts receivable, net
    
    
    112
    
    
    
    181Materials and supplies, net
    
    
    72
    
    
    
    76Prepaid expenses and other
    
    
    237
    
    
    
    234Total current assets
    
    
    1,504
    
    
    
    1,617Property and equipmentFlight equipment
    
    
    339
    
    
    
    343Ground property and equipment
    
    
    389
    
    
    
    372Less accumulated depreciation and amortization
    
    
    (434
    )
    
    
    (426
    )294
    
    
    
    289Equipment purchase deposits
    
    
    20
    
    
    
    16Total property and equipment
    
    
    314
    
    
    
    305Other assetsRestricted cash
    
    
    218
    
    
    
    211Other assets, net
    
    
    71
    
    
    
    70Total other assets
    
    
    289
    
    
    
    281Total assets
    
    $
    2,107
    
    
    $
    2,203LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilitiesCurrent maturities of debt and capital leases
    
    $
    2
    
    
    $
    2Accounts payable
    
    
    135
    
    
    
    224Payables to related parties, net
    
    
    1,271
    
    
    
    720Air traffic liability
    
    
    244
    
    
    
    359Accrued compensation and vacation
    
    
    56
    
    
    
    144Accrued taxes
    
    
    36
    
    
    
    80Other accrued expenses
    
    
    162
    
    
    
    195Total current liabilities
    
    
    1,906
    
    
    
    1,724Noncurrent liabilities and deferred creditsLong-term debt and capital leases, net of current maturities
    
    
    59
    
    
    
    384Deferred credits
    
    
    30
    
    
    
    32Employee benefit liabilities and other
    
    
    204
    
    
    
    210Total noncurrent liabilities and deferred credits
    
    
    293
    
    
    
    626Stockholders deficitCommon stock, $0.01 par value; 1,000 shares authorized and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    555
    
    
    
    555Accumulated deficit
    
    
    (647
    )
    
    
    (702
    )Total stockholders deficit
    
    
    (92
    )
    
    
    (147
    )Total liabilities and stockholders deficit
    
    $
    2,107
    
    
    $
    2,203
  15




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##### Table of Contents



Three Months Ended March 31,2007
    
    
    2006Net cash used for operating activities
    
    $
    (14
    )
    
    $
    (3
    )Cash flows from investing activitiesPurchases of property and equipment
    
    
    (19
    )
    
    
    (14
    )Purchase of short-term investments
    
    
    (548
    )
    
    
    (166
    )Sales of short-term investments
    
    
    130
    
    
    
    97Increase in long-term restricted cash
    
    
    (7
    )
    
    
    (2
    )Proceeds from disposition of assets
    
    
    3
    
    
    
    Other
    
    
    (6
    )
    
    
    1Net cash used for investing activities
    
    
    (447
    )
    
    
    (84
    )Cash flows from financing activitiesRepayments of debt
    
    
    
    
    
    
    (1
    )Net decrease in payables to related parties
    
    
    
    
    
    
    (72
    )Net cash used for financing activities
    
    
    
    
    
    
    (73
    )Net decrease in cash and cash equivalents
    
    
    (461
    )
    
    
    (160
    )Cash and cash equivalents at beginning of period
    
    
    620
    
    
    
    632Cash and cash equivalents at end of period
    
    $
    159
    
    
    $
    472Non-cash investing and financing activitiesRepayment of Juniper prepaid miles by parent
    
    $
    325
    
    
    $
    Repayment of ATSB, Airbus, and GECC loans by parent
    
    
    
    
    
    
    520Notes payable cancelled under aircraft purchase agreement
    
    
    
    
    
    
    4Loan proceeds received by parent
    
    
    
    
    
    
    64Supplemental informationCash paid for interest, net of amounts capitalized
    
    $
    9
    
    
    $
    10Income taxes paid
    
    
    
    
    
    
    
  16




---



##### Table of Contents



America West Airlines, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 1. Basis of presentation
    Recent Accounting Pronouncements
      17




---



##### Table of Contents



2. Special items, net
  Three MonthsEnded March 31,2007
    
    
    2006Airbus restructuring (a)
    
    $
    
    
    
    $
    (51
    )Merger related transition expenses (b)
    
    
    13
    
    
    
    21Special items, net
    
    $
    13
    
    
    $
    (30
    )
 
 (a)
    
    In connection with the merger and the Airbus Memorandum of Understanding (Airbus MOU)
executed between US Airways Group, US Airways and AWA, certain aircraft firm orders were
restructured. In connection with that restructuring, US Airways Group and America West
Holdings were required to pay restructuring fees totaling $89 million by means of set-off
against existing equipment deposits of US Airways and AWA held by Airbus of $39 million and
$50 million, respectively. Also in connection with the Airbus MOU, US Airways and AWA entered
into two loan agreements with commitments of up to $161 million and $89 million. On March 31,
2006, the outstanding principal and accrued interest on the $89 million loan was forgiven upon
repayment in full of the $161 million loan in accordance with terms of the Airbus loans. As a
result, AWA recognized a gain associated with the return of these equipment deposits upon
forgiveness of the loan totaling $51 million, consisting of the $50 million in equipment
deposits and accrued interest of $1 million.(b)
    
    In connection with the merger, AWA incurred $13 million of transition and merger integration
costs in the first quarter of 2007. These items included $2 million in training and related
expense; $2 million in equity awards; $4 million in professional and technical fees; $4
million of aircraft livery costs and $1 million of other expenses.In connection with the merger, AWA incurred $21 million of transition and merger integration
costs in the first quarter of 2006. These items included $7 million in merger related aircraft
lease return expenses; $5 million of aircraft livery costs; $4 million in personnel costs
primarily for severance, moving expenses and stock awards; $3 million in professional and
technical fees; $1 million of transition-related sales and marketing program expenses and $1
million in other expenses. 3. Debt
  March 31,
    
    
    December 31,2007
    
    
    2006SecuredSenior secured discount notes, variable interest rate of 8.73%, installments due 2005 through 2009
    
    $
    33
    
    
    $
    33Capital Lease Obligation, computer software, installments due through 2008
    
    
    2
    
    
    
    235
    
    
    
    35UnsecuredIndustrial development bonds, fixed interest rate of 6.3% due 2023
    
    
    29
    
    
    
    29Juniper prepaid miles
    
    
    
    
    
    
    32529
    
    
    
    354Total long-term debt and capital lease obligations
    
    
    64
    
    
    
    389Less: Unamortized discount on debt
    
    
    (3
    )
    
    
    (3
    )Current maturities
    
    
    (2
    )
    
    
    (2
    )Long-term debt and capital lease obligations, net of current maturities
    
    $
    59
    
    
    $
    384
 Refinancing Transaction 
 18




---



##### Table of Contents




    
    The amended and restated loan agreement, dated April 7,
2006, entered into by US Airways Group with General
Electric Capital Corporation (GECC) and a syndicate of
lenders. At the time of the repayment, the total
outstanding balance of the loan was $1.25 billion.
    
    The Juniper pre-paid miles issued on October 3, 2005 in
connection with the amended co-branded credit card
agreement dated August 8, 2005 between pre-merger US
Airways Group, AWA and Juniper Bank, a subsidiary of
Barclays PLC. At the time of the repayment, the total
outstanding balance was $325 million.
    
    The credit facility with GECC, amended in July 2005 with an
original balance of $28 million. At the time of the
repayment, the total outstanding balance of the loan was $19
million.
    4. Related party transactions
 (a) Payables to Related Parties, Net
  March 31, 2007
    
    
    December 31, 2006US Airways Group
    
    $
    1,492
    
    
    $
    1,153America West Holdings
    
    
    (275
    )
    
    
    (276
    )US Airways
    
    
    73
    
    
    
    (140
    )Other US Airways Group wholly owned subsidiaries
    
    
    (19
    )
    
    
    (17
    )$
    1,271
    
    
    $
    720
   19




---



##### Table of Contents



(b) Shared Operating Expenses
  Three Months Ended March 31, 2007AWA
    
    
    US Airways
    
    
    TotalSalaries and related costs
    
    $
    67
    
    
    $
    110
    
    
    $
    177Other rent
and landing fees
    
    
    27
    
    
    
    45
    
    
    
    72Selling expenses
    
    
    32
    
    
    
    60
    
    
    
    92Express expenses
    
    
    23
    
    
    
    57
    
    
    
    80Other expenses
    
    
    49
    
    
    
    82
    
    
    
    131Total Allocated Expenses
    
    $
    198
    
    
    $
    354
    
    
    $
    552
 5. Income Taxes
   6. Express expenses
  Three Months Ended March 31,2007
    
    
    2006Aircraft fuel and related taxes
    
    $
    38
    
    
    $
    46Salaries and related costs
    
    
    1
    
    
    
    Capacity purchases
    
    
    94
    
    
    
    85Other rent and landing fees
    
    
    1
    
    
    
    3Selling expenses
    
    
    9
    
    
    
    10Other expenses
    
    
    2
    
    
    
    1Express expenses
    
    $
    145
    
    
    $
    145
 20




---



##### Table of Contents



Three MonthsEnded March 31,2007
    
    
    2006Operating revenues:Mainline passenger
    
    $
    1,244
    
    
    $
    1,159Express passenger
    
    
    461
    
    
    
    458Cargo
    
    
    31
    
    
    
    29Other
    
    
    159
    
    
    
    156Total operating revenues
    
    
    1,895
    
    
    
    1,802Operating expenses:Aircraft fuel and related taxes
    
    
    348
    
    
    
    349Salaries and related costs
    
    
    353
    
    
    
    329Express expenses
    
    
    492
    
    
    
    499Aircraft rent
    
    
    97
    
    
    
    99Aircraft maintenance
    
    
    99
    
    
    
    87Other rent and landing fees
    
    
    82
    
    
    
    95Selling expenses
    
    
    69
    
    
    
    67Special items, net
    
    
    26
    
    
    
    (15
    )Depreciation and amortization
    
    
    34
    
    
    
    36Other
    
    
    211
    
    
    
    213Total operating expenses
    
    
    1,811
    
    
    
    1,759Operating income
    
    
    84
    
    
    
    43Nonoperating income (expense):Interest income
    
    
    22
    
    
    
    14Interest expense, net
    
    
    (56
    )
    
    
    (55
    )Other, net
    
    
    2
    
    
    
    (2
    )Total nonoperating expense, net
    
    
    (32
    )
    
    
    (43
    )Income before income taxes
    
    
    52
    
    
    
    Income tax provision
    
    
    20
    
    
    
    Net income
    
    $
    32
    
    
    $
    
  21




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##### Table of Contents



March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assetsCash and cash equivalents
    
    $
    683
    
    
    $
    467Short-term investments
    
    
    730
    
    
    
    744Restricted cash
    
    
    2
    
    
    
    1Accounts receivable, net
    
    
    363
    
    
    
    201Materials and supplies, net
    
    
    116
    
    
    
    112Prepaid expenses and other
    
    
    223
    
    
    
    117Total current assets
    
    
    2,117
    
    
    
    1,642Property and equipmentFlight equipment
    
    
    1,672
    
    
    
    1,623Ground property and equipment
    
    
    212
    
    
    
    205Less accumulated depreciation and amortization
    
    
    (171
    )
    
    
    (141
    )1,713
    
    
    
    1,687Equipment purchase deposits
    
    
    33
    
    
    
    32Total property and equipment
    
    
    1,746
    
    
    
    1,719Other assetsGoodwill
    
    
    628
    
    
    
    629Other intangibles, net
    
    
    507
    
    
    
    513Restricted cash
    
    
    518
    
    
    
    456Other assets, net
    
    
    143
    
    
    
    164Total other assets
    
    
    1,796
    
    
    
    1,762Total assets
    
    $
    5,659
    
    
    $
    5,123LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent maturities of debt and capital leases
    
    $
    81
    
    
    $
    93Accounts payable
    
    
    253
    
    
    
    212Payables to related parties, net
    
    
    1,098
    
    
    
    1,298Air traffic liability
    
    
    1,011
    
    
    
    487Accrued compensation and vacation
    
    
    91
    
    
    
    105Accrued taxes
    
    
    182
    
    
    
    100Other accrued expenses
    
    
    734
    
    
    
    656Total current liabilities
    
    
    3,450
    
    
    
    2,951Noncurrent liabilities and deferred creditsLong-term debt and capital leases, net of current maturities
    
    
    1,185
    
    
    
    1,200Deferred gains and credits
    
    
    171
    
    
    
    173Postretirement benefits other than pensions
    
    
    184
    
    
    
    183Employee benefit liabilities and other
    
    
    425
    
    
    
    404Total noncurrent liabilities and deferred credits
    
    
    1,965
    
    
    
    1,960Stockholders equityCommon stock, $1 par, 1,000 shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1
    
    
    
    1Retained earnings
    
    
    243
    
    
    
    211Total stockholders equity
    
    
    244
    
    
    
    212Total liabilities and stockholders equity
    
    $
    5,659
    
    
    $
    5,123
  22




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##### Table of Contents



Three MonthsEnded March 31,2007
    
    
    2006Net cash provided by operating activities
    
    $
    358
    
    
    $
    222Cash flows from investing activitiesCapital expenditures and equipment deposits
    
    
    (61
    )
    
    
    (68
    )Purchases of short-term investments
    
    
    (361
    )
    
    
    (89
    )Sales of short-term investments
    
    
    374
    
    
    
    Increase in long-term restricted cash
    
    
    (62
    )
    
    
    (213
    )Net cash used for investing activities
    
    
    (110
    )
    
    
    (370
    )Cash flows from financing activitiesProceeds from issuance of debt
    
    
    22
    
    
    
    48Repayments of debt and capital lease obligations
    
    
    (54
    )
    
    
    (44
    )Net increase
in payables to related parties
    
    
    
    
    
    
    172Net cash provided by (used for) financing activities
    
    
    (32
    )
    
    
    176Net increase in cash and cash equivalents
    
    
    216
    
    
    
    28Cash and cash equivalents at beginning of period
    
    
    467
    
    
    
    462Cash and cash equivalents at end of period
    
    $
    683
    
    
    $
    490Non-cash investing and financing activitiesRepayment of ATSB and Airbus loans by parent
    
    $
    
    
    
    $
    712Loan proceeds received by parent
    
    
    
    
    
    
    64Supplemental informationCash paid for income taxes
    
    $
    1
    
    
    $
    Cash paid for interest, net of amounts capitalized
    
    
    42
    
    
    
    58
  23




---



##### Table of Contents



US Airways, Inc.
 
 Notes to Condensed Financial Statements
 (Unaudited)
 1. Basis of presentation
    Recent Accounting Pronouncements
     24




---



##### Table of Contents



2. Special items, net
  Three Months Ended
    
    
    Three Months EndedMarch 31, 2007
    
    
    March 31, 2006Airbus restructuring (a)
    
    $
    
    
    
    $
    (40
    )Merger related transition expenses (b)
    
    
    26
    
    
    
    25Special items, net
    
    $
    26
    
    
    $
    (15
    )
 
 (a)
    
    In connection with the merger and the Airbus Memorandum of Understanding (Airbus MOU)
executed between US Airways Group, US Airways and America West Airlines, Inc. (AWA), certain
aircraft firm orders were restructured. In connection with that restructuring, US Airways
Group and America West Holdings were required to pay restructuring fees totaling $89 million
by means of set-off against existing equipment deposits of US Airways and AWA held by Airbus
of $39 million and $50 million, respectively. Also in connection with the Airbus MOU, US
Airways and AWA entered into two loan agreements with commitments of up to $161 million and
$89 million. On March 31, 2006, the outstanding principal and accrued interest on the $89
million loan was forgiven upon repayment in full of the $161 million loan in accordance with
terms of the Airbus loans. As a result, US Airways recognized a gain associated with the
return of these equipment deposits upon forgiveness of the loan totaling $40 million,
consisting of the $39 million in equipment deposits and accrued interest of $1 million.(b)
    
    In connection with the merger, US Airways incurred $26 million of transition and merger
integration costs in the first quarter of 2007. These items included $7 million in training
and related expense; $7 million in equity awards; $7 million in continuing professional fees
associated with US Airways bankruptcy proceedings; and $1 million in employee moving
expenses; $2 million in aircraft livery costs and $2 million related to the reservation system
migration.In connection with the merger, US Airways incurred $25 million of transition and merger
integration costs in the first quarter of 2006. These items included $17 million in personnel
costs for severance; retention payments and stock awards; $3 million in continuing professional
fees associated with US Airways bankruptcy proceedings; $3 million in employee moving expenses;
$1 million of aircraft livery costs and $1 million of programming service expense. 3. Stock options
 Agreements with ALPA 
 25




---



##### Table of Contents



2007
    
    2006Risk free interest rate
    
    
    4.9
    %
    
    
    4.4
    %Expected dividend yield
    
    
    
    %
    
    
    
    %Expected life
    
    2.0 years
    
    5.0 yearsVolatility
    
    
    53.0
    %
    
    
    69.8
    %
  4. Debt
  March 31,
    
    
    December 31,2007
    
    
    2006SecuredEquipment
notes payable, variable interest rates of 6.89% to 9.65%
    
    $
    1,249
    
    
    $
    1,258Slot financing, interest rate of 8%, installments due through 2015
    
    
    47
    
    
    
    47Capital lease obligations, interest rate of 8%, installments due through 2021
    
    
    43
    
    
    
    41GE Credit Facility
    
    
    
    
    
    
    211,339
    
    
    
    1,367UnsecuredGE Engine Maintenance Term Note, variable interest of 9.38%,
installments due 2008 through 2011
    
    
    45
    
    
    
    45Note payable to Pension Benefit Guaranty Corporation, interest rate of 6%,
interest only payments until due in 2012
    
    
    10
    
    
    
    1055
    
    
    
    55Total long-term debt and capital lease obligations
    
    
    1,394
    
    
    
    1,422Less: Unamortized discount on debt
    
    
    (128
    )
    
    
    (129
    )Current maturities
    
    
    (81
    )
    
    
    (93
    )Long-term debt and capital lease obligations, net of current maturities
    
    $
    1,185
    
    
    $
    1,200
 Refinancing Transaction 
  
    
    The amended and restated loan agreement, dated April 7,
2006, entered into by US Airways Group with General
Electric Capital Corporation (GECC) and a syndicate of
lenders. At the time of the repayment, the total
outstanding balance of the loans was $1.25 billion.
    
    The Juniper pre-paid miles issued on October 3, 2005 in
connection with the amended co-branded credit card
agreement dated August 8, 2005 between pre-merger US
Airways Group, AWA and Juniper Bank, a subsidiary of
Barclays PLC. At the time of the repayment, the total
outstanding balance was $325 million.
    
    The credit facility with GECC, amended in July 2005 with an
original balance of $28 million. At the time of the
repayment, the total outstanding balance of the loan was $19
million.
  26




---



##### Table of Contents



5. Bankruptcy claims resolution
  6. Related party transactions
 (a) Payables to Related Parties, Net
  March 31, 2007
    
    
    December 31, 2006US Airways Group
    
    $
    1,097
    
    
    $
    1,081AWA
    
    
    (73
    )
    
    
    140Other US Airways Group wholly owned subsidiaries
    
    
    74
    
    
    
    77$
    1,098
    
    
    $
    1,298
    (b) Shared Operating Expenses
  27




---



##### Table of Contents



Three Months Ended March 31, 2007AWA
    
    
    US Airways
    
    
    TotalSalaries and related costs
    
    $
    67
    
    
    $
    110
    
    
    $
    177Other rent
and landing fees
    
    
    27
    
    
    
    45
    
    
    
    72Selling expenses
    
    
    32
    
    
    
    60
    
    
    
    92Express expenses
    
    
    23
    
    
    
    57
    
    
    
    80Other expenses
    
    
    49
    
    
    
    82
    
    
    
    131Total Allocated Expenses
    
    $
    198
    
    
    $
    354
    
    
    $
    552
 7. Income Taxes
    8. Express expenses
  Three Months Ended March 31,2007
    
    
    2006Aircraft fuel and related taxes
    
    $
    115
    
    
    $
    126Salaries and related costs
    
    
    5
    
    
    
    14Capacity purchases
    
    
    268
    
    
    
    266Aircraft rent
    
    
    
    
    
    
    7Aircraft maintenance
    
    
    
    
    
    
    3Other rent and landing fees
    
    
    22
    
    
    
    24Selling expenses
    
    
    26
    
    
    
    25Other expenses
    
    
    56
    
    
    
    34Express expenses
    
    $
    492
    
    
    $
    499
 28




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
   Recent Developments
  Airline Operations Update
  2007
    
    2006January
    
    February
    
    March
    
    January
    
    February
    
    MarchOn-time performance (a)
    
    
    71.8
    
    
    
    60.0
    
    
    
    55.5
    
    
    
    81.1
    
    
    
    79.2
    
    
    
    82.6Completion factor (b)
    
    
    98.5
    
    
    
    96.2
    
    
    
    97.1
    
    
    
    98.5
    
    
    
    98.2
    
    
    
    99.4Mishandled baggage (c)
    
    
    7.52
    
    
    
    9.41
    
    
    
    10.93
    
    
    
    8.45
    
    
    
    7.26
    
    
    
    6.66Customer complaints (d)
    
    
    1.04
    
    
    
    2.06
    
    
    
    5.52
    
    
    
    1.28
    
    
    
    1.38
    
    
    
    1.41
 
 (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. 29




---



##### Table of Contents



Merger Integration Update
  
    
    Despite the operational difficulties discussed above, we migrated two reservations
systems onto one platform (Shares), which provides a single system for reservation and
airport customer service agents which enables us to simplify ticketing processes, remove
redundant systems overhead and provide a consistent product to our passengers.
    
    Selected Pittsburgh as the site for a new combined Flight Operations Control Center.
    
    Completed the consolidation of operations at Chicago OHare, the last of 38 overlap cities.
    
    Combined the airlines maintenance inventory computer systems for both the Boeing 767 and Airbus A330 fleets.
    
    Neared the halfway point of painting the US Airways fleet in the new livery, including the first Airbus A330.
 US Airways Groups Results of Operations
          30




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##### Table of Contents



Three Months EndedMarch 31,2007
    
    2006
    
    Percent ChangeRevenue passenger miles (millions) (a)
    
    
    14,418
    
    
    
    13,956
    
    
    
    3.3Available seat miles (millions) (b)
    
    
    18,556
    
    
    
    18,230
    
    
    
    1.8Load factor (c)
    
    
    77.7
    
    
    
    76.6
    
    
    1.1
    ptsYield (d)
    
    
    13.22
    
    
    
    12.97
    
    
    
    1.9Passenger revenue per available seat mile (e)
    
    
    10.27
    
    
    
    9.93
    
    
    
    3.4Cost per available seat mile (f)
    
    
    10.76
    
    
    
    10.37
    
    
    
    3.7Passenger enplanements (thousands) (g)
    
    
    13,980
    
    
    
    13,591
    
    
    
    2.9Aircraft at end of period
    
    
    356
    
    
    
    367
    
    
    
    (3.0
    )Block hours (h)
    
    
    334,957
    
    
    
    327,579
    
    
    
    2.3Average stage length (miles) (i)
    
    
    912
    
    
    
    901
    
    
    
    1.2Average passenger journey (miles) (j)
    
    
    1,461
    
    
    
    1,423
    
    
    
    2.7Gallons of aircraft fuel consumed (millions)
    
    
    291.9
    
    
    
    287.5
    
    
    
    1.5Average aircraft fuel price including tax (per
gallon)
    
    
    1.88
    
    
    
    1.93
    
    
    
    (2.3
    )Full time equivalent employees at end of period
    
    
    34,385
    
    
    
    32,083
    
    
    
    7.2
 
 (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)
    
    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)  Total passenger revenues divided by
total available seat miles.(f)
    
    Cost per available seat mile (CASM)  Total mainline operating expenses divided by total
available seat miles.(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. 
 31




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Three Months Ended March 31, 2007
Compared with the
Three Months Ended March 31, 2006
 Revenues:
 Percent2007
    
    
    2006
    
    
    Change(In millions)Operating revenues:Mainline passenger
    
    $
    1,906
    
    
    $
    1,811
    
    
    
    5.3Express passenger
    
    
    609
    
    
    
    611
    
    
    
    (0.3
    )Cargo
    
    
    37
    
    
    
    37
    
    
    
    Other
    
    
    180
    
    
    
    173
    
    
    
    5.0Total operating revenues
    
    $
    2,732
    
    
    $
    2,632
    
    
    
    3.8
    Operating Expenses:
 Percent2007
    
    
    2006
    
    
    Change(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    550
    
    
    $
    555
    
    
    
    (0.8
    )Loss (gains) on fuel hedging instruments, net:Realized
    
    
    36
    
    
    
    (2
    )

    nmUnrealized
    
    
    (90
    )
    
    
    (26
    )
 nmSalaries and related costs
    
    
    527
    
    
    
    503
    
    
    
    4.8Aircraft rent
    
    
    180
    
    
    
    185
    
    
    
    (2.6
    )Aircraft maintenance
    
    
    165
    
    
    
    138
    
    
    
    20.0Other rent and landing fees
    
    
    128
    
    
    
    140
    
    
    
    (9.1
    )Selling expenses
    
    
    106
    
    
    
    107
    
    
    
    (1.0
    )Special items, net
    
    
    39
    
    
    
    (44
    )
 nmDepreciation and amortization
    
    
    44
    
    
    
    45
    
    
    
    (2.6
    )Other
    
    
    311
    
    
    
    291
    
    
    
    7.7Total mainline operating expenses
    
    
    1,996
    
    
    
    1,892
    
    
    
    5.1Express expenses:Fuel
    
    
    153
    
    
    
    172
    
    
    
    (10.8
    )Other
    
    
    467
    
    
    
    443
    
    
    
    5.2Total operating expenses
    
    $
    2,616
    
    
    $
    2,507
    
    
    
    4.4
  32




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##### Table of Contents



Percent2007
    
    2006
    
    Change(In cents)Mainline:Aircraft fuel and related taxes
    
    
    2.96
    
    
    
    3.04
    
    
    
    (2.5
    )Loss (gain) on fuel hedging instruments, net
    
    
    (0.29
    )
    
    
    (0.15
    )
    
    
    (94.8
    )Salaries and related costs
    
    
    2.84
    
    
    
    2.76
    
    
    
    2.9Aircraft rent
    
    
    0.97
    
    
    
    1.01
    
    
    
    (4.3
    )Aircraft maintenance
    
    
    0.89
    
    
    
    0.76
    
    
    
    17.9Other rent and landing fees
    
    
    0.69
    
    
    
    0.77
    
    
    
    (10.7
    )Selling expenses
    
    
    0.57
    
    
    
    0.59
    
    
    
    (2.8
    )Special items, net
    
    
    0.21
    
    
    
    (0.24
    )
 nmDepreciation and amortization
    
    
    0.24
    
    
    
    0.25
    
    
    
    (4.3
    )Other
    
    
    1.68
    
    
    
    1.58
    
    
    
    5.810.76
    
    
    
    10.37
    
    
    
    3.7
  
    
    Loss (gain) on fuel hedging instruments, net per ASM increased 94.8% due principally to a
period-over-period increase in the volume of barrels hedged under costless collar
transactions hedging future jet fuel requirements and an increase in
the fair market value
of the costless collar transactions due to period-over-period changes in fuel prices.
    
    Aircraft maintenance expense per ASM increased 17.9% due principally to an increase in
the number of overhauls performed on engines not subject to power by the hour maintenance
agreements in the first quarter of 2007 compared to the first quarter of 2006 as well as
expense associated with lease returns for three aircraft scheduled to be returned in the
second half of 2007.
    
    Other rent and landing fees expense per ASM decreased 10.7% as a result of the merger,
due principally to the closure of former US Airways facilities on the East Coast and a
reduction of equipment rent due to IT synergies.
  Nonoperating Income (Expense):
 Percent2007
    
    
    2006
    
    
    Change(In millions)Nonoperating income (expense)Interest income
    
    $
    40
    
    
    $
    26
    
    
    
    58.1Interest expense, net
    
    
    (71
    )
    
    
    (75
    )
    
    
    (5.1
    )Other, net
    
    
    (16
    )
    
    
    (12
    )
    
    
    35.0Total nonoperating expense
    
    $
    (47
    )
    
    $
    (61
    )
    
    
    (24.1
    )
   33




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##### Table of Contents



AWAs Results of Operations
     Three Months EndedMarch 31,2007
    
    2006
    
    Percent ChangeRevenue passenger miles (millions) (a)
    
    
    5,636
    
    
    
    5,660
    
    
    
    (0.4
    )Available seat miles (millions) (b)
    
    
    7,080
    
    
    
    7,199
    
    
    
    (1.7
    )Load factor (c)
    
    
    79.6
    
    
    
    78.6
    
    
    1.0
    ptsYield (d)
    
    
    11.73
    
    
    
    11.52
    
    
    
    1.9Passenger revenue per available seat mile
(e)
    
    
    9.34
    
    
    
    9.05
    
    
    
    3.2Aircraft at end of period
    
    
    132
    
    
    
    143
    
    
    
    (7.7
    )
 
 (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)
    
    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)  Total passenger revenues divided by
total available seat miles. Three Months Ended March 31, 2007
Compared with the
Three Months Ended March 31, 2006
 Revenues:
 Percent2007
    
    
    2006
    
    
    Change(In millions)Operating revenues:Mainline passenger
    
    $
    661
    
    
    $
    652
    
    
    
    1.4Express passenger
    
    
    148
    
    
    
    153
    
    
    
    (3.3
    )Cargo
    
    
    6
    
    
    
    9
    
    
    
    (33.3
    )Other
    
    
    51
    
    
    
    47
    
    
    
    8.5Total operating revenues
    
    $
    866
    
    
    $
    861
    
    
    
    0.6
   34




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##### Table of Contents



Operating Expenses:
 Percent2007
    
    
    2006
    
    
    Change(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    202
    
    
    $
    205
    
    
    
    (1.5
    )Loss (gains) on fuel hedging instruments, net:Realized
    
    
    36
    
    
    
    (2
    )
    
    nmUnrealized
    
    
    (90
    )
    
    
    (26
    )
    

    nmSalaries and related costs
    
    
    174
    
    
    
    174
    
    
    
    Aircraft rent
    
    
    83
    
    
    
    86
    
    
    
    (3.5
    )Aircraft maintenance
    
    
    66
    
    
    
    52
    
    
    
    26.9Other rent and landing fees
    
    
    46
    
    
    
    45
    
    
    
    2.2Selling expenses
    
    
    37
    
    
    
    39
    
    
    
    (5.1
    )Special items, net
    
    
    13
    
    
    
    (30
    )
    

    nmDepreciation and amortization
    
    
    12
    
    
    
    11
    
    
    
    9.1Other
    
    
    97
    
    
    
    80
    
    
    
    21.3Total mainline operating expenses
    
    
    676
    
    
    
    634
    
    
    
    6.6Express expenses:Fuel
    
    
    38
    
    
    
    46
    
    
    
    (17.4
    )Other
    
    
    107
    
    
    
    99
    
    
    
    8.1Total operating expenses
    
    $
    821
    
    
    $
    779
    
    
    
    5.4
   
    
    Loss (gain) on fuel hedging instruments, net increased 92.9% due principally to a period
over period increase in the volume of barrels hedged under costless collar transactions
hedging future jet fuel requirements and an increase in the fair market value of the
costless collar transactions due to period over period changes in fuel prices.
    
    Aircraft maintenance expense increased 26.9% due principally to an increase in the number
of overhauls performed on engines not subject to power by the hour maintenance agreements in
the first quarter of 2007 compared to the first quarter of 2006.
    
    Other operating expenses increased by 21.3% due principally
to [higher allocated costs for] for shared services with US Airways including reservations, technology and data
processing services.
  Nonoperating Income (Expense):
 Percent2007
    
    
    2006
    
    
    Change(In millions)Nonoperating income (expense)Interest income
    
    $
    19
    
    
    $
    13
    
    
    
    46.2Interest expense, net
    
    
    (9
    )
    
    
    (28
    )
    
    
    (67.9
    )Other, net
    
    
    
    
    
    
    (10
    )
    

    nmTotal nonoperating income (expense)
    
    $
    10
    
    
    $
    (25
    )
    
    nm
 35




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US Airways Results of Operations
      Three Months EndedMarch 31,2007
    
    
    2006
    
    
    Percent ChangeRevenue passenger miles (millions) (a)
    
    
    8,782
    
    
    
    8,296
    
    
    
    5.9Available seat miles (millions) (b)
    
    
    11,475
    
    
    
    11,031
    
    
    
    4.0Load factor (c)
    
    
    76.5
    
    
    
    75.2
    
    
    1.3
    ptsYield (d)
    
    
    14.17
    
    
    
    13.97
    
    
    
    1.5Passenger revenue per available seat mile
(e)
    
    
    10.84
    
    
    
    10.50
    
    
    
    3.2Aircraft at end of period
    
    
    224
    
    
    
    224
    
    
    
    
 
 (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)
    
    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)  Total passenger revenues divided by
total available seat miles. 
 36




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Three Months Ended March 31, 2007
Compared with the
Three Months Ended March 31, 2006
 Revenues:
 Percent2007
    
    
    2006
    
    
    Change(In millions)Operating revenues:Mainline passenger
    
    $
    1,244
    
    
    $
    1,159
    
    
    
    7.3Express passenger
    
    
    461
    
    
    
    458
    
    
    
    0.7Cargo
    
    
    31
    
    
    
    29
    
    
    
    6.9Other
    
    
    159
    
    
    
    156
    
    
    
    1.9Total operating revenues
    
    $
    1,895
    
    
    $
    1,802
    
    
    
    5.2
   Operating Expenses:
 Percent2007
    
    
    2006
    
    
    Change(In millions)Operating expenses:Aircraft fuel and related taxes
    
    $
    348
    
    
    $
    349
    
    
    
    (0.3
    )Salaries and related costs
    
    
    353
    
    
    
    329
    
    
    
    7.3Aircraft rent
    
    
    97
    
    
    
    99
    
    
    
    (2.0
    )Aircraft maintenance
    
    
    99
    
    
    
    87
    
    
    
    13.8Other rent and landing fees
    
    
    82
    
    
    
    95
    
    
    
    (13.7
    )Selling expenses
    
    
    69
    
    
    
    67
    
    
    
    3.0Special items, net
    
    
    26
    
    
    
    (15
    )
    
    nmDepreciation and amortization
    
    
    34
    
    
    
    36
    
    
    
    (5.6
    )Other
    
    
    211
    
    
    
    213
    
    
    
    (0.9
    )Total mainline operating expenses
    
    
    1,319
    
    
    
    1,260
    
    
    
    4.7Express expenses:Fuel
    
    
    115
    
    
    
    126
    
    
    
    (8.7
    )Other
    
    
    377
    
    
    
    373
    
    
    
    1.1Total operating expenses
    
    $
    1,811
    
    
    $
    1,759
    
    
    
    3.0
   
    
    Salaries and related costs increased 7.3% primarily due to higher flight operation
salaries driven by a 4.6% increase in block hours in the first quarter of 2007 compared to
the first quarter of 2006.
    
    Aircraft maintenance expense increased 13.8% due principally to an increase in the number
of overhauls performed on engines not subject to power by the hour maintenance agreements in
the first quarter of 2007 compared to the first quarter of 2006 and
 37




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##### Table of Contents



as a result of expenses in the first quarter of 2007 associated with aircraft
lease returns scheduled for the second half of 2007.
    
    Other rent and landing fees expense decreased 13.7% as a result of the merger due
principally to the closure of former US Airways facilities on the East Coast and a reduction
of equipment rent due to IT synergies.
  Nonoperating Income (Expense):
 Percent2007
    
    
    2006
    
    
    Change(In millions)Nonoperating income (expense)Interest income
    
    $
    22
    
    
    $
    14
    
    
    
    57.1Interest expense, net
    
    
    (56
    )
    
    
    (55
    )
    
    
    1.8Other, net
    
    
    2
    
    
    
    (2
    )
    
    nmTotal nonoperating expense
    
    $
    (32
    )
    
    $
    (43
    )
    
    
    (25.6
    )
  Liquidity and Capital Resources
 Sources and Uses of Cash
 US Airways Group
     38




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AWA
    US Airways
    39




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##### Table of Contents



Commitments
 10-K.
 Refinancing
Transaction 
  
    
    The amended and restated loan agreement, dated April 7,
2006, entered into by US Airways Group with General
Electric Capital Corporation (GECC) and a syndicate of
lenders. At the time of the repayment, the total
outstanding balance of the loan was $1.25 billion.
    
    The Juniper pre-paid miles issued on October 3, 2005 in
connection with the amended co-branded credit card
agreement dated August 8, 2005 between pre-merger US
Airways Group, AWA and Juniper Bank, a subsidiary of
Barclays PLC. At the time of the repayment, the total
outstanding balance was $325 million.
    
    The credit facility with GECC, amended in July 2005 with an
original balance of $28 million. At the time of the
repayment, the total outstanding balance of the loan was $19
million.
    Embraer Purchase Commitments
  40




---



##### Table of Contents



Asset Based Financings
   Restructuring of Affinity Credit Card Partner Agreement
       41




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##### Table of Contents



Covenants and Credit Rating
   Off-Balance Sheet Arrangements
   42




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Other Indebtedness and Obligations
  Payments Due by Period2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    TotalUS Airways Group (1)Debt (2)
    
    $
    
    
    
    $
    16
    
    
    $
    16
    
    
    $
    16
    
    
    $
    16
    
    
    $
    1,610
    
    
    $
    1,674Aircraft related and other commitments
    
    
    263
    
    
    
    442
    
    
    
    40
    
    
    
    48
    
    
    
    239
    
    
    
    1,429
    
    
    
    2,461US Airways (3)Debt and capital lease obligations
    
    
    47
    
    
    
    87
    
    
    
    87
    
    
    
    92
    
    
    
    105
    
    
    
    976
    
    
    
    1,394Aircraft purchase and operating lease
commitments
    
    
    403
    
    
    
    598
    
    
    
    530
    
    
    
    488
    
    
    
    471
    
    
    
    3,067
    
    
    
    5,557Regional capacity purchase agreements (5)
    
    
    773
    
    
    
    1,194
    
    
    
    1,248
    
    
    
    1,273
    
    
    
    1,298
    
    
    
    7,277
    
    
    
    13,063AWA (3)Debt and capital lease obligations
    
    
    2
    
    
    
    2
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    64Aircraft purchase and operating lease
commitments
    
    
    324
    
    
    
    691
    
    
    
    1,133
    
    
    
    773
    
    
    
    258
    
    
    
    1,660
    
    
    
    4,839Regional capacity purchase agreements (5)
    
    
    404
    
    
    
    530
    
    
    
    541
    
    
    
    552
    
    
    
    563
    
    
    
    287
    
    
    
    2,877Other US Airways Group subsidiaries (4)
    
    
    8
    
    
    
    10
    
    
    
    4
    
    
    
    1
    
    
    
    1
    
    
    
    2
    
    
    
    26Total
    
    $
    2,224
    
    
    $
    3,570
    
    
    $
    3,629
    
    
    $
    3,243
    
    
    $
    2,951
    
    
    $
    16,338
    
    
    $
    31,955
 
 (1)
    
    These commitments represent those specifically entered into by US Airways Group or joint
commitments entered into by US Airways Group, AWA and US Airways under which each entity is
jointly and severally liable.(2)
    
    Includes $74 million aggregate principal amount of 7% senior convertible notes due 2020
issued by US Airways Group and the $1.6 billion New Credit Facility due March 23, 2014.(3)
    
    Commitments listed separately under US Airways or AWA represent commitments under agreements
entered into separately by those companies.(4)
    
    Represents operating lease commitments entered into by US Airways Groups other airline
subsidiaries Piedmont and PSA.(5)
    
    Represents minimum payments under capacity purchase agreements with third-party Express
carriers.  Critical Accounting Policies and Estimates
  Recent Accounting Pronouncements
   43




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk Sensitive Instruments
  Commodity price risk
   Interest rate risk
  
 Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures.
  44




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##### Table of Contents



Changes in internal control over financial reporting.
  Limitation on the effectiveness of controls.
  
 Part II. Other Information
 
 Item 1. Legal Proceedings
    45




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##### Table of Contents



Item 1A. Risk Factors
  Risk Factors Relating to the Company and Industry Related Risks
 Our business is dependent on the price and availability of aircraft fuel. Continued periods of
historically high fuel costs, significant disruptions in the supply of aircraft fuel or significant
further increases in fuel costs could have a significant negative impact on our operating 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.
  46




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
    
    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.
   Union disputes, employee strikes and other labor-related disruptions may adversely affect our
operations.
   We rely heavily on automated systems to operate our business and any failure of these systems, or
the failure to integrate them successfully following the merger, could harm our business.
   We might not be able to fully realize the synergies generated by the merger.
  47




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The integration of US Airways Group and America West Holdings following the merger continues to
present significant challenges.
  The inability to maintain labor costs at competitive levels could harm our financial performance.
   Our future growth is dependent on obtaining adequate operating facilities at airports throughout
our network.
  The travel industry continues to face ongoing security concerns.
  Delays in scheduled aircraft deliveries or other loss of anticipated fleet capacity may adversely
impact our operations and financial results.
  48




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Fluctuations in interest rates could adversely affect our liquidity, operating expenses and
results.
  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.
  Increases in insurance costs or reductions in insurance coverage may adversely impact our
operations and financial results.
  Changes in government regulation could increase our operating costs and limit our ability to
conduct our business.
  Ongoing data security compliance requirements could increase our costs, and any significant data
breach could harm our business, financial condition or results of operations.
  49




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##### Table of Contents



The airline industry is intensely competitive.
   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.
  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.
  Our business is subject to weather factors and seasonal variations in airline travel, which cause
our results to fluctuate.
  50




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The use of America West Holdings and US Airways Groups respective pre-merger NOLs and certain
other tax attributes could be limited in the future.
  Bankruptcy-related changes to employee benefit plans could lead to protracted litigation.
  US Airways Group could experience significant operating losses 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.
 
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Conversion of our convertible notes will dilute the ownership interest of existing stockholders and
could adversely affect the market price of our common stock.
  A small number of stockholders beneficially own a substantial amount 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;
    
    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.
  52




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Item 6. Exhibits
 Exhibit No.
    
    Description3.1
    
    Amended and Restated Bylaws of US Airways Group, effective as of September 27, 2005.4.1
    
    Loan Agreement, dated March 23, 2007, among US Airways Group, Inc., as Borrower, certain
subsidiaries of US Airways Group party to the agreement from time to time, Citicorp
North America, Inc., as Administrative Agent, the lenders party to the agreement from
time to time, Citigroup Global Markets Inc., as Joint Lead Arranger and Bookrunner,
Morgan Stanley Senior Funding, Inc., as Joint Lead Arranger and Bookrunner and
Syndication Agent, and General Electric Capital Corporation, as Documentation Agent
(incorporated by reference to Exhibit 4.1 to US Airways Groups Current Report on Form
8-K dated March 23, 2007, filed on March 26, 2007).10.1
    
    Form of Stock Unit Agreement under US Airways Groups 2005 Equity Incentive Plan.10.2
    
    2007 Performance-Based Award Program under the US Airways Group, Inc. 2005 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 AWAs Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended.31.4
    
    Certification of AWAs Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended.31.5
    
    Certification of US Airways Chief Executive Officer pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934, as amended.31.6
    
    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 AWAs Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.3
    
    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. 53




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Signatures
  US Airways Group, Inc. (Registrant)Date: April 26, 2007
    By:
    /s/ Derek J. KerrDerek J. KerrSenior Vice President and Chief Financial OfficerAmerica West Airlines, Inc. (Registrant)Date: April 26, 2007
    By:
    /s/ Derek J. KerrDerek J. KerrSenior Vice President and Chief Financial OfficerUS Airways, Inc. (Registrant)Date: April 26, 2007
    By:
    /s/ Derek J. KerrDerek J. KerrSenior Vice President and Chief Financial Officer 54




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description3.1
    
    Amended and Restated Bylaws of US Airways Group, effective as of September 27, 2005.4.1
    
    Loan Agreement, dated March 23, 2007, among US Airways Group, Inc., as Borrower, certain
subsidiaries of US Airways Group party to the agreement from time to time, Citicorp
North America, Inc., as Administrative Agent, the lenders party to the agreement from
time to time, Citigroup Global Markets Inc., as Joint Lead Arranger and Bookrunner,
Morgan Stanley Senior Funding, Inc., as Joint Lead Arranger and Bookrunner and
Syndication Agent, and General Electric Capital Corporation, as Documentation Agent
(incorporated by reference to Exhibit 4.1 to US Airways Groups Current Report on Form
8-K dated March 23, 2007, filed on March 26, 2007).10.1
    
    Form of Stock Unit Agreement under US Airways Groups 2005 Equity Incentive Plan.10.2
    
    2007 Performance-Based Award Program under the US Airways Group, Inc. 2005 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 AWAs Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended.31.4
    
    Certification of AWAs Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended.31.5
    
    Certification of US Airways Chief Executive Officer pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934, as amended.31.6
    
    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 AWAs Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.3
    
    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. 55