UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A - Amendment No.1
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2000
or
[ ] 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.
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
2345 Crystal Drive, Arlington, Virginia 22227
(Address of principal executive offices)
(703) 872-7000
(Registrant's telephone number, including area code)
(Commission file number: 1-8444)
(I.R.S. Employer Identification No: 54-1194634)
US Airways, Inc.
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
2345 Crystal Drive, Arlington, Virginia 22227
(Address of principal executive offices)
(703) 872-7000
(Registrant's telephone number, including area code)
(Commission file number: 1-8442)
(I.R.S. Employer Identification No: 53-0218143)
Securities registered pursuant to Section 12(b) of the Act:
Registrant |
| Title of each class |
| Name of each exchange |
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| on which registered |
US Airways Group, Inc. |
| Common stock, par value $1.00 per |
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| share (Common Stock) |
| New York Stock Exchange |
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K section 229.405 is not contained herein, and will not be contained, to the best of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of US Airways Group, Inc. held by non-affiliates on February 28, 2001 was approximately $2,698,000,000. On February 28, 2001, there were outstanding approximately 67,029,000 shares of Common Stock and 1,000 shares of common stock of US Airways, Inc.
The registrant US Airways, Inc. meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore participating in the filing of this form in the reduced disclosure format permitted by such Instructions.
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EXPLANATORY NOTE
This Annual Report on Form 10-K/A for the annual period ended December 31, 2000 is being filed solely to re-file a new version of Exhibit 10.9 and Exhibit 10.10 hereto (pursuant to a confidential treatment request filed with the Securities and Exchange Commission (SEC)) and to amend the list of exhibits, financial statements and reports included in Item 14 therein. The Form 10-K/A constitutes Amendment No. 1 to US Airways Group Inc.'s (US Airways Group) and US Airways, Inc.'s (US Airways) Annual Report on Form 10-K for the annual period ended December 31, 2000.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
The following documents are filed as part of this report:
Consolidated Financial Statements
(i) The following consolidated financial statements of US Airways Group, Inc. are included in Part II, Item 8A of this report:
- Consolidated Statements of Operations for each of the three years ended
December 31, 2000
- Consolidated Balance Sheets as of December 31, 2000 and 1999
- Consolidated Statements of Cash Flows for each of the three years ended
December 31, 2000
- Consolidated Statements of Stockholders' Equity (Deficit) for each of the
three years ended December 31, 2000
- Notes to Consolidated Financial Statements
(ii) The following consolidated financial statements of US Airways, Inc. are included in Part II, Item 8B of this report:
- Consolidated Statements of Operations for each of the three years ended
December 31, 2000
- Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Cash Flows for each of the three years ended
December 31, 2000
- Consolidated Statements of Stockholder's Equity (Deficit) for each of the
three years ended December 31, 2000
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- Notes to Consolidated Financial Statements
Consolidated Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable or not required, or because the required information is either incorporated herein by reference or included in the financial statements or notes thereto included in this report.
Exhibits
Exhibits required to be filed by Item 601 of Regulation S-K. Where the amount of
securities authorized to be issued under any of the Company's long-term debt agreements
does not exceed 10 percent of the Company's assets, pursuant to paragraph (b)(4)(iii) of
Item 601 of Regulation S-K, in lieu of filing such as an exhibit, the Company hereby agrees to furnish to the Commission upon request a copy of any agreement with respect to such long-term debt.
Designation | Description |
3.1* | Restated Certificate of Incorporation of US Airways Group, Inc. (US Airways Group) (incorporated by reference to Exhibit 3.1 to US Airways Group's Registration Statement on Form 8-B dated January 27, 1983), including the Certificate of Amendment dated May 13, 1987 (incorporated by reference to Exhibit 3.1 to US Airways Group's and US Airways, Inc.'s (US Airways) Quarterly Report on Form 10-Q for the quarter ended March 31, 1987), the Certificate of Increase dated June 30, 1987 (incorporated by reference to Exhibit 3 to US Airways Group's and US Airways' Quarterly Report on Form 10-Q for the quarter ended June 30, 1987), the Certificate of Increase dated October 16, 1987 (incorporated by reference to Exhibit 3.1 to US Airways Group's and US Airways' Quarterly Report on Form 10-Q for the quarter ended September 30, 1987), the Certificate of Increase dated August 7, 1989 (incorporated by reference to Exhibit 3.1 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1989), the Certificate of Increase dated April 9, 1992 (incorporated by reference to Exhibit 3.1 to US Airways Group's and US Airways' Annual Report on Form 10-K for the year ended December 31, 1992), the Certificate of Increase dated January 21, 1993 (incorporated by reference to US Airways Group's and US Airways' Annual Report on Form 10-K for the year ended December 31, 1992), and the Certificate of Amendment dated May 26, 1993 (incorporated by reference to Appendix II to US Airways Group's Proxy Statement dated April 26, 1993); and the Certificate of Ownership and Merger merging Nameco, Inc. into USAir Group, Inc. dated February 17, 1997 (incorporated by reference to Exhibit 3.1 to US Airways Group's Annual Report on Form 10-K for 1996). |
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3.2* | By-Laws of US Airways Group (incorporated by reference to Exhibit 3.2 to US Airways Group's Annual Report on Form 10-K for 1999). |
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3.3* | Restated Certificate of Incorporation of US Airways (incorporated by reference to Exhibit 3.1 to US Airways' Registration Statement on Form 8-B dated January 27, 1983); and the Certificate of Amendment to Restated Certificate of Incorporation of USAir, Inc. dated February 17, 1997 (incorporated by reference to Exhibit 3.3 to US Airways' Annual Report on Form 10-K for 1996). |
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3.4* | By-Laws of US Airways (incorporated by reference to Exhibit 3.4 to US Airways' Annual Report on Form 10-K for 1999). |
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10.1* | A319/A320/A321 Purchase Agreement dated as of October 31, 1997 between US Airways Group and AVSA, S.A.R.L. (AVSA), an affiliate of aircraft manufacturer Airbus Industrie G.I.E. (incorporated by reference to Exhibit 10.1 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended September 30, 1997) (portions of this exhibit were omitted pursuant to a request for confidential treatment and filed separately with the United States Securities and Exchange Commission (SEC)). |
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10.2* | Amendment No. 1 dated as of June 10, 1998 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.2 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1998) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.3* | Amendment No. 2 dated as of January 19, 1999 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.3 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1998) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.4* | Amendment No. 3 dated as of March 31, 1999 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.1 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended September 30, 1999) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.5* | Amendment No. 4 dated as of August 31, 1999 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.2 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended September 30, 1999) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.6* | Amendment No. 5 dated as of October 29, 1999 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.6 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1999) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.7* | Amendment No. 6 dated as of April 19, 2000 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.1 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended March 31, 2000) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.8* | Amendment No. 7 dated as of June 29, 2000 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.1 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended June 30, 2000) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.9 | Amendment No. 8 dated as of November 27, 2000 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.10 | Amendment No. 9 dated as of December 29, 2000 to A319/A320/A321 Purchase Agreement dated October 31, 1997 between US Airways Group and AVSA (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.11* | A330/A340 Purchase Agreement dated as of November 24, 1998 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.4 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1998) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.12* | Amendment No. 1 dated as of March 23, 2000 to A330/A340 Purchase Agreement dated November 24, 1998 between US Airways Group and AVSA (incorporated by reference to Exhibit 10.2 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended March 31, 2000) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.13* | Amendment No. 2 dated as of June 29, 2000 to A330/A340 Purchase Agreement dated November 24, 1998 between US Airways Group and AVSA (incorporated |
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10.14* | Amendment No. 3 dated as of November 27, 2000 to A330/A340 Purchase Agreement dated November 24, 1998 between US Airways Group and AVSA (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC). |
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10.15* | Incentive Compensation Plan of US Airways Group, Inc. as amended and restated January 1, 1997 (incorporated by reference to Exhibit 10.6 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1997). |
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10.16* | US Airways, Inc. Supplementary Retirement Benefit Plan (incorporated by reference to Exhibit 10.5 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1989). |
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10.17* | US Airways, Inc. Supplemental Executive Defined Contribution Plan (incorporated by reference to Exhibit 10.6 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1994). |
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10.18* | Amendment No. 1 effective September 19, 2000 to the US Airways, Inc. Supplemental Executive Defined Contribution Plan. |
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10.19* | Amendment No. 2 effective December 29, 2000 to the US Airways, Inc. Supplemental Executive Defined Contribution Plan. |
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10.20* | US Airways Group, Inc. Nonemployee Director Stock Purchase Plan (incorporated by reference to Exhibit A to US Airways Group's Proxy Statement dated May 19, 1999). |
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10.21* | US Airways Group, Inc. Long-Term Incentive Plan as amended and restated as of May 16, 2000 (incorporated by reference to Exhibit 10.3 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended June 30, 2000). |
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10.22* | 1998 Pilot Stock Option Plan of US Airways Group, Inc. (incorporated by reference to Exhibit 10 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended September 30, 1998). |
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10.23* | 1997 Stock Incentive Plan of US Airways Group, Inc. as amended and restated as of May 23, 2000 (incorporated by reference to Exhibit 10.4 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended June 30, 2000). |
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10.24* | 1996 Stock Incentive Plan of US Airways Group, Inc. as amended and restated as of May 23, 2000 (incorporated by reference to Exhibit 10.5 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended June 30, 2000). |
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10.25* | US Airways Group Nonemployee Director Stock Incentive Plan as amended and restated as of May 16, 2000 (incorporated by reference to Exhibit 10.6 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended June 30, 2000). |
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10.26* | US Airways Group Nonemployee Director Deferred Stock Unit Plan as amended and restated as of May 16, 2000 (incorporated by reference to Exhibit 10.7 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended June 30, 2000). |
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10.27* | Amendment No. 1 effective September 20, 2000 to the US Airways Group Nonemployee Director Deferred Stock Unit Plan. |
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10.28* | 1984 Stock Option and Stock Appreciation Rights Plan of USAir Group Inc. (incorporated by reference to Exhibit A to US Airways Group's Proxy Statement dated March 30, 1984). |
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10.29* | Employment Agreement between US Airways Group and US Airways and the Chairman of both companies (incorporated by reference to Exhibit 10.18 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1998). |
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10.30* | Amendment No. 1 effective May 23, 2000 to the Employment Agreement between US Airways Group and US Airways and the Chairman of both companies. |
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10.31* | Employment Agreement between US Airways Group and US Airways and the President and Chief Executive Officer of both companies (incorporated by reference to Exhibit 10.19 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1998). |
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10.32* | Amendment No. 1 effective May 23, 2000 to the Employment Agreement between US Airways Group and US Airways and the President and Chief Executive Officer of both companies. |
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10.33* | Employment Agreement between US Airways Group and US Airways and the Senior Vice President-Finance and Chief Financial Officer of both companies (incorporated by reference to Exhibit 10.3 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended June 30, 1999). |
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10.34* | Amendment No. 1 effective May 23, 2000 to the Employment Agreement between US Airways Group and US Airways and the Senior Vice President-Finance and Chief Financial Officer of both companies. |
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10.35* | Employment Agreement between US Airways Group and US Airways and the Executive Vice President-Corporate Affairs and General Counsel of both companies (incorporated by reference to Exhibit 10.13 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1995). |
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10.36* | Amendment No. 1 effective May 18, 1999 to the Employment Agreement between US Airways Group and US Airways and the Executive Vice President-Corporate Affairs and General Counsel of both companies. |
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10.37* | Amendment No. 2 effective May 23, 2000 to the Employment Agreement between US Airways Group and US Airways and the Executive Vice President-Corporate Affairs and General Counsel of both companies. |
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10.38* | Employment Agreement between US Airways and its Senior Vice President-Marketing of US Airways effective September 10, 1999. |
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10.39* | Amendment No. 1 effective May 23, 2000 to the Employment Agreement between US Airways and its Senior Vice President-Marketing of US Airways. |
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10.40* | Supplement effective December 29, 2000 to the Employment Agreement between US Airways and its Senior Vice President-Marketing of US Airways. |
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10.41* | Agreement between US Airways and its Chairman with respect to certain employment arrangements (incorporated by reference to Exhibit 10.14 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1995). |
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10.42* | Agreement between US Airways and its President and Chief Executive Officer with respect to certain employment arrangements (incorporated by reference to Exhibit 10.15 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1995) . |
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10.43* | Agreement between US Airways and its Executive Vice President-Corporate Affairs and General Counsel with respect to certain employment arrangements (incorporated by reference to Exhibit 10.16 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1995). |
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10.44* | Agreement between US Airways and its Senior Vice President-Finance and Chief Financial Officer providing supplemental retirement benefits (incorporated by reference to Exhibit 10.5 to US Airways Group's Quarterly Report on Form 10-Q for the three months ended June 30, 1999). |
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10.45* | Agreement between US Airways and its Chairman providing supplemental retirement benefits (incorporated by reference to Exhibit 10.23 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1995). |
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10.46* | Amendment to the agreement between US Airways and its Chairman providing supplemental retirement benefits (incorporated by reference to Exhibit 10.27 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1998). |
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10.47* | Agreement between US Airways and its President and Chief Executive Officer providing supplemental retirement benefits (incorporated by reference to Exhibit 10.24 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1995). |
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10.48* | Amendment to the agreement between US Airways and its President and Chief Executive Officer providing supplemental retirement benefits (incorporated by reference to Exhibit 10.29 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1998). |
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10.49* | Agreement between US Airways and its Executive Vice President-Corporate Affairs and General Counsel providing supplemental retirement benefits (incorporated by reference to Exhibit 10.25 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 1995). |
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10.50* | Amendment No. 1 effective May 18, 1999 to the Agreement between US Airways and its Executive Vice President-Corporate Affairs and General Counsel providing supplemental retirement benefits. |
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10.51* | Agreement between US Airways and its Senior Vice President-Marketing effective September 10, 1999 providing supplemental retirement benefits. |
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21.1* | Subsidiaries of US Airways Group. |
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21.2* | Subsidiaries of US Airways. |
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23.1* | Consent of the Auditors of US Airways Group to the incorporation of their report concerning certain financial statements contained in this report in certain registration statements. |
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23.2* | Consent of the Auditors of US Airways to the incorporation of their report concerning certain financial statements contained in this report in certain registration statements. |
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24.1* | Powers of Attorney signed by the directors of US Airways Group, authorizing their signatures on this report. |
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24.2* | Powers of Attorney signed by the directors of US Airways, authorizing their signatures on this report. |
* Previously filed
Reports on Form 8-K
Date of Report | Subject of Report | ||
March 13, 2001 |
| Certain forward-looking information was provided by US Airways to the investment community related to aircraft fleet and selected operating and financial statistics. | |
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March 6, 2001 |
| News release announcing the agreement between US Airways Group, Inc., UAL Corporation and the United States Department of Justice to extend the period for regulatory review of the planned merger. | |
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March 1, 2001 |
| News release regarding first quarter 2001 earnings of US Airways Group, Inc. and US Airways, Inc. | |
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February 13, 2001 |
| Certain forward-looking information was provided by US Airways to the investment community related to aircraft fleet and selected operating and financial statistics. | |
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January 26, 2001 |
| Documents filed as Exhibits in connection with, and incorporated by reference into, US Airways, Inc.'s Registration Statement on Form S-3 (Registration No. 333-47348). The Registration Statement, and a Prospectus Supplement, dated January 19, 2001, to the Prospectus, dated October 5, 2000, relate to the offering of US Airways, Inc. Pass Through Certificates, Series 2001-1G. | |
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January 17, 2001 |
| News release disclosing the results of operations for both US Airways Group, Inc. and US Airways, Inc. for the three months and year ended December31, 2000, and selected operating and financial statistics for US Airways for the same periods. | |
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January 12, 2001 |
| News release issued by US Airways Group, Inc. relating to the European Commission's approval of the proposed merger between US Airways Group, Inc. and Yellow Jacket Acquisition Corp. (a wholly-owned subsidiary of UAL Corporation). | |
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January 9, 2001 |
| Document filed as an Exhibit - Amendment to the Memorandum of Understanding between US Airways Group, Inc., UAL Corporation and Robert L. Johnson, dated January 9, 2001 (including amended Attachment I and Schedule I thereto). | |
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January 9, 2001 |
| Certain forward-looking information was provided by US Airways to the investment community related to aircraft fleet and selected operating and financial statistics. | |
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December 22, 2000 |
| News release announcing the agreement between US Airways Group, Inc., UAL Corporation and the United States Department of Justice to extend the period for regulatory review of the planned merger. |
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December 14, 2000 |
| Document filed as an Exhibit - First Amendment to the Agreement and Plan of Merger, by and among UAL Corporation, Yellow Jacket Acquisition Corp. and US Airways Group, Inc., dated as of December 14, 2000. |
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December 12, 2000 |
| Certain forward-looking information was provided by US Airways to the investment community related to aircraft fleet and selected operating and financial statistics. |
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November 17, 2000 |
| Certain forward-looking information was provided by US Airways to the investment community related to aircraft fleet and selected operating and financial statistics. |
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November 2, 2000 |
| Documents filed as Exhibits in connection with, and incorporated by reference into, US Airways, Inc.'s Registration Statement on Form S-3 (Registration No. 333-47348). The Registration Statement, and a Prospectus Supplement, dated October 26, 2000, to the Prospectus, dated October 16, 2000, relate to the offering of US Airways, Inc. Pass Through Certificates, Series 2000-3G. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
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| US Airways Group, Inc. (Registrant) |
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Date: June 15, 2001 |
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| By: /s/ Anita P. Beier |
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| Anita P. Beier |
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| Vice President and Controller |
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| (Chief Accounting Officer) |
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| US Airways, Inc. (Registrant) |
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Date: June 15, 2001 |
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| By: /s/ Anita P. Beier |
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| Anita P. Beier |
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| Vice President and Controller |
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| (Chief Accounting Officer) |
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