Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-181718
November 29, 2012
US Airways, Inc.
$546,184,000
2012-2 Pass Through Trusts
Pass Through Certificates, Series 2012-2
Pricing Supplement dated November 29, 2012 to the preliminary prospectus supplement dated November 29, 2012 (as supplemented, the “Preliminary Prospectus Supplement”) of US Airways, Inc. (“US Airways”).
The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.
Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement.
| Securities: | Class A Pass Through Certificates, Series 2012-2 (“Class A Certificates”) | Class B Pass Through Certificates, Series 2012-2 (“Class B Certificates”) | ||
| Amount: | $418,113,000 | $128,071,000 | ||
| CUSIP: | 90345W AD6 | 90345W AE4 | ||
| ISIN: | US90345WAD65 | US90345WAE49 | ||
| Coupon: | 4.625% | 6.750% | ||
| Make-Whole Spread over Treasuries: | 0.50% | 0.50% | ||
| Available Amount under Liquidity Facility atDecember 3, 2013: | $28,907,037 | $12,916,564 | ||
| Initial Maximum Commitment Amount underLiquidity Facility: | $29,006,590 | $12,967,189 | ||
| Public Offering Price: | 100% | 100% | ||
| Expected Ratings: | ||||
Standard & Poor’s Ratings Services | BBB | B+ | ||
Moody’s Investor Service, Inc. | Ba1 | B1 | ||
Fitch, Inc. | A- | BB- | ||
| Underwriting: | ||||
Citigroup Global Markets Inc. | $156,792,375 | $48,026,625 | ||
Goldman, Sachs & Co. | $104,528,250 | $32,017,750 | ||
Morgan Stanley & Co. LLC | $79,441,470 | $24,333,490 | ||
Barclays Capital Inc. | $41,811,300 | $12,807,100 | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | $35,539,605 | $10,886,035 | ||
| Concession to Selling Group Members: | 0.50% | 0.50% | ||
| Discount to Broker/Dealers: | 0.25% | 0.25% | ||
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| Underwriting Commission: | $5,461,840 | |
| US Airways’ Transaction Expenses: | $3,300,000 | |
| Underwriting Agreement: | Dated November 29, 2012 | |
| Settlement: | December 13, 2012 (T+10) closing date, the tenth business day following the date hereof | |
| Preliminary Prospectus Supplement: | US Airways has prepared a Preliminary Prospectus Supplement, dated November 29, 2012, which includes additional information regarding the Class A and Class B Certificates | |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup at 1-212-723-6171, Goldman, Sachs & Co. toll-free at 1-866-471-2526, Morgan Stanley toll-free at 1-866-718-1649, Barclays toll-free at 1-888-603-5847 or BofA Merrill Lynch toll-free at 1-800-294-1322.
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