UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(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, 2004
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. LOGO)
US AIRWAYS GROUP, INC.
(DEBTOR-IN-POSSESSION)
(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)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Class A common stock, par value $1.00 per share (Class A Common Stock)
Class B common stock, par value $1.00 per share (Class B Common Stock)
1
Indicate by check mark whether the registrant: (1) has 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
registrant was required to file such reports), and (2) has 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 is not contained herein, and will not be contained, to the
best of registrant's 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No
----- -----
The aggregate market value of common stock held by non-affiliates of the
registrant as of June 30, 2004 was approximately $11,676,500.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
----- -----
On February 18, 2005, there were outstanding approximately 51,643,527
shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock.
2
EXPLANATORY NOTE
US Airways Group, Inc. ("US Airways Group") is filing this Amendment No. 1
to its Annual Report on Form 10-K for the year ended December 31, 2004 solely to
refile with the Form 10-K a revised version of one exhibit (Exhibit 10.9).
Included in this filing are (1) the complete text of Item 15 of Part IV,
including the list of exhibits pursuant to Item 15(b) of Part IV, (2) the
signature page and (3) the certifications required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, which have been re-executed and
re-filed as of the date of the Amendment as Exhibits 31.3 and 31.4,
respectively.
With the exception of the foregoing, no other information in the Annual
Report on Form 10-K for the year ended December 31, 2004 has been supplemented,
updated or amended.
3
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated financial statements of US Airways Group, Inc.
are included in Part II, Item 8 of this report:
- Consolidated Statements of Operations for the year ended December 31,
2004, the nine months ended December 31, 2003 (Successor Company), the
three months ended March 31, 2003 and the year ended December 31, 2002
(Predecessor Company)
- Consolidated Balance Sheets as of December 31, 2004 and December 31,
2003 (Successor Company)
- Consolidated Statements of Cash Flows for the year ended December 31,
2004, the nine months ended December 31, 2003 (Successor Company), the
three months ended March 31, 2003 and the year ended December 31, 2002
(Predecessor Company)
- Consolidated Statements of Stockholders' Equity (Deficit) for the year
ended December 31, 2004, the nine months ended December 31, 2003
(Successor Company), the three months ended March 31, 2003 and the
year ended December 31, 2002 (Predecessor Company)
- 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
- ----------- -----------
2.1 First Amended Joint Plan of Reorganization of US Airways Group and
Its Affiliated Debtors and Debtors-in-Possession, As Modified
(incorporated by reference to Exhibit 2.1 to US Airways Group's
Current Report on Form 8-K dated March 18, 2003)
2.2 Findings of Fact, Conclusions of Law, and Order Under 11 U.S.C.
Secs. 1129(a) and (b) and Fed. R. Bankr. P. 3020 Confirming the
First Amended Joint Plan of Reorganization of US Airways Group,
Inc. and Its Affiliated Debtors and Debtors-in-Possession, As
Modified (incorporated by reference to Exhibit 2.2 to US Airways
Group's Current Report on Form 8-K dated March 18, 2003)
3.1 Amended and Restated Certificate of Incorporation of US Airways
Group, Inc., effective as of March 31, 2003 (incorporated by
reference to Exhibit 3.1 to US Airways Group's Registration
Statement on Form 8-A filed on May 14, 2003)
4
3.2 Amended and Restated Bylaws of US Airways Group, Inc., effective
as of March 31, 2003 (incorporated by reference to Exhibit 3.2 to
US Airways Group's Registration Statement on Form 8-A filed on May
14, 2003)
4.1 US Airways Group, Inc. Class A-1 Warrant to purchase shares of
Class A Common Stock, dated March 31, 2003, issued to General
Electric Capital Corporation (incorporated by reference to Exhibit
4.1 to US Airways Group's Registration Statement on Form 8-A filed
on May 14, 2003)
4.2 US Airways Group, Inc. Class A-1 Warrant to purchase shares of
Class A Common Stock, dated March 31, 2003, issued to Bank of
America, N.A. (incorporated by reference to Exhibit 4.2 to US
Airways Group's Registration Statement on Form 8-A filed on May
14, 2003)
4.3 US Airways Group, Inc. Class A-1 Warrant to purchase shares of
Class A Common Stock, dated March 31, 2003, issued to Retirement
Systems of Alabama Holdings LLC (incorporated by reference to
Exhibit 4.3 to US Airways Group's Registration Statement on Form
8-A filed on May 14, 2003)
4.4 US Airways Group, Inc. Class A-1 Warrant to purchase shares of
Class A Common Stock, dated March 31, 2003, issued to Retirement
Systems of Alabama Holdings LLC (incorporated by reference to
Exhibit 4.4 to US Airways Group's Registration Statement on Form
8-A filed on May 14, 2003)
4.5 US Airways Group, Inc. Class A-1 Warrant to purchase shares of
Class A Common Stock, dated March 31, 2003, issued to ATSB
Securities Trust u/a/d March 31, 2003 (incorporated by reference
to Exhibit 4.5 to US Airways Group's Registration Statement on
Form 8-A filed on May 14, 2003)
4.6 Form of Class A-1 Warrants (incorporated by reference to Exhibit
4.3 to US Airways Group's Registration Statement on Form S-8 filed
on July 31, 2003)
10.1 Loan Agreement dated March 31, 2003 among US Airways, Inc. and
Phoenix American Financial Services, Inc., Bank of America, N.A.
and the Air Transportation Stabilization Board (incorporated by
reference to Exhibit 10.5 to US Airways' Quarterly Report on Form
10-Q for the quarter ended March 31, 2003)
10.2 Amendment No. 1 dated December 18, 2003 to Loan Agreement dated
March 31, 2003 among US Airways, Inc. and Phoenix American
Financial Services, Inc., Bank of America, N.A. and the Air
Transportation Stabilization Board (incorporated by reference to
Exhibit 10.1 to US Airways' Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004)
10.3 Amendment No. 2 dated March 12, 2004 to Loan Agreement dated March
31, 2003 among US Airways, Inc. and Phoenix American Financial
Services, Inc., Bank of America, N.A. and the Air Transportation
Stabilization Board. (incorporated by reference to Exhibit 10.2 to
US Airways' Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004)
10.4 Amendment No. 3 dated May 21, 2004 to Loan Agreement dated March
31, 2004 among US Airways, Inc. and Phoenix American Financial
Services, Inc., Bank of America, N.A. and the Air Transportation
Stabilization Board (incorporated by reference to Exhibit 10.1 to
US Airways' Quarterly Report for the quarter ended June 30, 2004)
10.5 Amendment No. 4 dated July 13, 2004 to Loan Agreement dated March
31, 2004 among US Airways, Inc. and Phoenix American Financial
Services, Inc., Bank of America, N.A. and the Air Transportation
Stabilization Board (incorporated by reference to Exhibit 10.2 to
US Airways' Quarterly Report for the quarter ended June 30, 2004)
5
10.6 Final Order (I) Authorizing Debtors' Use of Cash Collateral and
(II) Providing Adequate Protection Pursuant to Bankruptcy Rules
4001(b) and 4001(d) (incorporated by reference to Exhibit 99.1 to
US Airways Group's Current Report on Form 8-K dated October 14,
2004)
10.7 Motion to Authorize and Approve (1) The Primary Tranche A Lender
Assignment, (2) The Alternate Tranche A Lender Assignment, and (3)
Amendment No. 5 to the Loan Agreement pursuant to 11 U.S.C.
Sections 105, 363, 1108, and Bankruptcy Rules 4001 and 6004 )
(incorporated by reference to Exhibit 99.1 to US Airways Group's
Current Report on Form 8-K dated December 28, 2004)
10.8 Order Approving (1) The Primary Tranche A Lender Assignment, (2)
The Alternate Tranche A Lender Assignment, and (3) Amendment No. 5
to Loan Agreement pursuant to 11 U.S.C. Sections 105, 363, 1108,
and Bankruptcy Rules 4001 and 6004 (incorporated by reference to
Exhibit 99.2 to US Airways Group's Current Report on Form 8-K
dated December 28, 2004)
10.9 Master Memorandum of Understanding among US Airways Group, Inc.,
US Airways, Inc., and General Electric Capital Corporation acting
through its agent GE Capital Aviation Services, Inc. and General
Electric Company, GE Transportation Component (portions of this
exhibit have been omitted pursuant to a request for confidential
treatment and filed separately with the SEC)
10.10 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))
10.11 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)
10.12 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)
10.13 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)
10.14 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)
10.15 Amendment No. 5 dated as of October 29, 1999 to A319/A320/A321
Purchase Agreement dated
6
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)
10.16 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)
10.17 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)
10.18 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 (incorporated by reference to Exhibit 10.9 to US Airways
Group's Annual Report on Form 10-K for the year ended December 31,
2000) (portions of this exhibit have been omitted pursuant to a
request for confidential treatment and filed separately with the
SEC)
10.19 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 (incorporated by reference to Exhibit 10.10 to US Airways
Group's Annual Report on Form 10-K for the year ended December 31,
2000) (portions of this exhibit have been omitted pursuant to a
request for confidential treatment and filed separately with the
SEC)
10.20 Amendment No. 10 dated as of April 9, 2001 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, 2001) (portions of this exhibit have been omitted
pursuant to a request for confidential treatment and filed
separately with the SEC)
10.21 Amendment No. 11 dated as of July 17, 2002 to A319/A320/A321
Purchase Agreement dated October 31, 1997 between US Airways Group
and AVSA, S.A.R.L. (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, 2002) (portions of this exhibit have been
omitted pursuant to a request for confidential treatment and filed
separately with the SEC)
10.22 Amendment No. 12 dated as of March 29, 2003 to A319/A320/A321
Purchase Agreement dated October 31, 1997 between US Airways Group
and AVSA, S.A.R.L. (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, 2003) (portions of this exhibit have been
omitted pursuant to a request for confidential treatment and filed
separately with the SEC)
10.23 Amendment No. 13 dated August 30, 2004 to the Airbus
A319/A320/A321 Purchase Agreement dated October 31, 1997 between
US Airways Group, Inc. and AVSA, S.A.R.L (portions of this
document have been omitted pursuant to a request for confidential
treatment and filed separately with the SEC) (incorporated by
reference to Exhibit 10.2 to US Airways' Quarterly Report on Form
10-Q for the quarter ended September 30, 2004)
7
10.24 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)
10.25 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)
10.26 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 by reference to Exhibit 10.2 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)
10.27 Amendment No. 3 dated as of November 27, 2000 to A330/A340
Purchase Agreement dated November 24, 1998 between US Airways
Group and AVSA (incorporated by reference to Exhibit 10.14 to US
Airways Group's Annual Report on Form 10-K for the year ended
December 31, 2000) (portions of this exhibit have been omitted
pursuant to a request for confidential treatment and filed
separately with the SEC)
10.28 Amendment No. 4 dated as of September 20, 2001 to A330/A340
Purchase Agreement dated November 24, 1998 between US Airways
Group and AVSA (incorporated by reference to Exhibit 10.16 to US
Airways Group's Annual Report on Form 10-K for the year ended
December 31, 2001) (portions of this exhibit have been omitted
pursuant to a request for confidential treatment and filed
separately with the SEC)
10.29 Amendment No. 5 dated as of July 17, 2002 to A330/A340 Purchase
Agreement dated November 24, 1998 between US Airways Group and
AVSA, S.A.R.L. (incorporated by reference to Exhibit 10.2 to US
Airways Group's Quarterly Report on Form 10-Q for the three months
ended June 30, 2002) (portions of this exhibit have been omitted
pursuant to a request for confidential treatment and filed
separately with the SEC)
10.30 Amendment No. 6 dated as of March 29, 2003 to A330/A340 Purchase
Agreement dated November 24, 1998 between US Airways Group and
AVSA, S.A.R.L. (incorporated by reference to Exhibit 10.2 to US
Airways Group's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003) (portions of this exhibit have been omitted
pursuant to a request for confidential treatment and filed
separately with the SEC)
10.31 Amendment No. 7 dated August 30, 2004 to the Airbus A330/A340
Purchase Agreement dated November 24, 1998 between US Airways
Group, Inc. and AVSA, S.A.R.L (incorporated by reference to
Exhibit 10.3 to US Airways' Quarterly Report for the quarter ended
September 30, 2004) (portions of this document have been omitted
pursuant to a request for confidential treatment and filed
separately with the SEC)
10.32 Letter Agreement dated December 17, 2004 between US Airways Group,
Inc. and US Airways, Inc. and Airbus North America Sales Inc
(incorporated by reference to Exhibit 99.2 to US Airways Group's
Current Report on Form 8-K dated February 3, 2005)
10.33 Embraer Aircraft Purchase Agreement dated as of May 9, 2003
between US Airways Group, Inc. and Empresa Brasileira de
Aeronautica S.A. (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, 2003)
8
(portions of this exhibit have been omitted pursuant to a request
for confidential treatment and filed separately with the SEC)
10.34 Amendment No. 1 dated as of November 4, 2003 to Embraer Aircraft
Purchase Agreement dated as of May 9, 2003 between US Airways
Group, Inc. and Empresa Brasileira de Aeronautica S.A.
(incorporated by reference to Exhibit 10.22 to US Airways Group's
Annual Report on Form 10-K for the year ended December 31, 2003)
(portions of this exhibit have been omitted pursuant to a request
for confidential treatment and filed separately with the SEC)
10.35 Amendment No. 2 dated as of November 21, 2003 to Embraer Aircraft
Purchase Agreement dated as of May 9, 2003 between US Airways
Group, Inc. and Empresa Brasileira de Aeronautica S.A.
(incorporated by reference to Exhibit 10.23 to US Airways Group's
Annual Report on Form 10-K for the year ended December 31, 2003)
(portions of this exhibit have been omitted pursuant to a request
for confidential treatment and filed separately with the SEC)
10.36 Amendment No. 1 dated January 6, 2004 to the Letter Agreement
DCT-022/03 dated May 9, 2003 between US Airways Group, Inc. and
Empresa Brasileira de Aeronautica S.A. (incorporated by reference
to Exhibit 10.5 to US Airways Group's Quarterly Report on Form
10-Q for the quarter ended March 31, 2004) (portions of this
exhibit have been omitted pursuant to a request for confidential
treatment and filed separately with the SEC)
10.37 Amendment No. 3 dated as of February 9, 2004 to Embraer Aircraft
Purchase Agreement dated as of May 9, 2003 between US Airways
Group, Inc. and Empresa Brasileira de Aeronautica S.A.
(incorporated by reference to Exhibit 10.4 to US Airways Group's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2004) (portions of this exhibit have been omitted pursuant to a
request for confidential treatment and filed separately with the
SEC)
10.38 Amendment No. 4 dated as of August 4, 2004 to Embraer Aircraft
Purchase Agreement dated as of May 9, 2003 between US Airways
Group, Inc. and Empresa Brasileira de Aeronautica S.A.
(incorporated by reference to Exhibit 10.4 to US Airways'
Quarterly Report for the quarter ended September 30, 2004)
(portions of this document have been omitted pursuant to a request
for confidential treatment and filed separately with the SEC)
10.39 Amendment No. 5 dated as of September 3, 2004 to Embraer Aircraft
Purchase Agreement dated as of May 9, 2003 between US Airways
Group, Inc. and Empresa Brasileira de Aeronautica S.A. (portions
of this document have been omitted pursuant to a request for
confidential treatment and filed separately with the SEC)
(incorporated by reference to Exhibit 10.5 to US Airways'
Quarterly Report for the quarter ended September 30, 2004)
10.40 Bombardier CRJ Aircraft Master Purchase Agreement dated as of May
9, 2003 between US Airways Group, Inc. and Bombardier, Inc.
(incorporated by reference to Exhibit 10.2 to US Airways Group's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
(portions of this exhibit have been omitted pursuant to a request
for confidential treatment and filed separately with the SEC)
10.41 Contract Change Order 1 dated January 27, 2004 to Bombardier CRJ
Aircraft Master Purchase Agreement dated as of May 9, 2003 between
US Airways Group, Inc. and Bombardier, Inc. (incorporated by
reference to Exhibit 10.6 to US Airways Group's Quarterly Report
for the quarter ended March 31, 2004) (portions of this exhibit
have been omitted pursuant to a request for confidential treatment
and filed separately with the SEC)
10.42 Contract Change Order 2 dated February 9, 2004 to Bombardier CRJ
Aircraft Master Purchase Agreement dated as of May 9, 2003 between
US Airways Group, Inc. and Bombardier, Inc. (incorporated by
reference to Exhibit 10.7 to US Airways Group's Quarterly Report
for the quarter
9
ended March 31, 2004) (portions of this exhibit have been omitted
pursuant to a request for confidential treatment and filed
separately with the SEC)
10.43 Contract Change Order 3 dated February 26, 2004 to Bombardier CRJ
Aircraft Master Purchase Agreement dated as of May 9, 2003 between
US Airways Group, Inc. and Bombardier, Inc. (incorporated by
reference to Exhibit 10.8 to US Airways Group's Quarterly Report
for the quarter ended March 31, 2004) (portions of this exhibit
have been omitted pursuant to a request for confidential treatment
and filed separately with the SEC)
10.44 Investment Agreement, dated as of September 26, 2002, by and
between the Retirement Systems of Alabama and US Airways Group,
Inc. (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, 2002)
10.45 Amendment No. 1 dated as of January 17, 2003 to the Investment
Agreement, entered into as of September 26, 2002 and amended and
restated as of January 17, 2003 by and between the Retirement
Systems of Alabama and US Airways Group, Inc. (incorporated by
reference to Exhibit 10.37 to US Airways Group's Annual Report on
Form 10-K for the year ended December 31, 2002)
10.46 Amendment No. 2, dated as of March 30, 2003, to the Investment
Agreement, dated as of September 26, 2002, by and among The
Retirement Systems of Alabama, Retirement Systems of Alabama
Holdings, LLC and US Airways Group, Inc. (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, 2003)
10.47 Registration Rights Agreement made and entered into as of March
31, 2003 by and between US Airways Group, Inc. and Retirement
Systems of Alabama Holdings LLC (incorporated by reference to
Exhibit 10.1 to US Airways Group's Registration Statement on Form
8-A filed on May 14, 2003)
10.48 Registration Rights Agreement made and entered into as of March
31, 2003 by and between US Airways Group, Inc. and ATSB Securities
Trust u/a/d March 31, 2003 (incorporated by reference to Exhibit
10.2 to US Airways Group's Registration Statement on Form 8-A
filed on May 14, 2003)
10.49 First Amendment dated as of June 25, 2003 to the Registration
Rights Agreement made and entered into as of March 31, 2003 by and
between US Airways Group, Inc. and ATSB Securities Trust u/a/d
March 31, 2003 (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, 2003)
10.50 Registration Rights Agreement made and entered into as of March
31, 2003 by and between US Airways Group, Inc. and General
Electric Capital Corporation (incorporated by reference to Exhibit
10.3 to US Airways Group's Registration Statement on Form 8-A
filed on May 14, 2003)
10.51 Registration Rights Agreement made and entered into as of March
31, 2003 by and between US Airways Group, Inc. and Bank of
America, N.A. (incorporated by reference to Exhibit 10.4 to US
Airways Group's Registration Statement on Form 8-A filed on May
14, 2003)
10.52 2003 Stock Incentive Plan of US Airways Group, as amended and
restated (incorporated by reference to Exhibit 4.4 of US Airways
Group's Registration Statement on Form S-8 filed on June 3, 2004)
10.53 US Airways Group, Inc. 2003 Nonemployee Director Stock Incentive
Plan (incorporated by reference to Exhibit 10.4 to US Airways
Group's Quarterly Report on Form 10-Q for the quarter ended June
30, 2003)
10
10.54 First Amendment to the US Airways Group, Inc. 2003 Nonemployee
Director Stock Incentive Plan*
10.55 US Airways Group, Inc. 2003 Nonemployee Director Deferred Stock
Unit Plan (incorporated by reference to Exhibit 10.5 to US Airways
Group's Quarterly Report on Form 10-Q for the quarter ended June
30, 2003)
10.56 First Amendment to the US Airways Group, Inc. 2003 Nonemployee
Director Deferred Stock Unit Plan (incorporated by reference to
Exhibit 10.10 to US Airways Group's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2004)
10.57 Second Amendment to the US Airways Group, Inc. 2003 Nonemployee
Director Deferred Stock Unit Plan*
10.58 US Airways Funded Executive Defined Contribution Plan
(incorporated by reference to Exhibit 10.1 to US Airways' Annual
Report on Form 10-K for the year ended December 31, 2003)
10.59 First Amendment to the US Airways Funded Executive Defined
Contribution Plan dated January 26, 2004 (incorporated by
reference to Exhibit 10.4 to US Airways' Quarterly Report for the
quarter ended June 30, 2004)
10.60 Second Amendment to the US Airways Funded Executive Defined
Contribution Plan (incorporated by reference to Exhibit 10.5 to US
Airways' Quarterly Report for the quarter ended June 30, 2004)
10.61 Third Amendment to the US Airways Funded Executive Defined
Contribution Plan (incorporated by reference to Exhibit 10.6 to US
Airways' Quarterly Report for the quarter ended June 30, 2004)
10.62 US Airways Unfunded Executive Defined Contribution Plan
(incorporated by reference to Exhibit 10.2 to US Airways' Annual
Report on Form 10-K for the year ended December 31, 2003)
10.63 First Amendment to the US Airways Unfunded Executive Defined
Contribution Plan dated January 26, 2004 (incorporated by
reference to Exhibit 10.7 to US Airways' Quarterly Report for the
quarter ended June 30, 2004)
10.64 Second Amendment to the US Airways Unfunded Executive Defined
Contribution Plan (incorporated by reference to Exhibit 10.8 to US
Airways' Quarterly Report for the quarter ended June 30, 2004)
10.65 Third Amendment to the US Airways Unfunded Executive Defined
Contribution Plan (incorporated by reference to Exhibit 10.9 to US
Airways' Quarterly Report for the quarter ended June 30, 2004)
10.66 Employment Agreement between US Airways Group, Inc. and US
Airways, Inc. and its President and Chief Executive Officer
effective May 19, 2004 (incorporated by reference to Exhibit 10.6
to US Airways' Quarterly Report for the quarter ended September
30, 2004)
10.67 Employment Agreement between US Airways and David N. Siegel
effective March 11, 2002 (incorporated by reference to Exhibit
10.41 to US Airways' Annual Report on Form 10-K for the year ended
December 31, 2001)
10.68 First Amendment effective March 31, 2003 to the Employment
Agreement dated March 11, 2002 between US Airways and David N.
Siegel (incorporated by reference to Exhibit 10.1 to
11
US Airways' Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003)
10.69 Separation Agreement between U.S. Airways Group, Inc., U.S.
Airways, Inc. and David N. Siegel dated April 23, 2004
(incorporated by reference to Exhibit 10.10 to US Airways'
Quarterly Report for the quarter ended June 30, 2004)
10.70 Supplemental Separation Agreement between US Airways Group, Inc.,
US Airways, Inc. and David N. Siegel dated May 19, 2004
(incorporated by reference to Exhibit 10.11 to US Airways'
Quarterly Report for the quarter ended June 30, 2004)
10.71 Employment Agreement between US Airways and its Executive Vice
President-Corporate Affairs and General Counsel effective March 1,
2003 (incorporated by reference to Exhibit 10.5 to US Airways'
Annual Report on Form 10-K for the year ended December 31, 2003)
10.72 Severance Agreement between US Airways and Neal S. Cohen effective
April 8, 2002 (incorporated by reference to Exhibit 10.8 to US
Airways' Annual Report on Form 10-K for the year ended December
31, 2002)
10.73 First Amendment effective March 31, 2003 to the Severance
Agreement dated April 8, 2002 between US Airways and Neal S. Cohen
(incorporated by reference to Exhibit 10.2 to US Airways'
Quarterly Report on Form 10-Q for the quarter ended March 31,
2003)
10.74 Separation and Consulting Agreement between US Airways Group,
Inc., US Airways, Inc. and Neal S. Cohen effective April 30, 2004
(incorporated by reference to Exhibit 10.12 to US Airways'
Quarterly Report for the quarter ended June 30, 2004)
10.75 Severance Agreement between US Airways and its Executive Vice
President-Operations effective July 26, 2002 (incorporated by
reference to Exhibit 10.9 to US Airways' Annual Report on Form
10-K for the year ended December 31, 2002)
10.76 First Amendment effective March 31, 2003 to the Severance
Agreement dated June 26, 2002 between US Airways and the Executive
Vice President-Operations (incorporated by reference to Exhibit
10.3 to US Airways' Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003)
10.77 Severance Agreement between US Airways and the Senior Vice
President-Marketing effective June 26, 2002 (incorporated by
reference to Exhibit 10.14 to US Airways' Annual Report on Form
10-K for the year ended December 31, 2003)
10.78 First Amendment effective March 31, 2003 to the Severance
Agreement dated June 26, 2002 between US Airways and the Senior
Vice President-Marketing (incorporated by reference to Exhibit
10.15 to US Airways' Annual Report on Form 10-K for the year ended
December 31, 2003)
10.79 Agreement between US Airways and David N. Siegel with respect to
certain employment arrangements effective March 11, 2002
(incorporated by reference to Exhibit 10.49 to US Airways' Annual
Report on Form 10-K for the year ended December 31, 2001)
10.80 Severance Agreement between US Airways and its Senior Vice
President-Employee Relations effective April 8, 2002 (incorporated
by reference to Exhibit 10.10 to US Airways' Annual Report on Form
10-K for the year ended December 31, 2002)
10.81 First Amendment dated March 31, 2003 to the Severance Agreement
dated as April 8, 2002 between US Airways and its Senior Vice
President-Labor Relations (incorporated by reference to
12
Exhibit 10.33 to US Airways' Annual Report on Form 10-K for the
year ended December 31, 2004)
10.82 Agreement between US Airways and its Senior Vice President-Labor
Relations with respect to certain employment arrangements
effective July 25, 2002 (incorporated by reference to Exhibit
10.18 to US Airways' Annual Report on Form 10-K for the year ended
December 31, 2002)
10.83 Agreement between US Airways and its Senior Vice
President-Marketing with respect to certain employment
arrangements effective July 25, 2002 (incorporated by reference to
Exhibit 10.18 to Amendment No. 1 to US Airways' Annual Report on
Form 10-K for the year ended December 31, 2003)
10.84 Agreement between US Airways and its Senior Vice
President-Marketing with respect to certain employment
arrangements effective October 20, 2004 (incorporated by reference
to Exhibit 10.35 to US Airways' Annual Report on Form 10-K for the
year ended December 31, 2004)
10.85 Agreement between US Airways and its Executive Vice
President-Operations with respect to certain employment
arrangements effective July 25, 2002 (incorporated by reference to
Exhibit 10.17 to US Airways' Annual Report on Form 10-K for the
year ended December 31, 2002)
10.86 Agreement between US Airways and its Executive Vice
President-Operations with respect to certain employment
arrangements effective October 20, 2004 (incorporated by reference
to Exhibit 10.37 to US Airways' Annual Report on Form 10-K for the
year ended December 31, 2004)
10.87 Agreement between US Airways and its Executive Vice
President-Corporate Affairs, General Counsel and Secretary with
respect to certain employment arrangements effective October 20,
2004 (incorporated by reference to Exhibit 10.38 to US Airways'
Annual Report on Form 10-K for the year ended December 31, 2004)
10.88 Agreement between US Airways and its Senior Vice President-Labor
Relations with respect to certain employment arrangements
effective October 20, 2004 (incorporated by reference to Exhibit
10.40 to US Airways' Annual Report on Form 10-K for the year ended
December 31, 2004)
18.1 Letter from KPMG LLP re change in accounting principle
(incorporated by reference to Exhibit 18 to US Airways Group's
Quarterly Report on Form 10-Q for the three months ended March 31,
2002)
21.1 Subsidiaries of US Airways Group*
23.1 Consent of Independent Registered Public Accounting Firm of US
Airways Group to the incorporation of their report concerning
certain financial statements contained in this report in certain
registration statements*
24.1 Powers of Attorney signed by the directors of US Airways Group,
authorizing their signatures on this report*
31.1 Certification of the Principal Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act
of 2002)*
31.2 Certification of the Principal Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act
of 2002)*
13
31.3 Certification of the Principal Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act
of 2002)
31.4 Certification of the Principal Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act
of 2002)
32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
99.1 Disclosure Statement with Respect to First Amended Joint Plan of
Reorganization of US Airways Group, Inc. and Its Affiliated
Debtors and Debtors-in-Possession (incorporated by reference to
Exhibit 99.2 to US Airways Group's Current Report on Form 8-K
dated on January 31, 2003)
- ----------
* Filed with the original filing of this Annual Report on Form 10-K on March
1, 2005.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on August 10 2005.
US AIRWAYS GROUP, INC. (REGISTRANT)
By: /s/ Bruce R. Lakefield
---------------------------------
Bruce R. Lakefield, Director, President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of US Airways
Group in the capacities indicated, on August 10, 2005.
By: /s/ Bruce R. Lakefield
---------------------------------
Bruce R. Lakefield, Director, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Ronald E. Stanley
---------------------------------
Ronald E. Stanley, Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Anita P. Beier
---------------------------------
Anita P. Beier, Senior Vice President-Finance and Controller
(Chief Accounting Officer)
By: *
---------------------------------
Dr. David G. Bronner, Director and Chairman
By: *
---------------------------------
Thomas R. Harter, Director
By: *
---------------------------------
Magdalena Jacobsen, Director
By: *
---------------------------------
Robert L. Johnson, Director
By: *
---------------------------------
Cheryl G. Krongard, Director
By: *
---------------------------------
Joseph J. Mantineo, Director
15
By: *
---------------------------------
John A. McKenna, Jr., Director
By: *
---------------------------------
Hans Mirka, Director
By: *
---------------------------------
George M. Philip, Director
By: *
---------------------------------
William D. Pollock, Director
By: *
---------------------------------
James M. Simon, Director
By: *
---------------------------------
William T. Stephens, Director
By: /s/ Ronald E. Stanley
----------------------------------
Ronald E. Stanley, Attorney-In-Fact
* Signed pursuant to power of attorney.
16