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August 27, 2004

US AIRWAYS GROUP INC FORM 10-K/A 12/31/2003
Game Order Book Career Print

Filed under: SEC Filing — Tags: , — admin @ 12:00 am — Font size: A A
US AIRWAYS GROUP INC (Form: 10-K/A, Received: 08/27/2004 13:44:47)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A - AMENDMENT NO. 2

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, 2003

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)

 

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

Name of Each Exchange on which Registered

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)

NASDAQ National Market

-

     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 the 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 Exchange Act Rule 12b-2). Yes   X           No     

     As of June 30, 2003, there was no public market for the Company's Class A Common Stock or Class B Common Stock.

     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 and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.                                  Yes   X           No     

      On March 1, 2004, there were outstanding approximately 52,158,415 shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock.

 

 

EXPLANATORY NOTE

      US Airways Group, Inc. ("US Airways Group") is filing this Amendment No. 2 to its Annual Report on Form 10-K for the year ended December 31, 2003 solely to refile two exhibits for which confidential treatment has been requested.  Portions of the text omitted in the original filings of these exhibits have been re-inserted at the request of the Securities and Exchange Commission. Included in this filing are the list of exhibits pursuant to Item 15 of Part IV, the signature page and certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

      With the exception of the foregoing, no other information in the Annual Report on Form 10-K for the year ended December 31, 2003 has been supplemented, updated or amended.


Part IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

The following documents are filed as part of 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).

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

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)).

10.2

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).

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).

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).

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).

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).

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).

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).

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 (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).

10.10

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 (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).

10.11

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).

10.12

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).

10.13

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).

10.14

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).

10.15

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).

10.16

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).

10.17

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).

10.18

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).

10.19

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).

10.20

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 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).

10.21

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) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC).

10.22

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. (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC).

10.23

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. (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC).

10.24

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 three months ended June 30, 2003) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC).

10.25

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).

10.26

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).

10.27

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).

10.28

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).

10.29

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).

10.30

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).

10.31

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).

10.32

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).

10.33

Amended and Restated 2003 Stock Incentive Plan of US Airways Group, Inc. (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed on July 31, 2003).

10.34

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 three months ended June 30, 2003).

10.35

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 three months ended June 30, 2003).

10.36

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).

10.37

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).

10.38

Employment Agreement between US Airways and the President and Chief Executive Officer 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).

10.39

First Amendment effective March 31, 2003 to the Employment Agreement dated March 11, 2002 between US Airways and the President and Chief Executive Officer (incorporated by reference to Exhibit 10.1 to US Airways' Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).

10.40

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).

10.41

USAir, Inc. Supplemental Executive Defined Contribution Plan (now known as the 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).

10.42

First Amendment effective September 19, 2000 to the US Airways, Inc. Supplemental Executive Defined Contribution Plan (incorporated by reference to Exhibit 10.18 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 2000).

10.43

Second Amendment effective December 29, 2000 to the US Airways, Inc. Supplemental Executive Defined Contribution Plan (incorporated by reference to Exhibit 10.19 to US Airways Group's Annual Report on Form 10-K for the year ended December 31, 2000).

10.44

Agreement between US Airways and its President and Chief Executive Officer providing supplemental retirement benefits effective March 11, 2002 (incorporated by reference to Exhibit 10.56 to US Airways Annual Report on Form 10-K for the year ended December 31, 2001).

10.45

Severance Agreement between US Airways and the Executive Vice President-Finance and Chief Financial Officer 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).

10.46

First Amendment effective March 31, 2003 to the Severance Agreement dated April 8, 2002 between US Airways and the Executive Vice President-Finance and Chief Financial Officer (incorporated by reference to Exhibit 10.2 to US Airways' Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).

10.47

Severance Agreement between US Airways and the Executive Vice President-Operations effective June 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).

10.48

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).

10.49

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).

10.50

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).

10.51

Agreement between US Airways and its President and Chief Executive Officer 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).

10.52

Agreement between US Airways and its President and Chief Executive Officer with respect to certain employment arrangements effective July 25, 2002 (incorporated by reference to Exhibit 10.1 to US Airways' Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).

10.53

Agreement between US Airways and its Executive Vice President-Finance and Chief Financial Officer with respect to certain employment arrangements effective April 8, 2002 (incorporated by reference to Exhibit 10.14 to US Airways' Annual Report on Form 10-K for the year ended December 31, 2002).

10.54

Agreement between US Airways and its Executive Vice President-Finance and Chief Financial Officer with respect to certain employment arrangements effective July 25, 2002 (incorporated by reference to Exhibit 10.15 to US Airways' Annual Report on Form 10-K for the year ended December 31, 2002).

10.55

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).

10.56

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 10.22 to Amendment No. 1 to US Airways' Annual Report on Form 10-K for the year ended December 31, 2003).

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 the Auditors 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).

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 12, 2004.

  

 

Signatures


     
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on August 27, 2004.

 

US Airways Group, Inc. (Registrant)

 

 

 

By:  /s/ Anita P. Beier                    

 

Anita P. Beier

 

Senior Vice President - Finance and    Controller

 

(Principal Accounting Officer)

 

 

Exhibit 10.22




AMENDMENT NUMBER 1 TO PURCHASE AGREEMENT DCT-021/03

     This Amendment Number 1 to Purchase Agreement DCT-021/03, dated as of November 4, 2003 ("Amendment No. 1"), relates to the Purchase Agreement Number DCT-021/03 between EMBRAER-Empresa Brasileira de Aeronáutica S.A. ("Embraer") and US Airways Group, Inc. ("Buyer") dated May 9 th , 2003 (as amended, the "Purchase Agreement"), Buyer and Embraer are collectively referred to herein as the "Parties". Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth or referred to in the Purchase Agreement.

     This Amendment No. 1 sets forth the further agreement between Embraer and Buyer relative to, among other things, changes in the EMBRAER 170 Aircraft delivery schedule.

     NOW, THEREFORE, in consideration of the foregoing, Embraer and Buyer do hereby agree as follows:

1.   DELIVERY SCHEDULE CHANGE

     The delivery schedule table on Section 2 of Attachment "E" to the Purchase Agreement is hereby deleted and replaced with the following:

**





2 .   EFFECT UPON PURCHASE AGREEMENT

     All terms and conditions of the Purchase Agreement that have not been specifically and expressly altered or modified hereunder shall remain in full force and effect. In the event any conflict exists between the terms of the Purchase Agreement and the terms of this Amendment No. 1, the terms of this Amendment No. 1 shall control.

 

 

 

3.  COUNTERPARTS

     This Amendment No. 1 may be executed by the Parties in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed and delivered by their proper and duly authorized officers and to be effective as of the day and year first above written.

US AIRWAYS GROUP, INC.

EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A.

By:     __________________________

Name:      Eilif Serck-Hanssen ___________

Title:      Vice President, Finance and Treasurer

By:          ___________________________

Name:     ___________________________

Title:        ___________________________

 

 

 

 

  

By:          ___________________________

Name:     ___________________________

Title:        ___________________________

 

Witness:   _________________________

Name:     _________________________

 

Witness:   _________________________

Name:     _________________________

 

Date:      _________________________

Place:      _________________________

 

Date:       __________________________

Place:      __________________________

Exhibit 10.23

AMENDMENT NUMBER 2 TO PURCHASE AGREEMENT DCT-021/03

     This Amendment Number 2 to Purchase Agreement DCT-021/03, dated as of November 21, 2003 ("Amendment No. 2") relates to the Purchase Agreement Number DCT-021/03 between EMBRAER-Empresa Brasileira de Aeronáutica S.A. ("Embraer") and US Airways Group, Inc. ("Buyer") dated May 9 th , 2003 (as amended, the "Purchase Agreement"), Buyer and Embraer are collectively referred to herein as the "Parties". Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth or referred to in the Purchase Agreement or in the Letter Agreement DCT-022/03 dated as of May 9 th , 2003 (as amended, the "Letter Agreement").

     This Amendment No. 2 sets forth the further agreement between Embraer and Buyer relative to, among other things, the incorporation of Major Changes pursuant to Article 11 of the Purchase Agreement.

     NOW, THEREFORE, in consideration of the foregoing, Embraer and Buyer do hereby agree as follows:

1.   EMBRAER 170 LAYOUT MODIFICATION

       **

2.    AIRCRAFT BASIC PRICE

     As a result of the changes referred to in Article 1 above

EMBRAER 170 Aircraft

**

3 .   EFFECT UPON PURCHASE AGREEMENT

     All terms and conditions of the Purchase Agreement that have not been specifically and expressly altered or modified hereunder shall remain in full force and effect. In the event any conflict exists between the terms of the Purchase Agreement and the terms of this Amendment No. 2, the terms of this Amendment No. 2 shall control.

4.    COUNTERPARTS

     This Amendment No. 2 may be executed by the Parties in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to be duly executed and delivered by their proper and duly authorized officers and to be effective as of the day and year first above written.

 

US AIRWAYS GROUP, INC.

EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A.

By:         ________________________

Name:     Eilif Serck-Hanssen_________

Title:       Vice President, Finance &              Treasurer

By:         ___________________________

Name:     ___________________________

Title:       ___________________________

 

 

 

 

  

By:       ___________________________

Name:   ___________________________

Title:     ___________________________

 

Witness:   _________________________

Name:     _________________________

 

Witness:   _________________________

Name:     _________________________

 

Date: _________________________

Place: Arlington, VA ______________

 

Date: __________________________

Place: __________________________

 

 

Exhibit 31.1

Certification

I, Bruce R. Lakefield, certify that:

(1) I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K of US Airways Group, Inc.; and

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

  /s/  Bruce R. Lakefield                            

Name: Bruce R. Lakefield
Title:   Chief Executive Officer
Date:  August 27, 2004

 

 

Exhibit 31.2

Certification

I, David M. Davis, certify that:

(1) I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K of US Airways Group, Inc.; and

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

  /s/  David M  Davis                           

Name: David M. Davis
Title:   Executive Vice President &
          Chief Financial Officer
Date:   August 27, 2004

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