-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hj76AXOm+K1A6bo6zRsTUyaNOlON/HWftcNFKFBiN0H0gBTQvl8QHKap0FWrNV1x /8/a83lMhLPfvRpZeZrsfg== 0000701345-02-000045.txt : 20021101 0000701345-02-000045.hdr.sgml : 20021101 20021101165031 ACCESSION NUMBER: 0000701345-02-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021101 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US AIRWAYS GROUP INC CENTRAL INDEX KEY: 0000701345 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 541194634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08444 FILM NUMBER: 02807031 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DR CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7038725306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US AIRWAYS INC CENTRAL INDEX KEY: 0000714560 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 530218143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08442 FILM NUMBER: 02807032 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DRIVE CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7038725306 MAIL ADDRESS: STREET 1: 2345 CRYSTAL DRIVE CITY: ARLINGTON STATE: VA ZIP: 22227 8-K 1 final8k110102.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2002 US Airways Group, Inc. (Commission file number: 1-8444) and US Airways, Inc. (Commission file number: 1-8442) (Exact names of registrants as specified in their charters) Delaware US Airways Group, Inc. 54-1194634 (State of incorporation US Airways, Inc. 53-0218143 of both registrants) (I.R.S. Employer Identification Nos.) US Airways Group, Inc. 2345 Crystal Drive, Arlington, VA 22227 (Address of principal executive offices) (703) 872-7000 (Registrant's telephone number, including area code) US Airways, Inc. 2345 Crystal Drive, Arlington, VA 22227 (Address of principal executive offices) (703) 872-7000 (Registrant's telephone number, including area code) Item 5. Other Events On November 1, 2002, US Airways Group, Inc. (the Company) and US Airways, Inc. (US Airways) issued a news release disclosing the results of operations for both companies for the three months and nine months ended September 30, 2002, and selected operating and financial statistics for US Airways for the same periods (see Exhibit 99.1 to this report). Also on November 1, 2002, the Company filed a monthly operating report for the period August 12, 2002 through September 30, 2002 with the United States Bankruptcy Court for the Eastern District of Virginia in connection with its voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in Case No. 02- 83984 (see Exhibit 99.2 to this report). Certain of the information contained in the attached news release should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect the Company's current views with respect to current events and financial performance. Such forward looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company's operations and business environment which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the Company to continue as a going concern; the ability of the Company to operate pursuant to the terms of the debtor-in-possession financing facility; the Company's ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the ability of the Company to obtain and maintain normal terms with vendors and service providers; the Company's ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 cases on the Company's liquidity or results of operations; the ability of the Company to fund and execute its business plan; the ability of the Company to attract, motivate and/or retain key executives and associates; the ability of the Company to attract and retain customers; demand for transportation in the markets in which the Company operates; economic conditions; labor costs; financing costs; aviation fuel costs; security-related costs; competitive pressures on pricing (particularly from lower-cost competitors); weather conditions; government legislation and regulation; consumer perceptions of the Company's products; and other risks and uncertainties listed from time to time in the Company's reports to the United States Securities and Exchange Commission. Other factors and assumptions not identified above are also involved in the preparation of forward-looking statements, and the failure of such other factors and assumptions to be realized may also cause actual results to differ materially from those discussed. The Company assumes no obligation to update such estimates to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Company's various pre-petition liabilities, common stock and/or other equity securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies. Accordingly, the Company urges that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities. Item 7. Financial Statements and Exhibits (c) Exhibits Designation Description - ----------- ----------- 99.1 News release dated November 1, 2002, of US Airways Group, Inc. and US Airways, Inc. 99.2 Monthly Operating Report of US Airways Group, Inc. for the period August 12, 2002 through September 30, 2002 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 hereunto duly authorized. US Airways Group, Inc. (REGISTRANT) /s/ Anita P. Beier Date: November 1, 2002 By: -------------------------------- Anita P. Beier Vice President and Controller Chief Accounting Officer US Airways, Inc. (REGISTRANT) /s/ Anita P. Beier Date: November 1, 2002 By: -------------------------------- Anita P. Beier Vice President and Controller Chief Accounting Officer (this space intentionally left blank) Exhibit 99.1 US AIRWAYS GROUP REPORTS THIRD QUARTER RESULTS Restructuring Process Remains On Track, But Company Says More Cost Savings Required As Industry Outlook Remains Challenging ARLINGTON, Va., Nov. 1, 2002 - US Airways Group, Inc. today reported a net loss of $335 million for the third quarter of 2002 on operating revenues of $1.75 billion, compared to a net loss of $766 million on operating revenues of $1.99 billion for the same period in 2001. On a diluted per-share basis, the net loss in the third quarter amounted to $4.92 versus a net loss of $11.42 last year. Excluding unusual items in both years, which are described in the notes to the financial tables, the net loss for the third quarter of 2002 was $229 million, or $3.36 per diluted share, compared to $433 million, or $6.45 per diluted share, for the third quarter 2001. "While disappointing, the third quarter numbers are not surprising given the results already reported by a number of other competitors. In addition, the operating environment began to deteriorate further in September with the threat of war, higher fuel prices, and a softening economy," said David Siegel, US Airways president and chief executive officer. "Our company's restructuring under Chapter 11 protection is intended to allow us to adapt to this new environment, which we believe includes permanent structural changes to revenue resulting in new industry economics that no longer support high operating costs. While we accomplished much in the third quarter, we clearly have more to do to respond to this new reality." Among the accomplishments to which Siegel referred: -Implemented and made significant progress on key elements of a restructuring plan that are targeted to yield $1.4-$1.6 billion in average annual savings over the next seven years. This includes ratified agreements with all labor groups, and renegotiated terms with aircraft lessors and other vendors. -Secured $500 million in Debtor-in-Possession (DIP) financing, and an offer of a $240 million equity investment in the company (upon emergence from Chapter 11 protection) from The Retirement Systems of Alabama (RSA). -Completed a review by the U.S. Department of Transportation (DOT) of US Airways' marketing agreement with United Airlines. The first elements of the agreement were implemented Oct. 14, 2002, with the introduction of reciprocal airport lounge access between the two carriers' club programs, as well as interline electronic ticketing. Other components of the agreement will be implemented over the next several months, including the ability for passengers to earn frequent flier miles on flights operated by either of the two airlines beginning today, Nov. 1, 2002. -Achieved industry-leading operating performance amongst major network carriers, in which the airline finished second in on-time performance in July and first in August, as measured by the DOT, and achieved its best operating performance on record for September. The airline also posted consistently strong baggage delivery and customer service DOT results, and has operated 5,000 transatlantic flights without a cancellation, dating back to May 2002. -Reduced capacity by 13 percent in response to the continued industry-wide decline in passenger demand and began returning 32 aircraft to lenders and leasing companies, yet maintained service to 200 communities in its route network. -Reduced the company's cost per available seat mile by 10.1 percent, from 12.18 cents per available seat mile in the third quarter of 2001, to 10.95 cents per available seat mile in the third quarter of 2002. The decline in cost per available seat mile would have been approximately 7.3 percent, excluding certain benefits from restructured labor agreements. "While all stakeholders have made tremendous contributions to the future of US Airways, the company remains focused on doing everything necessary to further reduce our costs and build a successful business model as we restructure," said Siegel. The third quarter results reflect the period in which the company filed for Chapter 11 protection on Aug. 11, 2002, in order to complete a previously announced restructuring plan. Earlier this summer, US Airways received unanimous conditional approval from the Air Transportation Stabilization Board (ATSB) of a $900 million federal guarantee of a $1 billion loan. Subsequent to the Chapter 11 filing, the ATSB reaffirmed that its conditional approval remains in effect subject to the company providing supplemental information and a plan of reorganization acceptable to them. The company continues to target a first quarter 2003 emergence from Chapter 11. The company ended the quarter with total restricted and unrestricted cash of $1.33 billion, including $897 million in unrestricted cash, cash equivalents, and short-term investments. This cash balance includes $300 million drawn on the DIP facility. Financial and Operating Performance Operating revenues for the third quarter were $1.75 billion, down 11.9 percent from the third quarter of 2001. Operating expenses were $1.93 billion, down 29.4 percent. Pre-tax loss was $373 million for third quarter 2002, compared to a pre-tax loss of $766 million last year. As described in the notes to the financial tables, results for the third quarter of 2002 include reorganization items, net of tax, of $103 million, along with a $3 million reduction in the amount previously recognized for the Federal Airline Stabilization Act grant. Unusual items in the third quarter of 2001 include aircraft impairment charges, employee severance costs and other charges, totaling $712 million, and also include reductions to expenses of $331 million for the Federal Airline Stabilization Act grant and net merger termination fees of $48 million. US Airways has shown significant improvement in nearly all aspects of its operations. Year-to-date, the mileage completion factor for US Airways, Inc. was up 3.4 percentage points, while departure and arrival performance improved by 1.6 points. Arrival performance year-over-year 2002, increased 3.0 percentage points while the completion factor also improved in each of the first nine months of 2002. Third quarter available seat miles for US Airways, Inc. declined 12.8 percent year over year, reflecting US Airways' capacity reductions following the events of September 11, 2001. Additionally, capacity cuts implemented after the Chapter 11 filing began in September 2002. US Airways carried 12 million passengers during the 2002 third quarter, a decline of 15.5 percent compared to the 14.2 million passengers carried during the same period the previous year. Revenue passenger miles declined 11.9 percent compared to the third quarter 2001, while the passenger load factor increased by 0.7 percentage points to 71.8 percent. Passenger revenue per available seat mile was 8.76 cents for the third quarter 2002, a decline of 4.3 percent compared to the same period in 2001, while the cost per available seat mile was 10.95 cents, a decline of 10.1 percent year- over-year (9.4 percent excluding fuel). The cost of aviation fuel per gallon for the quarter was 77.18 cents, down 8.6 percent from 2001. First Nine Months Results Operating revenues for the first nine months of 2002 were $5.36 billion, down 20.2 percent over the first nine months of 2001, while operating expenses of $6.08 billion were down by 20.9 percent. The operating loss for the first nine months of the year was $713 million, compared to an operating loss of $957 million for the first nine months of 2001. On a diluted per-share basis, the net loss for the first nine months of 2002 of $12.78 compares to a net loss of $14.43 in 2001, excluding accounting changes in both years. Results for both years include unusual items as described in the notes to the financial tables. For the first nine months of the year 2002, US Airways, Inc. carried 36.8 million passengers, a decline of 18.2 percent from the first nine months of 2001. Revenue passenger miles for the period declined 15.6 percent while available seat miles declined 17.3 percent, resulting in a passenger load factor of 71.8 percent, a year- over-year increase of 1.4 percentage points. The yield of 12.96 cents for the first nine months of 2002 was down 10.8 percent from the same period in 2001, while passenger revenue per available seat mile of 9.31 cents was down 9.0 percent. Cost per available seat mile of 11.99 cents for the first nine months of the year declined 3.0 percent versus the same period of 2001. The cost of aviation fuel per gallon for the period was 71.64 cents, down 19.3 percent from 2001. The company today is filing its first monthly operating report in its Chapter 11 reorganization cases pending in the United States Bankruptcy Court for the Eastern District of Virginia. The report, which covers the period following the filing on Aug. 11, 2002 through Sept. 30, 2002, includes financial information consistent with today's announcement of third quarter results. US Airways will not hold a third quarter 2002 conference call or Web cast. This press release, as well as other statements made by US Airways may contain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, that reflect, when made, the company's current views with respect to current events and financial performance. Such forward looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the company's operations and business environment, which may cause the actual results of the company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the company to continue as a going concern; the ability of the company to operate pursuant to the terms of the Debtor-In-Possession financing facility; the company's ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the ability of the company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the ability of the company to obtain and maintain normal terms with vendors and service providers; the company's ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 cases on the company's liquidity or results of operations; the ability of the company to fund and execute its business plan; the ability of the company to attract, motivate and/or retain key executives and associates; and the ability of the company to attract and retain customers. Other risk factors are listed from time-to-time in the company's SEC reports. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the company's various pre-petition liabilities, common stock and/or other equity securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies. Accordingly, the company urges that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities. -30- NUMBER: 4385 US Airways Group, Inc. NEWS RELEASE (Debtor and Debtor-in-Possession) CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (dollars in millions, except per share amounts) Three Months Ended September 30, ----------------------------------- 2002 2001 % Change --------- --------- -------- Operating Revenues Passenger transportation $ 1,458 $ 1,708 (14.6) Cargo and freight 35 37 (5.4) Other 259 244 6.1 --------- --------- Total Operating Revenues 1,752 1,989 (11.9) Operating Expenses Personnel costs 748 965 (22.5) Aviation fuel 212 278 (23.7) Aircraft rent 134 148 (9.5) Other rent and landing fees 112 112 -- Aircraft maintenance 92 125 (26.4) Other selling expenses 74 89 (16.9) Depreciation and amortization 71 91 (22.0) Commissions 23 64 (64.1) Asset impairments and other special charges -- 712 (100.0) Airline stabilization act grant 3 (331) NM Other 464 486 (4.5) --------- --------- Total Operating Expenses 1,933 2,739 (29.4) --------- --------- Operating Income (Loss) (181) (750) (75.9) Other Income (Expense) Interest income 4 14 (71.4) Interest expense (79) (75) 5.3 Interest capitalized 1 3 (66.7) Merger termination fee -- 50 (100.0) Reorganization items, net (108) -- -- Other, net (10) (8) 25.0 --------- --------- Other Income (Expense), Net (192) (16) NM --------- --------- Income (Loss) Before Income Taxes and Cumulative Effect of Accounting Change (373) (766) (51.3) Provision (Credit) for Income Taxes (38) -- -- --------- --------- Income (Loss) Before Cumulative Effect of Accounting Change (335) (766) (56.3) Cumulative Effect of Accounting Change, Net of Applicable Income Taxes -- -- -- --------- --------- Net Income (Loss)(Note 2) $ (335) $ (766) (56.3) ========= ========= Earnings (Loss) per Common Share (Notes 1 and 2) Basic Before Cumulative Effect of Accounting Change $ (4.92) $ (11.42) (56.9) Cumulative Effect of Accounting Change $ -- $ -- -- --------- --------- Net Earnings (Loss) per Common Share $ (4.92) $ (11.42) (56.9) ========= ========= Diluted Before Cumulative Effect of Accounting Change $ (4.92) $ (11.42) (56.9) Cumulative Effect of Accounting Change $ -- $ -- -- --------- --------- Net Earnings (Loss) per Common Share $ (4.92) $ (11.42) (56.9) ========= ========= Shares Used for Computation (000) Basic 68,121 67,056 Diluted 68,121 67,056 NM - Not Meaningful Note 1. Earnings (Loss) per Common Share amounts may not recalculate due to rounding. Note 2. The table below shows reconciliations of reported Net Income (Loss) and Earnings (Loss) per Common Share to Net Income (Loss) and Earnings (Loss) per Common Share excluding unusual items. Three Months Ended September 30, -------------------- 2002 2001 -------- -------- Net Income (Loss) $ (335) $ (766) Unusual Items, Net of Tax Aircraft and related impairments -- 617 Employee severance including benefits -- 75 Leasehold improvements and future lease commitments -- 20 Airline stabilization act grant 3 (331) Merger termination fees, net -- (48) Reorganization items, net 103 -- ------- ------- Total Unusual Items, Net of Tax 106 333 ------- ------- Net Income (Loss) Excluding Unusual Items $ (229) $ (433) ======= ======= Basic and Diluted Earnings (Loss) per Common Share Earnings (Loss) per Common Share $ (4.92) $(11.42) Unusual Items, Net of Tax Aircraft and related impairments -- 9.21 Employee severance including benefits -- 1.12 Leasehold improvements and future lease commitments -- 0.30 Airline stabilization act grant 0.04 (4.94) Merger termination fees, net -- (0.72) Reorganization items, net 1.52 -- ------- ------ Total Unusual Items, Net of Tax 1.56 4.97 ------- ------ Earnings (Loss) per Common Share Excluding Unusual Items $ (3.36) $ (6.45) ======= ======= US Airways Group, Inc. NEWS RELEASE (Debtor and Debtor-in-Possession) CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (dollars in millions, except per share amounts) Nine Months Ended September 30, ----------------------------------- 2002 2001 % Change --------- --------- -------- Operating Revenues Passenger transportation $ 4,492 $ 5,854 (23.3) Cargo and freight 104 127 (18.1) Other 767 742 3.4 --------- --------- Total Operating Revenues 5,363 6,723 (20.2) Operating Expenses Personnel costs 2,514 2,857 (12.0) Aviation fuel 582 901 (35.4) Aircraft rent 404 431 (6.3) Other rent and landing fees 325 350 (7.1) Aircraft maintenance 294 406 (27.6) Other selling expenses 249 306 (18.6) Depreciation and amortization 224 288 (22.2) Commissions 101 231 (56.3) Asset impairments and other special charges (3) 734 NM Airline stabilization act grant 3 (331) NM Other 1,383 1,507 (8.2) --------- --------- Total Operating Expenses 6,076 7,680 (20.9) --------- --------- Operating Income (Loss) (713) (957) (25.5) Other Income (Expense) Interest income 17 51 (66.7) Interest expense (246) (220) 11.8 Interest capitalized 6 14 (57.1) Merger termination fee -- 50 (100.0) Reorganization items, net (120) -- -- Other, net (11) (2) NM --------- --------- Other Income (Expense), Net (354) (107) NM --------- --------- Income (Loss) Before Income Taxes and Cumulative Effect of Accounting Change (1,067) (1,064) 0.3 Provision (Credit) for Income Taxes (198) (97) NM --------- --------- Income (Loss) Before Cumulative Effect of Accounting Change (869) (967) (10.1) Cumulative Effect of Accounting Change, Net of Applicable Income Taxes 17 7 NM --------- --------- Net Income (Loss)(Note 2) $ (852) $ (960) (11.3) ========= ========= Earnings (Loss) per Common Share (Notes 1 and 2) Basic Before Cumulative Effect of Accounting Change $ (12.78) $ (14.43) (11.4) Cumulative Effect of Accounting Change $ 0.25 $ 0.11 NM --------- --------- Net Earnings (Loss) per Common Share $ (12.53) $ (14.32) (12.5) ========= ========= Diluted Before Cumulative Effect of Accounting Change $ (12.78) $ (14.43) (11.4) Cumulative Effect of Accounting Change $ 0.25 $ 0.11 NM --------- --------- Net Earnings (Loss) per Common Share $ (12.53) $ (14.32) (12.5) ========= ========= Shares Used for Computation (000) Basic 68,024 67,058 Diluted 68,024 67,058 NM - Not Meaningful Note 1. Earnings (Loss) per Common Share amounts may not recalculate due to rounding. Note 2. The table below shows reconciliations of reported Net Income (Loss) and Earnings (Loss) per Common Share to Net Income (Loss) and Earnings (Loss) per Common Share excluding unusual items. Nine Months Ended September 30, -------------------- 2002 2001 -------- ------- Net Income (Loss) $ (852) $ (960) Unusual Items, Net of Tax Aircraft and related impairments -- 631 Employee severance including benefits (3) 75 Leasehold improvements and future lease commitments -- 20 Airline stabilization act grant 3 (331) Merger termination fees, net -- (48) Reorganization items, net 114 -- Cumulative effect of accounting change (17) (7) ------- ------- Total Unusual Items, Net of Tax 97 340 ------- ------- Net Income (Loss) Excluding Unusual Items $ (755) $ (620) ======= ======= Basic and Diluted Earnings (Loss) per Common Share Earnings (Loss) per Common Share $(12.53) $(14.32) Unusual Items, Net of Tax Aircraft and related impairments -- 9.41 Employee severance including benefits (0.05) 1.12 Leasehold improvements and future lease commitments -- 0.30 Airline stabilization act grant 0.04 (4.94) Merger termination fees, net -- (0.72) Reorganization items, net 1.70 -- Cumulative effect of accounting change (0.25) (0.11) ------ ------- Total Unusual Items, Net of Tax 1.44 5.06 ------ ------- Earnings (Loss) per Common Share Excluding Unusual Items $(11.09) $ (9.26) ====== ======= US Airways, Inc. NEWS RELEASE (Debtor and Debtor-in-Possession) (A Wholly-Owned Subsidiary of US Airways Group, Inc.) CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in millions) Three Months Ended September 30, ----------------------------------- % 2002 2001 Change --------- --------- -------- Operating Revenues Passenger transportation $ 1,310 $ 1,569 (16.5) US Airways Express transportation revenues 269 235 14.5 Cargo and freight 34 36 (5.6) Other 122 140 (12.9) --------- --------- Total Operating Revenues 1,735 1,980 (12.4) Operating Expenses Personnel costs 681 905 (24.8) Aviation fuel 197 263 (25.1) Aircraft rent 120 132 (9.1) Other rent and landing fees 104 107 (2.8) Aircraft maintenance 65 102 (36.3) Other selling expenses 66 80 (17.5) Depreciation and amortization 66 86 (23.3) Commissions 22 60 (63.3) Asset impairments and other special charges -- 712 (100.0) Airline stabilization act grant 3 (319) NM US Airways Express capacity purchases 278 239 16.3 Other 315 354 (11.0) --------- --------- Total Operating Expenses 1,917 2,721 (29.5) --------- --------- Operating Income (Loss) (182) (741) (75.4) Other Income (Expense) Interest income 7 17 (58.8) Interest expense (79) (75) 5.3 Interest capitalized -- 1 (100.0) Merger termination fee -- 50 (100.0) Reorganization items, net (108) -- -- Other, net (11) (8) 37.5 --------- --------- Other Income (Expense), Net (191) (15) NM --------- --------- Income (Loss) Before Income Taxes and Cumulative Effect of Accounting Change (373) (756) (50.7) Provision (Credit) for Income Taxes (15) -- -- --------- --------- Income (Loss) Before Cumulative Effect of Accounting Change (358) (756) (52.6) Cumulative Effect of Accounting Change, Net of Applicable Income Taxes -- -- -- --------- --------- Net Income (Loss) $ (358) $ (756) (52.6) ========= ========= NM - Not meaningful US Airways, Inc. NEWS RELEASE (Debtor and Debtor-in-Possession) (A Wholly-Owned Subsidiary of US Airways Group, Inc.) CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in millions) Nine Months Ended September 30, ---------------------------------- % 2002 2001 Change --------- --------- -------- Operating Revenues Passenger transportation $ 4,055 $ 5,384 (24.7) US Airways Express transportation revenues 790 753 4.9 Cargo and freight 103 125 (17.6) Other 372 437 (14.9) --------- --------- Total Operating Revenues 5,320 6,699 (20.6) Operating Expenses Personnel costs 2,317 2,683 (13.6) Aviation fuel 539 852 (36.7) Aircraft rent 361 385 (6.2) Other rent and landing fees 301 334 (9.9) Aircraft maintenance 212 333 (36.3) Other selling expenses 224 280 (20.0) Depreciation and amortization 209 273 (23.4) Commissions 95 215 (55.8) Asset impairments and other special charges (3) 734 NM Airline stabilization act grant 3 (319) NM US Airways Express capacity purchases 813 701 16.0 Other 964 1,155 (16.5) --------- --------- Total Operating Expenses 6,035 7,626 (20.9) --------- --------- Operating Income (Loss) (715) (927) (22.9) Other Income (Expense) Interest income 25 60 (58.3) Interest expense (246) (220) 11.8 Interest capitalized 3 8 (62.5) Merger termination fee -- 50 (100.0) Reorganization items, net (120) -- -- Other, net (13) (3) NM --------- --------- Other Income (Expense), Net (351) (105) NM --------- --------- Income (Loss) Before Income Taxes and Cumulative Effect of Accounting Change (1,066) (1,032) 3.3 Provision (Credit) for Income Taxes (185) (90) NM --------- --------- Income (Loss) Before Cumulative Effect of Accounting Change (881) (942) (6.5) Cumulative Effect of Accounting Change, Net of Applicable Taxes -- 7 (100.0) --------- --------- Net Income (Loss) $ (881) $ (935) (5.8) ========= ========= NM - Not meaningful US Airways, Inc. NEWS RELEASE (Debtor and Debtor-in-Possession) (A Wholly-Owned Subsidiary of US Airways Group, Inc.) SELECTED AIRLINE OPERATING AND FINANCIAL STATISTICS (Note 1) (unaudited) Three Months Ended September 30, -------------------------------- % 2002 2001 Change ------- ------- -------- Revenue passengers (thousands)* 11,994 14,188 (15.5) Total revenue passenger miles (millions) 10,735 12,191 (11.9) Revenue passenger miles (millions)* 10,732 12,186 (11.9) Total available seat miles (millions) 14,960 17,156 (12.8) Available seat miles(millions)* 14,956 17,149 (12.8) Passenger load factor* 71.8% 71.1% 0.7 pts. Break-even load factor (Note 2) 84.1% 88.0% (3.9) pts. Yield* 12.21c 12.87c (5.1) Passenger revenue per available seat mile* 8.76c 9.15c (4.3) Revenue per available seat mile (Note 2) 9.80c 10.17c (3.6) Cost per available seat mile (Note 2) 10.95c 12.18c (10.1) Average passenger journey (miles)* 895 859 4.2 Average stage length (miles)* 709 686 3.4 Revenue aircraft miles (millions)* 97 118 (17.8) Cost of aviation fuel per gallon 77.18c 84.40c (8.6) Cost of aviation fuel per gallon (excluding fuel taxes) 71.90c 78.16c (8.0) Gallons of aviation fuel consumed (millions) 255 312 (18.3) Scheduled mileage completion factor* 99.3% 91.8% 7.5 pts. Number of aircraft in operating fleet at period-end 294 407 (27.8) Full-time equivalent employees at period-end 33,302 42,723 (22.1) * Scheduled service only (excludes charter service). c cents Note 1. Includes US Airways' "mainline" only. Note 2. Financial statistics exclude the revenues and expenses generated under capacity purchase arrangements US Airways has with certain US Airways Express air carriers. Financial statistics also exclude asset impairments and other special charges, airline stabilization act grant, merger termination fees and reorganization items,net. US Airways, Inc. NEWS RELEASE (Debtor and Debtor-in-Possession) (A Wholly-Owned Subsidiary of US Airways Group, Inc.) SELECTED AIRLINE OPERATING AND FINANCIAL STATISTICS (Note 1) (unaudited) Nine Months Ended September 30, ------------------------------- % 2002 2001 Change ------- ------- -------- Revenue passengers (thousands)* 36,801 44,963 (18.2) Total revenue passenger miles (millions) 31,285 37,084 (15.6) Revenue passenger miles (millions)* 31,279 37,060 (15.6) Total available seat miles (millions) 43,548 52,676 (17.3) Available seat miles(millions)* 43,540 52,648 (17.3) Passenger load factor* 71.8% 70.4% 1.4 pts. Break-even load factor (Note 2) 86.5% 79.2% 7.3 pts. Yield* 12.96c 14.53c (10.8) Passenger revenue per available seat mile* 9.31c 10.23c (9.0) Revenue per available seat mile (Note 2) 10.40c 11.29c (7.9) Cost per available seat mile (Note 2) 11.99c 12.36c (3.0) Average passenger journey (miles)* 850 824 3.2 Average stage length (miles)* 681 669 1.8 Revenue aircraft miles (millions)* 286 367 (22.1) Cost of aviation fuel per gallon 71.64c 88.80c (19.3) Cost of aviation fuel per gallon (excluding fuel taxes) 66.10c 82.49c (19.9) Gallons of aviation fuel consumed (millions) 752 960 (21.7) Scheduled mileage completion factor* 99.4% 96.0% 3.4 pts. Number of aircraft in operating fleet at period-end 294 407 (27.8) Full-time equivalent employees at at period-end 33,302 42,723 (22.1) * Scheduled service only (excludes charter service). c cents Note 1. Includes US Airways' "mainline" only. Note 2. Financial statistics exclude the revenues and expenses generated under capacity purchase arrangements US Airways has with certain US Airways Express air carriers. Financial statistics also exclude asset impairments and other special charges, airline stabilization act grant, merger termination fees and reorganization items, net. Exhibit 99.2 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell MONTHLY OPERATING REPORT FOR THE PERIOD AUGUST 12, 2002 THROUGH SEPTEMBER 30, 2002 DEBTORS' ADDRESS: US Airways Group, Inc., et al. 2345 Crystal Dr. Arlington, VA 22227 DEBTORS' ATTORNEYS: John Wm. Butler, Jr. John K. Lyons SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 333 W. Wacker Dr., Suite 2100 Chicago, IL 60606 (312) 407-0700 Lawrence E. Rifken (VSB No. 29037) McGUIREWOODS LLP 1750 Tysons Boulevard, Suite 1800 McLean, VA 22102-4215 (703) 712-5000 REPORT PREPARER: US Airways Group, Inc., et al. I declare under penalty of perjury that the information contained in this monthly operating report (including attached schedules) is true and correct to the best of my knowledge, information and belief. Dated: November 1, 2002 DEBTOR-IN-POSSESSION ----------------- Name/Title: Anita P. Beier/Controller By: /s/ Anita P. Beier Address: 2345 Crystal Dr. ------------------ Arlington, VA 22227 Phone: 703-872-7000 Page 1 of 19 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell TABLE OF CONTENTS I. Monthly Operating Report Cover Page II. US Airways Group, Inc. Unaudited Consolidated Financial Statements A. Condensed Consolidated Statement of Operations B. Condensed Consolidated Balance Sheet (Form 10-Q to be filed on 11/14/02) C. Condensed Consolidated Statement of Cash Flows (Form 10-Q to be filed on 11/14/02) III. Additional Schedules A. Accounts Receivable Schedule, Accounts Payables Schedule, and Cash Balance B. Description of Tax Trusts C. Insurance Policies D. Payments to Professionals E. Banking Accounts and Financial Institution Relationships F. Certifications IV. Questionnaire Page 2 of 19 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell 1. Accounting Basis: Cash Accrual X ------ ------- 2. Preparer: State the name, address, telephone number and position of the person(s) who actually compiled the information contained in this report. Anita P. Beier Controller US Airways Group, Inc. 2345 Crystal Dr. Arlington, VA 22227 703-872-7000 3. Number of Employees: 39,388.5 -------- Represents total full time equivalents as of September 30, 2002. 4. Have there been any changes in the nature of your business since the last reporting period? Yes No X Explain: ----- ------ 5. Are all Business Licenses current? Yes X No Not applicable ----- ------ ------ 6. Total Accounts Receivable: See Exhibit III-A 7. Post-Petition Accounts Payable: See Exhibit III-A 8. Taxes: Are all taxes being paid to the proper taxing authorities when due? Yes X No ----- ------ See Exhibits III-B and III-F 9. Escrow Account: Are you utilizing your tax account only for deposits and payment of payroll and sales taxes? Yes No X Explain: ------ ----- See Exhibits III-B and III-F 10. Are all books and records of the debtors being maintained monthly and are all current: Yes X No Explain: ----- ------ 11. Insurance Policies: See Exhibits III-C and III-F Page 3 of 19 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell 12. Actions of Debtors: During the reporting period, did the debtors: A. Fail to defend or not oppose any action seeking to dispossess the debtors from control or custody of any asset of the estate: Yes No X If yes, explain: ------ ----- B. Maintain such stock, inventory, raw materials, insurance, employees and other resources as are necessary to preserve and maintain the going-concern value of the assets of the debtors? Yes X No If no, explain: ----- ------ 13. Transfer or Sale of Property: Did the debtors or any person with control over any of the debtor's assets transfer, convey or abandon any of the debtors' assets to another party during the period of this report other than as set forth herein? Yes X No If yes, explain: ----- ------ Certain aircraft have been abandoned, in accordance with the Debtors' Aircraft and Engine Lease Rejection Order, during this reporting period. 14. Payments to Professionals (attorneys, accountants, real estate agents, auctioneers, appraisers, etc., during the reporting period): See Schedule III-D 15. QUARTERLY U.S. TRUSTEE FEES paid during the reporting period: $ 0.00 Page 4 of 19 EXHIBIT II-A UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell STATEMENT OF OPERATIONS (in $000s) OPERATING REVENUES Passenger transportation $ 751,850 Cargo and freight 18,419 Other 139,713 --------- Total Operating Revenues 909,982 OPERATING EXPENSES Personnel costs 416,881 Aviation fuel 117,571 Aircraft rent 72,447 Other rent and landing fees 62,710 Aircraft maintenance 47,671 Other selling expenses 37,726 Depreciation and amortization 38,574 Airline stabilization act grant 2,626 Commissions 14,812 Other 237,667 --------- Total Operating Expenses 1,048,685 --------- OPERATING INCOME (LOSS) (138,703) OTHER INCOME (EXPENSE) Interest income 1,966 Interest expense (39,664) Interest capitalized 527 Reorganization items, net (95,193) Other, net (3,714) --------- Other Income (Expense), Net (136,078) --------- INCOME (LOSS) BEFORE INCOME TAXES (274,781) Provision (Credit) for Income Taxes (16,301) --------- NET INCOME (LOSS) $ (258,480) ========= Page 5 of 19 EXHIBIT II-B UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell BALANCE SHEET ------------- The US Airways Group, Inc. balance sheet will be provided at the time the Company files its quarterly report on Form 10-Q for the quarter ended September 30, 2002. Page 6 of 19 EXHIBIT II-C UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell STATEMENT OF CASH FLOWS ----------------------- The US Airways Group, Inc. statement of cash flows will be provided at the time the Company files its quarterly report on Form 10-Q for the quarter ended September 30, 2002. Page 7 of 19 EXHIBIT III-A UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell CONSOLIDATED ACCOUNTS RECEIVABLE AGING DAYS PAST DUE 9/30/02 1. 0-30 Days $215,558,661 2. 31-60 Days 33,212,588 3. 61-90 Days 8,641,651 4. 91+ Days 15,917,373 5. Other (1) 33,857,764 6. Total Accounts Receivable 307,188,037 7. Amount Considered Uncollectible (16,619,443) 8. ACCOUNTS RECEIVABLE, NET (2) $290,568,594 Notes: (1) Other Accounts Receivable represents such items as accrued receivables, interline receivables and other immaterial receivables that historically are not aged by the Debtors. (2) Does not include intercompany accounts receivable. CONSOLIDATED POST-PETITION ACCOUNTS PAYABLE AGING DAYS PAST DUE 9/30/02 1. Current $21,114,916 2. 1-7 Days 12,313,126 3. 8-30 Days 4,891,974 4. 31-60 Days (1) (193,892) 5. 61-90 Days -- 6. 91+ Days -- 7. TOTAL ACCOUNTS PAYABLE $38,126,124 Notes: (1) A debit exists for the period 31-60 days due to outstanding credits identified by US Airways Group, Inc. that have not been applied to specific invoices or collected. (2) The post-petition accounts payable balances above were obtained from the Debtors' accounts payable systems, and in the event that a liability is estimated for financial reporting purposes, but no invoice was received as of September 30, 2002, the accounts payable balance will differ from that reported in the financial statements. These estimated items include, but are not limited to tax obligations, rent and lease obligations and other accrued expenses. In addition, intercompany accounts payable balances are not included in the balances presented above. CONSOLIDATED CASH BALANCE Total Consolidated Cash Balance $897,386,000 Page 8 of 19 EXHIBIT III-B UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell TAX TRUSTS - ------------ The Debtors have created trust fund accounts to ensure that adequate funds are available to pay outstanding fiduciary tax obligations owed to the federal government as well as state and local jurisdictions in the event that the Debtors cease operations. These trust funds are described below. With the exception of Trust Fund 1, which is funded on a daily basis and from which payments are made, all other trust funds have only received an initial funding of the estimated maximum tax liability for US Airways, Inc., Allegheny Airlines, Inc., PSA Airlines, Inc. and Piedmont Airlines, Inc. No subsequent funding or payments are made from these trust accounts. Trust Fund 1 - -------------- This trust was established on May 15, 2002 with an initial funding of $149.9 million on May 16, 2002. Since the date of funding, all payments associated with the following components have been paid through the trust and daily funding has occurred based on the estimated daily obligation. The components of Trust 1 - -Federal payroll withholding taxes, FICA (employee and employer portion), and Medicare; - -Federal unemployment taxes; - -Federal air transportation excise taxes; - -Federal security charges; - -Federal Animal and Plan Health Inspection Service of the U.S. Department of Agriculture ("APHIS"); - -Federal Immigration and Naturalization Service (INS) fees; - -Federal customs taxes; and - -Federal jet fuel taxes Trust Fund 2 - -------------- This trust was established on May 30, 2002, with an initial funding of $5.6 million occurring on May 31, 2002. Since that date of funding, there has been no activity in Trust Fund 2. The components of Trust 2 - -State and local income tax withholding; - -Employment taxes and related charges; - -State unemployment and supplemental unemployment; - -Disability taxes; and - -Workers' compensation charges Trust Fund 3 - -------------- This trust was established on May 30, 2002, with an initial funding of $23.0 million occurring on May 31, 2002. Since the date of funding, there has been no activity in Trust Fund 3. The components of Trust 3 - -Passenger facility charges ("PFC") Page 9 of 19 EXHIBIT III-C UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell INSURANCE POLICIES - --------------------- US Airways Group, Inc. COVERAGE COMPANY POLICY NO. TERM Property Insurance ACE American GPAD3567879-7 12/1/01- Insurance Co. 12/1/02 Airline Hull & Liability AIG Aviation HL0532564-07 10/1/01- 10/1/02 Airline Hull & Liability Airways Assurance 1003-01 10/1/01- Limited AAL 10/1/02 Hull War Risk Airways Assurance 1004-01 12/1/01- Limited AAL 12/1/02 Hull War Risk Airways Assurance 1005-01 12/1/01- Limited AAL 12/1/02 Property Insurance Airways Assurance 1002-01 12/1/01- Limited AAL 12/1/02 Property Insurance Airways Assurance 1008-01 12/1/01- Limited AAL 12/1/02 Property Insurance Airways Assurance 1007-01 12/1/01- Limited AAL 12/1/02 Property Insurance Airways Assurance 1006-01 12/1/01- Limited AAL 12/1/02 Property Insurance Airways Assurance 1001-01 12/1/01- Limited AAL 12/1/02 Directors & Allied World Assurance C000199 4/1/02- Officers Liability Company, Ltd. 4/1/03 Insurance (D&O) Directors & Allied World Assurance C000197 4/1/02- Officers Liability Company, Ltd. 4/1/03 Insurance (D&O) Directors & Arch Insurance Group 25RRDOX0001000 4/1/02- Officers Liability (on behalf of Rock River 4/1/03 Insurance (D&O) Insurance Company) Airline Hull Assurance France 01.0634 10/1/01- & Liability Aviation 10/1/02 Airline Hull Brockbank Insurance PXLA37000031-01 10/1/01- & Liability Services 10/1/02 Property Insurance Caliber One ZSI001711-01 12/1/01- Indemnity Co. 12/1/02 Property Insurance Caliber One ZSI001712-01 12/1/01- Indemnity Co. 12/1/02 Crime Insurance Chubb (on behalf 8103-47-08K MTO 4/1/02- of Federal 4/1/03 Insurance Company) Directors & Chubb (on behalf 8180-32-95 4/1/02- Officers Liability of Federal 4/1/03 Insurance (D&O) Insurance Company) Fiduciary Liability Chubb (on behalf 8103-47-08K MTO 4/1/02- Insurance of Federal 4/1/03 Insurance Company) Kidnap/Ransom and Chubb (on behalf 8103-47-08K MTO 4/1/02- Extortion Coverage of Federal 4/1/03 Insurance Company) Property Insurance CNA Insurance Company RMP198799325 12/1/01- 12/1/02 Property Insurance CNA Insurance Company RMP198799342 12/1/01- 12/1/02 Directors & CNA Insurance Company 132033911 4/1/02- Officers Liability (on behalf of 4/1/03 Insurance (D&O) American Casualty Company of Reading PA) Property Insurance Commonwealth Insurance Co. CLP10300 12/1/01- 12/1/02 Property Insurance Commonwealth Insurance Co. US 3449 12/1/01- 12/1/02 Property Insurance Commonwealth Insurance Co. US 3450 12/1/01- 12/1/02 Property Insurance Crum and Forster 2450020203 12/1/01- Insurance Co. 12/1/02 Page 30 of 19 EXHIBIT III-C UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell COVERAGE COMPANY POLICY NO. TERM Property Insurance Employers Insurance MQCZ91506461031 12/1/01- Company of Wausau 12/1/02 Property Insurance Essex Insurance Company MSP7485 12/1/01- 12/1/02 Directors & Officers Executive Liability ELU 83149-02 4/1/02- Liability Insurance Underwriters (on behalf 4/1/03 (D&O) of Greenwich Insurance Co.) Property insurance Firemans Fund MXI97902887 12/1/01- Insurance Co. 12/1/02 Airline Hull & Global Aerospace SP 6537AL 10/1/01- Liability Underwriting Managers 10/1/02 Airline Hull & Global Aerospace SP 6536AH 10/1/01- Liability Underwriting Managers 10/1/02 Property insurance Great Lakes Insurance 01UKXP0000089 10/1/01- -00 10/1/02 Property insurance Great Lakes Insurance 01UKXP000009 10/1/01- -00 10/1/02 Directors & Officers Hartford Financial NDA1253998-02 4/1/02- Liability Insurance Products (on behalf of 4/1/03 (D&O) Twin City Fire Insurance Company) Fiduciary Liability Hartford Financial NIA1496849-02 4/1/02- Insurance Products (on behalf of 4/1/03 Twin City Fire Insurance Company) Airline Hull & La Reunion Aerienne 2001/7555 10/1/01- Liability 10/1/02 Property insurance Lexington Insurance KB0102500 12/1/01- Company 12/1/02 Magazine Publisher Media/Professional LS 019668 6/18/02- Coverage Insurance (on behalf of 6/18/03 National Casualty Company) Media Special Perils Media/Professional LS 015040 B 6/18/02- (Media Liability) Insurance (on behalf of 6/18/03 National Casualty Company) Excess Auto Liability National Union Fire 8763207 9/4/02- Insurance Company of 9/4/03 Pittsburgh, PA Property insurance Royal Indemnity Company RHD322219 12/1/01- 12/1/02 Directors & Officers Starr Excess Liability 6457969 4/1/02- Liability Insurance Insurance International 4/1/03 (D&O) Limited Directors & Officers Swiss Re (SR MP 28798.2.3 4/1/02- Liability Insurance International Business 4/1/03 (D&O) Insurance Company Ltd.) Property insurance Swiss Reinsurance KB0102569 12/1/01- International 12/1/02 Boiler and Machinery Travelers Property M5JBMG339K953 12/1/01- Casualty Co. 5-TIL-01 12/1/02 Airline Hull & Underwriters at Lloyd's AM0101583 10/1/01- Liability and certain Insurance 10/1/02 Companies, London, England Hull War Risk Underwriters at Lloyd's AM0105181 12/1/01- and certain Insurance 12/1/02 Companies, London, England Page 32 of 19 EXHIBIT III-C UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell COVERAGE COMPANY POLICY NO. TERM Property insurance Underwriters At Lloyd's KB0102570 12/1/01- of London 12/1/02 Cargo Insurance Firemans Fund Insurance OC94201200 1/1/02- Co. 1/1/03 Property insurance Underwriters At Lloyd's KB0102571 12/1/01- of London 12/1/02 Airline Hull & United States Aviation SIHL1-222A 10/1/01- Liability Insurance Group 10/1/02 Airline Hull & United States Aviation SIHL1-221A 10/1/01- Liability Insurance Group 10/1/02 Excess War Liability United States P2-LWR-02-US 6/19/02- Department of 12/15/02 Transportation Federal Aviation Administration Property insurance Westchester Fire WXL6652550 12/1/01- 12/1/02 Directors & Officers Zurich American DOC7912343 4/1/02- Liability Insurance Insurance Company 4/1/03 (D&O) Fiduciary Liability Zurich American FLC7995142 06 4/1/02- Insurance Insurance Company 4/1/03 US Airways, Inc. COVERAGE COMPANY POLICY NO. TERM Officer Life Pacific Life Insurance 1A40001750 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40012530 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40007800 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40012760 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451548160 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451824830 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001810 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43534480 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001650 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43535220 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43535230 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40007750 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001830 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43534500 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001620 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43535240 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43533940 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43535250 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40007810 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40007820 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43535260 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40008150 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43535270 (1) Insurance Plan Company Page 12 of 19 EXHIBIT III-C UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell COVERAGE COMPANY POLICY NO. TERM Officer Life Pacific Life Insurance 1A40003450 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43534850 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40003440 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40005690 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40008120 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001590 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001760 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40005710 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40003460 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451548320 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451824760 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001720 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451774490 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451825270 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001780 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451820350 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451820360 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001600 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40007430 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451548510 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451824960 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001700 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001690 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A43534490 (1) Insurance Plan Company Officer Life Pacific Life Insurance 0451966120 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40001770 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40007860 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40007740 (1) Insurance Plan Company Officer Life Pacific Life Insurance 1A40007670 (1) Insurance Plan Company Commercial General American Protection 3PQ-002526-00 4/1/99- Liability (OCIP) Insurance Company 12/31/02 Workers' Compensation American Protection 3PQ-002527-00 4/1/99- (OCIP) Insurance Company 12/31/02 Workers' Compensation American Protection 5BR08512200 9/1/02- - WI Insurance Company 9/1/03 Workers' Compensation American Protection 5BR08512300 9/1/02- - AZ, LA Insurance Company 9/1/03 Workers' Compensation American Protection 5BG06710101 9/1/02- - Puerto Rico Insurance Company 9/1/03 Workers' Compensation American Protection 5BR08512100 9/1/02- - Other States Insurance Company 9/1/03 Loss Portfolio Commercial Risk N/A Until Depleted Contractual Liability Reinsurance Company Contract Limited Inland Marine-Fine Firemans Fund MXI979000002 1/1/02- Arts Insurance Co. 1/1/03 Page 13 of 19 EXHIBIT III-C UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell COVERAGE COMPANY POLICY NO. TERM Auto Coverage - TX Lumbermens Mutual F5D00847801 9/4/02 - Insurance Co. 9/4/03 Auto Coverage - VA Lumbermens Mutual F5D00847901 9/4/02 - Insurance Co 9/4/03 Auto Coverage - Other Lumbermens Mutual F5D00848001 9/4/02 - States Casualty Co. 9/4/03 Excess Insurance for National Union Fire BE3577543 8/15/00 - Philadelphia Project Insurance Company of 12/31/02 Pittsburgh, PA Mexican Statutory Seguros Comercial MJ100521 10/1/01 - Legal Liability America, S.A. DE C.V. 10/1/02 Excess Insurance for Federal Insurance 79775217 PHL 4/1/99 - Philadelphia Project Company 12/31/02 Excess Insurance for Starr Excess Liability 5553770 4/1/99 - Philadelphia Project Insurance International 12/31/02 Limited Allegheny Airlines, Inc. COVERAGE COMPANY POLICY NO. TERM Workers' Compensation American Protection 5BR08512400 9/1/02- Insurance Company 9/1/03 Auto Coverage Lumbermens Mutual F5D00848101 9/4/02- Insurance Co 9/4/03 Piedmont Airlines, Inc. COVERAGE COMPANY POLICY NO. TERM Workers' Compensation American Protection 5BR08512600 9/1/02- - LA Insurance Company 9/1/03 Workers' Compensation American Protection 5BR08512700 9/1/02- - Other States Insurance Company 9/1/03 Auto Coverage - VA Lumbermens Mutual F5D00848201 9/4/02- Insurance Co 9/4/03 Auto Coverage - Other Lumbermens Mutual F5D00848301 9/4/02- States Insurance Co 9/4/03 Page 14 of 19 EXHIBIT III-C UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell PSA Airlines, Inc. COVERAGE COMPANY POLICY NO. TERM Workers' Compensation American Protection 5BR08512800 9/1/02- - WI Insurance Company 9/1/03 Workers' Compensation American Protection 5BR08512500 9/1/02- - Other States Insurance Company 9/1/03 Auto Coverage - TX Lumbermens Mutual F5D00848601 9/4/02- Insurance Co 9/4/03 Auto Coverage - Other Lumbermens Mutual F5D00848701 9/4/02- States Insurance Co 9/4/03 Notes: (1) Term is minimum of ten years until retirement. Page 15 of 19 EXHIBIT III-D UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell PAYMENTS TO PROFESSIONALS NAME DATE OF TOTAL TOTAL COURT PAID INCURRED AUTHORIZING AMOUNT AMOUNT TO AND UNPAID PAYMENT APPROVED PAID DATE (1) 1. Skadden, Arps, Slate, Meagher & Flom $1,552,847 2. PricewaterhouseCoopers LLP (2) 1,172,801 3. O'Melveny & Myers LLP 489,009 4. The Seabury Group LLC 364,921 5. KPMG LLP 315,456 6. Otterbourg, Steindler, Houston & Rosen PC 256,502 7. Ernst & Young Corporate Finance LLC 159,678 8. McGuire Woods, LLP 150,023 9. Vorys, Sater, Seymour and Pease LLP 33,330 ---------- TOTAL PAYMENTS $4,494,567 ========== Notes: (1) Represents total of professional fees and out-of-pocket expenses for the period of August 12, 2002 through August 31, 2002. Other Professionals as well as the Professionals listed herein may have incurred additional fees and expenses, which may not have been billed to the debtors for the month of September 2002. (2) The Business Recovery Services practice of PricewaterhouseCoopers LLP has changed its name to FTI Consulting, Inc. effective August 30, 2002. Page 16 of 19 EXHIBIT III-E UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell FINANCIAL INSTITUTION RELATIONSHIPS The Debtor maintains relationships with the following financial institutions: 1. ABN-AMRO (Belgium) 2. ABN-AMRO (London) 3. ABN-AMRO (Paris) 4. ABN-AMRO (Frankfurt) 5. ABN-AMRO (Milano) 6. ABN-AMRO (Netherlands) 7. ABN-AMRO (Madrid) 8. All First 9. Amsouth 10. Antigua Commercial Bank 11. Antilles Banking - RBTT 12. Banamex (Formerly CITIBANK) 13. Banca Di Roma 14. Banca Nazionale 15. Banca Serfin Santander 16. Banco Bilbao Vizcaya Argentaria 17. Banco de Costa Rica 18. Banco InterContinental 19. Banco Popular (St. Thomas, VI) 20. Banco Popular (Madrid, Spain) 21. Bank Hapoalim 22. Bank of America 23. Bank of Bermuda 24. Bank of Butterfield 25. Bank of Montreal 26. Bank of New York 27. Bank of New Zealand 28. Bank of Saint Lucia 29. Bank of Weston 30. Bank One 31. Banknorth 32. Banque de la Poste 33. Bar Harbor Bank & Trust 34. Barbados National Bank 35. Barclays Bank PLC 36. BB&T 37. BBVA Banco 38. Camden National Bank 39. Canandaigua NBT 40. Cape Cod Bank & Trust 41. Caribbean Mercantile Bank 42. CB & T (Columbus Bank & Trust) 43. Chevy Chase Bank 44. Chittenden Bank 45. CIBC 46. Citibank (NY,NY) 47. CITIBANK (Greece) 48. Citizens Bank 49. City National Bank of West Virginia 50. Comerica Bank 51. Commerzbank 52. Community First National Bank 53. Compass Bank 54. Dresdner Bank-Betreuung 55. Edgartown National Bank 56. Farmers First Bank 57. Fifth Third Bank 58. First Century Bank 59. First Citizens Bank 60. First National Bank of Pennsylvania 61. First Tennessee Bank 62. First Union National Bank 63. First Virginia Bank of Tidewater 64. Flagship Bank & Trust 65. FleetBoston 66. FVB Colonial 67. HSBC Bank 68. JP Morgan Chase 69. Key Bank 70. M & I (Marshall & Isley Bank) 71. M & T Bank 72. Natwest 73. National City Bank 74. National Commercial Bank 75. Nordea (Formerly Nordbanken) 76. PNC Bank 77. Provident Bank 78. Regions Bank 79. Royal Bank of Canada 80. Seaway Bank 81. Societe Generale 82. South Trust 83. Southern Community 84. Sovereign Bank 85. Sparkasse 86. State Street Bank & Trust Company 87. Suntrust Bank 88. TD Canada Trust London Clarence 89. Toronto Dominion 90. United National Bank 91. US Bank 92. Virgin Islands Community 93. Wachovia 94. Washington Mutual Bank 95. Webster Bank 96. Wells Fargo Bank 97. Whitney 98. 1st Virginia Bank/Atlantic National Bank Page 17 of 19 EXHIBIT III-F UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell CERTIFICATIONS Taxes - ------ The undersigned verifies that, to the best of my knowledge, all post- petition tax obligations, including but not limited to, payroll, real property, income, franchise, and other taxes have been paid to the proper taxing authority when due. Insurance - --------- The undersigned verifies that, to the best of my knowledge, all insurance premiums for the policies listed in Exhibit III-C have been paid to the proper insurance company or broker when due, and that all insurance policies are in force as of September 30, 2002. Insider Payments - ------------------- The undersigned verifies that, all payments made to insiders, as defined in 11 U.S.C Section 101 of the U.S. Bankruptcy Code, during the reporting period have been made in the ordinary course of business or in accordance with the provisions of an Order entered by the U.S. Bankruptcy Court. Date: November 1, 2002 By: /s/ Anita P. Beier ---------------- ----------------------------- Name: Anita P. Beier ----------------------------- Title: Vice President and Controller Chief Accounting Officer ----------------------------- Page 18 of 19 EXHIBIT IV UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In Re: Chapter 11 US Airways Group, Inc., et al. Case Number: 02-83984 Debtors Jointly Administered Hon. Stephen S. Mitchell QUESTIONNAIRE YES NO 1. Are any post-petition receivables (accounts, notes, or loans) due from related parties? X 2. Have any payments been made on pre-petition liabilities this reporting period? X 3. Have any post-petition loans been received by the debtors from any party? X 4. Have any pre-petition taxes been paid during the reporting period? X 5. Are any wage payments past due? X If the answer to any of the above questions is "Yes," provide a detailed explanation of each item. Attach additional sheets if necessary. Question 1 - ----------- The Debtors, in the ordinary course of business, enter into regular business transactions with subsidiaries and affiliates, which can result in intercompany receivables. These receivables however are eliminated for reporting purposes on a consolidated basis. Question 2 - ----------- In accordance with and authorized by the First Day Orders, the Debtors have made certain payments on pre-petition liabilities. Question 3 - ----------- In accordance with the DIP Credit Facilities, the Debtors have received post-petition loans. Question 4 - ---------- In accordance with and authorized by the First Day Orders, the Debtors have made certain payments on pre-petition tax liabilities, including employee taxes, passenger facility charges and other taxes. Page 45 of 19 -----END PRIVACY-ENHANCED MESSAGE-----