-----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, P/8N++KDOQzcPJknPfvlIw2nFMLjUX3cMZvquMuy1Jciwc/7JTgcuJqVra6a8R/M talj3N9KVqDOFFXF5oWp5g== 0000701345-05-000013.txt : 20050330 0000701345-05-000013.hdr.sgml : 20050330 20050330114636 ACCESSION NUMBER: 0000701345-05-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050330 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050330 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: 05712408 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: 05712409 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 form8k033005.htm

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)

March 30, 2005

US Airways Group, Inc.
(Debtor-in-Possession)
(Commission file number: 1-8444)

and

US Airways, Inc.
(Debtor-in-Possession)
(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.)

2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 872-7000
(Registrants' telephone number, including area code)
 

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 7.01      Regulation FD Disclosure

     On March 30, 2005, US Airways, Inc. and US Airways Group, Inc. filed a monthly operating report for the month ended February 28, 2005 with the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division in connection with their voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in Case No. 04-13819.

     A copy of the monthly operating report is furnished as Exhibit 99 to this Form 8-K.


Certain of the statements contained herein should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect the current views of US Airways Group (the Company) with respect to current events and financial performance. You can identify these statements by forward-looking words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "could," "should," and "continue" or similar words. These forward-looking statements may also use different phrases. 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. Factor s 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 obtain and maintain any necessary financing for operations and other purposes, whether debtor-in-possession financing or other financing; the ability of the Company to maintain adequate liquidity; the ability of the Company to absorb escalating fuel costs; the Company's ability to obtain court approval with respect to motions in the Chapter 11 proceedings 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 proceedings; 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, to appoint 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 proceedings on the Company's liquidity or results of operations; the ability of the Company to operate pursuant to the terms of its financing facilities (particularly the financial covenants); the ability of the Company to fund and execute its Transformation Plan during the Chapter 11 proceedings and in the context of a plan of reorganization and thereafter; 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; the ability of the Company to maintain satisfactory labor relations; demand for transportation in the markets in which the Company operates; economic conditions; labor costs; financing availability and costs; security-related and insurance costs; competiti ve pressures on pricing (particularly from lower-cost competitors) and on demand (particularly from low-cost carriers and multi-carrier alliances); weather conditions; government legislation and regulation; impact of the continued military activities in Iraq; other acts of war or terrorism; and other risks and uncertainties listed from time to time in the Company's reports to the SEC. There may be other factors not identified above of which the Company is not currently aware that may affect matters discussed in the forward-looking statements, and 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 prepetition liabilities, common stock and/or other e quity securities. 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 9.01      Financial Statements and Exhibits

(c)   Exhibits

Designation          Description
- ------------         -----------------
   99                   Monthly Operating Report for the month ended February 28, 2005


                                                                                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)

Date: March 30, 2005                      By:   /s/ Anita P. Beier                         
                                                              Anita P. Beier
                                                              Senior Vice President-Finance and Controller
                                                              (Chief Accounting Officer)

                                                             US Airways, Inc. (REGISTRANT)

Date: March 30, 2005                      By:   /s/ Anita P. Beier                         
                                                              Anita P. Beier
                                                              Senior Vice President-Finance and Controller
                                                              (Chief Accounting Officer)

 

 

 

EX-99 2 ex99.htm

UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION



In Re:                                                                                                              Chapter 11
US Airways, Inc., et al.                                                                                Case Number: 04-13819
Debtors                                                                                                          Jointly Administered
                                                                                                                        Hon. Stephen S. Mitchell

 


MONTHLY OPERATING REPORT FOR THE PERIOD
FEBRUARY 1, 2005 THROUGH FEBRUARY 28, 2005



DEBTORS' ADDRESS:

US Airways, Inc., et al.
2345 Crystal Dr.
Arlington, VA 22227



DEBTORS' ATTORNEYS:

Brian P. Leitch, Esq.
Daniel M. Lewis, Esq.
Michael J. Canning, Esq.
ARNOLD & PORTER LLP
370 Seventeenth Street, Suite 4500
Denver, Colorado 80202
(303) 863-1000

Lawrence E. Rifken, Esq. (VSB No. 29037)
Douglas M. Foley, Esq. (VSB No. 34364)
McGUIREWOODS LLP
1750 Tysons Boulevard, Suite 1800
McLean, VA 22102-4215
(703) 712-5000

REPORT PREPARER:

US Airways, 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: March 30, 2005                                    DEBTOR-IN-POSSESSION

 

Name/Title: Anita P. Beier                              By:       /s/ Anita P. Beier                                      
Senior Vice President-Finance and Controller
Address: 2345 Crystal Dr.
Arlington, VA 22227
Phone: 703-872-7000

Table of Contents

 

I.       Monthly Operating Report Cover Page

II.       Unaudited Consolidated Financial Statements

A.     US Airways Group, Inc. Condensed Consolidated Statement of Operations
B.     US Airways Group, Inc. Condensed Consolidated Balance Sheet
C.     US Airways Group, Inc. Condensed Consolidated Statement of Cash Flows

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.     Sales of Deminimis Assets
G.     Certifications

IV.     Questionnaire

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
Senior Vice President-Finance and Controller
US Airways Group, Inc.
2345 Crystal Dr.
Arlington, VA 22227
703-872-7000

 

 

3.

Number of Employees:       28,864          
Represents Debtors' total full time equivalents as of February 28, 2005.

 

 

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

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

 

 

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

 

 

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 ______  No __X_ If yes, explain:

 

 

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: $ -

 

 

EXHIBIT II-A

US Airways Group, Inc.
Consolidated Statement of Operations
for the month ended February 28, 2005

(unaudited)
(in thousands)

 

 

Operating Revenues

Passenger transportation

$ 443,460

Cargo and freight

7,567

Other

 54,973

Total Operating Revenues

506,000

Operating Expenses

Personnel costs

156,440

Aviation fuel

114,405

US Airways Express capacity purchases

62,403

Aircraft rent

36,089

Other rent and landing fees

46,763

Selling expenses

39,398

Aircraft maintenance

29,163

Depreciation and amortization

18,764

Other

   88,239

Total Operating Expenses

  591,664

Operating Loss

(85,664

)

Other Income (Expense)

Interest income

827

Interest expense, net

(26,737

)

Reorganization items, net

(8,247

)

Other, net

       599

Other Income (Expense), Net

  (33,558

)

Income Before Taxes

(119,222

)

  Income Tax Provision

           -

Net Income

$ (119,222

)

 

 

EXHIBIT II-B

US Airways Group, Inc. Consolidated Balance Sheet as of February 28, 2005

(unaudited, in thousands)

Current Assets

 

 

 

 

    Cash and cash equivalents

$

405,534

 

 

    Restricted cash

 

111,817

 

 

    Receivables, net

 

305,400

 

 

    Materials and supplies, net

 

165,504

 

 

    Prepaid expenses and other

 

   171,362

 

 

        Total Current Assets

 

1,159,617

 

 

Property and Equipment

 

 

 

 

    Flight equipment

 

3,299,622

 

 

    Ground property and equipment

 

362,397

 

 

    Less accumulated depreciation and amortization

 

(341,825

)

 

 

 

3,320,194

 

 

    Purchase deposits for flight equipment

 

  82,847

 

 

        Total Property and Equipment

 

3,403,041

 

 

Other Assets

 

 

 

 

    Goodwill

 

2,489,638

 

 

    Other intangibles, net

 

526,954

 

 

    Restricted cash

 

622,269

 

 

    Other assets, net

 

     91,509

 

 

        Total Other Assets

 

3,730,370

 

 

             Total Assets

 

8,293,028

 

 

Current Liabilities

 

 

 

 

    Current maturities of debt

 

741,397

 

 

    Accounts payable

 

404,972

 

 

    Traffic balances payable and unused tickets

 

955,874

 

 

    Accrued aircraft rent

 

9,616

 

 

    Accrued salaries, wages and vacation

 

167,813

 

 

    Other accrued expenses

 

  301,809

 

 

        Total Current Liabilities

 

2,581,481

 

 

Noncurrent Liabilities and Deferred Credits

 

 

 

 

    Long-term debt and capital lease obligations, net of current maturities

 

73,760

 

 

    Deferred gains and credits, net

 

42,762

 

 

    Postretirement benefits other than pensions

 

1,906

 

 

    Employee benefit liabilities and other

 

   241,975

 

 

        Total Noncurrent Liabilities and Deferred Credits

 

360,403

 

 

Liabilities Subject to Compromise

5,064,674

Commitments and Contingencies

 

 

 

 

Stockholders' Equity

 

 

 

 

    Class A Common Stock

 

50,616

 

 

    Class B Common Stock

 

5,000

 

 

    Paid-in capital

 

410,133

 

 

    Accumulated deficit

 

(183,870

)

 

    Common stock held in treasury, at cost

 

(2,815

)

 

    Deferred compensation

 

(10,647

)

 

    Accumulated other comprehensive income

 

     18,054

 

 

        Total Stockholders' Equity

 

 286,470

 

 

             Total Liabilities and Stockholders' Equity

$

8,293,028

 

 

EXHIBIT II-C

US Airways Group, Inc.
Condensed Consolidated Statement of Cash Flows
for the month ended February 28, 2005

(unaudited)
(in thousands)

 

 

 

 

Net cash used for operating activities before reorganization items

$

(27,802

)

Reorganization items, net

 

(2,754

)

             Net cash used for operating activities

 

(30,556

)

 

 

 

 

Cash flows from investing activities

 

 

 

   Capital expenditures and purchase deposits for flight equipment, net

 

1,825

 

   Proceeds from dispositions of property

 

1,049

 

   Increase in restricted cash

 

(78,886

)

             Net cash used for investing activities

 

(76,012

)

 

 

 

 

Cash flows from financing activities

 

 

 

   Proceeds from the issuance of debt

 

5,724

 

   Principal payments on debt and capital lease obligations

 

(36,685

)

             Net cash provided by financing activities

 

(30,961

)

Net decrease in Cash and cash equivalents

 

 (137,529

)

Cash and cash equivalents at beginning of period

 

543,063

 

Cash and cash equivalents at end of period

$

405,534

 

 

 

 

 

EXHIBIT III-A

Consolidated Accounts Receivable Aging

Days Past Due

2/28/05

0-30 Days

$205,932,627

31-60 Days

10,957,390

61-90 Days

4,890,538

91+ Days

21,704,934

Other (1)

   85,329,266

Total Accounts Receivable

328,814,757

Amount Considered Uncollectible

  (23,414,481)

Accounts Receivable, Net (2)

$ 305,400,276

 

 

 

 

 

 

 

 

 

 





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

2/28/05

 

 

Current

$ 18,126,652

 

 

1-7 Days

6,417,445

 

 

8-30 Days (1)

(1,523,626)

 

 

31-60 Days

1,791,467

 

 

61-90 Days (1)

(354,888)

 

 

91+ Days (1)

  (2,416,324)

 

 

Total Accounts Payable (2)

$ 22,040,726

 

Notes:

(1)  A debit balance exists for the periods 8-30 days, 61-90 days and 91+ days due to outstanding credits 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. In the event that a liability is estimated for financial reporting purposes, but no invoice was received as of February 28, 2005, 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 and Cash Equivalents Balance

Total Consolidated Cash and Cash Equivalents Balance              $ 405,534,000

EXHIBIT III-B

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. The continued use of the trust funds has been approved by the Bankruptcy Court and 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 & 5
This trust was established on May 15, 2002 with an initial funding of $149.9 million on May 16, 2002. In May 2003, Trust Fund 5 was established and several components originally funded through Trust Fund 1 were moved to Trust Fund 5. Since the date of funding, all payments associated with each Trust's components have been paid through the trusts and daily funding has occurred based on the estimated daily obligation.

The components of Trust Funds 1 and 5 are as follows:
       Trust 1

*   Federal payroll withholding taxes, FICA (employee and employer portion), and Medicare;
*   Federal unemployment taxes; and
*   Federal jet fuel taxes


Trust 5

*   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
*   Passenger facility fees and charges (PFCs) (moved from Trust Fund 3)

As a result of changes to Federal law concerning airlines that file for bankruptcy protection, US Airways is required to segregate all PFCs into a separate account. Effective for payments due on and after November 30, 2004, a separate account within Trust 5 was established to pay airports and/or sponsor agencies amounts owed under the PFC legislation.


Trust Fund 2

This trust was established on May 30, 2002, with an initial funding of $5.6 million occurring on May 31, 2002. The Company has not made any additional contributions to Trust Fund 2 since the initial funding on May 31, 2002. The monthly activity in Trust 2 consists of the payment of monthly administrative fees and the investment of monthly dividends.

The components of Trust Fund 2 are as follows:

*   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. The only component of Trust Fund 3 was the passenger facility fees and charges (PFCs). In May 2003, the funding of PFCs was moved to Trust Fund 5, such that all monies in Trust Fund 3 were utilized to pay PFCs from May 2003 to July 2003. Trust Fund 3 is still open, although inactive, since July 2003. The Trustee has the power to terminate the Trust.

Trust Fund 4

This trust was established on June 21, 2002 with the initial funding of $33.6 million occurring on the same day. The Company has not made any additional contributions to Trust Fund 4 since the initial funding on June 21, 2002.

The components of Trust Fund 4 are as follows:

*   Non-statutory payroll deductions, including employee payments/contributions

*   Federal-related and federal security tax-instituted trust fund taxes and charges (note that no Federal related charges are currently included in the initial funding estimates for Trust Fund 4. All Federal charges are accounted for in Trust Fund 1.)

 

 

EXHIBIT III-C


Insurance Policies

The table below reflects changes during the period February 1 - February 28, 2005 to the insurance policies and coverage previously disclosed in the Debtor's Monthly Operating Reports for the periods September 12, 2004 to January 31, 2005. Policies included in the Monthly Operating Reports for the period September 12, 2004 through January 31, 2005 are still subject to the same terms unless noted below.

US Airways, Inc.

Coverage

Company

Policy No.

Term

Workers Compensation and Employers Liability (PA) (1)

State Workers Insurance Fund

05032167-05-01

2/14/05 - 2/14/06

Workers Compensation and Employers Liability (NC) (1)

Key Risk Insurance Company (Assigned Risk Carrier)

9662945

2/14/05 - 2/14/06

Workers Compensation and Employers Liability (CA)

Insurance Company of the State of Pennsylvania

WC3715928

2/14/04 - 4/20/05

Workers Compensation and Employers Liability (other states)

Insurance Company of the State of Pennsylvania

WC3715929

2/14/04 - 4/20/05

Workers Compensation and Employers Liability (WI)

Insurance Company of the State of Pennsylvania

WC3715927

2/14/04 - 4/20/05

Workers Compensation and Employers Liability (DC, NY)

Insurance Company of the State of Pennsylvania

WC3715923

2/14/04 - 4/20/05

Workers Compensation and Employers Liability (FL)

Insurance Company of the State of Pennsylvania

WC3715922

2/14/04 - 4/20/05

Mexican Statutory Legal Liability

Zurich Compania De Seguros

477084

10/1/04 - 10/1/05

Auto Liability

Crum & Forster

133-671744-9

2/14/05 - 2/14/06

Piedmont Airlines, Inc.

Coverage

Company

Policy No.

Term

Workers Compensation and Employers Liability (other states)

Insurance Company of the State of Pennsylvania

WC3715925

2/14/04 - 4/20/05

Workers Compensation and Employers Liability (NY)

Insurance Company of the State of Pennsylvania

WC3715926

2/14/04 - 4/20/05

Auto Liability

Crum & Forster

133-671745-8

2/14/05 - 2/14/06

PSA Airlines, Inc.

Coverage

Company

Policy No.

Term

Workers Compensation and Employers Liability

Insurance Company of the State of Pennsylvania

WC3715924

2/14/04 - 4/20/05

Auto Liability

Crum & Forster

133-671743-1

2/14/05 - 2/14/06

(1) Coverage also applies to Piedmont Airlines, Inc. and PSA Airlines, Inc. under the same policy number and term.

EXHIBIT III-D


Payments to Professionals

Name

Date of Court Authorizing Payment

Amount Approved

Amount Paid

Total Paid to Date

Total Incurred and Unpaid

(1)

1.

Arnold & Porter LLP

$             -

$ 1,380,672

$ 3,383,756

2.

McGuireWoods LLP

404,736

1,038,931

953,014

3.

FTI Consulting, Inc.

400,763

1,629,993

853,810

4.

O'Melveny & Myers LLP

391,118

856,710

730,411

5.

Seabury Aviation Advisors, Inc.

-

2,492,247

2,226,819

6.

KPMG LLP

-

767,336

709,720

7.

American Appraisal Associates, Inc.

-

5,773

3,048

8.

Donlin, Recano & Company, Inc.

41,877

572,710

47,967

9.

Moore & Van Allen PLLC

80,881

478,246

-

10.

Swidler Berlin Shereff Friedman LLP

17,473

88,352

-

11.

Otterbourg, Steindler, Houston and Rosen, P.C.

196,461

569,775

431,028

12.

Lazard Freres & Co. LLC

250,000

1,283,553

-

13.

Curtis, Mallet-Prevost, Colt & Mosle LLP

-

-

190,242

14.

McKenna Long & Aldridge LLP

63,930

98,969

109,781

15.

Vorys, Sater, Seymour and Pease LLP

-

117,967

99,249

16.

Thelen Reid & Priest LLP

-

-

588,106

17

LECG, Inc.

-

-

281,964

18.

Guiliani Partners LLC / Ernst & Young

789,593

789,593

397,022

19.

Watson Wyatt & Company

-

-

111,111

20.

Alvarez & Marsal, LLC

-

-

643,813

21.

MergeGlobal, Inc.

    233,477

      233,477

        94,146

Total

$ 2,870,309

$ 12,404,304

$ 11,855,007

Notes:
This listing represents fees and expenses submitted by professionals for the period of September 12, 2004 through January 31, 2005 based upon fee statements submitted to the Company and approved or paid through February 28, 2005. All fee statements are subject to review and possible reduction. There are other ordinary course professionals to which fees have been paid since the inception of the Chapter 11 cases in accordance with the First Day Order entered on September 13, 2004, and are not reported herein.

EXHIBIT III-E


Banking Accounts and Financial Institution Relationships


There have been no changes in financial institution deposit relationships during the current reporting period. See the Monthly Operating Report for the period September 12, 2004 through October 31, 2004 for a complete list of financial institution relationships.

EXHIBIT III-F



Sales of De Minimis Assets


The following information is being provided in accordance with the December 15, 2004 Order Authorizing and Approving Procedures for the Sale of De Minimis Assets Pursuant to Section 363 of the Bankruptcy Code.

Date

Asset Description

Sales Price

2/9/05

Sale of loading bridges and ancillary equipment (PHL)

$ 450,000

2/15/05

Lot Sale Surplus inventory

 32,737

2/17/05

Surplus Inventory

29,850

2/22/05

Sale of loading bridges and ancillary equipment (PHL)

5,243,206


Note:

This listing represents individual sale transactions in excess of $20,000. The Company also received proceeds of $977,400 for a sales transaction that closed in November 2004.

Exhibit III-G


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 February 28, 2005.


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: March 30, 2005

By:        /s/ Anita P. Beier________________________

 

Name:   Anita P. Beier  _______________________

 

Title:   Senior Vice President-Finance and Controller_

 

 

 

 

Exhibit IV

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 as authorized by the Bankruptcy Court, the Debtors have made certain payments on pre-petition liabilities.

Question 3
In accordance with an agreement made with a certain creditor, the Debtors have received funds during the current reporting period on a post-petition loan.

Question 4
In accordance with and as 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.

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