UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
US Airways Group, Inc.
|
Common Stock, par value $0.01 per share
|
90341W108
|
December 31, 2011
|
CUSIP No. 90341W108
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Appaloosa Investment Limited Partnership I
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
896,072
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
896,072
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
896,072
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.55%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 90341W108
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Palomino Fund Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
1,646,601
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
1,646,601
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,646,601
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.02%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. 90341W108
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Thoroughbred Fund L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
323,183
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
323,183
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,183
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.20%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 90341W108
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
Thoroughbred Master Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
372,361
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
372,361
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,361
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.23%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. 90341W108
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Appaloosa Management L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
3,238,217
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
3,238,217
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,238,217
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.00%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No.90341W108
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
Appaloosa Partners Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
3,238,217
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
3,238,217
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,238,217
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.00%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. 90341W108
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
David A. Tepper
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
3,238,217
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
3,238,217
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,238,217
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.00%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 1.
|
(a)
|
Name of Issuer
|
Item 1.
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
Item 2.
|
(a)
|
Name of Person Filing
|
Item 2.
|
(b)
|
Address of Principal Business Office or, if None, Residence
|
Item 2.
|
(c)
|
Citizenship
|
Item 2.
|
(d)
|
Title of Class of Securities
|
Item 2.
|
(e)
|
CUSIP Number
|
(a)
|
o
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
(b)
|
o
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c)
|
o
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
(d)
|
o
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
(e)
|
o
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
o
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
o
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
(j)
|
o
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
(k)
|
o
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K);
|
AILP:
|
||||
(a)
|
Amount beneficially owned: 896,072
|
|||
(b)
|
Percent of class: 0.55%
|
|||
(c)
|
Number of shares as to which such person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or to direct the vote: 896,07217
|
|||
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|||
(iv)
|
Shared power to dispose or to direct the disposition: 896,072
|
|||
Palomino:
|
||||
(a)
|
Amount beneficially owned: 1,646,601
|
|||
(b)
|
Percent of class: 1.02%
|
|||
(c)
|
Number of shares as to which such person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or to direct the vote: 1,646,601
|
|||
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|||
(iv)
|
Shared power to dispose or to direct the disposition: 1,646,601
|
|||
TFLP:
|
||||
(a)
|
Amount beneficially owned: 323,183
|
|||
(b)
|
Percent of class: 0.20%
|
|||
(c)
|
Number of shares as to which such person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or to direct the vote: 323,183
|
|||
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|||
(iv)
|
Shared power to dispose or to direct the disposition: 1323,18390
|
|||
TML:
|
||||
(a)
|
Amount beneficially owned: 372,361
|
|||
(b)
|
Percent of class: 0.23%
|
|||
(c)
|
Number of shares as to which such person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or to direct the vote: 372,361
|
|||
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|||
(iv)
|
Shared power to dispose or to direct the disposition: 372,361
|
|||
AMLP:
|
||||
(a)
|
Amount beneficially owned: 3,238,217
|
|||
(b)
|
Percent of class: 2.00%
|
|||
(c)
|
Number of shares as to which such person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or to direct the vote: 3,238,217
|
|||
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|||
(iv)
|
Shared power to dispose or to direct the disposition: 3,238,217
|
|||
API:
|
||||
(a)
|
Amount beneficially owned: 3,238,217
|
|||
(b)
|
Percent of class: 2.00%
|
|||
(c)
|
Number of shares as to which such person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or to direct the vote: 3,238,217
|
|||
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|||
(iv)
|
Shared power to dispose or to direct the disposition: 3,238,217
|
|||
Mr. Tepper:
|
||||
(a)
|
Amount beneficially owned: 3,238,217
|
|||
(b)
|
Percent of class: 2.00%
|
|||
(c)
|
Number of shares as to which such person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or to direct the vote: 3,238,217
|
|||
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|||
(iv)
|
Shared power to dispose or to direct the disposition: 3,238,217
|
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
|
By: APPALOOSA MANAGEMENT L.P., Its General Partner
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
PALOMINO FUND LTD.
|
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
THOROUGHBRED FUND L.P.
|
By: APPALOOSA MANAGEMENT L.P., Its General Partner
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
THOROUGHBRED MASTER LTD.
|
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
APPALOOSA MANAGEMENT L.P.
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
APPALOOSA PARTNERS INC.
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
/s/ David A. Tepper
|
David A. Tepper
|
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
|
By: APPALOOSA MANAGEMENT L.P., Its General Partner
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
PALOMINO FUND LTD.
|
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
THOROUGHBRED FUND L.P.
|
By: APPALOOSA MANAGEMENT L.P., Its General Partner
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
THOROUGHBRED MASTER LTD.
|
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
APPALOOSA MANAGEMENT L.P.
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
APPALOOSA PARTNERS INC.
|
By: /s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
/s/ David A. Tepper
|
David A. Tepper
|